My Little Pony: Morphing is Magic

by Tricondon

Rating: teen
Tags: Crossover, Alternate Universe, Human, Main 6, My Little Pony: Friendship is Magic, Spike, Other, Adventure
Length: 143909

The Mane 6 team up with another Main 6 to fight a new threat.

Twilight and the other Elements of Harmony have saved the land of Equestria from Nightmare Moon, Discord, and the Changeling army, but now they face perhaps their biggest challenge yet. A challenge that lurks behind smiling faces and friendly eyes. A challenge that threatens to overtake the entirety of Equestria and enslave its inhabitants. But the ponies won’t face this threat alone. Help comes in the form of the most unlikely of companions: four teenagers, a hawk, and a blue centaur.

Published 2012-05-27 14:34:02 UTC
Last updated 2014-04-29 23:51:56 UTC

Chapter 2

Author's Note: Written by Samaru163 and Tricondon.

Chapter 2

Rachel

I had a hard time focusing in school the next day. Thinking about a mission that we had planned always managed to distract me. It didn’t help that math never really excited me even before all this alien invasion stuff started anyways. I mean, who can understand this X=Y stuff? Well, Ax probably could, but I never really cared for it. Best to concentrate on the task at hand anyway.

It seemed like the day stretched on and on, as it always did on these kinds of days, but finally the end-of-class bell rang and I shot out of class like a missile. I met up with Cassie just outside the front door, and we began the hike over to her barn. We talked about boring things, you know, like who was getting cuter, maybe getting together to work on our homework, plus I tried to hint to her about getting some proper clothes. Again. But that girl is as stubborn as most of the animals she cared for when it comes to my amazing fashion suggestions.

We arrived at Cassie’s house and headed inside, dropping our stuff in her room. She figured it would still be some time before Jake and Marco showed up, since we did try to keep our meetings secret, and the boys would be taking a more roundabout way. So we decided to kill time by doing some math homework. Cassie’s mom poked her head in to say hi, but didn’t have too long to chat. She had to go to the Gardens, our town’s zoo/amusement park, to see the delivery of a new antelope.

It wasn’t long after she left before we heard the doorbell go off. Cassie headed downstairs and returned shortly after with Jake and Marco trailing behind. Marco had one of his usual dorky grins plastered on his face, while Jake just seemed somber. “So what’s up with you two?” I asked.

“Ah Jake’s just upset because he lost a little contest we had in the way over,” Marco said. While that may have been true, I could tell that something else was eating at Jake.

“You sure you’re alright, Jake?” Cassie asked. At the sound of her voice, Jake seemed to snap out of his thoughts. He gave an unconvincing grin.

“Yeah, just thinking, that's all.” Cassie was about to protest when a tapping sound came from her window. We all turned to see a hawk pecking at the glass. I sighed and opened the window.

“Hey, Tobias. Back from your daily hunt?” Marco quipped.

“And?” Cassie inquired.

“Whoa, whoa, wait,” Marco interrupted. “They’re just sitting out there in the open? No hangers, no underground facility?”

Marco threw his hands into the air. “Alright, this is definitely one hundred and fifty percent a trap.”

“We all knew that from the beginning, Marco,” I said. “But that still doesn’t change the fact that we need to intervene.”

Jake nodded slowly. “Tobias, how long would it take us to fly there?”

“Alright, then, Tobias go get Ax. Everyone else, let’s get going, ” Jake commanded.

Everyone else headed outside before me, but I stayed behind for a moment to close the window after Tobias flew out. By the time I made it outside they had all stripped down to their morphing outfits. See the one flaw with morphing, aside from the whole stuck in morph deal, is that you can only morph skin tight clothing. So I was forced to give up my matching shirt and jeans for my black leotard.

I closed my eyes and concentrated on my chosen bird of prey, a bald eagle. I could feel my bones as they began to hollow and shrink, and the ground suddenly got a lot closer as I shrank. Now morphing might actually be cool, if it wasn’t so illogical. Luckily the Andalites found a way to numb the incredible pain that I’d be going through right now.

I glanced over at Marco, who was midway through his own morph, that of an osprey. I had to suppress a laugh, since he was only about two feet tall and had a giant beak sticking out of his face, but he was otherwise unchanged.

I looked at Jake, also about halfway into his peregrine falcon morph. He also had a giant beak sticking out of his face, and his arms were replaced with giant goofy looking wings. His chest was also covered in equally giant feathers.

And then I looked at Cassie. Now Ax had said a while ago that Cassie had a natural talent for morphing, and looking at her now you could easily see why. Unlike the rest of us who looked like a bunch of circus freaks Cassie was smoothly transitioning into her osprey morph. Feathers rippled and sprung up across her skin like droplets of water, and her wings grew smoothly from her arms.

After a few minutes the four of us were all in bird morph riding some midafternoon thermals. The eagle part of me was constantly scanning the ground far below, as easily as if I were reading the page of a book right in front of me. When I turned my head up again, I spotted a red tailed hawk and northern harrier flying towards us.

Jake said,

We all followed behind Tobias, spacing ourselves out appropriately. So many different kinds of birds of prey flying together, especially those that sometimes hunted each other, would likely draw attention.

We flew in silence for a while. It was Ax who spoke up first.

Ax was right. Looking at the area he mentioned, it was fairly easy to see how trees had been cut down irregularly. Silently we descended to the clearing and perched among the bordering trees.

Marco complained.

Ax pointed out.

<’Captain, suggest we engage our own cloaking device.’>

Cassie explained patiently.

he replied after a moment.

Tobias interrupted,

We all stopped bickering and listened. Now that I was paying attention, I could easily hear two voices speaking below us.

“Are you sure this many troops are necessary?”

“According to Visser Seven they are. From what’s been shown to us in the reports, this species isn’t an easy one to take over.”

“I wish they’d give us a bit more information. Not easy to fight something you know very little about.”

“I hear you, but Visser Seven’s been very tight lipped about the whole place. Most likely so she can present the planet to the Council and get a nice big promotion.”

“Well, Visser Three’s being awfully nice to her, don’t you think? Not like him to willingly give up troops like this.”

“You obviously didn’t hear the transmission between the two. Trust me, he’s not too pleased about this one bit.”

“Now that’s more like him. Did you get a look at her new host body?”

“No, but I don’t think he did either. She said to Visser Three that she wanted this new host to be a surprise.”

I said, somewhat angrily.

Jake asked, before Marco could respond.

I said with a laugh.

Jake said once the controllers had passed.

I said proudly.

Marco said cynically.

After another quick morph, six flies were zipping around in the clearing. As best as we could we searched for the cloaked ships or any other sign of controllers, but fly vision is not the best. Try imagining a kaleidoscope as your main source of viewing the world, and you might come close.

Cassie squeaked.

I spun around in midair and backtracked to her position. Sure enough a lone fly seemed to be resting in midair. I hovered close to the area and soon felt my spiny legs bang against something hard.

Marco said.

For a moment there was silence.

Suddenly there was a huge spike in vibrations from the ship. Looking at it as best I could, I saw something appearing in the air. It was like a door opened in the air itself.

Jake commanded, and we took to flying again, heading for the door as fast as we could.

It was dark inside the ship; the only light was coming from the open door. As best we could we navigated through the dark and hid on the ceiling. We waited attentively for about ten minutes, but nothing happened.

Marco said.

Ax flew down and began to demorph. I tried to follow him, but the darkness combined with my uncooperative fly eyes made it difficult. The rest of us waited anxiously for Ax’s answer.

One by one we flew to the ground and returned to our normal selves. I was glad for the darkness during this. Watching a person emerge from a fly is not the most pleasant thing in the world. When we were finished I fumbled around for a bit until I hit the lights.

“Oh, wow, they’re really serious about fighting these things, aren’t they?” Cassie commented. All around us were racks of hand-held Dracon Beams, the Yeerks signature weapon, as well as bombs, missiles, and even a fair number of rifles and shotguns.

“Well, this is good,” said Jake. “We take out the weapon ship, which should slow them down a bit.”

“Am I the only one still wondering why the hangar opened so suddenly?” Marco asked.

As if on cue, we heard voices nearing the ship, coming from outside.

“Why do we have to check the ship again? This is the third time today!” One of the controllers from earlier was complaining, fairly loudly.

“Quiet, you fool. Do you really want the Visser to hear you whining? Plus, do you want to be the one that tells Visser Seven that her weapons ship crashed during takeoff?”

“Good point. So does everything check out?” He said after a pause.

“Looks like it. I guess we should head to the human’s ship and prepare for launch. We’ve only got ten minutes before liftoff.” The sound of the door closing behind him cut off the rest of whatever he was going to say.

“Please tell me he did not just say this ship is leaving now,” I asked. Before anyone could answer the computers began to flash to life and the engines roared as they powered up.

I scrambled around, finally noticing a door set into one of the walls. As I neared it, it opened automatically, and I found myself in what appeared to be the control room. Curiously, it was unoccupied. “Ax, get over here!” I called.

The bright blue Andalite calmly walked over, looking around the room. he stated matter-of-factly. Ax walked over to a computer and stared at the screen for a few moments. He examined the screen some more.

“Guys, I think we’re in trouble,” Marco spoke up, walking into the control room. He pointed above the computer screen, out one of the windows I failed to notice earlier, and I looked up just in time to see the moon pass by.

Tobias said as he, Jake and Cassie came into the control room. He was perched on Cassie’s shoulder, since there wasn’t much flying space for a hawk.

“We are going to be so late for school tomorrow,” I said moments before the ship jumped into Z-space.

Chapter 3

Author's Note: Written by Samaru163 and Tricondon.

Chapter 3

Twilight

Have you ever had one of those days when your entire perspective of the world is shifted? I don’t mean something like finding out a big secret one of your friends was keeping from you, I mean something that shook your beliefs to the very core, something that you thought was impossible becoming reality.

What’s most funny about those days is that they start out like any other one. Take me for example. My day started with me waking up after a long night of studying. The smell of breakfast floated from the kitchen and tempted me out of my comfortable bed. As I entered the kitchen, still in that half-asleep phase, guided only by my nose, I heard the charming voice of my assistant, Spike.

“Good morning, Twilight! Finally managed to drag yourself out of bed, eh?” he asked looking up from his delicious smelling work.

“Why, what time is it?” I asked rubbing a hoof against my eye.

“About half past ten.”

My eyes shot open, as worry began to cloud my mind. “Oh, no! It’s already past ten?! I’m late! I promised Rarity I’d join her at the spa thirty minutes ago!”

“Chill Twilight, I’m sure she’ll understand,” Spike said as he brought a large plate of pancakes over. “Seriously, you get way too worked up over little things.”

I calmed down a little and began eating Spike’s beautiful breakfast. “Yeah, you’re probably right.”

“And that’s why I’m the number one assistant!” he said proudly. “By the way, what were you researching?”

“Oh, I found an old book in the archives. It’s got a few spells I’ve never even heard of before. The last one I was looking at was for finding spies. It was supposed to tell the caster how many ponies are in the room with them. I tried casting it last night, but I was alone, so I only found myself.”

“Seems like a weird thing to research,” Spike said while rolling his eyes.

I quickly finished my breakfast and headed for the door. “I’ve gotta go! I’ll be back later this afternoon.” I closed the door behind me and trotted in the direction of the spa.

It was a very pleasant day in Ponyville. The Pegasi had scheduled a partially cloudy day with lots of sun and low winds. I took a moment to enjoy the gentle breeze before I entered the spa. Rarity was already laying back on a massage table, some stallion working at her back, and she smiled when she saw me walk in.

“Ah, so glad you could make it, Twilight. I was afraid you had forgotten.”

“I’d never miss a meeting with friends,” I smiled. “I just slept in.” I trotted over to Rarity, getting onto the table next to her. Aloe, or maybe it was Lotus - I could never really tell them apart, to be honest - came over. Slowly she began to work on my shoulders and lower back, causing me to let out a long sigh of pure bliss. I hadn’t realized how tense I was.

“So, Twilight, how is my little Spikey-Wikey?”

“Oh he’s doing fine, although I think he’s trying to get good Samaritan points.”

“Perfect! Then you wouldn’t mind letting me borrow him tomorrow?” Rarity pursed her lips, taking on that I-have-a-huge-favour-to-ask pose. “I need a number of gems for a new dress I’m designing, and Spike is so much better at digging them up than I am.”

“Sure, I’m not overly busy tomorrow. Just make sure not to wear him out.”

Rarity squealed with delight. “Oh, thank you Twilight, thank you thank you!”

We spent close to two hours at the spa before finally exiting. It felt really good to have all that tension released. I said my farewell to Rarity and headed back to the library. On the way I decided to stop by the market to pick up some more ink and parchments.

As I walked in the front door of the library, I saw the tell-tale sign of green smoke fluttering out the window. I was confused, since that only happens when Spike sends a letter to Princess Celestia.

“Spike! I’m home!” The little dragon soon came bounding down the stairs.

“Heya Twilight! You’re home early. Everything go ok?”

“It was relaxing. Did you send a letter to the Princess?”

Spike shook his head. “No, I didn’t send a letter to anyone. Why do you ask?”

“Never mind. I was just curious.” I placed my supplies on the table and brought the book I had been reading from my room. “So, you want to help me test this spell?”

For a brief moment, I could have sworn Spike looked worried, but the moment passed as quickly as it had come, and he nodded, a large smile plastered on his face. “Sure, Twilight, I’ll help. What do I have to do?”

“Just stand perfectly still in the center of the room.” Nodding, he did as I instructed. I began to channel magic into my horn as I concentrated on my senses. The book instructed me to expand my natural abilities to their fullest potential.

It is so hard to describe what I felt next; I felt the wood beneath my hooves, stretching out to the walls. I felt the leaves in the tree blowing in the wind and the bees outside in their hive. I felt the beating of Spikes heart, as it slowly rose and fell like the tides. I felt the air moving as both of us breathed, heard the beating of my heart against Spike’s.

Wait, something wasn’t right. I was getting another feeling, another presence. It was small, and very strange, but also intelligent. I focused my thoughts, searching the room for this new life. Owlicious was in my room, sleeping, so it couldn’t be him. Again and again, my search led me to Spike, but I kept ignoring the dragon and continued to search for the third life.

Finally I was able to lock onto the foreign presence. Its level of intelligence was on par or even surpassed a pony, but from what I could tell it was very simplistic. But what shocked me about it most was where I found it: wrapped around Spike’s brain, seeping into all the dips and cracks.

I broke the spell and looked at Spike. He was looking back at me, but I saw something different in his eyes. They no longer were the kind eyes of the dragon I had known my life, but dark and sinister. With a strangled hiss, he leapt at me. I ducked instinctively, causing him to impact with the wall. He was back on his feet in a flash, as steam began to form around his mouth and nostrils.

“Hold still, Twilight!” he taunted, “this won’t take long.” With another hiss he sprang forward, claws outstretched and gleaming fiercely in the light. Quickly I ducked my head as he lunged and thrust it back up with as much force as I could. Spike went sailing into one of the book shelves, knocking over all its neatly organized contents.

Rage was now boiling in the little dragon's eyes. He climbed to his feet, and with another hiss a small jet of purple fire sailed towards me. Quickly I conjured a barrier to repel the flames as he slowly advanced upon me. I didn’t know what to do, out of fear of hurting Spike. Unfortunately for me, he seemed to lack that restraint.

Suddenly the stream of fire Spike was hurling at me stopped, and I risked a glance; he was panting for breath and seemed to be struggling with himself. His claws were trembling, and it seemed like every move he made was as if he were resisting.

I took a chance to look around the room. The floor around me was burnt from the flames, but was otherwise undamaged. Books from the shelves had been scattered along the floor, and the far wall possessed slight cracks from impact. My gaze finally fell on a piece of fabric lying on the ground. Another look told me it was the window curtain, which I guessed must have come loose during the struggle. An idea quickly formed in my mind.

I flashed a glance at Spike, who seemed to be regaining control of himself. Seizing my opportunity while I still had one I captured the curtains in my magic. Using my horn as a director I wove them tightly around Spike’s arms and legs. He was tightly bound in seconds, though he still didn’t seem to be aware of it. I then levitated him onto a chair and wove another set of curtains tightly around his waist.

It was only once Spike had been placed on the chair he managed to recover.

“Hey! Lemme go, Twilight!” he said in such a sincere tone that I considered letting him go. But his eyes flicked back to that sinister look, so I stopped myself.

“Spike, I think there may be something wrong with you. I’m worried.” To my surprise, Spike glared at me, his voice taking on an eerie and forbidding tone.

“You should be worried little unicorn. You won’t be much of a threat soon enough.”

Now I knew what was going on. “What are you, and what have you done to Spike?” A thought crossed my mind. “Are you a Changeling? Can you copy dragons now?”

He let out a small humourless laugh. “No, I am part of something else.”

“Then what are you?” I asked angrily.

‘Spike’ laughed again. “I see no reason to tell you.” He looked up, those cold hardened eyes staring straight at me. “You’ll find out soon enough.”

I’m not sure why, but his last words frightened me. The library suddenly felt restrictive and confining. I decided to gag him so as to not listen to any more of his words, and to stop him from burning the curtains.

Satisfied that he couldn’t escape, I headed for the door. I had to get out, find my friends. Maybe one of them knew what had happened to the real Spike, although that also made me pause. If any of them knew about Spike, why wouldn’t they tell me? Unless they were also spies...

“No,” I said to myself. “I can’t start suspecting everypony right now.”

I walked outside, shut the door behind me, shutting off Spike’s plaintive wails, and crashed right into Pinkie Pie.

“OMIGOSH TWILIGHT! There you are! I’ve been looking all over for you! My Pinkie Sense was acting up again, just like last time! There’s a big doozy coming, and since last time it was about you, I figured it’d be about you this time too, so I’ve been running all over but nopony has seen you all day except for Rarity but she said she didn’t know where you were so I thought you went over to Applejack’s but you weren’t there...”

“Pinkie!” I yelled, partly to break through her unending rant, but mostly to relieve some of the stress regarding Spike. For once, Pinkie actually quieted down. I sighed. “Sorry, Pinkie, I didn’t mean to yell. I actually need to speak with you. It’s about Spike.”

“Oh! Is Spike hurt? Is he in trouble? Did he hurt his little paw? Maybe we should go get Fluttershy.” Pinkie paused, staring at me. “Hey, Twilight, why is your head bleeding?”

“What?” I lifted a hoof up to my head, and brought it back down, stained red. “Oh, wow. I didn’t even realize...I wonder if Spike did it.” Noticing Pinkie’s confused expression, I filled her in on everything ‘Spike’ had done.

“I knew it! I knew my Pinkie Sense was right about you! It is a doozy! Spike’s been kidnapped and replaced by a meanie copy!” She brought a hoof to her chin. “Only...that can’t be it. I’m still getting that feeling that something big is gonna happen.”

“What? How is Spike being kidnapped not important?”

As if in response, a huge crack of thunder split the air. Everypony in town looked skyward, but there wasn’t a cloud in the sky.

“Twilight! Over there, look!” Pinkie yelled at me. I considered telling her there was no reason to yell, since I was right next to her, but as I turned towards her, I saw what she did, and felt like yelling myself.

Up in the sky above Canterlot Castle, a huge ball of fire was heading straight towards the mountain. I watched, unable to move; the ball of flame was dead on target for the castle. I felt weak in the knees; Celestia could protect the city, but if she didn’t know where the danger was...

To my surprise, the ball shifted direction in midair. It struck one of the towers of the castle, and even at this distance I could see large chunks of stone falling away, but nothing else seemed damaged. My worry for the castle dissipated, however, as I realized the fireball was now headed for Ponyville.

I felt my mouth open in a scream, but no sound came out. As the fireball neared us, the flames around it died out, and I saw that it was more like a giant metal wagon flying through the sky.

Once again, the strange object changed directions, flying just above Ponyville. Everypony on the ground followed it attentively, while any Pegasi unlucky enough to be in its path flew out of the way, too afraid to see if it missed them. We all watched the metal thing fly over the Everfree, eventually crashing into the side of the mountain beyond. Moments after, the sound hit the town, with ponies everywhere cupping their hooves to their ears, trying to block it out.

Once the sound died, I felt a reassuring tap on my back. I opened my eyes, finding myself staring into Pinkie’s face, an uncommon frown on it. She motioned towards the mountain, and I looked over at it. There was a big hole in the side, with a small fire and thick black smoke wafting from it. I found myself uncertain about the whole scenario, Spike’s case momentarily forgotten.

“Twilight,” Pinkie said softly. “That was the doozy.”

Chapter 4

Author's Note: Written by Samaru163 and Tricondon.

Chapter 4

Marco

There have been many times in my life when I’ve wanted to just turn around and go home. You know, leave the fighting for someone else and forget this stupid war even existed. Being trapped on an alien spacecraft hurtling through space towards some unknown planet with no idea how you're ever going to get home trumps all of those moments.

I looked out the ship’s window and into the white, fluxing void that is Z-space. Every time we end up here it never ends well.

“Can I just say that this was one of the stupidest plans we’ve come up with? Thus far?” I asked to no one in particular.

“That would make the list up to thirty somethingish by now?” Rachel replied sarcastically.

I made a face at Rachel, but she ignored me and turned back towards Ax, who was busy doing something with the computer. I recognized some things he brought up, like a star map and Z-space trajectory course, but most of the rest was your basic alien technobabble.

“Having any luck, Ax?” Jake asked.

Tobias asked nervously.

“Yeah, well, we seem to have plenty of that, don’t we?” I said.

Cassie looked at me. “Marco, I know things aren’t looking too good right now, but getting on edge isn’t going to help the situation at all.”

I sighed and opted to lean against the back wall, watching and occasionally scowling at Rachel whenever she turned around. This lasted for what felt like days as we just kept sailing towards our unknown destination.

“Hey, what do you think this species is going to be like?” I said to break the silence.

Ax said, not even bothering to swing one of his stalk eyes off of his work. < But if the Yeerks have targeted them, they must be formidable to say the least. Something they could use alongside Hork Bajir and humans as shock troopers.>

Tobias offered.

“Must be an awfully dangerous species, then,” Rachel said quietly.

“So what exactly is our plan for dealing with them?” I asked.

“First things first, we need to get control of this ship, or else we’ll be at the center of the Yeerks’ stronghold. And quite likely trapped in there, too,” Jake said after a moment’s thought.

Ax said, with a smug tone.

“Great job Ax!” Cassie said encouragingly.

Just then, the ship began to rumble and shake. The disturbance only lasted a few seconds, and the ship was once more flying steadily.

“What was that?” Rachel asked.

Tobias said. I looked out the window to a sea of stars and blackness, broken only by the large sun we were nearing. A fair distance away, probably about the same for Earth and its sun, stood a lone green and blue planet. If the continents weren’t completely different shapes, I might have mistaken it for Earth. It even had a satellite almost identical to our moon.

“Hmm, that’s odd,” Cassie mumbled. “Is there really only the one planet?”

“Though it is lucky that that planet is the right distance away to support life,” I commented.

“Turn us around, Ax. Take us back to Earth. No weapons means a short fight for the indigenous species, right?”

Just then, the ship shook madly, and all of us, save for Ax, fell to the floor.

“Oh, really? I wondered who was shooting at us!” I said sarcastically.

“Oh, this is bad,” Rachel said. “We’re carrying all sorts of explosives with us.”

The ship began to shake again, and two Yeerk craft shaped like large cockroaches came zooming by the window. It was a ship I’d seen all too often.

“We got Bug Fighters coming in fast!”

Ax’s fingers flew over the keypad, and our ship veered to the left.

TSEEEEW!

The sound of the Bug Fighter’s Dracon beams split the silence as it whizzed by, aimed for where we were milliseconds earlier.

“Ax! Turn us around! Take us back to Earth now!” Jake yelled, a hint of fear in his voice.

“Then we fight!” Rachel, of course.

Ax swung one of his stalk eyes towards her.

“What if we flew towards the planet?” Cassie suggested.

Tobias protested.

“We don’t know how much of the planet they control, and it’s better than being up here where they can just take shots at us,” Jake reasoned, his previous fear seemingly gone.

TSEEEEW! TSEEEEW!

Two more Dracon beams shot through space, narrowly missing our ship.

“Ok, I vote for landing,” I said.

With a nod from Jake, Ax turned back to the computer and the ship spun in place, the planet slowly coming into view. The Bug Fighters trailed us closely, firing whenever they got the chance. I just kept my eyes locked on the green and blue sphere slowly growing closer.

TSEEEEEW-BOOOOOOM!

The ship lurched forwards, and I cracked my head on the console beside Ax. I felt something dripping down my forehead, and when I checked my hand came back covered in blood.

Ax said looking up from the flashing consoles.

“Can you get us low enough to eject?”

TSEEEEW-BOOOM!

Another Dracon beam rocked the ship, and for a moment I thought I heard the sound of metal tearing.

Ax said, clinging to the control panel.

“What? You mean we’re out of control?!” I cried, holding on to the console I had cracked my skull on.

Rachel leapt to her feet. “Alright, I’m tired of playing the punching bag. Let’s give them a taste of their own medicine!”

“And how exactly do we go about that?” I asked.

Rachel gave me an ‘are you kidding me?’ look. “Hello, we’re on a ship filled with explosives.”

“Are you suggesting what I think you are?” Cassie asked nervously.

Rachel pumped her fist into the air.

“Yeah! Let’s toss a bomb or three at them!” she said excitedly.

Jake looked like he was considering our options. I don’t blame him. This was a totally idiotic plan.

“Alright, Ax, what’s the best way for us to pull this off?”

“Right. Rachel, Marco, go grab something and stuff it in the garbage chute.”

I slowly rose to my feet and followed Rachel back to the storage area. A few of the missiles and other weapons had come loose, bouncing and skidding around the floor.

I carefully maneuvered around the boxes, crates, and other strange items until I reached the back wall. The garbage chute was easy enough to spot. It had a nice large handle sticking out of it.

“I found the trash can!” I yelled to Rachel, who came walking up next to me, carrying what looked like a metallic black watermelon with bumps around the middle.

“I found the bomb. At least, I hope it’s a bomb,” she said with a grin.

“I don’t feel safe trusting our lives in your hunches, if you don’t mind.”

“Now when have I ever been wrong Marco?”

I decided not to answer that.

With a grunt, I opened the garbage door, and Rachel lifted the strange bomb and dropped it inside. I winced as it clattered against the metal, only relaxing when I shut the door. No sooner had I slammed the door shut than the entire ship shook.

Ax told us, somehow managing to sound perfectly calm.

“Well the bomb is ready and waiting!” Rachel called back.

There was a long time of silence, until finally Ax spoke again.

The ship groaned as the compartment in the rear of the ship opened, then silence again. Moments later, I heard a distant explosion.

Again, as calm as if he were simply reading a book.

“Well, what do you know? It was a bomb,” Rachel said, unable to keep the surprise out of her voice.

Normally I would have made a huge scene over that, but I was just so grateful to be alive.

The ship shuddered again, and I whipped my head around, wondering what had happened.

“Of course it is,” I muttered moments before the ship began lurching and shaking violently. I fell to the ground, unable to stand, and instead opted to crawl back to the bridge where the others were waiting. Most of them were on the floor, with the exception of Ax, who was hanging onto the console desperately.

Somehow, Jake managed to drag himself up, clinging to Ax for support. He looked through the window, peering down at the planet.

I opted to let that one slip radar, just this once.

“Well, Ax, might I suggest slowing us down?” I said as calmly as I could.

“Ax, we’re headed straight for an object. It’s called the ground!” I yelled, no longer able to stay calm.

“Actually, we’re heading for that!” Cassie said, pointing out the window. Turning around I was shocked to see a huge stone tower rising out from the side of a mountain.

“Oh, man. Ax, turn us! I don’t care how, just get us away from that!” Jake commanded.

We all got as low as we could and braced ourselves.

CRACK-GERUNCH!

We were tossed around the room like a bunch of ragdolls. I hit the back wall, getting a perfect view out the window. To my surprise, we were now flying relatively level to the ground. I could begin to make out the shapes of what looked like some form of settlement, most likely a rural village. Another shake forced my head up, giving me a nice look at where we were heading.

“Guys, mountain at twelve o’clock!”

“Morph! Go cockroach! Or fly! Just go small!” Cassie yelled.

As quickly as we could we all began morphing insect. But every second the mountain got closer and larger.

The floor of the ship got closer and larger to me too, until finally I could no longer look out the window. I felt my bones melt away into nothing, felt a thick carapace form over my back. Two whip-like antennae sprang from my forehead, and spiny jointed legs from my sides.

That was the last thing I remembered right before the ship collided with the mountainside, and my world exploded in a cacophony of light and pain.

Chapter 5

Author's Note: Written by Samaru163 and Tricondon.

Chapter 5

Twilight

The mountainside was dangerous. A slip or a trip, and one would fall all the way back down. That wasn’t much of a problem for Rainbow Dash or Fluttershy, but for those of us who were earthbound it made the climb difficult. I looked up the cliffside; the black smoke had nearly vanished by this point, though I could see a few lingering flames create odd flashes of light.

“Rainbow, can’t ya fly up, at least tell us if there’s anythin’ dangerous?” Applejack asked. As the most athletic, she was highest up the mountain, aside from Rainbow, of course, who was fluttering above us.

“I already told you!” Rainbow retorted. “It’s too hot! I can’t get very close without scorching my wings!”

“That was over an hour ago, Rainbow. Surely you could get closer by now!”

I sighed as Rainbow and Applejack continued bickering. I wasn’t that much surprised though; this whole situation seemed to have everypony on edge.

“So, what do you think is up there?” Fluttershy asked quietly.

“I don’t know, that thing was unlike any celestial object I’ve ever read about. It looked almost like it had been built by somepony.”

“Oh really Twilight, I have seen my fair share of airships and I can tell you, that thing was not like anything I’ve ever seen before,” Rarity piped up. “I don’t see why we’re up here so soon anyways. The recent rain has made this path all muddy. Do you know how long it’s going to take to get clean after this?”

“No, but you’re going to tell us anyway," Rainbow sighed.

“Pinkie, you’re being awfully quiet. Is everything ok?” Fluttershy asked timidly.

“I’ve been thinking, what if that thing was actually a gift from some form of space pony who just wanted to become friends?” She said optimistically. “I just can’t think of a good way to have a party for them!”

“Really Pinkie, that is just the craziest thing you have said yet. And that’s counting everything else you’ve said,” Rainbow said.

“Well do you have any evidence against it, hmmmm?”

“Well no, but-”

“Then I rest my case.”

“Girls! Stop arguing! We’re almost there!” I shouted, my patience wearing thin by this point. I looked upwards again; the flames seemed to have died out at last, and we were nearing the giant hole the thing had made.

It looked like a horde of dragons had raked the mountainside in search of gemstones. The impact site went deep into the solid rock, and the edges of it were warm to the touch.

Warily, I glanced into the depression, and stared dumbstruck for a few moments. At the base of the crater lay a giant metal bug, although it was bent and twisted from the crash. Its body seemed to be made entirely out of steel. This only served to bring up more questions; what built this thing, and how could it fly?

“Oh, my! It looks hurt!” Fluttershy said, her voice full of concern.

“Fluttershy, it was never alive to begin with,” I said in an oh-so-obvious tone.

A flash of blue shot past me, and before I could blink Rainbow was standing on top of the weird metal bug. She banged her hooves against it curiously, and the loud echoing noise suggested it was hollowed out inside.

“Rainbow, get offa there!” Applejack yelled. “We don’t even know if it’s safe!”

“Relax Applejack, this thing isn’t in any condition to do anything,” Rainbow shot back, waving a hoof dismissively. The metal object then gave a small groan, causing her to jump back. Rainbow hovered in the air, laughing sheepishly. “I-I meant to do that.”

Tentatively, we all approached the giant metal bug, with Fluttershy lagging behind. It seemed to just grow larger the more we approached it. I could hear Rarity complaining about the hot ground, but I sighed and tried to tune her out for the time being. Rainbow flew around it a couple times, looking at it intently.

“There aren’t any windows or doors on this thing.”

Pinkie gave a disappointed groan. “But how are we supposed to get the special present inside?”

Ignoring Pinkie for a moment, I also wondered how we were to get inside. “Maybe we could cut through it somehow.”

“Twilight, why don’t yah jes teleport us in?” Applejack asked. I shook my head.

“No, we don’t even know what’s inside. And besides that, I don’t like teleporting when I can’t see where I’m going to end up.”

With no other option open to us at the moment we decided to perform a thorough scanning of the ship. At this close proximity there was no denying that this object was not of pony design. The way the metal had been forged and welded was entirely different.

Suddenly Pinkie began hopping up and down excitedly. “I found something, I found something!” she chanted.

The rest of us all came over to examine her findings. At the very back of the object, or at least what seemed like it, were two pieces of metal that weren’t fully welded together. From the very thin line that separated them, it looked like one of the pieces was movable.

“Well at least there’s a way in,” I said optimistically. “Now, how to open it?”

Cassie

The first thing I noticed was the sunlight streaming in through the window. It felt warm and comforting against my roach body. At first I was surprised to be in roach morph, but then the memories came crashing back like a horrific wave.

Marco, of course. I looked around as best I could with my roach eyes, but I couldn’t see much of anything. The ship itself was dark, save the sunlight streaming in. I could tell from the texture under my feet that I wouldn't behold anything magnificent if I could.

Tobias spoke up next.

I asked.

Jake ordered. I concentrated, focusing my thoughts on returning to my human self. I felt bones reforming, and gave a relaxed sigh at the knowledge that we could still morph back.

After a moment we were all back in our original forms. Ax fumbled around for the light switch, but when he flipped it sparks came off.

Ax stated.

“So, wait, you’re telling me this ship won’t fly unless we can fix it?” Marco asked, a hint of fear in his voice.

“More importantly, can we even get out?” I asked. “Without power, how do we open the door?”

Ax said as he moved towards the door.

No sooner had he reached it, however, when a loud sound echoed and reverberated through the ship. We all looked up at the caved-in ceiling in anticipation. After a moment without a reply though we loosened up.

“It’s fine. Probably a rock fell on the roof, that’s all,” Jake reasoned. “We did hit a mountain, after all.”

“As well as whatever that tower was,” Rachel said.

“Yeah, do you think the locals are going to be happy about that?” Marco asked.

It had totally slipped my mind that we were on an alien planet right now. I crossed my arms, deep in thought. “Do you think any of the locals will come to investigate the ship?” I asked. “I know humans would definitely send someone to search the crash site.”

“Good point. Plus we don’t know how many of them are controllers or not,” Jake pointed out. “Ax, you open the door and see what’s out there. The rest of us will morph battle morphs and be out soon.”

While Ax began to detach the door we moved back into the control room. Once there I focused on my most common combat morph, a wolf. The first thing I felt was the coarse grey fur spread all over my body like a ripple. The bones in my legs cracked and shifted as my nose and mouth extended into the wolf’s killing jaws. Long knife like teeth slid out between my lips as I watched my hands reform into paws.

Soon a Siberian tiger, gorilla, grizzly bear and a second Andalite came with me to see Ax finally finish his work on the door. He was having difficulty moving it though, since Andalites aren’t the most physically powerful race around.

Rachel said happily. With one quick swing of her grizzly bear paw she plowed the door off effortlessly. The doorway was suddenly filled with fresh sunlight, which really did help to lift my spirits up.

And that’s when I noticed the smells. It was definitely alien, and yet somehow very familiar.

I said to the others.

Jake gave me a small nod.

Ax cautiously stepped from the ship, his stalk eyes darting in every direction.

he reported. Ax exited the ship, a slight drop down to the ground. Rachel followed him outside, then Marco. I hopped out after them and searched the area, sniffing the air. There was certainly a familiar scent, but I couldn’t quite place it. Finally Jake and Tobias exited and joined us.

I perked up my ears.

I told the others. I shifted my gaze towards the back of the ship and stepped towards it slowly. As I neared the corner, I could make out words.

“Rainbow, do be careful! There’s no way you can fit inside that thing! It’s simply too small.” One voice said, clearly female.

“Aw, pipe down Rarity. How do you know you can’t do it if you don’t try?” A second voice, slightly cocky and proud.

“I don’t think this is the best way to get inside the thing anyways.” A third voice chimed in, somewhat annoyed at the other two.

“Yeah! There’s gotta be a better way! Just think of what we’ll find inside! It could be so much fun!” A fourth voice piped up, full of excitement and energy.

Deciding I had heard enough, I growled menacingly and rounded the corner, prepared to attack...only to freeze in my tracks. There, standing behind the ship, stood six small, brightly colored horses. At my entrance, all six turned to stare at me in wonderment. The pink horse smiled and waved a hoof.

“Well hi!”

All my thoughts froze in place. The horse spoke to me, in perfect English. I slowly turned my gaze over the other horses, and felt my eyes widen in disbelief. Two of the horses sported wings from their backs, one of which was floating above the others. And to add to my shock and amazement, two others had horns.

I was dimly aware of the others running up behind me.

Marco asked.

Ax responded.

Marco joked.

“Oh no, they look angry!” the chestnut horse said. I noted she wore a cowboy hat.

“Then the only thing to do is to fight!” The blue horse spoke up next, and seconds later dashed past us, hitting Ax in the side. The two of them fell to the ground in a heap. The blue horse was quick to get up and took to the sky again. Once high enough she made a dive at Ax. Seconds before impact however he whipped his tail blade forward and hit her with its flat edge. The horse went veering off course and crashed into the ground.

Behind me I could hear Rachel give a roar. She ran past me and lunged at the other equines. They all scattered, except for the winged yellow one. She flew up into the air, hanging a few feet off the ground, and stared straight at Rachel. Moments before Rachel hit the horse with one of her paws, the horse spoke up in an unusually strong voice.

“No!”

And then Rachel did something I never thought she’d do. She froze. The horse’s eyes grew large and seemed to be concentrating hard, and every second they did Rachel seemed to grow more rigid.

I asked privately. I was met with an eerie silence.

The yellow horse smiled, floating over to Rachel and petting her on the head. It was all I could do not to laugh at the absurd situation as Rachel relaxed, letting her arms rest by her side and leaned into the horse’s attentions.

Marco asked. I nodded in reply and he burst out laughing.

“There you go. You don’t really want to hurt us, do you big guy?” The yellow horse cooed softly. The others had all gathered together by this point, though the blue horse looked at Ax with great resentment.

“Do you think they came from the bug?” The orange horse spoke softly to the purple horned one, though my wolf senses could hear her just fine.

Jake asked.

Marco asked.

I looked over the horses, a little more relaxed now. They came in several unusual colours, from pink to blue to purple, though the orange, yellow, and white ones were at least what I was accustomed to seeing. Something ate at the back of my mind, however, and I kept looking over the horses, trying to figure out what was so unusual about them, besides the colouring and the talking. I examined them closely, eying the wings on the floating ones, and the sharp-looking horns on the purple and white ones...

I said.

Tobias asked. I scolded myself, forgetting that they could hear me.

Marco said disbelievingly.

Jake spoke up.

Ax stepped in front of the rest of us and began open thought speak. That was as far as he got before the pink horse popped up in front of him, a huge smile on her face.

“Oh, neat! I can hear you in my head! How are you doing that? Are you like a unicorn?” She gasped. “You have two horns! Are you a double-unicorn?! Can you cast twice as many spells? How do you eat without a mouth? What’s wrong with your tail?”

he said in private speech.

He turned from us and faced the pink horse again.

“Wow, that’s a funny name. Is that what you Space Ponies call yourself? I’m an Earth Pony! Welcome to Equestria! My name is Pinkie Pie!” She gasped again. “We need to have a party and celebrate you coming here!”

Marco let out another round of laughter.

“Pinkie!” The purple unicorn spoke up. “Give him a chance to talk. Er, mind-talk, I guess.”

Ax said.

The horses all stared at Ax with dumbfounded expressions on their faces.

“That...certainly is a mouthful,” the white unicorn said after a minute.

Tobias said privately.

Jake said.

The purple unicorn stepped forward, and I assumed she was the leader of the group.

“I’m known as a unicorn, you already know Pinkie is an Earth Pony, and Rainbow and Fluttershy, the ones with wings, are both Pegasi.”

Marco asked again. I gave Marco a friendly nudge in the ribs.

I looked over at Rachel and the yellow Pegasus, which was still petting her gently. I said gesturing over to them.

As soon as he spoke, the yellow Pegasus quickly fluttered back, holding her forehooves behind her back and looking quite ashamed of herself. I pondered for a moment as to how she had the dexterity to move her feet like that, but didn’t have time to question it before Rachel started to move again.

Marco laughed.

Rachel asked with a mixture of outrage and shock.

Rachel walked over to Marco and quickly slammed her paw gently into his face. Even so, gentle for Rachel still meant pain for Marco.

Chapter 6

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Chapter 7

Author's Note: Written by Samaru163 and Tricondon.

Chapter 7

Tobias

We had arrived at the place the white unicorn had called the Everfree Forest. It was almost scary just how much like Earth this planet was. I felt right at home among the branches of the trees. They even smelled like pine and fir.

I acted as lookout while the others demorphed, keeping a wary eye on the sky. Some of those horses looked just like a Pegasus, and could even fly. How something their size was able to achieve flight was an enigma to me. Their wings were far too small compared to their bodies. On the plus side though, they were easy to keep an eye on.

That was the other thing that was unusual about this planet. The colouring of the horses wasn’t too unusual - you’d say the same if you ever saw an Andalite in the flesh - but what really astounded me was everything else. Everything I looked at had such a vibrant, rich color, brighter than anything naturally occurring on Earth. I’m not saying this is a bad thing; in fact, it was rather pleasant to look at. It was just a bit unsettling, that’s all.

“How’re things looking from up there, Tobias?” Jake called up at me. I swiveled my head, looking at him with one eye.

I said.

Ax said almost immediately.

Maybe Ax was right, so I decided to take another look. My eyes hadn’t deceived me the first time, for I saw a winged horse move over to a small cloud and push it across the sky. But that wasn’t even the most amazing part. After it had pushed it a distance the horse gave the cloud a small kick, and as if on cue a torrent of rainwater came out.

Ax asked.

“I think the more important question is how they are able to do that?” Cassie said with much surprise.

“No, the most important question is how come creatures from Earth mythology actually exist and speak fluent English. And have the cheesiest names I’ve ever heard,” Marco said, only half-joking. “Ax, what is the likelihood of such a thing happening?”

“Guys, focus for a moment,” Jake interrupted Ax before he could say anything. “The real important question is how are we getting home? We just trashed our only spaceship, and I highly doubt the Yeerks are going to let us waltz in and borrow another.” He was silent for a moment. “That is, assuming we can even find where the Yeerks are hiding.”

“Where do you think they could be?” Rachel asked, looking around. “There seem to be loads of ideal hiding spots.”

I said after scanning the horizon.

Jake placed his hand on his forehead.

“I forgot about that. How much do you think it will hamper us diplomatically?”

I groaned silently. Maybe I could ask one of the horses next time we meet what the plural of Pegasus is.

“Do you think we did the right thing by being so secretive with them?” Cassis asked.

“We had to be, who knows how many of them were controllers or not,” Rachel retorted.

“None of them recognized Ax as an Andalite,” Marco pointed out.

“So what?” Rachel said. “That just means there are fewer controllers than free horses. That blue one is suspicious. Did you see how it attacked Ax without thinking?”

“You’re one to talk about charging in without thinking,” Marco joked.

“I’m just saying that something seems off with these horses,” Rachel continued, ignoring Marco.

Ax said.

I pondered out loud.

“But these aren’t normal horses. They can speak and fly and reason. Why would you brand them in the first place?” Cassie pondered.

“Hey little birdies! Are you here?” A shrill voice cut through the idle chatter below. It sounded familiar. I recognized it after a few moments.

“Are you playing a game? Is it hide and seek? Can I play too?” A bouncing pink puff hopped into the tiny clearing where the others were all standing. She stopped a few feet away from the others, staring at them in confusion.

Jake and the rest returned her confused look. I was stunned myself. I had been watching both the sky and the ground as well as I could, but the horse had appeared out of thin air.

“Ooohhh, what are you?! Are you the birdies, ‘cause you’re standing with Aximilmimy all fine and dandy. Is this what you look like? I brought you some birdseed from Fluttershy, but I guess you don’t want it now. Unless you really are birds, then you’ll still eat it, right?”

The horse continued talking as Jake shook his head disbelievingly. He looked up at me, glaring.

I said to him privately.

Cassie stepped forward.

“Um, listen, um...”

“My name’s Pinkie Pie! Oh, did you forget? Can you not remember after changing shape?” The horse gasped loudly. “Does that mean you don’t remember where you come from?”

“No, that’s not it at all. It’s ju-”

“Oh good, because for a moment I was worried you’d be wandering aimlessly being all like ‘where am I’ and ‘who am I’ and ‘where am I going’ and then I’d have to teach you how to remember!”

“Listen, Pinkie Pie,” Jake began, “Why are you here? Didn’t we ask for privacy?”

Pinkie Pie stopped bouncing and frowned.

“Well, no. You just wanted an isolated area where you wouldn’t be found. I remember it all perfectly!” She giggled and began bouncing around again. “So I decided to give you a moment to adjust and then come to brighten up your day, cause you had just crashed your big metal bug and you seemed upset.”

Ax asked.

Pinkie Pie shook her head.

“Nope! I just came straight here after I said goodbye! It’s getting late so everypony else is getting ready for sleep, and I was too but then I remembered you probably haven’t eaten anything, so I stopped at Fluttershy’s house and got some birdseed for you ‘cause you were all birds, but now you’re not.” She scrunched up her forehead, seemingly in thought. “So, what do you eat anyway? Gemstones? Dirt? Hay? Daisies?”

Ax said to everyone except the horse.

I said.

“Thank you, Pinkie Pie, but we can survive on our own,” Rachel said, a hint of anger in her voice.

“Oh, call me Pinkie! All my friends do!” She gasped again. “Oh, right! You’re my friends now! I have to learn your names. See I know all the names of my friends.” She walked - er, I guess that would be trotted - up to Cassie and peered at her. “Let’s see, what’s your name? Shifty? Chango? Mirror? Morphius?”

To my surprise, Cassie actually smiled.

“My name is Cassie.”

Pinkie seemed to pipe up even more, if that was even possible at her current level of excitement.

“Cassie! Cassie and Aximilimy, and...” She trailed off as she looked at the others. She zeroed in on Jake. “Grouchy McGroucherson over there I think is Prince Jake. He looks as angry as Prince Blueblood always does.” I saw Marco roll his eyes.

Ax spoke to me.

I silently replied.

“Now for you two,” Pinkie said, pointing at Rachel and Marco. “Hmm, weren’t there six of you before?” She gasped. “Six of you, six of us! We could be the bestest friends! Or was I wrong? Are there only five?”

She swerved her head perfectly around her neck to look at me.

“Hey, you’re that bird from before!”

“Woah, woah, Pinkie,” Marco spoke up. “How’d you know where he was?”

“Well we are in a forest, and birds perch in trees, duh,” Pinkie responded, seemingly seriously, though the smile plastered on her face made it difficult to tell. Marco groaned loudly.

“That isn’t...I mean, you shouldn’t be able to...”

“I think somebody just out Marco-ed Marco,” Rachel said with a grin.

“Oh, so you’re Marco?” Pinkie said, turning her attention away from me. “Marco, Cassie, Aximimimimimi, and Prince Jake.”

Ax asked.

“Oh, so you’re all humans?” Pinkie piped up. Ax swung his eyestalks to her in shock.

“Oh, was I not supposed to hear that? I’m sorry.” Pinkie pouted, completely oblivious to what she’d done. To my surprise, I found myself laughing. This got Pinkie’s attention.

“So Mr. Bird, what would your name be?” She asked, tilting her head playfully. I nearly broke out into laughter again after watching her.

She let out a small giggle.

“That’s a funny name, but in a good way. Not the mean funny, although I still find it hard to believe that funny can be anything but fun.” Pinkie turned to Rachel. “Oh, that’s right. I still need to guess your name.” She furrowed her brow, deep in thought. “I’m going to say Rachel, ‘cause you look like a Rachel!”

Rachel’s eye widened slightly.

“Wow, you sure are good.”

Pinkie giggled at this knowledge and began jumping around the others in a wide circle. Then, to everyone’s surprise, music appeared from nowhere and she started singing.

“Tobias, Rachel and Prince Jake

Marco, Cassie, Axilimi

You’re all my new friends, now let’s have some cake

With your new best friend Pinkie Pie!”

She finished her song by embracing all six of us in a hug, even though we were a good distance away and I was in a tree. The others all looked at her with baffled looks. Ax’s eyes were nearly bulging out of his head.

As soon as he asked, Pinkie let us all go. I hovered in the air for a moment before landing on the ground. Somewhat taken aback, Pinkie pouted, her exuberance and excitement gone in an instant.

“Is there something I did that upset you?”

Cassie moved towards the pink horse and patted her affectionately.

“No Pinkie, Ax is just confused by how quick and crazily you move.”

Pinkie seemed to cheer up at Cassie’s words.

“Oh, everypony in town says that!” I heard Marco cough as he tried to hide another groan.

“Speaking of the others, Pinkie, there’s a good reason why we didn’t want to be found,” Jake said. “So do you think you can promise us that you won’t say anything to your friends? I know it’s a lot to ask, but we have good reasons.”

Pinkie nodded.

“Yep! I won’t tell anypony you’re here! Cross my heart and hope to fly, stick a cupcake in my eye!” she punctuated her bizarre oath by sticking her hoof in her eye. I watched, bewildered that she could bend like that.

“And you’re sure you’ll keep your word?” Marco asked suspiciously.

Pinkie let out a small giggle.

“Of course silly, nopony can break a Pinkie Promise.”

I told him privately. He flashed me a devilish grin.

“Well I’d better get back to town. The Cakes probably need my help with closing up Sugarcube Corner,” Pinkie said “See you all tomorrow.” And with that she went bounding off through the woods.

“Why not, Ax?” Cassie asked. “She seemed harmless enough to me.”

I added.

“Oh, I just remembered!” Pinkie said, bouncing into the center of us again. I squawked and flapped my wings in surprise. For a horse, she was quite skillful in being stealthy. Pinkie reached behind her and pulled out a giant pink cake lined with white frosting. “I know you all don’t want a party just yet, but I thought you would like some cake! You’ve never had a cake baked by me before, have you?”

All of us were at a loss of words from what we had just witnessed. Ax especially was taken back. The look in his eyes made it seem that they were going to burst from his head.

Pinkie looked at Ax quizzically.

“Matter-what-now? You talk funny for someone who doesn’t actually talk.”

Ax was about to speak again, but Jake shot him a stand down-type look.

“Thanks for the gift, Pinkie,” he said as sincerely as possible.

“Consider it a gift between new friends!” She then passed the cake to Cassie, said her goodbyes and bounced back through the trees. Once the others were sure she was gone they turned to each-other and then at the cake.

“Do you think it’s safe to eat?” Marco asked. “She could have laced it with poison or something.”

“She doesn’t strike me as the type of per-er, horse to do that,” Cassie said. Rachel scoffed, walked over to the cake, stuck her finger in the icing and ate it.

“Tastes fine to me.”

Cautiously the others approached the cake and one by one took small samples, with the exception of Ax. I could see he was in the process of morphing to human. Since Andalites don’t have mouths they have no real sense of taste. Unfortunately for us whenever he’s in human morph he can’t control his senses.

I never got the chance to finish asking before Ax leapt at the cake, shoving whole handfuls into his mouth at once. The others just barely got out of the way as frosting covered chunks were tossed around us. Soon the area was painted pink, and still Ax feasted.

“MMMnnn, so sweet, and sugary. Shu-gary.”

“Well, there goes our meal,” Marco said dejectedly.

“I don’t think you need any more sugar anyway,” Rachel said slyly.

I said, spreading my wings and starting to get some air. I saw them each give me a salute for luck before breaking through the canopy and into the sky.

Off in the distance, circling the town, I could see a number of Pegasuses moving clouds around and even sitting or laying on them. A crazy idea suddenly materialized as I watched them flying around. I climbed higher into the air, leaving the ground behind. Eventually, I spotted a lone cloud floating above the forest. Figuring I had nothing to lose, I aimed for it and tried to land.

I honestly expected to fall through it and was preparing myself to quickly take flight again. To my amazement however, my talons landed on the soft, puffy surface without a hitch. I flexed my talons, feeling the cloud bend and squish beneath them. I laughed with giddy excitement.

I shouted to no one.

I toyed around with the clouds for a few minutes, just breaking bits off and reforming others into little figures. In the back of my mind, I knew we had a possible alien invasion to deal with alongside getting back to Earth, but I was having too much fun to care at the moment.

Chapter 8

Author's Note: Written by Samaru163 and Tricondon.

Chapter 8

Rarity

I awoke not long after the sun had been raised, as I normally do. I slipped out of bed, being careful not to disturb the covers too much, and put on my absolutely gorgeous slippers. I designed them myself, you know. I headed to the kitchen and was surprised to see my sister, Sweetie Belle, already hard at work making her own breakfast.

“Morning, Rarity. Did you sleep well?” She asked, looking up from her work.

“Why yes I did, thank you Sweetie.” I moved over to the cupboards and fixed myself a simple bowl of oats. I glanced over at Sweetie’s hoofmade meal. It looked like what I assumed was a burned piece of toast accompanied by an orange slice. I gave a reassuring smile as she beamed with accomplishment. One of these days I was going to need to show her how to cook properly.

“So what are your plans for today, going off crusading with your friends?” I asked.

“Yep! Applebloom said she discovered something interesting down by her farm! We’re going to go check it out! Could you imagine, I could get a Cutie Mark in exploration!”

I giggled silently as she continued to ramble excitedly. Her enthusiasm was quite admirable to say the least.

I finished my meal quickly. I was expecting Spike to show up soon, since the little dear had promised to go jewel hunting with me. I busied myself by preparing a number of bags made to carry the jewels and fixed a picnic lunch for Spike and myself. Well, more like just a lunch for me, since Spike would prefer a ruby or a sapphire to a daisy sandwich.

I paced around the front of my shop in anticipation, waiting for Spike to show. However, seconds stretched into minutes, which soon became an hour. An hour and a half after Spike said he would be there, I was still alone.

“Well, I never!” I said angrily. “It’s one thing to be a few minutes late, but this is ridiculous!” In a huff I stormed outside and marched over to Twilight’s library. Whatever Spike’s reason, it had better be a good one for keeping me waiting.

I arrived at the library quickly enough. It was still fairly early, so I didn’t meet many other ponies along the way - not that I wanted to at the moment. I must have looked atrocious in my current state. It isn’t very proper for a lady to scowl, but I was quite put out. I knocked on the door fairly loudly and impatiently.

I was waiting only a few minutes before the door cracked open and I found myself looking at Twilight. The poor thing looked as if she hadn’t slept all night.

“Twilight dear, what-” Just then the door opened further and I got a glimpse inside. The library was in poor condition, with books and papers scattered everywhere. Many of the walls also bore the ugly black stain of fire. I saw my poor little Spike all tied up to a chair, struggling to get free. He looked up, spotted me and gave me a pleading look.

“Rarity! Help! Twilight’s gone crazy! She won’t let me go!” Twilight looked back and levitated a make-shift gag into Spike’s mouth.

“Stop spitting it out, Spike,” she said groggily before looking back at me. “Sorry Rarity, now’s not the best time for a visit.”

I pushed my way past Twilight and ran to Spike’s side, already undoing his binds with my magic.

“Twilight! You horrible mare! How could you do this to my poor Spikey-wikey?!” Just as I was finishing with the last binding, I was suddenly knocked off my hooves.

“Sorry Rarity, but you can’t let him go!” A bright pink pony cried. It took me a few moments to recognize Pinkie Pie. “No one’s going to free Ekips while I’m here!”

“Ekips?” Twilight and I said in unison.

“Yeah, you know, ‘cause he’s the opposite of Spike.” I glanced at Twilight, who was giving me a defeated look. I returned it; Pinkie isn’t a pony you understand very easily.

“Pinkie, darling, I’m afraid I don’t quite follow you. How is this not the same Spike we know and love?”

“Well, he’s not very nice. And Twilight says he tried to attack her. And he says I’m a lousy cook.”

Spike looked at me, his lips quivering as he started to cry.

“I-I didn’t do anything, Twilight just attacked me without warning.”

I turned back to Twilight, with disgust building up inside of me. She shook her head from side to side.

“No, Rarity! He’s lying! It’s not Spike!”

“Of course not, Twilight! He’s Ekips!” Pinkie declared.

“Twilight Sparkle I am utterly ashamed of you! How could you do this to Spike, and after all he’s done for you? Now you untie him this instant!”

“Rarity, listen to me, this is not Spike!” Twilight pleaded.

“Prince Jake!” Pinkie suddenly blurted out. We all turned to look at her, but Pinkie’s expression was her usual happy unreadable face.

“Come again?” Twilight asked in confusion.

“Prince Jake might know about what’s happening, and maybe he can help us find Spike!”

“Those bizarre shapeshifters?” I asked. “Pinkie, how do we know they aren’t Changelings? And even if they’re not, how can we trust them?”

“Do you have a better idea, because unless it involves a ton of baking powder and three spoonfuls of pink paint I don’t see how it will help.”

“How would baking powder...” Twilight began, but then stopped herself. “Nevermind. Alright, Pinkie, we’ll go see Prince Jake.” I looked towards Spike and for a moment it looked like an underlying emotion was welling up behind his pleading face. It almost resembled hatred. The odd scene was gone as quickly as it had come, and Spike looked as forlorn as he had before.

We walked to the edge of the Everfree Forest, with Pinkie taking the lead. I was a little behind the others, but that was only so I could keep a watch on Spike. Twilight had refused to go anywhere unless Spike was securely tied up, and she offered to carry him herself. I could see a few other ponies shooting Twilight some questionable looks, but she continued on as if she never heard them whispering and pointing at her.

Throughout the entire trip Spike remained silent, with a look of boredom and worry look on his face. I didn’t blame him in the slightest, but soon we’d have this mess straightened out and Twilight would apologize to him.

“Oh, wait!” Pinkie blurted again. “You have to stay here! I’ll go get Prince Jake!”

“Pinkie, I really think it’d be better if we all went together. It’s not safe in the Everfree, and the sooner we talk to the Prince, the better,” Twilight said calmly.

“Please Twi, it’s really important I see them first!” Pinkie said as her eyes widened.

“And why is that Pinkie?” Twilight inquired.

“I Pinkie Promised! I can’t break a Pinkie Promise!” She cried

Twilight looked at Pinkie with shock and awe. I guess I was as well.

“Pinkie! Have you already met with the Prince?” I asked. “When did you do this? How could you just burst in on him? He’s royalty!”

“I didn’t mean to, I was just going to give them a welcome gift. I wasn’t trying to be nosy.” By this point Pinkie looked like she was on the verge of tears.

“Alright, Pinkie,” Twilight sighed. “What did you promise?”

“That I wouldn’t tell anypony where they were.”

I looked at Twilight, who had a glint in her eye.

“But Pinkie, you’re not going to be telling us. You’re just going to be leading us to them. That’s not breaking your promise.”

I admit my heart skipped a beat at the eerie ‘voice’ that pushed its way into my head. I looked all around and finally spotted a very regal looking hawk perched in the tree above us.

“Oh! Tobi...I mean, birdy!” Pinkie said. The hawk turned his head to look at her.

“Yes, see we were wondering if we could speak to Prince Jake at all,” she replied excitedly.

Twilight stepped forward, Spike still struggling to get free.

“Please, Mr. Bird, I have reason to believe that Spike has been kidnapped and replaced with this copy. I want to know if the Prince knows anything about this.”

There was a long period of silence. The hawk looked from me to Twilight to Pinkie and finally to Spike, eying us impassively.

It asked hesitantly.

“Yes we do, a fairly stable population in fact,” Twilight replied.

“He hasn’t been acting like himself, as if something else is using his body.”

The moment Twilight stopped talking the bird’s eyes seemed to widen with shock.

it said after a brief pause. And with that, the hawk took off, heading into the forest. I looked at Pinkie, already bouncing after the bird, then turned to Twilight. She shook her head and slowly trotted after Pinkie. I was worried about entering the forest unprepared, but one last look at Spike’s pitiful figure strapped to Twilight’s back gave me all the courage I needed. With a final glance backwards at Ponyville, I headed into the forest after Twilight and Pinkie.

After a few minutes of walking through the tangles of dark trees we came upon a tiny clearing. There stood the same bright blue pony from yesterday, scraping his tail against a rock. He swerved one of the eyes growing from his head towards us the second we approached. Another eye looked towards the bird and there was a moment’s silence before he spoke.

All of us, including the bird, looked at him with utter confusion.

the bird said after no one made any motion to move. Twilight nodded and walked towards the bizarre blue beast, turning so he could poke and prod my dear Spike with his third set of limbs. I could see Spike growing more and more restless, and I could understand his unease. Being tied up, accused of being an imposter by all my friends, being examined by this strange creature from the skies; I could never hold together as well as he was.

The beast - Ax, did the bird say? - took out Spike’s gag.

“Get your hands off me, Andalite filth!” All of us stared at the little dragon, unable to comprehend what he had said. I looked towards Ax for some form of clarity, but all his eyes were on Spike.

“It is too late for you to do anything to help, Andalite. This planet is ours, and there is nothing you can do to save it.” Spike spat small green fireballs at Ax with every word, but he evaded them easily.

another voice said. I scanned the tree tops for more birds, but could find nothing.

“So I was right!” Twilight shouted. “This Spike is a copy!”

Ax said coldly.

I simply stood there, unable to believe what I was hearing. A race of little things was controlling my Spike? The very idea was preposterous. Yet, Spike would never attack somepony like that, and he did say something about taking over Equestria. Twilight seemed as shocked as I was, and seemed to be struggling to form words.

“H-Ho-How did this, this thing get in Spike?!”

Twilight swallowed hard. “Is there a way to get it out?”

Ax’s stalks shifted to give off an almost threatening appearance. At the mention of that word Spike’s eyes seemed to swell with fear.

“Die?” Pinkie shouted. “But! But we can’t let the poor thing die!”

There was a moment’s pause, and Pinkie shook her head somberly.

He looked towards Twilight.

“About a day,” she replied.

The same voice from before spoke up again, and Ax swung his eyes up.

I could hear the underlying tone of shame in those words.

“I’m staying too,” I said. I felt the gaze of everypony else turn to look at me, and it took me awhile to realize what I’d said.

“Are you sure, Rarity?” Twilight asked.

“Yes. I owe it to Spike to stay and help him any way I can.”

“Then I’m staying too,” Twilight said.

“And Pinkie makes three!”

Ax and the bird flashed each other worried looks.

“All the more reason Spike needs us to help him through it,” Twilight said with certainty.

Prince Jake spoke.

“Pinkie Promise!” Pinkie said as she bounced around the clearing. “If you’ve forgotten, it’s the promise I made yesterday.”

Prince Jake said. I continued looking around, but I still could only see the hawk that led us here.

Twilight nodded in agreement and followed Ax deeper into the dark trees, leaving Pinkie and myself alone with the hawk.

“Where are you anyways, Prince Jake?” Pinkie asked.

“Pinkie!” I hissed under my breath. “You’re dealing with royalty! Show some respect!”

There was a shifting in the underbrush near my side, and a small golden dog brushed against my leg.

“Oh, hello doggie,” Pinkie said, giving the dog a pat on the head.

Prince Jake moaned.

I managed to laugh, in spite of what was happening. First a strange assortment of animals came falling from the sky, then they all turned into birds, and now one of the birds was a dog and rubbing against my leg. I kept thinking this was all some dream that I was going to wake up from.

I almost wish it were a bad dream.

Chapter 9

Author's Note: Written by Samaru163 and Tricondon.

Chapter 9

Spike

Do you know what it’s like to be trapped in your own mind? To see through your eyes but are unable to move them. To hear your voice lie to your friends without your control. To do nothing but sit, bound and chained, with nothing to do but scream silently where nothing can hear you. Nothing that is, except for it. That creepy little slug wrapped around my own brain, controlling my every movement.

I don’t remember how he got in my head. I do remember thinking this was all some horrible dream; I’ve had dreams like it, where you can’t move your body no matter what you try. I remember eventually coming to realize this was real, and that taunting voice always trying to get me to stop resisting.

After a time, I did stop. I had lost all track of time. How long have I been prisoner? A month? Two months? Even I don’t know. I just stopped caring, stopped pleading to be let go.

At least, until Twilight discovered the slug in my head. That one instance sparked some hope in me, and I began fighting back. There was little I could do, but even the smallest annoyance could affect the outcome. And sure enough Twilight was able to capture him, and that’s when the smug voice got scared.

It may be a dark thought, but I wanted my body back.

the voice said.

I retorted.

The voice gave a small, amused laugh.

I said mockingly. The Yeerk didn’t say anything after that, he just went back to flipping through my memories.

“This is far enough I think,” Twilight’s voice was like a cold knife in the darkness. I looked through eyes that were no longer my own as she lowered me to the ground next to a withered old tree. Next to her was the odd blue creature that the Yeerk had called ‘Andalite.’

The Yeerk never told me much of his own past, or showed me any of his memories, but when he did it was always about the Andalites. It seemed there was a lot of bad blood between their races, or at least that’s what my limited glances told me. It must be pretty deep, ‘cause I could just feel his hatred and loathing ooze into the corners of my mind every time he looked at the Andalite.

The Andalite swerved one of its eyes towards the tree’s branches. Faster than I could keep track of his tail was whizzing through the air. There was a slicking, cracking sound above me, but the Yeerk kept my eyes locked on the Andalite. Even as thick black vines dropped in severed heaps he refused to look away.

“Is this really necessary?” Twilight asked the Andalite. There was a brief period of silence before Twilight spoke up again. “Alright, if you’re really sure.”

I was confused; only Twilight was speaking, yet she acted as if somepony else was talking to her.

Twilight used her magic to pick up the vines and wrap them around me. She tied my hands behind my back and lashed me to the tree. I felt my face contort into a pouting look. The Yeerk looked at Twilight.

“Please, Twilight,” ‘I’ said, “let me go. How can you believe this creature over me?”

“I know what I heard earlier. You’re not Spike, and I’m not letting you go until I get my friend back.”

I couldn’t tell if the Yeerk was musing out loud or just tormenting me. Either way, I was worried.

Luna’s moon was high in the sky by the time the Yeerk broke free of the vines. He was smart, waiting for the dead of night to slink away. Nopony noticed as we slipped away, though I was fighting, trying to slow him down through any means I could. But it was almost like a parasprite fighting a dragon. The amount of focus and determination emanating from him was like a barrier, pushing me deeper and deeper into the reaches of my mind.

he said coldly.

There was a rock ahead. The Yeerk climbed over it and leapt off the other side...

But I never hit the ground. The trees had bent towards me and some of the branches were tied around my wrists. As the Yeerk eyed them, I noticed they had a soft purple glow around them.

“You honestly believed escape was that easy?” Twilight sad, stepping out from behind the tree.

the Yeerk spoke, though I do believe he had a subtle tinge of fear in his words.

I taunted.

Twilight moved further out from her hiding spot and shifted her magic from the branches to me. Soon she was walking the way I had come, holding firmly onto me with her magic.

We walked - or rather, Twilight walked while I hung in the air, suspended by her levitation - back into the clearing where the Andalite and Rarity were both waiting.

“Oh, there you are, Twilight. I was worried about you.”

“I’m sorry. Spike was making a run for it, so I had to chase him.”

The Andalite said, quite shocked. I was surprised too, since he was bothering to include me in the conversation this time.

“What?” Twilight looked around for a moment before realizing what the Andalite had meant. “Oh, you mean Spike. I’m holding him up with a simple levitation spell. Very basic magic.”

The Andalite seemed flustered by what he was hearing. I didn’t quite understand what he was so upset over.

“What do you mean? Levitation is one of the earliest spells you’re taught at magic school.” Twilight explained patiently, but this only seemed to make the Andalite more frustrated.

The Andalite was nearly shouting, and I wished he spoke like normal ponies so I could cover my ears and try to block him out. If the Yeerk let me, that is.

The Yeerk spat angrily.

“Ax, do you think you could calm down a little? You’ll wake the entire forest and half of Ponyville,” Rarity said softly. The Andalite looked at her for a second and seemed to relax, although its eyes still had improbable looks in them.

“Right, well, it’s still my shift, so you two can go back to sleep,” Twilight said, walking back to the tree and tying me up again, a bit tighter this time. The vines were cutting into my wrists, but I didn’t care about it for the time being. To me, the pain meant it was that much harder for the Yeerk to escape again, and I was that much closer to getting my body back.

The Yeerk tried several times to escape over the next two days. His attempts became more and more desperate, once even making a run for it while Rarity, Pinkie, and the Andalite were all watching. As I was being carried back by Rarity, the Yeerk was fuming silently.

There was a deafening silence before he spoke again.

I was silent for a long time. It hadn’t occurred to me that this was what all Yeerks did. I mulled it over for a while before forming my response.

the Yeerk said.

The Yeerk's voice was growing more distant.

He shifted my eyes towards the horizon, and I could just make out the outline of Celestia’s sun beginning to rise. It was a beautiful sight. Suddenly the peaceful moment was ruined by a painful and ear splitting shriek.

The screams of the dying Yeerk echoed through my mind and stung deep into my brain like a needle. And yet I felt none of his pain. It was like I was watching a far off event, with only his screams to keep me company.

“Ax, what’s happening?” I could barely make out Twilight voice. “Spike, Ax says the experience won’t be pleasant, but it will be brief.”

I thanked her in my mind as I was flooded with images from the deteriorating mind of the Yeerk. I saw images of faraway places and alien beings. Bits and pieces of memories mixed with my own, and I experienced them like I was there.

I saw the Yeerk swimming blind and helpless in the Yeerk pool, soaking up the rays they used as sustenance. It was a bleak life, seeing nothing but shapes and echoes in the sluggy waters. For a moment I almost felt sympathy for the dying creature.

I then saw a distant land, much like Equestria, and yet different. It was populated by odd, bipedal beings which resembled monkeys. It was one of these that had been the Yeerks’ first host. I saw through his memory as he slid inside the creature’s ear and took control. I felt him flex its fingers as if I were doing it. And then I saw the world through the eyes of the creature.

It was an explosion of wondrous colors, shapes and patterns. Never in all my life had I experienced something so beautiful and breathtaking at once. I won’t say I agreed with the Yeerk's motives, but I began to see why they did them.

The memories were interrupted once again by the cries of pain from what felt like a deep chasm in my brain. It was like all this time the Yeerk had been digging its own grave as I saw its life unfold before me. It was a sickening thought.

By now it was no longer in pain, that didn’t even come close to describing it. Yet despite the feeling, it was able to give off one last thought.

The Yeerk gave off a shudder. I could feel its body tensing up, and soon it was physically spasming inside of my mind. My vision changed, I felt as if l could see through things. No, into things. It was like I could see the front, back, top and bottom of everything at once.

And then I saw it.

It was huge, indescribably huge. Was it a creature, a machine or a mixture of both? It had no arms and sat on a throne miles high, almost like it couldn’t move. Instead of a head, it had a single huge, blood red eye. Slowly it shifted it left to right, as if observing a domain only it could see.

And then the eye fell onto me. Celestia, the eye fell on me. I couldn’t move, couldn’t scream.

The eye SAW me.

And then everything went dark.

I panted for breath, trying my best not to scream. It took me a few moments to realize that I was breathing. I was back in control of my body. I wiggled my fingers reflexively, and a small smile formed as they moved exactly as I wanted them to. A sudden pain in my ear made me gasp; I winced as it passed, then felt something hanging off my head. I shook my head slightly, and the Yeerk dropped onto the ground. I watched as it shriveled up, swaying from side to side, then it stopped moving entirely.

“Spike? Are you OK?” I looked up into Twilight’s concerned face. I slowly nodded, my breathing returning to normal. The Andalite came into view and I sniffled a bit.

he said matter-of-factly, and at that I felt my binds coming undone. I rubbed my sore wrists as soon as I could, though I noticed that my body was sluggish and slow to respond. Again, as dully as if he were Twilight recording her homework notes. No, Twilight usually was a tad more emotional.

I plopped on the ground in front of Twilight, finding it very difficult to stand. I looked up at some rustling in the bushes and smiled as Rarity and Pinkie came into view.

“Oh, Twilight! Is my little Spikey-wikey all better?” Rarity said, running up beside us.

“I think so, Rarity,” I said slowly; it was as if I was trying to speak through a mouthful of honey. Twilight nuzzled me, rubbing her nose against my cheek. An image of that terrifying eye flashed through my mind again, and I could hold back no longer.

“Twilight! I’m so sorry!” I yelled as I began to cry, buried my head into Twilight’s chest and sobbed loudly. I felt Pinkie and Rarity hug me tightly, but I didn’t move my head to look. I just sat there and cried, surrounded by my friends for some time. It was a while before I finally stopped crying and Twilight gently levitated me onto her back. She said her goodbyes to the Andalite, then took me back to Ponyville, with Rarity and Pinkie walking beside her the entire time. I just looked at Twilight’s mane, unable to look Rarity in the face.

Chapter 10

Author's Note: Written by Samaru163 and Tricondon.

Chapter 10

Twilight

It was with some reluctance that I tied up Spike once more, but his attempt at escape proved that he was no longer the same Spike I knew. I made sure the vines I had pulled out of the tree were tied extra tightly, then turned around. Rarity was standing there next to Ax, clearly upset over how I was treating Spike, but I had little choice in the matter. Ax made sure to keep all four of his eyes locked on Spike. I was getting a feeling of hatred between him and the thing controlling Spike. I sighed and tucked the matter away for later; yet another question I’ll have to try and get from him.

“Twilight. Do you mind if I take the next watch?” Rarity hesitatingly asked, darting her eyes between Spike and me.

“Sure thing Rarity,” I said reassuringly. She gave a tiny half smile and trotted over, lying down in front of Spike and keeping a close eye on him. Spike did not seem to acknowledge her presence. Rarity noticed this and let out a whisper of a sigh.

I turned my head around to see Ax. Even when speaking to me the Andalite kept both of his eyestalks pinned on Spike. I shook my head slowly.

“I guess so. I’m not sure,” I said lamely. I glanced over at Rarity and Spike, then sighed. “Ax, can we speak in private?”

He gave me a nod and the two of us walked a fair distance from Rarity and Spike. Soon the trees began to grow dark and foreboding again, and I came to a halt.

“Just Twilight is fine, please.” Ax nodded, never taking his eyes off me. I found that somewhat creepy, to be honest.

“It’s alright, Ax," I said, infinitely calmer than I felt. “I wanted to ask you about, well, everything. How can you travel among the stars? Do you live among them like we do on the ground? How do you see through all four eyes like that?” I paused for a moment, thinking things over. “No, those questions can wait for later. What I really want to know is will I ever get Spike back? And how do you know about what’s happening to him in the first place?”

There was a pause as Ax seemed to consider what I had asked. I wondered if he was communicating with Prince Jake; he seemed to have the ability to only project his thoughts only to those he wanted to.

Ax said finally.

I let out a small sigh. Of course he’d respond like that; it was eerily similar to how Princess Celestia would answer some of my questions when I was still a filly living in Canterlot. Although being a being from another planet, I could understand his reasons.

“Ok, fine, just tell me what you can.”

<Very well then. To answer your first question, yes you will get your friend back. In about two days the Yeerk will die of Kandrona Starvation and he shall regain control of his body. The Yeerk will try to escape many times, and now that he knows of my existence here it is imperative that he not be allowed to communicate with the rest of the invading force.

I could tell from the look in his eyes that he wasn’t going to tell me anything more.

I sighed in frustration. Ax’s answers weren’t exactly helpful.

“Alright, then. What about your shapeshifting power? Are you some sort of space-Changeling?”

“Technology? So you don’t have magic?” I asked in confusion. The thought of life without magic was a totally foreign concept to me.

Ax said skeptically. I was about to say something about that, but decided not to. I guess if I lived on a planet without magic it would be hard to convince me of its existence as well. I recall reading about Earth Pony settlements that shun Unicorns because they think their magic to be something unnatural.

“So without magic your race evolved the ability to become other creatures and fly through space?”

Ax blinked in surprise a few times before responding.

He sounded somewhat confused and I wondered if I wasn’t explaining myself properly.

“No, unless you count our zeppelins.” I thought for a moment. “So, how does it work? Can you teach me to transform into other creatures at will?”

The way he spoke that last sentence struck me as a bit odd.

“Is there a reason you don’t share?”

Ax replied calmly.

I let out another sigh. These questions weren’t getting me any closer to understanding anything.

“Hey Aximimimi and Twilight! Here you two are!” Pinkie shouted, bouncing out from behind a tree. Out of the corner of my eye I could see Ax’s tail twitch. I was about to ready my magic but he realized who was approaching and relaxed.

“Oh, then you would prefer if I hopped? Or what if I skipped? Maybe I could prance out, or even dance!” Pinkie broke out into giggles.

“Pinkie, what are you doing here?” I asked in a rare moment where Pinkie wasn’t talking.

“Oh, I was going to go back to town and pick up some snacks for everypony and thought I should ask what you all wanted.”

Ax said when she finished.

Pinkie tilted her head playfully.

“What did you eat? There’s no food out here.” Pinkie squinted her eyes, peering at Ax’s face. “Actually, how did you eat? You don’t have a mouth.”

I turned, staring at Ax. Somehow I had missed the lack of a mouth in our previous conversations; I wonder if his bizarre eyestalks distracted me.

Both Pinkie and I stared at Ax for a moment. In a bizarre, foreign way, that made perfect sense.

“Okie-dokie-loki! No food for Aximilimilimi, then!” Pinkie shouted, her normal enthusiasm and excitement returning in a heartbeat. “So what can I get you, Twilight?”

“Oh, nothing fancy, Pinkie.” I thought for a moment. “Um, could I ask you to check my mail before coming back? I sent a letter to Princess Celestia and I’m still waiting to get a message back.”

“Through the normal mail? Don’t you usually have Spike to do that for you?”

“Well, yes, but he wouldn’t send any letters for me. Or, I guess, the Yeerk wouldn’t send any letters for me. So I had to use the post office,” I patiently explained. “I’m hoping to receive a reply from the princess about our situation.”

Ax shot his stalk eyes towards me.

“Well yes, I had to. You did crash through part of their castle during your arrival.”

Ax seemed to be figuring something out in his mind.

“Uh, I’m not sure. At least a day, I guess. Why?”

“Oh, nopony would ever do that!” I exclaimed. “I mean, reading somepony else’s mail? That just unthinkable!”

Ax looked at me almost bafflingly.

he said.

I was taken back by Ax’s words. The Yeerks were dead serious in this invasion. I thought for a moment before talking again.

“Pinkie, make sure you aren’t seen while in town, ok? We don’t need anypony else to know we’re in the Everfree. And check my mail too, please?”

“Ooh, a secret spy mission!” Pinkie started walking low to the ground, almost crawling. “I can do that! Nopony will ever know I was there!”

“That‘s the spirit, Pinkie.” I then looked back to Ax. “Do you think they could have found out about you already?”

“Well, I’m off! Bye, Twilight! Bye, Aximilililili! Bye, Tobias-hiding-in-the-tree!” Pinkie announced, hopping off back the way she came.

Tobias asked dumbfoundedly.

‘Spike’ tried escaping a number of times over the next two days. He nearly got away once, but Tobias managed to find him and lead us to him before he could get much farther. I began to see the usefulness behind being able to shift form at will, though I was still insanely curious about doing it myself.

It was a great relief to hear that Spike was back to normal, though Pinkie did cry a little as the Yeerk died. I can’t say I didn’t feel some remorse for it. Seeing its small, blind body shriveling up in the grass, I almost understood why it took over other creatures bodies. In a way, I pitied them, too.

Spike had been through a terrible ordeal, the likes of which Ax told me I couldn’t even begin to imagine. Seeing Spike cry like that, I had to agree with the alien. I thought it best to head back to my library where Spike could relax in a familiar location; I also didn’t feel like spending another night out in the Everfree. We said our goodbyes to Ax and the others and headed back into town.

There was quite a surprise from ponies as we returned from our two day absence. Many questioned why we were gone; in the back of my mind I was secretly glad that Applejack was not with us. She is a terrible liar and would almost certainly have given away Prince Jake’s location. Instead we simply smiled and said the Princesses had sent us on an excursion through the woods.

Finally we made it back to the familiar hollowed tree that was the library. Quickly we all slipped inside inconspicuously and I breathed a sigh of relief.

“Ah, Twilight Sparkle, We have been awaiting your return!”

My heart was in my throat. Slowly I looked towards the center of the library. Standing there was a midnight blue Alicorn with a flowing mane and tail like the night sky. She was looking at us with much consternation.

“Ah, Princess Luna!” I said and bowed quickly, forgetting about Spike on my back. He tumbled over my head, rolling onto the floor. I could hear the shuffles as Rarity and Pinkie bowed as well.

“Rise, Twilight Sparkle. We wish to speak with thee about a grave matter.”

I gave a quick look to Spike before obeying the Princess’ request.

“What is it, Your Majesty?”

“We’re certain you are aware of the strange metallic object that collided with the palace three days ago,” Luna began. “We received the letter thou hast sent to Princess Celestia; however, our sister is busy with repairs to the castle and has not yet had time to read it. So We decided to act in her stead.”

“Oh, well then, I should probably tell you everything we know.” Luna cut me off with a gesture.

“We are already aware of the presence of the alien beings hiding in the Everfree.” Luna narrowed her eyes, looking at me closely. “We wish to speak to them immediately. Twilight Sparkle, thou shall guide us and announce our arrival.”

Chapter 11

Author's Note: Written by Samaru163 and Tricondon.

Chapter 11

Jake

“So what are we supposed to do, oh fearless leader?” Marco asked sarcastically. “We’re trapped on an alien planet, billions of miles from home with no way back, and we’re trusting our lives to a bunch of talking horses. Oh, and did I forget that the Yeerks are hitting this planet pretty hard as well? Am I the only one who realizes how insane this is?!”

“Do you have a better option Marco?” Cassie asked.

“I know I do,” Rachel joined in. “We find the Yeerks, hijack a ship and go home.”

“Great plan, except we have no idea where they are or how powerful their forces are,” Marco responded.

“Enough,” I said, cutting off Rachel before she could retort. “We’re not getting anywhere like this. Now, does anyone have some useful ideas?”

Tobias offered.

I thought about it for a moment.

“Yeah, that does seem like the best action for now. Though don’t bunch together. Groups of no more than two at a time. And make sure to keep a reasonable distance, enough to still see the others while not looking conspicuous.”

Cassie stood up.

“What about just asking Twilight and her friends for assistance?”

“We don’t know if we can fully trust them. Who knows how many of them could be controllers?” Marco said coldly.

“Well obviously not Twilight, Pinkie or the white one. If they were then surely they’d have tried and saved that dragon controller.” She paused for a moment, probably taking in just how bizarre that sounded. I had to suppress my own laughter once I’d thought about it a little.

“True, but that still leaves the yellow one, the orange one with the cowboy hat, and that really aggressive rainbow one.” Marco looked like he was considering his options. “I think the rainbow one might be; she did attack Ax immediately and without much thought.”

Tobias said.

“What is the matter with you people?” Marco asked incredulously. “We’re on an alien planet nearly run over by the Yeerks, and you want to trust a bunch of talking horses blindly?”

Tobias said suddenly.

“Well, we know it’s not Pinkie, then,” Cassie muttered.

“Ax, Tobias, you remain here. Everyone else, morph something inconspicuous,” I said. The words had barely left my mouth before a purple Unicorn - Twilight, was it? - walked out from behind the nearest tree.

She stopped as soon as she spotted us, looking around in confusion. Her mouth opened and closed at random, as if she was trying to talk, but nothing came out.

“Well, crud,” Marco said. Before any of us could even think of our next actions another horse came from the trees. This one was larger than Twilight and was a deep midnight blue colouring. What really got my attention about it though was its mane and tail. They seemed to flow in an invisible wind and resembled the night sky.

“Double crud,” I muttered.

“Uh, I, we’re...” Cassie stammered.

“WHAT ARE THESE CREATURES?!” The larger horse bellowed, and I instinctively brought my hands up to my ears. Her voice - there was little doubt in my mind about her gender now - was incredibly loud, and I thought she could even be heard in the town, far away as we were.

Ax said while holding his own ears.

“Ah, Princess Luna...well, the blue one is Ax...” Twilight mumbled. I straightened up in an instant, forgetting about the ringing in my ears.

“Princess?” I asked, dumbfounded. Looking at the horse again I noticed a small black tiara on her head.

“Oh, wonderful. What are the chances she owns the castle we crashed into on our way down?” Marco said under his breath, just loud enough for me to hear.

“SO THOU ART THE ONES WHO HAST ATTACKED OUR PALACE?!” she bellowed again. I winced slightly; her hearing was far better than I expected.

“Woah, woah, woah,” I said, motioning for her to calm down. “We didn’t attack anyone. Our ship lost control and we crashed.

The horse Princess didn’t seem too convinced with me. Twilight ran between us, keeping her eye on me.

“That voice...is that you, Prince Jake?” she asked tentatively. Before I could respond, the Princess spoke up again.

“THOU ART A PRINCE? WHERE IS THY ROYAL REGALIA?” she yelled, though somewhat softer than before. She seemed to be studying me carefully as she spoke, sizing me up with a critical eye.

“The Prince’s royal...things are back at his palace,” Marco said boldly, stepping forward. “We’re here on a sightseeing tour, and didn’t want to draw undue attention to ourselves.”

“AND WHO ART THOU TO SPEAK ON THY PRINCE’S BEHALF?” the Princess shouted.

“I am the Prince’s royal advisor!” Marco continued, trying to make his own voice match the horse’s.

Tobias whispered.

“THOU TAKEST US FOR A FOOL!” she yelled, loud enough to cause Marco to stumble backwards. “THOU ART NOTHING BUT THIEVES AND BANDITS! WE DOUBT THOU ART EVEN A PRINCE!” she finished, looking at me.

“Who are you to just waltz in here and start declaring this and that on us?!” Rachel spoke angrily.

“WE ARE THE PRINCESS OF THE NIGHT, CO-RULER OF EQUESTRIA! HOW DOST THOU NOT KNOW OF US OR OUR SISTER?”

“Forgive Captain Xena your highness,” Marco said when the Princess was finished. “She has a rather annoying habit of speaking out of turn.”

Rachel looked like she was about to strangle Marco, but I shot her a drop it look. I could see the method hidden in his madness and hoped the others would catch on too.

“Princess, I would like to apologize for the behaviour of myself and my entourage,” I said to the others' surprise. “But as you can easily tell we are foreigners to this land and do not know your customs.”

The Princess considered what I had said for a minute before replying.

“Perhaps We were too hasty in our assumptions,” she said, much softer than before. I was secretly thankful she had stopped yelling.

“Um, Your Highness?” Cassie meekly spoke up. “Who is your sister, anyway?”

The Princess blinked in surprise for a time before shaking her head, as if in understanding.

“Ah, of course. We realize our banishment had only ended a short while ago. Our sister is Celestia, Princess of the Sun.”

Ax spoke to me privately.

Cassie seemed to be looking at the Princess with great interest and scrutiny.

“Princess, I noticed you have both a horn and wings. Does either of them actually work?”

“Of course they function properly!” Luna said as if insulted. She then unveiled her wings and flew a few feet in the air. “Allow us to show thee.” Her eyes then began to glow a brightly and thunderclouds accumulated over the forest.

All of us looked at the princess in amazement; Ax especially seemed blown away by the spectacle before our eyes.

“That’s amazing!” Cassie said, almost like an eight-year-old watching a magic show.

Ax said as if correcting her.

Tobias said, still focusing on the Princess, who finished her display with a crack of lightning.

“That’s incredible, Your Highness!” Cassie squealed. “Can Celestia do that too?”

Luna narrowed her eyes as she folded her wings against her body, staring at all of us.

“Dost thou not know of Our power?” she said. “How can thy be unaware of our sister?”

“Well we did just get here, so sorry if we don’t know everything right away,” Rachel spoke up.

Luna eyed Rachel intensely, but seemed to calm down after a moment.

“We offer our apologizes. We were unaware that knowledge of our power did not stretch beyond Equestria’s borders.” Luna brought a hoof to her chin in what looked like thoughtfulness, though I was more interested in how she managed to bend her leg like that. “We are curious, however; how didst thou make thy metal chariot fly? We saw neither Pegasus pulling nor sensed Unicorn magic keeping it aloft.”

Ax said. I could see the brief look of confusion on Luna’s face, but she hid it well.

“What he means to say is that our ship wasn’t powered by magic or pulled by anything,” I offered. “It’s instead pushed through the sky by columns of fire.”

“Columns of fire? How does that work?” Twilight finally spoke up. Before I could answer her the Princess made a beckoning motion with her head. Complying, Twilight followed her as they headed into the trees.

“Well this is just perfect!” Marco complained. “Tobias, I thought you said you would keep an eye out for any horses that were getting too close. This is the third time you’ve let us down!”

“Marco, shut up,” I said. “Whining isn’t going to solve anything.”

“Do you think she’ll have us taken prisoner for damaging her home?” Cassie asked.

“She’ll never take me without a fight,” Rachel said proudly.

“Oh, yes the mighty Captain Xena versus the magic talking horse who can control the weather. I’m sure you’ll come out on top,” Marco quipped. This got him a small shove from Rachel.

Ax said.

“The force is strong with these horses,” Marco said.

I was about to reprimand Marco when Luna and Twilight came back. Twilight looked rather upset, though she was trying to hide it.

“We believe our sister would like to speak to you in greater detail,” Luna began. “Thou may stay with Twilight Sparkle until tomorrow, when thou shalt all take the train from Ponyville to Canterlot. We will be awaiting thee there.”

With that, Luna turned around and flew away, leaving the seven of us behind. Twilight watched Luna go, then turned to look at me.

“So, Prince Jake, is this what you really look like?”

I saw no point in denying it any longer.

“Yes it is Twilight. Were you expecting more?”

“Well, no. Just...different,” she admitted after a moment. I could feel that she had more questions to ask, but Cassie interrupted her.

“Wait, we’re supposed to spend the night at your place? I’m uneasy about walking around town like this.”

“Well, why not just turn into ponies? You’d blend in well like that.”

“Oh, uh, we can’t. I mean we shouldn’t. It wouldn’t be right,” I stammered. “Not unless we ask for permission first, at least.”

“Well, what if I gave you permission on behalf of the ponies?” Twilight suggested.

“No, that wouldn’t be right. I mean, it doesn’t work like that,” Cassie explained. “See, we actually become copies of other creatures, right down to the cellular level.”

Twilight stared at us for a moment and seemed to be processing what we had said.

“So, what does that mean? You can only directly copy another pony?”

I nodded.

“It’d be weird, having seven Twilights walking through town.”

Twilight seemed to consider this for a moment before giving a little shout.

“Oh! I know! I can get my other friends! There are six of you and six of us! So long as we don’t all walk together, nopony in town should notice there are too many of us!” Before any of us could object a flash of pink light came from her horn and she vanished.

“Well that went well,” Rachel said after a moment's pause.

Tobias said.

“But don’t you think it’s wrong?” Cassie asked.

Ax mentioned.

Tobias said.

I sighed in resignation. This really was the best plan we had at the moment.

“Alright, but be ready for a fight if one of them is a controller,” I said. I secretly wished none of them were, but wasn’t looking forward to meeting them.

“Is it too late to call on Captain Kirk for help?” Marco asked.

Chapter 12

Author's Note: Written by Samaru163 and Tricondon.

Chapter 12

Ax

I trust Prince Jake as my leader, but sometimes even I question his decisions. I was not looking forward to meeting Twilight’s friends; they were untrustworthy. I had no idea if they could keep a secret, or even if none of them were truly controllers. We had not even met three of them besides our first encounter.

“I’m still not really OK with this,” Cassie said. Out of all of us she had the most confusing of morals, primarily when it came to the acquiring of sentient species.

The sound of hoofbeats nearing us caught my attention, and moments later Twilight came back into view, with five more equines behind her. They eyed us with suspicion, particularly the blue one. I tensed up a little, swinging my tail-blade from side to side in anticipation. Fortunately, she seemed to be under better control than during our first encounter.

“Oh, my. They are quite unusual,” the white one said as she came into view. It took me a moment to recognize her as Rarity. I assumed she was speaking of Prince Jake and the others, since she saw me in my true form just the day before.

“Eh, they’re not that special,” the rainbow-maned one said. “No wonder they turn into animals. Bet they can’t even fight like this.” There was a derogatory tone to her voice.

“I think they look, um, interesting,” the yellow one spoke in a very soft tone, almost inaudible. I assumed she was frightened by us.

“If you like hairless monkeys,” the rainbow one spoke again.

“Rainbow Dash, be polite!” Twilight spoke up, a hint of anger in her voice. Behind me, I could hear Marco trying not to laugh.

“It’s like looking at a horse version of Rachel,” he said under his breath.

I was suddenly aware of a weight on my back. I swung my stalk eyes around and nearly fell over. The pink equine was seated there. I was shocked for a moment. Not seconds earlier she had been standing with her friends. Even with all four eyes, I had managed to miss her movements.

“Hiya, Aximimimi! Gonna copy me now?” She asked excitedly.

I asked, still slightly in shock. She looked at me for a moment and her smile widened to a near unthinkable size.

“I just peeked ahead and knew we were meant to be!”

“Looks like Ax has himself a girlfriend,” Marco whispered.

“Wait, copy us? What’re you talkin’ about, Pinkie?” the orange equine asked, stepping forward. She wore a hat on her head, the only one who bothered to wear any clothing.

“I don’t fully understand it myself,” Twilight began, “but they need to copy us so they can walk around Ponyville unhindered.”

Tobias asked.

“I, well, Princess Luna ordered me to keep an eye on you, and I can’t do that very well if you’re always flying above me,” Twilight explained. I wondered if this ‘Princess Luna’ was anything like Prince Jake.

“Plus it would look suspicious if the same hawk was spotted circling the same horses,” Prince Jake spoke. “That’s why, Tobias.”

The yellow one looked at Tobias with kind eyes.

“If you’d like, you could copy me. I love animals. Plus you could still fly.”

“Forget it, Twi!” the rainbow one spoke up. “I’m not letting anypony copy me! There can only be one Rainbow Dash. Any more would just be uncool.”

“Are you sure she’s not a horse version of you Marco?” Prince Jake whispered. “She’s pretty full of herself.”

To my surprise, Rachel was the one who laughed. She pointed at the blue equine with a smirk on her face.

“What makes you think you’re all that cool to begin with?”

“'Cause I’m the fastest flyer in all of Equestria, the only pony to have accomplished a Sonic Rainboom, and the town’s residential hero!” she said rather proudly. I could see the other equines roll their eyes in annoyance. I guessed that she bragged like this often.

“Oh really? Wouldn’t you like to see who’s better? The original or a copy?” Rachel teased.

“There is no way some stinking copy can contend with me.”

“How would you know that? Have you ever gone against one?” Rachel asked slyly. The blue horse flew up, starring Rachel in the eyes and floating right in front of her. She was raising her front hooves up in imitation of a human getting ready to punch another.

“I just know! There’s no need to prove anything!”

“Sounds like someone unsure of herself.”

“I’m not unsure of myself! I can beat anypony who challenges me! Even a lousy copy!”

Rachel leaned closer and stared right into the equines eyes. “Then prove it.”

The horse scowled.

“Bring. It. On.”

Smiling, Rachel placed a hand on the equines neck. Its body began to grow relaxed and it went into the acquiring trance as the others watched with fascination and uncertainty. Then as quickly as it began Rachel pulled her hand away and the horse straightened herself out.

“That’s it? Ha, I was expecting something more thrilling.”

“Oh, me next me next!” Pinkie shouted eagerly as she bounced off my back and continued bouncing in place in front of me. I looked to the others for assistance with the hyperactive creature, but they all smiled and made gestures for me to proceed.

I rolled my eyes - a habit I picked up from humans - and placed a hand on the top of Pinkie’s head. I concentrated and began acquiring her DNA, but to my surprise she did not go fully into the acquiring trance like any other creature would. She was still bouncing happily, although at a much slower rate.

“Oh, that tickles!” she giggled as I pulled my hand back, and I found myself somewhat uncertain if morphing this creature would be the best course of action.

“Um, this won’t hurt will it?” a timid voice asked. I swung my eyestalks over to see Tobias perched on the yellow horse’s back. He seemed to be communicating with her privately, and soon after she entered the acquiring trance as well. “That was...interesting,” she spoke again once it was over.

“Well, I guess I’ll take Twilight,” Prince Jake said. “Uh, if she has no objections, of course.” he quickly added after Cassie gave him a harsh look.

“Really?” Twilight asked in surprise, though she was clearly excited at the prospect.

“Again, only if you’re ok with it.”

She considered it for a second before responding.

“Sure.”

Prince Jake stepped forward and touched her neck. After a moment he stepped back with the rest of us.

“Shoot, sugarcube. Do Ah really gotta do this?” the orange hat-wearing equine spoke up.

“Oh don’t be like that Applejack, this could be fun,” Rarity said. “You’d have another set of hooves to help with your farm work wouldn’t you?” After saying this, her eyes lit up and she smiled broadly. “Ooh, I could have somepony to model my dresses for me!”

I saw Cassie and Marco both look at each other in fear.

“I’ll take the farm worker!” Cassie said quickly.

“I’ll take the far...oh, darn it!” Marco said moments after.

“I’m sure it won’t be so bad Marco,” Cassie said reassuringly. “Besides, my parents own a barn. I’m more suited for that type of stuff.” Cautiously she approached the orange horse and quickly acquired it.

Marco sulked as he walked up to Rarity. She didn’t seem to notice his bad mood, and only realized he was next to her when he touched her neck and began acquiring her.

“So now what?” Twilight asked when Marco had finished.

“Now we have to morph. Um, you might want to look away. This part is never pleasant to watch,” Prince Jake instructed.

The yellow equine quickly excused herself. With a nod from Twilight, the others walked back into the underbrush, though Twilight stayed.

“I’m rather curious to see how you do this,” she explained.

“Ok, but know that we did warn you,” Prince Jake responded. With that he nodded to us and I began focusing on Pinkie’s image.

The first thing that happened was my fur turned the same shade of pink. It was a very uncomfortable sight, made no better by Marco’s snickers. I was most unprepared for what happened next, though. One second my head was normal, the next a thick pink mane popped into existence. I nearly lost my concentration at that; normally hair and fur grows out from beneath the skin in a sped-up version of reality. I could see nothing through my eyestalks except pink. They soon slithered back into my skull however, so it didn’t last long.

The ground rushed up to meet me as I shrank to meet Pinkie’s normal height. My arms withered and twisted back into my body as my eyes shifted to the sides of my head and grew immensely in size. I could feel my face tingling as I grew a snout and a mouth opened. I ran my new tongue over my still-growing teeth and giggled in Pinkie’s voice. Finally my tail shrank and was covered in hair identical to that which was on my head.

I looked at the others, who had also finished morphing. Despite their appearances being based on identical DNA, there were differences between my friends and the equines we had morphed into. Marco’s hair was loosely falling around his head, along with Cassie’s. Rachel’s hair was neat and even looked combed. Tobias’s face was not hidden by his hair, and his posture was certainly more confident than the yellow horse’s normal demeanor. Prince Jake was the only one who could be an exact match for his choice.

Suddenly reminded of Twilight I swerved my head to look at her. She had backed against a tree and seemed to be at a loss of words. Despite this, I caught great fascination in her eyes.

“Are you alright?” I asked her, though using Pinkie’s voice was quite distracting. I was constantly fighting an urge to laugh.

“That was...certainly an interesting experience,” Twilight finally said.

“Hey, guys?” Marco asked. “Is anyone else able to use thoughtspeak? Because I can’t.”

“Aww, what’s wrong Marco? Don’t like the sound of your own voice?” Rachel asked teasingly. Out of the corner of my eye I could see Twilight smiling.

“That sounds exactly like something Rainbow would say,” she said.

“Hey, Marco’s right,” Prince Jake interjected. “I can’t use thoughtspeak either.”

Somewhat worried, I tried speaking to Tobias privately.

he said.

“Prince Jake, I am still able to communicate via thoughtspeak, as is Tobias.”

“Me too,” Cassie said. We all looked at Rachel, who nodded.

“Huh, well this is certainly strange,” Prince Jake wondered.

“What do you think the problem is?” Twilight asked.

I could hold it back no longer. I burst out laughing and pointed at Twilight and Prince Jake.

“It’s just so strange hearing both Twilights speak at the same time!” I said, half-giggling my words.

“I think Pinkie might have infected Ax,” Marco said.

Before any of the others could respond I suddenly found a pair of pink hooves poking and prodding at me. Looking around I saw Pinkie observing me with a huge smile on her face.

“Wow, another me! Oh this is the best thing ever! We can have twice as much fun, twice as much baking, twice as much smiling, and twice as much partying!”

I tried desperately to get away from the rambling horse, but she wouldn’t let up. I tried looking to the others for assistance, but they were busy with the other horses. Like Pinkie they were all amazed by what stood before their eyes.

“Oh this simply won’t do!” Rarity said, looking at Marco’s hair. “I refuse to allow myself to look so atrocious! I must get you back to my boutique immediately!”

“Huh, Ah’m kinda confused. At least the Changelings could copy mah hat as well,” the orange mare said, tipping the hat in question. “And we’ll halfta do somethin’ about that mane. S’not good to let it hang freely like that. Ya could git it caught in some machinery.”

“Ha, you may look like me, but you ain’t me!” Rainbow shouted, flying around Rachel in a tight circle. Rachel huffed and tried to fly as well, but could only flap her wings pathetically. “Haha, I’d thought you’d put up more of a challenge than that.”

“Girls! Er, and...shapeshifters?” Twilight shouted. “It’s getting late. We should get back into town.”

“We think it’s best for us all to split up into three groups of four. And no one should be with their double,” Jake said.

“We’ll all meet at my library in one hour. Try to take a different path than anypony else.” Twilight picked up where Jake left off.

“Two of us, and two of the originals to a group,” Prince Jake ordered.

Pinkie burst out laughing.

“It’s so strange hearing two Twilights speak at the same time!” she half-giggled her words. I laughed as well.

“I said that not five minutes ago! Aaaago Ah-go.”

Pinkie giggled some more.

“You sound so silly Aximimimimimi.”

“Oh my God, please make them stop!” Marco cried, covering his ears with his hooves. He pulled his hooves away and stared at them, as if trying to comprehend how it was possible. “How can you...never mind. Just promise me those two are going to be as far away from each other as possible.”

“That’s the plan, Marco,” Tobias said, his voice nearly as soft as the original equine’s. “At least until we meet up at Twilight’s library.”

“Rainbow, you and Rarity will watch over Prince Jake and Cassie,” Twilight said. “Pinkie, you go with Fluttershy and lead Marco and Rachel. I’ll go with Applejack, Ax, and Tobias.”

“Then what should we do from there?” Cassie asked.

“The Princess wants to see you all in Canterlot, but the next train doesn’t leave until early tomorrow morning. So, we’ll all have to have a big slumber party while we wait,” Twilight explained.

“Slumber party? Really?” Marco asked.

“Oh it’ll be fun, and I’ll be able to fix up this dreadful mane of ours,” Rarity said, picking at Marco’s hair again. I could see Marco grimace and close his eyes in frustration.

“I suggest we waste no more time. Let’s head out everypony,” Twilight said. Soon we split into our groups and made our ways to the edge of the forest.

Tobias asked.

“I am?” I said out loud. I stopped moving, unaware of what I was doing. I let out a small giggle at my own actions.

“Ya know, if Ah didn’t see two Pinkies back there, Ah’d swear this one was the real thing,” Applejack said. “That and the lack of a Cutie Mark.”

“A what?” Tobias asked.

“A Cutie Mark is the symbol on everypony’s flank that shows their special talent,” Twilight said. “Strangely none of you seem to have ours.”

“You said these marks reflect talents correct?” I asked.

“Yes, a pony only obtains it when they learn who they are and what they are best at in life.”

I brought a hoof to my chin and pondered her words.

“Perhaps we lack these marks because morphing is based on DNA.”

“But shouldn’t we get our own marks, then?” Tobias asked. “I mean, if it’s based off of what we’re best at in life, it should be something related to us.”

“Well, maybe ya jus’ haven’t figured out what yer best at yet,” Applejack explained.

“At any rate we don’t have time to. The Yeerks are a higher priority. Pri-ore-ity. Prio-rity.”

The others all looked at me oddly, and I realized I was giggling again. Quickly I straightened up and we continued on our way to town.

If it was odd that Tobias and myself lacked these Cutie Marks, none of the other horses in town seemed to notice. I found myself looked around in wonder as we walked through the town. Twilight was pointing out buildings as we passed, but I was only half-listening, more interested in the actual inhabitants than the town itself. Far above, flying equines pushed the clouds around, just as Tobias had said they could. I stopped to watch them for a bit, unable to believe what I was seeing.

“How are they able to do this? It’s impossible.”

“I told you Ax, there’s something odd about this place.” Just then Twilight stopped and both Tobias’s and my jaw dropped in surprise. Before us was a large tree that seemed to have been carved into a house, and yet was still somehow alive.

“Well, here we are,” Twilight said, stepping forward and opening the door. She waved us in, and I bounced inside.

I stopped once I passed through the door. Every wall had a bookcase carved into it, and every shelf was full of books of all colours or rolled up scrolls. The others had all seated themselves in the center of the room and seemed to be talking. Pinkie immediately raised her head upon my entry and bounced over to me, grinning happily. She took me in a fierce hug.

“Aximimimimimi! You made it! I was getting worried that you might be lost, but then I remembered that Twilight was with you, and she’s super-duper smart, so she’d never get lost, but then I thought that you wandered off on your own and Twilight was out looking for you and wouldn’t get back in time and I was getting so worried! But you’re here now and everything’s ok and we can have cake and ice cream and cookies and muffins to celebrate!”

As Pinkie continued with her rambling I looked around at the others. Rachel and the blue horse were performing an act similar to what humans call ‘arm wrestling.’ Neither one appeared to be winning at the moment. Rarity was busy brushing Marco’s hair, and Marco himself had his eyes shut tightly and was gnashing his teeth.

“Can you please not go so hard?” he said with as much restraint he could muster.

“You only had one little walk through town! How did you ever get such horrid knots and tangles so quickly?” Rarity said, completely ignoring Marco’s complaints. “You will look presentable while using my form; I won’t allow for anything less.”

“I guess no one’s told her that morphing will undo her hard work,” Tobias muttered under his breath. “On the plus side, it means we get to see Marco suffer more.”

I giggled a little, something I had been doing fairly frequently while in this morph.

“So Aximimimimimimimi, want some ice cream?” Pinkie asked, offering me a bowl. I pondered for a moment how she managed to hold it without fingers, but took the bowl with my own hooves - again wondering how it was even possible - and licked it tentatively.

The explosion of flavour was like nothing I had tasted on Earth. Quickly I began grabbing the ice cream in my hooves and consuming it.

“So tasty! And flavourful!” I said between gulps of air and swallowing more ice cream.

“And you’re sure they’re not twins?” Twilight asked Prince Jake.

Chapter 13

Author's Note: Written by Samaru163 and Tricondon.

Chapter 13

Applejack

I looked around the room uneasily. It was so bizarre, seeing my exact double talking to Fluttershy. I only knew it was really Fluttershy because she wasn’t saying much; the Fluttershy-copy was gabbing to both Pinkies. I brought a hoof up and pulled the brim of my hat over my eyes, trying to block out the strange sight.

“T’ain’t natural,” I muttered. Nopony seemed to notice that I’d spoken and just continued with their business. All except one of the Twilights, though I couldn’t tell which one. She came over and spoke to me.

“Hey Applejack, why are you all by yourself?” It was obvious now which one I was speaking to.

“Ah don’t feel like socializin’ Twi,” I said, shifting my hat some more.

“But everybody’s enjoying themselves,” Twilight said, her eyes almost sparkling. “Just think! We could never get this sort of opportunity again!”

“Ah don’t care,” I said louder than I intended. “This jes don’t seem right.” To my surprise Twilight gave me a funny looking grin. It almost looked like she was apologetic.

“I know what you mean. Usually we try not to morph sentient beings,” Twilight said. It took me a few moments to really register what she’d said, and I stared at her. I could feel my mouth drop open in shock. My gaze fell on her flank and I could feel my expression fall further as I saw it was just plain purple.

“Why’d yah go and fool me like that?” I asked in a mixture of annoyance and frustration.

“It was their idea,” she said gesturing over to the two Pinkies. “Sorry.”

I tilted my hat further over my head and shifted myself away from Prince Jake.

“Well yah didn’t hafta go along with it,” I said, finding the wall much more interesting to look at for the time being.

“Pinchy knee ear flopple eye twitch!” Pinkie suddenly shouted. This time I made sure to check if it was really her. The room fell quiet as everypony turned to look at her. Pinkie looked around, a look of wonderment on her face. “Well? Why isn’t anypony else worried?” she asked.

“Pinkie, dear, I’m quite afraid that’s a new one for me,” Rarity patiently explained.

“Oh, right. ‘Cause it almost never happens! Somepony is spying on us through a window or open door!” Pinkie whispered.

“How do you know that?” the other Pinkie asked.

“Because my Pinkie Sense told me,” she replied with a smile.

The other Pinkie - Ax was it? - looked at her with confusion.

“Your species possesses the ability to detect whether you’re being watched or not?”

“No silly, just me.”

I could see the Pinkie copy make weird faces as she tried to understand Pinkie. I sympathized with her to a degree; Pinkie wasn’t the easiest pony to understand at times.

“C’mon, let’s go see who’s watching us,” Rainbow said, jumping up from her duplicate and rushing for the door.

I quickly ran after her; anything to get away from these fake ponies. When we exited the library I quickly scanned the area for the slightest clue, though it was difficult since the sun had already set. Rainbow tried flying high, but from the look on her face her luck fared no better.

“Dang it, I think they got away,” she said with a distinct edge in her voice.

“Well, to be fair, we did waste a bit of time coming outside,” Twilight said, walking next to me. I eyed her carefully, checking for her Cutie Mark. She looked back and frowned. “Relax, Applejack. It’s really me this time.” I nodded, but didn’t stop looking until I saw the familiar six-pointed star.

“Sorry Twi, just didn’t want t’ look foolish again.”

She nodded with understanding.

“I saw what happened, and while I agree it was wrong to trick you don’t you think you may have overreacted?”

“Maybe Ah did, but Ah couldn't help it,” I said, kicking at the ground. “Ah don’t trust any of em one bit.”

Twilight was silent for a short while.

“Applejack, Spike had a mind controlling slug in his brain and tried to attack me. It was with Prince Jake’s help that I figured out how to help Spike.” Twilight paused, taking a deep breath. “I don’t think they’re bad.”

“But that don’t mean they’re good either.”

“Aw come on Applejack, give them a chance,” Rainbow said, nudging my side.

“Wait, you trust them now?” Twilight asked in shock, staring up at Rainbow.

Rainbow let out a small laugh.

“No, but I do like their spirit. Especially the one who copied me.” Rainbow hovered vertically, punching the air with her hooves. “I teach her how to actually fly, and maybe I’ll finally have somepony who can give me a challenge.” Both Twilight and I found ourselves laughing at her spunk.

“Well I think we’ve spent enough time outside. Let’s head back in,” Twilight proposed. Nodding in agreement the three of us headed back for the library. Twilight went in first, but I paused before following her. I stopped and turned around, staring down the darkened street. I could see a few lights from other houses, but otherwise it was impossible to see. Still, for a moment I could have sworn I saw something moving. Brushing it off as a trick of the light I headed inside.

Very little had changed while we had stepped out. Both Pinkies were talking to each other, though Ax seemed to be growing more and more frustrated with every answer Pinkie gave him? Her? I brought my hat down over my eyes again, mumbling in confusion.

Across the room the two Fluttershys seemed to be having a similar situation. Tobias was explaining something and Fluttershy was listening with huge interest. I could only make out a few words here and there; something about hawks. I didn’t bother to listen in and made my way back to my corner.

I couldn’t have been standing in the corner for more than five minutes before I heard a timid voice ask, “Um, excuse me? Applejack?” I turned to look at myself.

“What’d yah want?” I asked calmly. She inhaled slightly before continuing.

“I’d just like to say thanks for allowing me to acquire you,” she said, almost shamefully. She then extended her hoof to me. “We never introduced ourselves properly. My name is Cassie.”

I eyed her carefully. It was surreal, staring at myself, seeing everything that was the same, with only minor differences between us. I looked at her face, ignoring the lack of a hat, and was met with what should have been a friendly smile. But to me it was just shocking to see something I usually only see in the mirror looking back at me. My smile, my eyes, my freckles, all moving independently of what I was currently doing.

“This is weirding you out, isn’t it?” she asked. Slowly I nodded in reply and she pulled her hoof away shamefully. “I’m sorry Applejack. I really do wish there was another way.”

The way she spoke caught my attention. I looked at her again, trying to ignore how wrong it felt to look at myself. I tried tricking myself into thinking I was staring at a totally different pony.

“Ah realize Ah haven’t been the most trustin’ of ponies, but yah have t’ admit this is a tad much t’ take in.”

She let out a small laugh, which sounded so bizarre to hear from anypony besides me.

“I know what you mean. Me and my friends reacted the same way when we learned of the situation ourselves.”

I thought for a moment.

“So, yer sayin’ you weren’t born into this?”

“No, it was sort of thrust upon us,” she said. “We were just five normal kids who happened to meet a dying alien one night. He told us everything and gave us the ability to morph. And from that meeting we formed our group and began our war against the Yeerks.”

I looked down at the floor. She was just a kid, probably not much older than me, and she was fighting in a war she didn’t even want. I thought about how I might react if it’d been me who was forced to fight. I let out a small laugh; in a way, I was as much a part of Cassie’s war as she was at this point.

“Have yah been winning yer fight at least?”

“No, at best all we’re doing is slowing them down. It’s only the six of us against all of them,” she said calmly. “But we’ve done some damage. Destroyed their primary food source, blew up an underwater base, prevented them from infesting our world leaders-”

“Woah, woah. Prince Jake isn’t the leader of your world?” I asked, a little louder than intended.

Cassie’s eyes widened in realization.

“Er...well we have a leader above him, like the king and queen. Only we call him our president. Jake, er Prince Jake, doesn’t have as much power as the president, I’m afraid.”

I could tell she was keeping something, I never was good at telling lies, and I could tell when somepony else was lying to me. It was even easier since she looked like me, too.

“Ah see. So what is he in charge of?”

“He’s in charge of the town we live in; planning its defenses, leading us into battle against the Yeerks, and most other things,” she finished with a smile, though I thought it was just a tad too big, too toothy.

I was about to go further into our discussion when Ax spoke up.

“Prince Jake, we have about fifteen of the current minutes left in morph.”

“What does that mean?” Twilight asked curiously. Prince Jake turned to look at her.

“Oh, right. We can only copy another creature for two hours. Any longer and we’re stuck like that. Forever.”

The room’s tone suddenly became a lot more somber.

“Oh, finally!” Not-Rarity said, standing quickly and walking away from Rarity, who was left sitting there, levitating her brush and pouting.

“But you can’t go yet, you still have to straighten and curl!” she said desperately.

“Don’t worry Rarity, you’ll have plenty of time to make up for it,” the other Rainbow said, looking at their Rarity with a sly look. “I’ll make sure of it.”

“Is there someplace we can demorph privately?” Tobias asked.

“You can use the basement.” Twilight pointed a hoof at one of the nearby doors. Prince Jake nodded and quickly headed for it. He fumbled with the doorknob with his hoof for a time, and I laughed at the absurdity of it. After a few more failures Twilight used her magic to open the door. Prince Jake gave her a nod of thanks and they made their way downstairs.

I waited until they were all gone before speaking up.

“Ah don’t know, Twi. Are ya really sure they’re all that trustworthy?”

“Applejack, why would you ask something like that?” Rarity asked. “After what they’ve done to help Spike and telling us about these horrid Yeerks, and from what they’ve said that is taking a huge risk.”

“Yeah, and besides it’s so much super-duper fun to meet new friends!” Pinkie shouted. “I never thought I could ever play with myself, but now I have and it was so much fun! I hope Aximimimimi can copy me again!”

“And speaking with Tobias has been interesting,” Fluttershy said softly. “You should really hear some of his stories of living as a hawk. The way he describes it is so amazing.”

“I hope I can find a way to copy their copying power,” Twilight said. “Think of all the things we could learn about other animals. I could learn so much about Ursa Majors and dragons if I could figure it out for myself.”

This swapping of stories and ideas continued for a few minutes, my original concern having been forgotten. Since I didn’t have anything to contribute I headed back to my corner and picked up snippets of conversations here and there.

After a while the door opened and the six of them came back up in their natural states. I stared at them for a while. I hadn’t realized how much taller than me they were. I had to look up just to see their faces. I had to smile as they all bent over to walk through the much smaller door, though the open space of the library was clearly a relief for them.

“Umm, how are we going to work out sleeping arrangements?” Rachel asked.

Twilight brought a hoof to her chin and pondered for a moment.

“We could have you all sleep on the main floor and in the basement while we sleep on the upper levels.”

The six of them looked at each other and then nodded in agreement.

Tobias said. I still didn’t like how their voices just popped into my head.

“Me and Cassie can take the basement,” Rachel said.

“Then that matter is settled,” Twilight said. Quickly she trotted to one of her closets and brought out spare pillows and blankets. “I’m sorry I don’t have any spare mattresses.”

“That’s alright,” Prince Jake said. “It’s no worse than spending a few nights in that forest.”

“Aww, you’re all going to sleep?” Pinkie complained. “But I wanna play! It’s been so long since our last sleepover, and now we’ve got more friends to have fun with!”

“We never said that,” Cassie said, leaning down to look Pinkie in the eye. “What types of games were you thinking?”

Pinkie grinned wide as she bounced in place.

“We need to tell ghost stories and bake marshmallows and have a pillow fight and do each other’s manes and play truth or dare and-”

“I think they get the point Pinkie,” Twilight said. She stopped bouncing and let out a small giggle.

“Silly me, of course they’d know about slumber party games. Who doesn’t?”

“A slumber party? Really?” one of them muttered. I guessed it must have been Marco. Prince Jake turned around to glare at him and Marco looked away.

Pinkie gasped loudly, jumping up in the air.

“Aximimimimi, have you never had a slumber party before? Oh, this is terrible! We have to make this the best slumber party ever!” At this, Pinkie dashed out of the library, running down the street as fast as she could.

“Where’s she going?” Rachel asked.

Twilight groaned.

“Oh, perfect. She ran off to Sugarcube Corner to grab a bunch of sweets for the slumber party, most likely.” Behind me, I heard Marco snicker at something, but when I turned to look he acted innocent.

I groaned inwardly, remembering the last slumber party I’d had with Twilight and Rarity. Although, this time might be better, since everypony else was here, even if we did have to share space with these odd creatures. Plus it would be a good way to keep my mind off of the whole space slugs taking over ponies.

About a minute after she left Pinkie came in with a large cannon. I looked over at Prince Jake and the others, who were shocked by what they saw.

“Pinkie,” Prince Jake asked, “why do you have a cannon?”

“Oh silly, what’s a party without my party cannon?”

Upon finishing her sentence a huge stream of confetti, streamers, balloons and various other party materials burst out of the cannon, hanging around the library and decorating it in an instant. I looked at the aliens, all of whom were staring around in shock, most of all Ax.

he said, whipping his head around wildly.

“Ax, the sooner you stop questioning Pinkie, the better,” Twilight said with a smile.

At this, Pinkie bounced over to Ax and stuck a party hat on his head, both of his bizarre eyestalks inside it. I couldn’t help but start laughing as Pinkie did the same to the others. She even got a mini-hat for Tobias.

Call me crazy, but the sight of those bewildered shapeshifters as they tried to accept Pinkie’s shenanigans made me think they weren’t so bad after all. I knew they were still hiding something and I was determined to find out what, but I figured it couldn’t hurt to have a little fun beforehoof.

“Alright, then,” I said loudly, grabbing everyone’s attention, “who knows a good ghost story?”

Chapter 14

Author's Note: Written by Samaru163 and Tricondon.

Chapter 14

Rachel

“...and when she opened the door, there was nopony there!” Pinkie said, flicking a flashlight rapidly under her face. I briefly wondered how she was operating the flashlight with hooves, but I decided to take Twilight’s advice and stop trying to understand Pinkie.

Beside me, I could hear the yellow Pegasus - Fluttershy, I think was her name - squeak and hide her head under her pillow. The orange one moved to her side and tried to coax her out of hiding. I saw Rainbow roll her eyes at the two of them, and with good reason.

“You call that a scary story?” I asked “I’ve heard scarier stuff from after school specials.”

“And I suppose you have a better one?” Rainbow asked in an almost challenging persona.

I pondered for a moment, thinking of something that would really scare these ponies speechless.

“It all started on a school field trip to the beach to study tidal life,” I began. “The young girl was bored out of her mind at the idea; an entire day of doing nothing but studying slugs and worms. Was there nothing worse?”

“What? Why would anypony be bored at the chance to learn?” Twilight interrupted. Pinkie gave her a long ssshhh as I continued.

“With nothing to do and several hours of boredom before her, the young girl headed away from the class and off on her own.”

“Not on her own!” Fluttershy squeaked.

“As she maneuvered around the shallow rocks, the bracelet her father had gotten for her fell between them. Refusing to go home without it, she climbed between the stones and went looking for it.”

“Is this supposed to be frightening?” Rainbow asked with a yawn. Ignoring her I finished the tale.

“And just when she had the bracelet in her grasp, the sky went dark and the girl found herself struggling on the rocks. But as she did, a horrible realization came over her. It seemed that she had been sliced in half by the rocks, and both sides of her body had functional minds. Two minds to comprehend the torture, two minds to scream in agony!”

Rarity let out a long drawn-out moan and collapsed on the floor. I stopped speaking while Twilight rushed over to her.

“Wow, she’s out cold,” Twilight reported.

I saw Cassie flash me one of her signature stares. I shrugged back and turned towards Rarity, who was coming around.

“You ok?” I asked. Slowly she gave me a nod.

“Of all the scary stories I’ve heard, that was the. Scariest. One!”

I sighed in disgust.

“That wasn’t even the scary part!” I complained, crossing my arms over my chest.

“Twilight?” a new voice slurred. I looked over to the back of the room and did a double take. A tiny purple-and-green dragon limped into the room. No, limp wasn’t right. More like he was struggling just to stand.

“Spike, what are you doing out of bed?!” Twilight practically shouted as she rushed to the dragon's side. “You need to get your strength back.”

“I heard Rarity yell. Is she alright?” the dragon slurred again. I wondered if it was due to him naturally speaking a different language than the horses.

“Oh my poor little Spikey-wikey” Rarity said as she too hurried to him. I could see the little dragons face light up in an all too familiar way the closer she got.

Tobias whispered to me. I gave a slight nod that I knew he’d catch.

Twilight gently pulled Rarity and the dragon apart, though her face was full of sympathy.

“I’m sorry, Rarity, but Spike seriously needs to get some rest.” Twilight looked up at Jake, who nodded slowly. “He needs to recover.” Rarity gave Twilight an understanding look, and then smiled at Spike before coming back to the rest of us. Twilight levitated the dragon onto her back and walked into the room he had come from.

“Wait, Twilight, one last thing,” he said softly before whispering into Twilight’s ear. Nodding she brought him back over to our group.

“I just wanted to say thanks, Prince Jake. I...I’m so sorry I let this happen. I never meant to hurt anypony. I...” the dragon stopped talking, tears falling onto Twilight’s back as he looked down, facing away from as many as he could.

Cassie got up and walked over to him, gently patting his back. The dragon flinched at the contact and looked up into Cassie’s smiling face. She bore the look of kindness and compassion, as if trying to reassure the tiny lizard. He stopped crying, even managing a small smile of his own. Neither spoke out loud, but their expressions said more than words ever could.

With a wide smile Twilight returned the dragon to his room and rejoined us soon afterwards.

Jake yawned loudly.

“It’s late,” he said simply. “We should consider going to sleep.”

“I agree,” Twilight said. “We’ll have to get up early to catch the first train out of Ponyville.”

The others all nodded in agreement and we headed off to our sleeping areas. Cassie and I bid the guys farewell before going down into the basement.

“It’s strange, isn’t it?” Cassie asked once we laid out our blankets. The floor was cold and hard, but it was still better than the bare ground, and it was nice to have something to cover under. Those sleeps in the forest hadn’t given us the most restful of nights.

“What’s strange?” I asked. “The fact that we’re on an alien world, the fact that we’re sleeping in the basement of a house carved into a tree owned by a talking horse - sorry, talking unicorn - or the fact that tomorrow we’ll be heading off to explain the Yeerk invasion to their leader whose castle we sort of trashed?”

Cassie was silent for a long time. I hadn’t realized how hysteric I must have sounded.

“All of them I guess,” she said finally breaking the silence. ‘I mean, we’ve done plenty of strange stuff in the past, but this has got to be the weirdest.”

Oddly enough I found myself giving off a small laugh.

“Yeah, I know. Who would've thought that out of all the planets we could have landed on, we are stuck on the one inhabited by intelligent ponies who can use magic.”

“It makes sense, though. Humans have never had to deal with magic. It could make Earth’s assimilation all the faster, fighting a foe we don’t truly understand.”

I was silent after that. Cassie must have decided I wasn’t going to say anything more, since she fell asleep not long after. I lay down, staring at the dark ceiling, lost in my thoughts for some time.

“Rise and shine!”

The shrill voice brought me to a state of wakefulness almost immediately and I bolted up, looking around in a blind terror. It took me some time to remember where I was and what had happened the night before. I calmed down and found myself looking into the giggling face of Pinkie.

‘What are you doing?” I asked in an annoyed tone.

“Waking you up, silly. The others didn’t want to so I volunteered, because what’s better to begin your day than a smile?”

“Thanks Pinkie, now can you please get off me?” Giggling the pink pony hopped off me and bounced upstairs.

“Well she certainly seems chipper,” Cassie said with a yawn.

“I hate morning people,” I muttered as I followed Pinkie upstairs.

To my surprise, everyone else was already awake, but my surprise was quickly overshadowed by the alluring smell of pancakes and fresh-cut strawberries and apples. I mumbled a ‘hello’ to the others and headed for the kitchen, following the overpowering scent.

Inside I found the young dragon working the stove and dealing the pancake onto ten plates.

“Hey there!” he said upon noticing me. “Everything’s almost ready.”

“Shouldn’t you still be resting?” I asked the busy dragon.

He waved a hand - a claw? - dismissively.

“Naw, I feel just fine. A night’s sleep was all I needed,” he explained, though I thought he sounded just a tad too happy. But then again I’d be pretty happy too if I had just been freed from Yeerk control. I gave him a wave and headed back over to the others.

“Mmm, what smells so heavenly?” Rarity asked, pulling her facemask off. I considered asking her why she wore one, or where it came from, but was interrupted by the dragon walking into the room, pushing a wheeled cart stacked high with pancakes.

“Breakfast is served!” he said while backing away.

Eagerly we all approached the cart and took a plate. I was really surprised at how the ponies carried theirs. While Twilight and Rarity used their magic, Applejack balanced the plate on her nose as she carried it, but Pinkie bounced around the room, balancing her plate on her head. I watched for a few minutes, flabbergasted as to how she could do that without spilling anything. Finally there were the two Pegasi, who held the plates in their hooves as they flew after the others.

I grabbed a plate and proceeded to drown them in syrup.

“Would you like any pancakes with your syrup?” Marco asked. I sneered at him as I began eating.

“Hey, where’s Tobias?” Pinkie asked, looking around the room.

“He’s probably off getting his own food,” I replied as I took the first bite of my pancakes.

“Oh geez, someone stop Ax!” Jake cried. I turned in time to see Ax in human morph grab a pancake in each hand and stuff them into his mouth.

“Mmmmhh, fluffy and flavourful!” He somehow managed to say between mouthfuls. While most of the ponies were taken back by this, Pinkie just sat there and giggled.

“If you like these Aximimimimimimi, then you’re going to love the goodies I bake at Sugarcube Corner.”

Marco turned towards Pinke and gave her a grave, serious look.

“Pinkie, for the sake of you and your people, never let Ax near sugar!”

“Sugar. Shu-gar.” Ax echoed.

“Alright, everyone listen up,” Jake announced once it seemed that everyone had finished our meal. “I’ve been talking to Twilight, and we think it’s best if we ride them to the train station as flies.”

“And you couldn’t have waited until I’ve had time to digest?” Marco complained.

Tobias asked, flying in through the open window and perching himself beside an owl. I blinked a few times, wondering how I missed the owl earlier.

“Yes, Tobias. Princess Luna instructed me to keep an eye on all of you, and I intend to,” Twilight said authoritatively.

“Uh, hold on a minute,” I said. “We have to take the train? How long is the ride?”

Twilight thought for a moment. “It usually takes about four to five hours, though I could speak to the engineer, see if we can shorten that to three.”

“And we can’t demorph on the train. Who knows how many other ponies are Controllers,” Cassie pointed out.

“Woah, hold on there, pardner,” Applejack cut in. “You mean to tell me that these Yeerk things can take over ponies, too?”

“Sure, on Earth they infested normal horses to sneak into an air base,” Cassie said.

Ax explained.

“So yer sayin’ that anypony in town could have a Yeerk in their head makin’ ‘em all evil?” Applejack asked, a hint of fear snaking its way across her face.

“Now you see why they’re so efficient,” Marco said calmly.

The room grew silent as the ponies took in what we said. I admit, it’s never easy to hear that your best friend, your schoolmates, even your own family members might be plotting against you totally against their will.

“I think we’ve wasted enough time, everyone. Let’s get moving,” Jake said, breaking the horrid silence.

Quickly the ponies excused themselves from the room so we could morph, all except Twilight again.

“Twilight, you might want to leave for this one,” Jake said softly. “It’s hardly pretty.”

“I think I’ll survive,” she said. “Plus it’s such a fascinating process to watch.”

Jake gave her a reluctant nod and I began focusing on the fly’s DNA. The first thing I felt was a popping sound in my midsection as two long, jointed spiny legs burst from my sides. As I looked down at them my skin became hard and black like asphalt. Next my bones liquefied as organs shifted, disappeared and new ones formed. Suddenly the ground came rushing up to meet me like a freight train as my vision exploded into millions of glass like pictures. Finally I felt my glossy wings burst out of my back. I tested them out eagerly as my mouth melted together and became a feeding proboscis.

Once I was fully fly I took off from the ground and tested out my wings; flying forwards, backwards, up, down and even hovering. And of course once in the air the fly’s powerful sense of smell took over. It was all the same smells as before, but magnified to an indescribable level. Luckily I clamped down on the flies instincts before I could go nose diving into the syrup however.

“Well, that was certainly an interesting experience,” I heard Twilight say with a touch of fear in her voice.

Marco chanted.

Cassie replied.

Jake shouted.

I said in an annoyed tone.

Marco politely asked.

“Sure thing,” dhe responded, and we used these noises to navigate to her position. It wasn’t easy, but we eventually did it. Once we were all on her fur I felt her skin and muscles move. Soon we were hit by a sudden blast of light and I knew we were outside.

Tobias whined.

“Where’s Aximimimimi and the others?” I heard Pinkie ask.

“Pinkie, shush. They’re trying to hide,” Twilight chided.

Marco muttered. I hoped he remembered to only speak to us and leave the horses out of the loop.

Fortunately, it was still early enough that very few horses were getting ready for the day and we made it to the train station fairly quickly.

“Ok, we’ll be boarding the train as soon as it arrives,” Twilight said, probably as much for our benefit as for her friends.

We waited for the train with Ax counting out how long we’d been in morph every ten minutes. We were nearing the one hour mark by the time the train finally arrived.

Marco complained.

I held back on yelling at him as Twilight walked onto the train.

“Hey, where is everypony?” she asked.

“Oh, Twilight, I had a lovely chat with the conductor and he’s agreed to give us the entire car until we reach Canterlot.” I heard Rarity say as she walked in with us.

“Ok guys, it’s safe to come out,” Twilight said.

One by one we flew onto the floor of the car and demorphed as quickly as possible. The first things my human eyes beheld were the shocked faces of the ponies.

“So that’s how ya change?” Applejack asked.

“Oh my, that was absolutely dreadful!”

“I-Is it over yet?”

“That was so totally awesome! Do it again! Do it again!”

“You looked so silly with giant fly wings, Aximimimimi!”

“Now you see why we didn’t want you watching,” Jake said once he was fully human.

“If you thought that was bad, you should see us go cockroach,” Marco said. I hoped he was joking.

The car jostled a bit as the engine came to life and began moving. I walked over to the window and peered outside, watching the scenery pass by. At first it was mostly settlements and farmlands, but later came thick and dense forests. Looking ahead all I could see was mountains. And nestled on the side of one of the larger ones was a walled city of golden pillars and white towers.

“I take it that’s Canterlot?” I asked Twilight.

“Sure is, and that tall building there is the royal palace,” she said excitedly

“The thing we crashed into on our way down,” Cassie murmured.

“From what Princess Luna said, yes.”

“Oh, joy. We get to talk to the guys in charge about how we destroyed their castle,” Marco muttered.

“I’m sure she’ll understand if we explain how we lost control. It really wasn’t our fault,” Jake said. I only hoped whoever was in charge was in a listening mood.

“How long has it been now, blue-boy?” Rainbow asked impatiently. She hovered around the top of the train car, crossing and uncrossing her front legs. She flew to the window and stared out longingly before landing beside Twilight. I could understand her anxiousness, though we were probably anticipating different things.

“Look look look look look!” Pinkie exclaimed, holding her head out the window and pointing forward. Somewhat curious, I opened the nearest window and looked out as well.

“Pinkie, that’s a tunnel,” I said.

“I know! It’s going to get so dark!” Pinkie said. “We can tell more ghost stories!” I groaned inwardly.

The tunnel was long and deep. It probably went straight through the mountain itself. As Pinkie had said the inside was as black as the starless sky. Fortunately, the train itself had plenty of lights, so we weren’t left completely in the dark.

As we approached the dark tunnel Pinkie began acting strangely. She simply stood in the middle of the train car, stock still, muttering to herself. I walked a bit closer, curious as to what she was saying.

“Itchy right eye but not left, twitchy tail, wobbly right hind leg. Itchy right eye but not left, twitchy tail, wobbly right hind leg,” she said to herself, deep in thought.

Twilight came over not long after and listened as well. “What’s wrong, Pinkie? What’s going to happen?”

Pinkie merely shook her head sadly. “I don’t know. My Pinkie Sense is acting up, but I’ve never had this combo before.”

I was just about to question Pinkie and Twilight on what they were talking about when the entire train shook madly. I was thrown to the floor and smashed my arm against one of the chairs. Around me I could hear the surprised shouts from everyone else as they were also tossed around. The lights went out about the same time the train stopped and we were plunged into darkness.

“Hey, gang? Ah think we’ve stopped.”

“Thank you Captain Obvious,” Marco muttered.

I was about to retort when the sound of something hitting the roof of the train echoed across the car. Soon it was followed by dozens of similar sounds.

“What was that?” Twilight wondered, climbing to her feet. Or should that be ‘hooves?’ I thought to myself. “It sounds kind of familiar...”

Ax said. Suddenly there was a banging sound, almost as if the objects on the roof were moving.

“Battle morphs. Now!" Jake ordered. I could already see his teeth beginning to sharpen and orange fur spread across his face.

I heard the horses shocked gasps, but pushed them out of my mind as I focused on my grizzly bear form. My skin began to itch as coarse brown fur grew from it like weeds. My whole body grew until I was eight feet tall as my hands became massive paws strong enough to rip a door clean off a car. Each was armed with long and deadly black claws. Next I felt my face push out into a muzzle and my soft human teeth were replaced with the lethal ones of the grizzly bear. Finally my ears moved to the top of my head and i was finished.

Marco complained. Normally I would have retorted, but I was forced to admit he was right. We were in pitch blackness and couldn’t see a thing.

The sound of glass shattering caught my attention and I swiveled around to face where the noise had come from, though the lack of light hindered my efforts to see anything.

I heard a soft fizzling noise to my left and I turned my head in time to see a ball of light come out of Twilight’s horn and bathe the area in an eerie purple glow. It wasn’t pretty, but at least we could see now. Twilight gasped as she looked past me at the broken glass. I scolded myself for losing focus and turned back to see what had startled her.

The things at the end of the car looked like ponies caught midway into an insect morph. Their bodies were jet black with a hard carapace and horn jetting from their skulls. Each of their four legs was filled with holes, leading me to wonder how they stood at all. On their backs were several sets of glossy wings and their eyes were a dull blue.

I asked Twilight, never taking my eyes off the creatures.

“Those are Changelings!” the fear in Twilight’s voice was very evident. One of the creatures smiled at the word, revealing long, dagger-like fangs.

“What’re they doing here?” Rainbow yelled.

“We were sent by Her Majesty, Queen Chrysalis,” one of the Changelings spoke. He wore a suit of black armour, so I took it he was in charge. “She seeks an audience with you all, and it’s best not to keep her waiting.”

“Sorry, Ah’m not interested in meetin’ her!”

Cassie asked, very clearly frustrated.

Four more Changelings buzzed in through the broken window, landing in front of the armoured one. The one nearest me narrowed its eyes at Ax. It made some chittering noises and the leader looked at Ax closely.

“You are not a pony. What are you?”

Jake ordered.

Twilight rushed in front of me, placing herself between us and the Changelings. She assumed a defensive stance, her horn glowing a bright purple.

“We’re not going anywhere!” she snarled.

“Yeah, we beat you before and we’ll do it again!” Rainbow said, placing herself in a battle stance.

The sound of more breaking glass echoed from behind us, and I half-turned around to see seven more Changelings fly in, hovering in the air.

“You don’t have much choice in the matter,” the leader said, snarling back at Twilight.

One of the Changelings leapt at Twilight.

“Rrrrrrroooowwwwwrrrr!”

I shouted as I blasted past Twilight and swung my paw at the Changeling. He clearly wasn’t expecting me, and I connected. It was similar to crushing a cockroach, the way it sounded as I broke the Changeling’s exoskeleton like a walnut. He let out a screech of pain and fell to the ground thrashing in a pool of green blood.

Around me I heard the roars and cries of the others as they joined the battle. The Changelings were afraid of us now, and I was finding it difficult to land another hit. Their ability to fly made it hard to anticipate their movements and they easily evaded my sluggish swings, biting and stamping their strange hooves on me.

“Hey! Get off of Fluttershy!”

“You cannot possibly defeat us all!”

It was pandemonium. I couldn’t tell who was yelling what. Maybe I was shouting too, but I was more concerned with swatting the pony-bugs and keeping them off me. I saw Jake claw at three of them who were unsuccessfully trying to pin his tiger body down. Marco was nearby, holding a Changeling in each of his gorilla hands and bashing them together. They both collapsed to the ground and didn’t get up.

FWIP! FWIP!

Ax’s tail blade swiped through the air and two of the Changelings fell to the ground, each cut through the middle. Cassie in wolf morph was next to him, snapping at any Changeling she could.

I spotted Rainbow Dash on the ground and hurried over to her.

I asked the blue Pegasi. She looked up to me and smiled before drawing back her hoof and connecting it with my muzzle. I stumbled backwards, staring at Rainbow in confusion. I glanced up in time to see two more Rainbows flying straight at me. I ducked and swung both paws, knocking them into the ceiling.

Marco yelled.

I looked over. Three Changelings were briefly surrounded by a green aura and when it fell, Twilight, Fluttershy and Pinkie were standing in their place, all with snide smiles.

I cried in exasperation.

Soon I found myself surrounded by five Applejacks, each one with a cold look on their face. I readied my right paw as they slowly continued their advance. Suddenly the middle one flipped to its side and kicked away all the others with relative ease.

“Duck!” she yelled. I dropped to the floor as Rainbow and Fluttershy buzzed over my head, but Applejack kicked both of them at the same time. They both collapsed in a heap of hooves and feathers.

I quickly got to my feet, but the battle was already over. No more Changelings were coming through the windows, and all those inside the train were either dead or unconscious; save for the leader, whose neck was currently between Jake’s jaws.

Jake demanded.

“Queen Chrysalis demanded it,” came the leader’s reply. He didn’t seem inclined to say anything more.

“Stop!” Fluttershy cried. I turned to look at her as she crawled out from under one of the seats, tears in her eyes. She looked around at the beaten Changelings, the blood seeping into the carpets, and quickly shut her eyes again. “No more...please, no more fighting...” her voice was barely audible. Applejack and Rainbow both rushed over to comfort her, though what surprised me was Cassie running over as well.

Jake persisted, ignoring Fluttershy’s outburst. When the Changeling leader didn’t respond fast enough, Jake clamped down his jaws a bit more, drawing that sickly-green blood again.

“She is the future ruler of Equestria.”

“As if!” Twilight said, “Princess Celestia and Princess Luna rule Equestria. They’ll never allow the Changelings to take over.” The commander turned to her and slowly smiled.

“Who said that only the Changelings were taking over?”

Chapter 15

Author's Note: Written by Samaru163 and Tricondon.

Chapter 15

Rainbow Dash

I looked around the train car in disgust. I may not like the Changelings, considering what they tried to do to everypony in Canterlot, but killing them just seemed a bit extreme. Especially in such painful and horrific ways. I looked back to the others, who were all crowded around Prince Jake and the Changeling commander.

“Who else is trying to take over?” Twilight asked the commander. His reply was a cynical laugh.

Prince Jake demanded, increasing the pressure of his jaws ever so slightly.

“She already knows,” he said between coughs of green blood.

“What? No I don’t,” Twilight insisted, but it was too late. The Changeling commander had died after he had spoken, and Prince Jake spat out his body.

Tobias asked, the hawk fluttering down to land on one of the seats.

Marco asked as he dragged the unconscious Changelings to the middle of the train. He then grabbed one of the metal poles that had broken off in the fight and bent it around them.

“How would the Changelings know about them?” Twilight asked. “I only learned of them by accident.” Twilight looked over at Spike, who was over with Applejack comforting Fluttershy. Twilight opened her mouth to say something more, but I interrupted her.

“Who cares what he was talking about? The Changelings are trying to take over Equestria again. We have to get to Canterlot and tell the Princess as soon as we can!”

Rachel said.

I turned to the side, flapping my wings quickly.

“I’ll fly there much faster than you guys can walk.”

Prince Jake said.

“Aw come on, you honestly think that?”

“I think he’s got a point, Rainbow,” Twilight said, turning to look at me. “And besides, I think it best if we stick together for a bit. We don’t need a Changeling coming back and pretending to be you.” I grumbled to myself, folding my wings back against my body.

Tobias pitched in.

Marco asked. <“Yes, I’m a talking bird, friend to Twilight. I’m here to warn you about Changelings and invading aliens. Oh, by the way, I’m also an alien.”>

Prince Jake said, a touch of anger in his voice.

“Hey, gang?” Applejack said, walking up to us, “Ah’m gonna take Fluttershy for a walk. She ain’t dealin’ with all the blood and dead Changelings so well.”

“I’ll go with you,” Cassie said. I blinked a few times, wondering when she’d changed back to her normal form. Prince Jake nodded.

There was a brief pause before he added Cassie smiled softly, and I got the feeling that Prince Jake had said that specifically for her.

“So what’s our next course of action?” Twilight asked enthusiastically after Fluttershy, Applejack and Cassie had left, Cassie having turned into Applejack again.

Rachel spoke up.

Marco said.

Twilight shook her head. “It’d be difficult now anyways. The train passes through a number of tunnels and crosses a few bridges a bit further up the mountain. It wouldn’t be safe to follow the tracks, and it’d take us too long to find another route.”

“What if you teleported us to Canterlot, Twilight?” Rarity asked, stepping around a pool of Changeling blood.

Ax said.

“What? Twilight can just cast a spell to get us all there,” I said, but Twilight shook her head.

“No, I’m sorry. I don’t have the strength to teleport all of us such a great distance.”

“Well we can’t just wait here for the Changelings to wonder what happened to their buddies,” I said with an annoyed tone.

“Guys!” Applejack yelled, coming back into the car. “We’ve got a problem! A Bug Fighter just passed by heading for Ponyville.” It was only now I noticed the lack of a hat and figured it must be Cassie. I still couldn’t quite get used to having two of everypony.

“What’s a Bug Fighter?” Twilight asked curiously.

Ax said.

“Combat fighters?” I echoed. “So, wait. You mean this thing’s going to attack Ponyville?” Ax tilted his head.

“However, it would be the next step if enough of the population were already under Yeerk control,” Applejack - no, Cassie - said slowly. “We don’t know how far along the invasion is. Maybe they only have a holding in Ponyville, maybe they’re in Canterlot also, maybe they’re even further.”

“What?” Rarity screeched. “You mean everypony in Ponyville is just like Spike? Er, like Spike was a few days ago?” Spike rubbed his arm, looking away from everyone.

Ax spoke.

Marco cut in.

“Like what? If Ax and Cassie are right, we’ve already lost Ponyville,” I said.

“That might not be true, our home town hasn’t fallen to the Yeerks yet and they’ve been there much longer than they have here.”

Prince Jake said.

Marco asked.

Rachel protested.

Rachel persisted.

“What’s the matter, afraid I’ll humiliate you in front of everypony?” I said, smirking.

Rachel turned her furry head towards me, which I noticed began to shrink.

Soon she was back in her normal form, but almost immediately after her hair became rainbow-coloured and wings sprouted from her back. A few more changes later and I was looking at an almost flawless copy of myself, minus the Cutie Mark and with less messy hair.

“Alright,” I heard Prince Jake say. I glanced over to see the others turning back to normal as well. “We go pony, commandeer the last car, then head for Ponyville. Tobias, go send Applejack back and take Fluttershy to Canterlot.” Tobias quickly fluttered out of a broken window as the others started turning into us again.

“Aw, man. I’ve gotta get all prissied up again,” Marco muttered.

“Don’t worry Marco, once we get back I’m taking you straight to my boutique so we can-”

“Rarity, I don’t think now is the best time,” Twilight said, giving Marco a subtle wink.

“Right, we’ll go start clearing out the last car,” Rachel said. I was still weirded out hearing my own voice, but agreed with her.

“C’mon, let’s see you fly, tough-girl!” I taunted, dashing out of the train and flying towards the end car. I looked over my shoulder to see her follow feebly behind. “You call that flying? I can see why you guys crashed.”

“Funny, don’t you have a nickname that sounds like that?” she said with a sly grin.

“How do you know about that?” I asked in shock.

“I’ll tell you after we get back,” she said, suddenly flying much better than before.

With that, we were at the last train car. A few ponies were walking around outside, wondering what had happened.

“Hey, everyone clear out! We need the last car!” Rachel shouted. I saw a lot of the ponies pointing at us in confusion and only realized now that we both looked like me. I could only wonder what some of them were thinking.

None of them moved for a while, instead choosing to look at us strangely. Rachel glared, hovering over them.

“Hey, didn’t you hear me? I said we need the last car! C’mon, everyone out!” Rachel yelled again.

“She’s a Changeling!” somepony on the ground yelled.

“They’re going to attack us again!”

“Everypony run!”

The crowd of ponies ran out of the train, running back down the tracks. I hovered there for a moment, watching in shock.

“Well, not what I intended to do, but hey. At least it worked,” Rachel said smugly.

I was about to yell at her when I heard the others approaching.

“Alright, let’s get this car unhooked from the rest of the train. Everyone else, climb on!” Prince Jake ordered, back to looking like Twilight.

“I’ll take care of it,” Twilight said, walking up to the train’s coupling as everypony else jumped on. Her horn glowed for a moment and the coupling shattered, large pieces falling to the ground. “Oops, I think that was a little too much,” Twilight mumbled.

“It’s alright,” Prince Jake said before turning to us. “Rachel, Rainbow, get to work.”

“You sound so much like Twilight Prince Jake,” Pinkie giggled.

“I’m on it!” Rachel said.

“No problem!” I said at the same time.

Both of us flew out of the car and went to its front.

“Think you can keep up with me?” I asked tauntingly.

“With one hand, er hoof, behind my back.”

We both rested our front hooves on the train car and began pushing. It groaned and there was the sound of metal scraping on metal, then the car began moving, gradually picking up speed. I flapped my wings hard to keep pace with the train. I glanced to the side and was surprised to see Rachel keeping up with me with a smile forming on her face.

“Rainbow and Rainbow! I mean, Rachel!” a bouncing Pinkie Pie stuck her head out the door. “I believe gravity will carry us the rest of the way. You may enter the train if you so wish,” I saw Rachel shake her head.

“No way! This is incredible!” she let go of the train, flying above it and still keeping up. Not one to be outdone I let go and flew up after her.

“Bet I can make it to town before you!” she taunted.

“Nopony’s faster at flying than me!” I called back.

Both of us went off like bullets, leaving rainbow streaks behind us. I pushed my wings to their limits and flew as fast as I was able to, but somehow Rachel was keeping pace. I tried swerving hard to the left but she followed me so close we were almost touching.

I was happy. I was giddy. I finally had somepony to race who could challenge me in the air. Applejack was good for running and maybe a few other physical challenges, but so few Pegasi could keep up with me. And who better to give me a challenge than myself?

The train car was somewhere behind us, following the tracks as they curved around the mountain side. I climbed higher into the air, watching as Rachel did the same.

“Race ya to that bunch of clouds!” she shouted, the wind whipping her mane back. I gave a challenging smile and dashed after her. The wind pulled at me as we climbed higher and higher towards our finish line, and yet still she was keeping up. There were no words to describe my excitement, just this feeling.

We were neck and neck; I pulled ahead slightly only for Rachel to get a burst of speed and match me again. The cloud loomed closer and closer and I braced myself.

There was a brief sensation as I hit the cloud before it gave way and I passed through it uninjured. I quickly curled around, ready to give a victorious smile to Rachel, only to stop dead as I saw her still right beside me.

“Looks like we tied,” she said, happily catching her breath.

“What? We can’t have tied!” I shouted. “I can’t have lost to a lousy copy!”

“Really neither of us won or lost, and this ‘lousy copy’ was just as good as you.”

I grumbled, fluttering over to a cloud and flopping down on it in frustration.

“Wow, you can sit on clouds?” Rachel asked in surprise. “Oh, this just gets better and better.” I gave her an odd look as she gingerly tapped a nearby cloud with her hoof, watching in fascination as the cloud shifted under her touch. I rolled my eyes, though I could sort of understand her excitement. Pinkie would probably do the same thing if she suddenly grew wings.

“I saw that bird of yours acting the same way a few days ago. Can you not sit on the clouds on your world or something?” I asked as a way to kill time until the others got here.

“Nope, if you somehow touched a cloud on Earth then you’d fall through I guess,” Rachel replied, not even bothering to look up from the cloud.

I snorted in surprise. “If you can’t touch the clouds, then how do you make it rain? Or snow?”

“Make it rain?” Rachel echoed. “We can’t control the weather. It just sort of happens by itself.”

“So your world’s like the Everfree Forest then?” As Rachel was about to respond something seemed to grab her attention.

“Hey, where’d we crash again?” she asked. I pointed over to the mountain the strange group had crashed into. It was only now I realized it was the same mountain a dragon had tried to take a nap in a few years ago. Rachel followed my gaze, peering into the distance. “Hmm, looks like the Bug Fighter’s over there, too.”

“What?” Quickly I flew to her cloud and shoved her over to make room. Rachel made a rude noise but I ignored her. Hovering above the mountain was a strange metallic cockroach. It slowly went down, disappearing into the hole that Rachel and the others had made. “Ha, they fly better than you do!” I said.

“We need to tell the others about this,” she responded while also shooting me an annoyed look.

“Why can’t you just tell them from here with that mind-thingy you can do?” Rachel shook her head.

“I’m out of range.”

“Really, you have a range limit?” I asked. “Lame.”

“C’mon, we should see if the others have crashed into Ponyville station yet.”

I nodded in agreement and the two of us flew off to the station. Now, to say the car had crashed would be an understatement. The car had flipped onto its side and slid across the tracks, destroying about half of the station platform. A number of ponies were crowded around the car, trying to get inside. I shot a glance at Rachel, who looked somewhat sheepish.

“I didn’t think they actually crashed,” she muttered. “Normally that only happens when all of us are present.”

I shook my head slightly. “C’mon, we should go see if anypony’s hurt.” I flew down to the train car, pushed a few other Pegasi out of the way who were hovering over the windows and peered inside myself.

The inside of the train was just as wrecked as the outside, with seats turned, metal bent and glass covering the floor. Curled up in the corner over a pool of blood was a lavender shape. From its slow rising and falling I could tell it was alive.

“Let me through, let me through!” somepony was yelling. The door of the train fell open, crashing inside of the train as it fell off the hinges. A bright brown pony wearing a doctor’s coat trotted in and looked around. He moved over to the lavender shape and gingerly touched it. It was then I noticed the mane colouring.

“Twilight!” I shouted, banging my hooves against the glass. Her mane was spotted with blood, and as the doctor examined her head, ever so gently moving it side to side, I could see a large gash running from her ear down the left side of her face to the front of her mouth.

“Hey, you shouldn’t be here,” a large tan unicorn said. I ignored him and continued peering through the glass as the doctor helped lift Twilight up. Just then I felt a tugging feeling as the unicorn used his magic to drag me away. I was able to get one last look at Twilight and my jaw dropped in shock.

She didn’t have a Cutie Mark.

Chapter 16

Author's Note: Written by Samaru163 and Tricondon.

Chapter 16

Jake

I woke up in a daze; my thoughts were swimming in my head and I couldn’t seem to focus my gaze on anything. I could hear the distant sounds of voices all around me, though I couldn’t make out what they were saying. I shook my head in an attempt to clear the fog from my mind and instantly regretted it as the action made the side of my head throb with pain. I brought a hand up to my head and nearly yelled when I saw a hoof instead.

“Ah good, you’re awake,” said a voice to my left. I slowly shifted my head in its direction and was rewarded with more pain. “Try not to move too much, you’ve been through quite an ordeal.” I blinked rapidly and was rewarded with clearer vision, the haze lifting from my eyes. Slowly, an off-yellow horse came into view, a white lab coat strung around his front legs and back. He wore glasses, and I found myself wondering how they stayed on. My gaze fell on a strange growth from his forehead, and I realized he was a unicorn.

“What happened?” I asked hazily.

“I was hoping you could answer that,” he replied, calmly jotting down some notes on a clipboard. “The car you were in had been manually detached from the rest of the train.”

I started to shake my head, then thought better of it. “I don’t know how that happened,” I lied.

“I wouldn’t expect you to know much,” he chuckled. “Can you tell me anything else? Why didn’t you try to stop the train car? It couldn’t have been very difficult for a unicorn of your standing.”

“I-I don’t know,” I said in my most innocent voice. The doctor frowned as he looked up from his clipboard.

“Well I guess it doesn’t matter now. You’re alive and relatively unscathed, though that gash on your face will need attention.” He placed the clipboard on the bedside table and walked towards the door. “Just try and get some rest for now. I’ll have a nurse come in to check on you later.”

He left and I took the time to look around the room, being sure not to move too quickly. It looked like your standard hospital room, though there wasn’t any window I could use. Even worse was the other occupied bed beside me; the pony in it was asleep, but I still couldn’t take the chance to demorph in front of her. I found a clock above the door which read noon. In my head I wished Ax was here to tell me how long I had left.

I slumped against the pillow, wondering about what I should do. I had to get out of here, that much was obvious, but I couldn’t see how. The doctor wasn’t likely to let me leave, considering my injury, I couldn’t demorph with a witness, and there was no other way out besides the door.

“Twilight? Is that you?” a voice piped up, breaking into my thoughts. I looked around, but of course the only other person, or rather pony, in there with me was my roommate. She’d shifted herself to face me, allowing me to get a better look at her. She was a violet mare with kind green eyes and a pink mane and tail. A long line of bright pink flowed down their centers.

“Hello,” I said calmly to her. A small smile began to form across her face.

“Twilight, it’s so good to see you,” she said happily. “Though I wish we had met under better circumstances.”

I smiled back to the pony while I tossed around in my mind how Twilight would act in this situation. This was not made easier by the fact that I had no idea who this pony was. I frowned for a moment, reaching into my thoughts, or rather, Twilight’s thoughts. After a moments search, however, I let out a gasp of shock. I had none of Twilight’s memories.

“What’s wrong Twilight?” the violet mare asked.

I clamped my mouth shut, hoping my fear wasn’t showing. Morphing gives us everything about an individual: their instincts, their appearance, and in the case of sentient beings, their memories. But I didn’t have Twilight’s memories. Worse still, I was talking to someone who knew Twilight. If she was a Controller...

“Nothing’s wrong,” I said after a moment. “I think my head injury is acting up.”

“Yeah, it does look pretty bad from here,” she replied. That’s when I noticed the bandages around her midsection and back legs. There was also some minor stitching above her left ear.

“What happened to you?” I asked. She let out a sour chuckle.

“You wouldn’t believe me if I told you Twilight.”

“Try me. I’ve heard some strange stories before.”

“This is nothing like anything you’ve heard, believe me.” She stared aimlessly at the wall. “I wish it was just a story.”

“What’s the worst that could come from you telling me?” I said, hoping to steer the conversation away from myself; that is, away from Twilight.

The pony let out a long sigh. “Alright, but I did warn you.” She cleared her throat and shifted herself into an almost sitting position. “It all started about two weeks ago. School had just finished and I was gathering my things to go home when Diamond Tiara and Scootaloo came up to me and asked if they could show me something. Naturally I agreed and we headed off into the Everfree Forest.

“After about ten minutes of walking, however, I realized I was alone. Desperately I looked around for them, but it was like they’d vanished. Then I heard a sound, and a burning pain hit the back of my neck. I fell on the ground as these...things appeared from the trees and dragged me off.”

I suddenly found myself much more invested in the story. “What did these things look like?”

She closed her eyes for a second before responding.

“I didn’t get a good look. All I know is that they were tall and moved on two leg. And blades, so many blades.”

I sat up in my bed, the description of those creatures sending a chill down my spine.

“After they had me I was brought to this huge place. I think we were underground, but I’m not sure. There was something huge built there, like a lake, but filled with a sludgy liquid. They forced me into it and I saw thousands of things swimming around.” She paused for a moment, visibly pained by the memory. “One of them came to me and slithered inside my ear. And that’s when I found that I couldn’t control myself anymore.

“The thing called itself a Yeerk and said that I belonged to them now. I couldn’t do anything as it flipped through my memories at its leisure and began posing as me in front of everypony. Then it began going to those I knew closest, my family members first.” I could see tears beginning to form in her eyes. “Then it started going after my s-students.”

I felt a small lump grow in my throat. “How’d you get away?”

“It seemed that every th-three days the Yeerk had to leave me and go back into the lake. As it was making the trip yesterday, s-something happened. We went into Everfree and were attacked by a Cockatrice. It partially petrified me before the Yeerk used some sort of weapon it carried to frighten it away. But now we couldn’t make it to the lake.” Her eyes were almost to the brim with tears. “I watched in my mind as it s-slowly began to wither, until f-finally...it died.”

“So how’d you get back?” I asked, trying to keep my voice light. “I mean, you were in the forest, weren’t you?” Something she’d said bothered me, but I couldn’t quite place what it was.

“Well I waited for several hours, just basking in my freedom, when two ponies came by on their way into town. They helped me to the hospital and I’ve been here since. The doctors gave me something for my petrified legs, and while I can move them they are still rather stonish.” She motioned to her legs, wrapped up in bandages.

I was about to question further when the door swung open and the doctor returned. He shut the door behind him and walked up to us.

“Ah, you’re both awake. Pity. This would work better if you were both asleep. Less struggling that way.”

At first I was confused by what he meant, until I noticed the two silver cylinders he was levitating over his head.

“What’s that?” the other pony asked, a hint of fear in her voice.

“We’ve missed you, Cheerilee. So much so that we’re willing to have you rejoin us.” He sneered, turning towards me. “And Twilight Sparkle, you’ll make a fine host. Pity Spike was unable to coax you out of the library before now, but Visser Seven should be very pleased we’ve finally obtained you.” My blood ran cold.

“No, not again!” Cheerilee shouted, trying to leap from her bed. Unfortunately, her legs didn’t move as quickly as the rest of her and she sprawled out on the floor. The doctor looked at her and flashed a triumphant sneer before walking over to me.

“This won’t take long Miss Sparkle,” he said as he held me down with one of his hooves and brought one of the cylinders to my head. It opened and I could see the Yeerk writhing around.

“You let her go!” a familiar voice shouted as the door was smashed open. The doctor whirled around just in time for two bright blue hooves to connect with his face. He fell back cursing as both cylinders fell from his telekinetic grip and landed on the floor.

“Alright, Rainbow!” another familiar voice shouted. I looked up to see Applejack rush in. “Quick, grab Ja-er, Twilight and let’s get out of here!”

“Wait! Rainbow, Applejack! Don’t leave me!” Cheerilee cried.

“Cheerilee? What are you doing here?” a surprised Rainbow asked. I heard the doctor give a low moan, which was silenced by a quick kick from the pegasus.

“Never mind that, just take her too!” I ordered.

Rainbow flew over to Cheerilee and picked her up while Applejack ran over to me and I awkwardly climbed onto her back.

“Alright, let’s go!” Rainbow shouted, flying ahead of us. Applejack took off, though a bit slower since I had to keep steadying myself so I wouldn’t slide off.

We ran through the halls of the hospital, and I noted a few other unconscious ponies along the way. Evidently Rainbow and Applejack met some resistance trying to save me.

Fairly quickly we were outside, the stinging rays of the sun blinding me for a moment. Rainbow and Applejack continued their escape, running off the path and beyond a grove of trees.

Once we were a fair distance away Applejack slowed down, with Rainbow flying above us still carrying Cheerilee - necessary, since her legs didn’t work.

“You alright, Jake?” Rainbow asked. “That’s a pretty nasty cut you got.”

I nodded, wincing slightly.

“I’ll be fine once I change back.”

“Change back? Twilight, what are you talking about?”

I groaned; I’d forgotten about Cheerilee entirely. I was considering how to deal with the situation when the real Twilight came running up.

“Oh good, you found him! I was worried for a bit.” As I was about to respond Cheerilee gave out a panicked shriek.

“T-two Twilights? But that’s not possible!” she stammered. “No! Leave me alone! I won’t tell anypony, just please let me go!”

“Cheerilee, please calm down!” Twilight said desperately. “I can explain everything.”

“You can’t fool me! You’re a Changeling! Both of you are!” she cried. “You want to use me, just like they did!”

“‘They’? Who are they?” Applejack asked.

“She’s a freed controller,” I whispered into her ear. I heard Applejack suppress a gasp.

“Cheerilee, none of us are going to hurt you,” she said softly to the frightened mare.

“Sure you aren’t,” Cheerilee responded. “That’s just what you want me to suspect, to lower my defences.”

At this, another Applejack came running up, along with Rarity and the others. I heard Cheerilee yell out to them.

“Rarity, Applejack, help!” she froze as she looked from one Applejack to the other and I could see her start to sweat even more.

“What’s Cheerilee doin’ here?” the second Applejack said.

“Oh darling, what ever happened to your poor legs?” Rarity asked, running up to Cheerilee’s side and using her magic to assist Rainbow. Cheerilee began struggling.

“No no no! I won’t go back! You can’t take me back!”

“Simmer down girl, none of us ‘r takin’ ya anywhere.”

“Please do, unless you want me to drop you!” Rainbow said, a hint of strain in her voice.

I climbed down off of Applejack and only now realized she lacked the brown hat I had always seen her wearing.

“Cassie?” I whispered to her, and she gave a slight nod.

“By the way, you might want to think of demorphing soon. I think you’ve only got about twenty minutes left.”

I nodded and headed beyond the trees where I was sure Cheerilee wouldn’t be able to see. I nearly fell over due to my injured head, so Cassie helped me along. Once we were beyond the trees she wrapped her forelegs around me.

“Uh, Cassie? You alright?”

“I thought we weren’t going to be able to find you in time. I thought when we all jumped from the train that you got out too,” she said quietly. “And then when you were taken away, it was like the situation with David all over again. Except I couldn’t help this time.”

We stood there for a time, just holding each other as best as two horses can.

We walked back to the others not long after that, once I’d gotten a chance to renew my morph. Cheerilee seemed to be calmer now, though she was still darting her eyes between us fearfully.

“Well, now what?” Marco asked. “We can’t very well let her go after she’s seen us.”

“Bad choice of words, Marco,” I muttered as Cheerilee began panicking again.

“Cheerilee! Relax, sugarcube. Ain’t nopony gonna hurt you here,” Applejack said, resting a hoof on Cheerilee’s shoulder.

“I’m sorry for the scare earlier,” I said. “You probably have lots of questions right now.”

Cheerilee nodded, looking between me and Twilight. I sighed; this was going to be a long day. Twilight walked up, standing beside me.

“Perhaps it’s best if we explain what we know so far, Cheerilee.”

Chapter 17

Author's Note: Written by Samaru163 and Tricondon.

Chapter 17

Fluttershy

I’m not the best flier around, so it was hard for me to keep up with Tobias. Not that I was complaining or anything. This allowed me a great view of the mountainsides and the many forest and valleys below.

Tobias asked. I looked up from the ground, peering in front of us. Up ahead, I could just make out the towers of Canterlot Castle, poking out of the side of the mountain. I nodded before remembering Tobias couldn’t see me.

“Yes. I hope Princess Celestia will listen to us.”

“Yes, but how do you know that?” I asked in surprise.

I was about to ask how he could see all that from here, but then I remembered he was a hawk, so instead I just kept silent and flew on.

Tobias asked.

“Oh absolutely. She’s the most powerful being in Equestria. She raises the sun every day, and even the moon when Luna was unable to.” I didn’t feel like telling Tobias about Princess Luna’s imprisonment. It wasn’t her fault, and I didn’t think she wanted to be reminded of it, or have others talking about it.

Tobias spat, a touch of bitterness in his voice.

“Why would you say that?” I asked, completely perplexed by his response.

Something about his tone frightened me, so I decided not to press further. We flew in silence for a bit longer, and as Canterlot grew closer something about it bothered me, besides the broken castle tower.

“Tobias, does anything seem strange about Canterlot to you?”

“A bubble?” I looked at the city again, and this time I saw a faint pink sphere encircling it. “That looks like a spellshield.”

“A spellshield. The last time Canterlot had one was when the Changelings tried to take over. Twilight’s brother projected it to keep them out.”

“We can get in at the train platform,” I said reassuringly. “The shield’s slightly weaker there so trains can enter the city.”

Tobias was silent for a moment.

I couldn’t help but be impressed with his eyesight.

As we neared the platform I finally saw the guards as well. There were about eight of them, with an equal pegasus and unicorn ratio. Each one had a spear in his hoof. I landed a short distance away and walked to them slowly. Tobias fluttered down and perched himself on my back. As we got closer some of them noticed me and I hid part of my face behind my mane.

“Um, hello,” I said softly, once we were close enough to talk. “Um, I need to get in and see Princess Celestia.”

“Nopony is to enter the city without prior notice,” one of the guards spoke. “Do you have any proof of your arrangements with the Princess?”

I squeaked and looked away.

“Um, no. But Princess Luna told us to come.”

“And have you any proof of this?” he asked, raising his eyebrow questioningly.

Tobias complained.

The guards eyes widened with shock as they frantically looked around.

“Who said that? Show yourself!” one of them shouted, drawing his spear and waving it around. I gave a yell and jumped backwards. Tobias fluttered off of my back and landed in front of the guards.

he said, causing all the guards to look at him.

“What sorcery is this?!” one guard cried, pointing his spear at Tobias. Tobias squawked and took to the air.

he said defensively as he returned to my back.

“Um, so, now can we see the Princess?” I asked as nicely as possible.

“I’m not inclined to let either of you in,” one of the guards said. His armour was more ornate than the others, so I guess he was in charge. “For all I know you two could be a Changeling stealth team.”

Tobias replied.

“Says the bird that can talk,” the guard said. “Call me crazy, but that just doesn’t seem right.”

“Oh, but he’s not normally from Equestria,” I cut in. “So, it’s not that weird to think birds from outside Equestria can speak.”

“Where he’s from is irrelevant,” the guard said. “The Changelings said they’d visited many lands before coming here. They could have easily learned how to copy other creatures outside our borders.”

Tobias insisted.

“Even though he can choose to look just like me,” I added.

The guards all swung their spears towards me and Tobias, and I squeaked again, backing up fearfully.

“What did you say?” one of them asked through gritted teeth.

“I, um, well, that is, what I meant to say-”

“I think you’ve said enough my dear,” the lead guard spoke, his horn beginning to glow. “Now I think it’s in everypony’s best interests if you go.”

“But-but we have to see the Princess!” I said.

“Now I asked you nicely the first time, and I’ll ask nicely again. You should go back to wherever you came from,” the lead guard repeated. “Don’t make me ask a third time.”

Tobias shouted.

All of the guards angled their spears closer to us and the leader gathered more magic in his horn. I gave a fearful nod to them before turning around and spreading my wings. Tobias took off from my back and the two of us were soon flying back the way we came.

Tobias asked. I could easily make out the frustration in his voice.

“I’m sorry; I was just trying to explain.”

I looked away from Tobias, trying to blink away my tears.

“I thought I was helping.”

Tobias spoke with finality, and I didn’t feel much like talking after that anyways.

We flew in silence for some time, barely looking at one another. I tried several times to apologize to Tobias, but the words never left my mind. I think Tobias was mad at me, but his stoic hawk face never changed expression, so it was hard to tell.

Soon we made it to the tunnel where we had been attacked by the Changelings. My stomach knotted as I remembered the horrible scene that had unfolded not a few hours ago. Tobias curved down, heading for the tunnel.

“Wait, where are you going?” I called after him.

he said simply.

Realizing what he said was true I followed him into the dark tunnel. I slowed down to reduce my chances of hitting something, and out of fear. My only guide through was the speck of light that was the exit.

“How are you doing, Tobias?” I asked.

I waited around for a moment until I heard the flapping of leathery wings to my left.

“Is there anything we should avoid?”

he responded.

I nodded and flew as slowly as I could, keeping close to the ceiling of the tunnel. Besides the pinprick of light marking the end of the tunnel ahead we were in complete darkness. I held my breath as we approached the train car that we had ridden up in; I only knew because I recognized the smell of Changeling blood.

Tobias said.

I looked around the cave until I found what he meant. There in the center was the train, illuminated by several lights from inside. As we got closer I could hear voices from inside.

“Who would have thought that these little ponies could do all of this?” a male voice said.

“Are you sure it was them? Some of these bodies look like they were killed by large creatures.” A second, deeper voice spoke.

“Have you seen most of the wildlife here? I wouldn’t be surprised if one of those things broke in.” This time the voice was female.

“Nah, it had to be the ponies,” the first voice said. “What animal would tie up these live ones with a metal bar?”

“Does it matter what killed them? Let’s just get this over with,” the female voice said authoritatively.

There was silence for a moment, then the sound of thousands of legs against the metal floor. Then this horrible crunching sound filled the tunnel, followed by screeching. I froze in place, not sure if I should get any closer to the light.

Tobias said. I thought it was my imagination, but he sounded scared.

“So what do you think happened with the cargo ship we recovered earlier?” the deep voice asked.

“My guess would be on sabotage. You know it came from Earth, where those Andalite bandits have been giving Visser Three no end of trouble,” the first voice said back.

“Keep your voices down, you fools,” the female voice said. “You want Visser Seven to find out about the missing weapons? Just do as you’re told for once and stay out of things that don’t concern you.”

“The Visser will find out sooner or later you know. And while not to the same extent Visser Three, you’ll still receive some form of punishment for it.” Deep Voice replied.

“You’d better hope not; any punishment I receive will come back to you two twice as painfully,” the female said, a cruel laugh punctuating her threat.

I sped up, flying over the train car, and continued flying until it was well behind me. I breathed a sigh of relief as I flew out of the tunnel and into open air.

Tobias asked, a small bat hovering around my head. I nodded, though I wished I could forget what I’d heard so easily.

“Tobias, what were they doing in there?”

Tobias was silent for a long time.

Something about the way he paused and phrased it made me worry. I wanted to ask more, but Tobias was already flying back down the mountainside.

Chapter 18

Author's Note: Written by Samaru163 and Tricondon.

Chapter 18

Rarity

“...and I could do nothing as that horrible Yeerk forced me to infect my students,” Cheerilee said, her face quivering on the verge of breakdown. I could do nothing but stare speechlessly at her as she recounted her story to us. And from the lack of sound I wasn’t the only one.

“Wait, Cheerilee,” I said suddenly. “Your students? How many of them? What about Sweetie Belle?”

“An’ what about Applebloom?”

Cheerilee shook her head. “No, I never went after either of them.”

I let out a sigh of relief upon hearing that.

“You shouldn’t blame yourself, Cheerilee,” Cassie said, still in Applejack’s form. Cheerilee looked from Cassie to Applejack in confusion.

“Why are there two of you? You said you weren’t Changelings, but it still doesn’t make sense.”

“It’s a long story,” Prince Jake answered. “Just know we’re here to help in any way.”

Ax spoke, or whatever he called this weird telepathy he used.

“Her name is Fluttershy,” I said tersely. I noticed Cheerilee giving me an odd look.

“Who are you talking to Rarity?”

Quickly I looked to Ax, who was trying his best to hold back a smile.

Ax said with a small giggle.

“I heard it plain as day,” I replied.

“So did I,” Twilight added.

“Who is everypony talking to?” Cheerilee asked, the look of confusion growing.

Ax said gleefully.

“I’m sorry for the confusion,” Prince Jake said. “I was just being informed that Fluttershy and another of my friends shall be joining us.”

“Ooooh, were you head-talking again Aximimimi?” Pinkie asked. “Could you teach me to do that? I mean, you’re me and you can do it, so I should be able to learn, right?”

“It’s not something that can simply be learned Pinkie. Sim-ply. Sim-sim-sim. Imply. Immmmmm.” Ax said with a smile.

“You sure are funny with words Aximimimimimimi,” Pinkie said between giggles.

“What have we created?” Marco whispered into my ear.

Cheerilee’s eyes widened in fear. “Head-talking? You mean just like that awful Yeerk can do?” She looked between Prince Jake and Ax. “Are you Yeerks too?”

“If we were Yeerks, why’d we save you from reinfestation?” Cassie asked.

Cheerilee was silent for a while. “I don’t know,” she finally admitted.

Tobias said, rather curtly I thought.

“And? What did the Princess say?” Twilight asked. Fluttershy shook her head.

“The guards wouldn’t let us in. Shining has another protective shield over Canterlot.”

“Hmm, I wonder if that’s bad news,” the other Rainbow mused. “I mean, if we can’t talk to her, then maybe it’s because she’s already infested and doesn’t want us to find out.”

Tobias said while preening his feathers.

“And?” Prince Jake asked.

“Great, now they’ll be looking for us,” Marco muttered.

“Bandits? You mean you guys are just petty thieves?” Rainbow asked.

“No, see, the Yeerks know only Andalites have the power to morph. So when they first met us they assumed we were Andalites who had survived the battle for Earth,” Cassie said.

“It’s the perfect cover,” the second Rainbow said proudly. “They’d never suspect a bunch of kids could do the damage we’ve done.”

“Wait, are you Andalites?” Cheerilee asked, clearly confused by all this.

Ax thought-said, giggling at the end.

I saw Cheerilee’s eyes widen with shock and amazement.

“Humans? The Yeerks mentioned them a lot. I thought their world was far away from us.”

“It’s a long story,” Prince Jake said.

“Wait a minute Cheerilee,” the other Rainbow said. “Where did you take your students?”

Cheerilee blinked in uncertainty. “What do you mean?” she asked.

“The Yeerk Pool. Where is it?” Rainbow-two asked. “It has to be near town, right? Or maybe even in town.” Seeing the bewildered look on Cheerilee’s face, Prince Jake spoke up.

“She means where did you go to infest your students? The big pool where the Yeerks live, soaking up Kandrona Rays while their hosts are confined.”

“Oh, that,” she said somberly. “It’s in the Everfree Forest, near a patch of Poison Joke so nopony would go near it.” She then looked at us fearfully. “You’re not thinking of going down there are you?!”

“Of course we are, I’m not just going to sit around as these Yeerks take over my friends!” Rainbow said, propelling herself in the air in a fit of adrenaline.

“NO!” Cheerilee screamed. She tried to stand properly but her legs prevented her. ‘If you go down there you’ll all be infested as well!”

“Cheerilee is right,” Prince Jake said. I smiled, knowing he wasn’t about to risk anypony’s life, but he continued, “we’ll go down and see what’s happening. The rest of you should stay here, out of sight and out of trouble.” I frowned.

“What makes you think you won’t get caught as well?” I asked, rather loudly.

“We don’t, but we’re more experienced in entering the Yeerk Pool and surviving than you are,” Marco said calmly.

“How hard could it be?” Rainbow asked. “We go in, look around, and get out before they can even think about catching us. Easy.”

“Are you insane?” Rainbow’s double shouted. “They won’t need to catch you! They’ll just shoot you with hand-held Dracon Beams, or unleash Hunter-Killer Robots at you. And that’s if the Biofilters don’t already get you.”

“Rachel, enough!” Prince Jake snapped. He then turned to Twilight. “We’re going. I want the rest of you to stay here.” He looked up at Rainbow again. “All of you.”

“Please, your majesty, we want to help,” Twilight spoke.

Prince Jake shook his head.

“No. This is dangerous, and I can’t ask you to fight.” I recognized his tone of voice; Princess Celestia had sounded the same when she asked us to fight Discord.

“The Princess put us in charge of you, so we go where you go," Twilight countered, glaring at Prince Jake. I was shocked that she would stand up to royalty like that.

“The Princess’ orders were for you to accompany us to the castle,” Marco said. “We’re not going to the castle just yet. We’re going to find the Yeerk Pool and find a way to shut it down.” I still wasn’t accustomed to hearing my own voice speak in such a vulgar way.

“I agree,” I said, shocking both myself and everypony else. Seeing the look of confusion on Twilight’s face I continued, “we were only ordered to see them to Canterlot. Nothing more.”

Twilight looked to me in shock before bowing her head in defeat. “Just be careful, please.”

“They haven’t beaten us yet.” Not-Rainbow said smugly.

One by one they said quick goodbyes to us and Cheerilee before heading off towards Everfree. Rainbow fluttered down beside me, crossing her forelegs over her chest and glaring.

“Rarity, how could you let them go like that?!” she asked, not even trying to hide the anger in her voice.

I smiled, like you do when you have a big secret to tell. “It was the fastest way to get them to go. And we’ll be following behind, naturally.” Rainbow stopped glaring almost immediately, sharing my smirk and rubbing her hooves together in glee.

“Let’s do it.”

I always hated traveling through the Everfree Forest. It is such a dark and foreboding place, and you never know what kind of horrid monster will leap out at you next. Why anypony would find this place enjoyable is beyond me. But then again, these Yeerks weren’t ponies. And besides, what better place to hide out than somewhere nopony would be likely to stumble upon?

“How close do you think we are?” Fluttershy asked.

“I hope we get there soon. I’ll be cleaning mud out of my fur for days,” I complained.

“Girls, quiet,” Twilight whispered from the front of our group. “We don’t want to bring any unwanted attention to ourselves.”

We continued on in silence for a time. I was always looking to the shadows and waiting for something to reach out for me. Of course nothing did, but it’s better to be safe than sorry. Twilight was scanning the ground constantly, looking for hoofprints or anything else that would help us.

“I wish I knew how to track animals,” she muttered.

“Um, I think they went that way,” Fluttershy said, pointing off to the right. Twilight facehooved and muttered something else, but I was too far away to hear her.

“Alright, Fluttershy. Lead the way,” Twilight said after a moment, stepping back to let Fluttershy take command.

We walked in silence again, switching directions here and there. Fluttershy seemed to know what she was doing, and it wasn’t long before we found ourselves standing before a huge patch of Poison Joke. There was a break in the trees, allowing the plant to thrive. It completely covered the ground, stretching from the treeline to the cliffside. I stayed well back from the edge, not wanting to touch the foul plant again.

“Hmm, that’s weird. The tracks just vanish,” Fluttershy mumbled.

“Ah hope they didn’t walk through the Poison Joke,” Applejack said. We all nodded in agreement.

“I hear somepony coming!” Pinkie said.

“Hide!” Twilight said, and the six of us headed into the bushes and trees. Me and Pinkie had both jumped into the same one, even though it couldn’t comfortably hold us both. Before I could say anything I heard the sound of a number of hooves walking along the path. This was soon followed by voices.

I tried moving around so I could peek out between the branches and saw three ponies walking towards us, two earth ponies and a pegasus. The pegasus and one of the earth ponies were unfamiliar to me, but I recognized the third pony as Ponyville’s Mayor.

“I’m glad we were assigned these hosts,” the earth pony said to his companions. “Being in a Taxxon host would be horrible.”

“Just be glad they ate what they were supposed to this time,” the pegasus replied in a deep voice. “Last time Dessil 238 lost an arm to them.”

“Yeah, I was there. He was lucky not to have been ripped apart.”

“Both of you be quiet!” the mayor said authoritatively.

Both of them nodded and the pegasus took to the air. He flew over the Poison Joke and landed next to a large stone. Carefully he inspected the stone and set his hoof against it. There was a small click and the rock depressed around his hoof. The ground shook slightly as a large portion of the cliffside fell backwards, then quickly slid to the side, revealing a dark cavern beyond. Then a strange metal ramp began sliding out of the cave entrance, ending right where the mayor and her companion were standing. Without another word they walked across the bridge and into the cave. Once they were all across the earth pony pushed a small button and the ramp retracted. One it did the cave closed again.

Slowly the six of us came out of our hiding spots, congregating around where the ramp stopped.

“Hmm, that would explain why the tracks ended suddenly,” Fluttershy said, carefully examining the dirt near her hooves.

“Well what are we waiting for? Let’s go inside,” Rainbow said spreading her wings and flying over to the rock.

“Ah don’t think this is such a good idea,” Applejack said, though her objections were drowned out by the sound of the cliffside cave opening again.

Once the ramp was near us Twilight boldly walked over it and down the cave. I hesitated before following her. Soon all of us were inside of the cliffside and I hit the button to close it.

We were plunged into darkness for a moment. I was about to ask Twilight for some light when the cave lit up quite suddenly, though I couldn’t see from where. Cautiously we made our way down the cave tunnel, which eventually became a descending staircase, carved into the rock itself.

Every sound was echoed slightly, including our breathing. The further down we got, though, the less sound we made. Twilight stopped abruptly and I bumped into her. Curious, I squeezed next to her, wondering what she had seen, and felt my jaw drop. There was a huge bowl shaped cavern, higher than anything I’d seen before, even higher than Canterlot Castle’s main ballroom. All of this had been perfectly carved out of solid rock. And in the center of this bowl was a lake of sluggish grey water.

Around the sides of the cave were rows and rows of cages, all with whimpering ponies inside. Some were crying openly, others were attempting to break the bars, while most of the rest were simply sitting down, either unable or unwilling to escape.

Patrolling between the cages were humans and tall, bipedal lizards with blades projecting from their legs, arms, head and tail. Huge, bloated centipedes with four jelly like red eyes and a gaping mouth full of teeth scurried around them as well. Many of these creatures were also in cages alongside the ponies.

I heard Fluttershy whimper behind me and glanced back. She was stuffing a hoof into her mouth, trying hard not to cry.

“If we act like them they may not suspect us,” Twilight whispered.

“Wait, it might not be that easy,” Rainbow whispered, pointing a hoof down at the sickly brown pool. I followed her gaze and saw the mayor step out onto a metal dock not far from us. She walked to the edge and two of the large reptiles held her steady as they lowered her head beneath the pool. After a second they brought her up again, but this time her face was different. It showed fear, hopelessness, and other emotions. Quickly the reptiles shoved her into one of the cages and went to assist the next pony.

“That must be where the Yeerks go to feed,” I whispered.

“We can’t fake that,” Applejack muttered.

Just then I heard a shriek and scanned the area quickly, fearing that we’d been discovered. The screams continued and I eventually spied one of the reptiles dragging a tiny filly out of her cage, the terrified thing crying the entire time. It then dragged her to another dock, and brought her to the edge. My jaw dropped again as I caught sight of her mane, saw her pristine white fur, and recognized her immediately.

“Sweetie Belle!”

I clasped a hoof over my mouth, but the damage was done. A number of humans, lizards and ponies all looked up towards us. Immediately they began shouting and a number of humans and ponies ran towards us. All of the humans had a small, metallic object in their hands shaped almost like a small cannon. They aimed these strange devices at us.

TSEEEEW! TSEEEEW! TSEEEEW!

I heard the others cry out as bright flashes exploded around us.

“Quick, back to the exit!” Twilight cried.

We turned and ran back up the stairs, but found our path blocked by more ponies coming in. They were then reinforced by pegasi flying from the pool.

I felt something trying to grab me from behind and instinctively kicked. I felt my hooves connect with something and turned around to see a human fall over. He was immediately replaced, however, by one of the lizards with a second behind it. Looking around I saw that the others were equally as surrounded. So with no other option I shut my eyes.

A strange, gurgling noise filled my ears, and when I opened my eyes the lizard slumped to the ground. When it opened its mouth only blood bubbled out. The one behind it then stepped forward, its arm blades stained red. The ponies and humans all turned to it in confusion.

Rachel asked.

I was about to cry out in joy when a loud roar swept it away. An orange blur then leapt over the crowd and swatted at the ponies blocking the entrance. One by one they all fell like stacks of cards.

Prince Jake yelled.

I didn’t need any more encouragement. I turned tail and bolted for the exit, as did the others. We shot out of the cave and ran into the woods, not daring to slow down. The sounds of fighting quieted down, eventually disappearing altogether, but none of us stopped running until we emerged from the other side of the Everfree forest and saw Ponyville in the distance.

I stood there, panting and heaving, and looked around. Twilight was still terrified, judging by how she was looking around wildly. Fluttershy was curled up into a ball by Applejack’s hooves, hiding her face behind her mane and sobbing softly; Applejack herself was panting for breath, but not as hard as I was. I guess working on a farm all day keeps her in better shape. Pinkie worried me most of all; it was so unusual to not see a smile on her face. She just stared straight ahead, not focusing on anything. And Rainbow...

“Girls? Where’s Rainbow?” I asked. Slowly, everypony besides Fluttershy looked around, searching for her, but she wasn’t with us. Neither, I noticed, were Prince Jake and his friends.

Chapter 19

Author's Note: Written by Samaru163 and Tricondon.

Chapter 19

Rainbow Dash

I watched as Twilight and the others ran for the exit; I followed them for a bit, but I stopped after a while. I turned around again, watching Prince Jake and his followers fight ponies, these really strange lizard things, and more humans. I knew they were all being controlled by those Yeerk things, but it was still so disconcerting to see them all fight so viciously.

Ggggggrrrrraaaawwwrrrr!

A maddeningly loud roar from Prince Jake cut into my thoughts and I shook my head, trying to make sense of it all. I glanced up the stairs, but the others were already gone. I looked back down; the aliens were fighting each other, but for the moment were ignoring me.

Across the pool I could see the figure of Sweetie Belle still held up by two lizard monsters, but aside from them almost no other aliens were in that area. Before I knew what I was doing I shot over Prince Jake and the others, making a beeline for Sweetie Belle. One of the lizard-things grabbed Sweetie’s head and forced it into the pool, the filly struggling as best she could.

“Let her go!” I yelled moments before my forehooves connected with the unsuspecting lizard beast. He went flying backwards, crying out in shock. Not missing a beat, I backflapped, coming to a stop in midair, spun around and kicked the other lizard with my hind legs before he could react. He tried to grab me as he fell, but I easily flew out of his reach. I landed and rushed to Sweetie Belle and yanked her head out of the pool.

She looked around wildly and opened her mouth to scream. Quickly I shoved a hoof in her mouth and forced her eyes to fix with my own. I saw tears form in her eyes as she hugged me tightly.

“Rainbow Dash! I knew you’d save me! I just knew it!” Her words were almost unrecognizable from her crying.

“Easy, kid, we’re not safe just yet,” I said, and immediately wished I’d said something more reassuring. With a determined snort I grabbed Sweetie Belle, wrapping my hooves around her stomach and flapped my wings experimentally. “Hang on, kid. I’ll get you outta here!”

We gained altitude at a reasonable rate, and once we were well above the pool I steered us towards the stairs. Prince Jake and the others were still fighting for their lives against the controllers, so our way was relatively clear.

“Rainbow Dash, look out!” Sweetie Belle cried. I turned my head around and followed her gaze. Coming at us quickly were two medium sized metallic spheres with what almost looked like some form of eye on its front. The two of them split once they were a few feet from us and began flanking me on both sides.

TSEEEEW! TSEEEEW!

I had maybe a second to move before twin lasers shot from both orbs. I gave a yell of alarm and folded my wings close to my body, falling for a half-second before spreading them again, breathing heavily as the lasers shot where I just was. The spheres seemed to notice my escape, however, and began their pursuit.

“Hang on Sweetie Belle, this won’t be pleasant,” I said and took off.

I glanced over my back, the spheres in hot pursuit. Despite my predicament, a smile formed on my face as I bobbed and weaved in the air, easily avoiding the lasers that the spheres were shooting. I kept making my way towards Prince Jake and the others, who were quickly running back up the stairs.

My attention on them for the moment, I almost didn’t see the human between me and them, pointing a strange looking device at me. Sweetie Belle shouted at me and I glanced down in time to see a white beam of light headed for me. I shrieked and quickly turned around, wincing in pain as the beam just grazed my right wing. I planned to fly backwards a bit, but had forgotten about the sphere and crashed into it head-on.

Like a couple of stones we plummeted towards the grey tide that was the Yeerk Pool. I tried desperately to open my wings, but I could only succeed in fully raising my uninjured left one. As the surface of the pool drew closer, I brought one of my hooves from around Sweetie Belle and began lifting my injured wing. Once it was extended we were lifted away from the free fall, gaining some much needed height. I winced at the incredible pain shooting through my wing, but once we were high enough I began our descent to the stairs again.

Suddenly a jab of pain shot through my injured side as the second sphere slammed into me. In the confusion I didn’t feel my grip on Sweetie begin to weaken. I kicked off of the orb and sent it to join its companion in the grey tide, but the force caused Sweetie to slip from my grasp.

Sweetie yelled as she fell, the sound stopping as she plunged under the water. I let go of my injured wing and dove in after her, folding my ears tightly against my head.

Ignoring the pain in my wing I started swimming, peering through the murky water as best I could. All around me I felt thousands of strange, slimy things brush against my body. I quickly realized that they were Yeerks in their natural state and quickened my swimming. I found Sweetie Belle quickly enough, though she wasn’t moving when I found her. I grabbed her as best I could and swam for the surface, reveling in filling my lungs with fresh air.

Belatedly I realized Sweetie Belle was still in my hooves and maneuvered onto my back, letting her rest on my stomach. I hoped she was still breathing.

I began paddling, using my hooves to swim through the water, trying to keep Sweetie Belle balanced as best I could. Once at the shore - which I only realized I was at because I bumped my head against it - I turned over, making sure to keep Sweetie Belle’s head above the surface. She still wasn’t moving, so I had to lift her out of the water and throw her onto the ground.

Just when I got her onto the shore a three digit claw grabbed me around the throat and yanked me from the grey water. Next thing I knew I was face to face with a lizard creature, though I don’t think it could qualify for a face. I tried to move but the thing’s grip was strong.

Rachel asked. I gasped, staring at the lizard thing in front of me.

“You could loosen your grip a little,” I managed to choke out.

I wasn’t sure if she was joking or not, but it was the least of my problems at the moment. Looking past Rachel I saw that we were fairly close to the stairs, and that Prince Jake and the others were almost to the top. Most of the lizards, humans and ponies were still barring the way, but it looked like we could make a push through them.

Rachel said smugly.

“Wait! Don’t leave Sweetie Belle!” I managed to shout, motioning towards the filly’s still-unmoving body.

“Yes!” I nearly screamed.

Rachel said coldly.

“I won’t leave her behind!” I yelled, drawing the attention of some of the nearest humans. “She’s only a filly!”

“Hey! What are you doing with that pegasus?” one of the humans shouted. Rachel growled softly.

she said, backhanding the human effortlessly. More humans and lizards arrived and began firing their lasers at us, forcing Rachel to dash towards the staircase. I kept my eyes fixed on Sweetie Belle the whole time, and I felt tears fall down my face. The rest of the world then seemed to rush by me as nothing but distant voices and blurred images.

I didn’t notice the sun beating down on me until Rachel dropped me, rather rudely, onto the ground.

she growled.

“My right wing got hit,” I replied with the same level of annoyance.

Without another word, Rachel ran off. I grumbled and followed behind her, glaring at her back the whole time.

“How could you leave her behind?!”

“No she wasn’t! I got to her before those lizard-things did anything to her!”

“We could starve it, like we did to Spike!”

I put on a burst of speed, easily running in front of Rachel and stopped in front of her.

“Hey! These are my friends! I’m not going to stand idly by and let them get taken away from me!” I shouted.

Rachel narrowed her eyes.

I backed away from her, somewhat shocked by how angry she had sounded.

Somewhere in the back of my mind I knew she was right, but I was too upset at the moment to care.

“Yeah? You speaking from experience? How do you know that she’ll get recaptured again? I wouldn’t let her get taken away!”

With surprising speed Rachel lunged at me. I barely had time to move before she wrapped a clawed hand around my throat and squeezed it just enough to choke me. She brought me up to her face and scowled at me.

My vision started to fade, but I kept looking at Rachel. And with that, Rachel tossed me on the ground. I landed on my bad wing, but I was thankful I could breathe again.

I looked up in time to see Rachel storm off. She swung out her hand and cleanly cut down the two trees on either side of her before disappearing from view. I laid there for a bit longer, catching my breath and nursing my injured wing as best I could. The damage was mostly superficial, but it hurt to flap; I suspected I had done nothing more than pulled a muscle, but I would need to see a doctor just to be safe.

With reluctance, I stood and began walking after Rachel, hoping that she could at least lead me to Twilight. Maybe we could attack again. Twi could come up with some strategy. We go in, grab Sweetie Belle, hit those cages and get out. Easy. I knew we were missing a few steps, but Twilight’s an egghead; she could fill in what I couldn’t figure out.

I followed Rachel as best I could, which was easy considering the damage she was doing to nearby trees. Her path led to a small clearing where the others were waiting; by the time I had arrived, Rachel was already back in her human form, though she was fuming off by herself away from the others. Immediately Pinkie shot up and embraced me in a large hug.

“Oh Dashie, we were so worried about you! Prince Jake and the others told us you’d been attacked, but that Rachel was going to help.”

I saw the rest of the girls begin to appear with similar expressions on their faces. I tried to smile as well, but I just couldn’t find it in me to. I looked to Rarity, whose normally beautiful face was stained and smeared with tears and running makeup. She was standing away from the others, looking down at the ground. I sighed, furled my wings close to my body and walked up to her.

“Hey, Rarity. I’m sor-”

“Leave me alone!” she sobbed, cutting me off. “All this time. All this time my precious Sweetie Belle was being controlled, and I never noticed!” she wailed, more tears flowing. “And I couldn’t even save her when I had the chance.” Her voice broke, and she sank to the ground, laying down and covering her face with her hooves.

Prince Jake and his group then came over, and while Cassie had a look of relief the others were more skeptical.

“What is it?” I asked in a slight tone of annoyance.

“Well, you were down there an awfully long time. Both of you,” Prince Jake said slowly, looking from me to Rachel and back again.

“So, what does that matter?” I looked to Rachel who seemed to have a glint of suspicion in her eyes, but it didn’t look like it was for the others. “Why are you looking at me like that, do you think I’m a controller or something?”

“You did fall into the Yeerk Pool,” Rachel said.

I shook my head in disbelief.

“You guys can’t be serious?” I looked at them and expected this to be some form of joke, but none of their expressions had changed. Even the girls were giving me another look over.

Ax said coolly.

“Wait!” Twilight’s voice rose above everypony else, and we all turned to look at her. “It won’t do us any good to start accusing each other at random. That will just tear us apart.”

“Thank you, Twilight!” I half cheered to her.

“But if she did fall into the pool we need to be sure she’s not infested,” Marco said calmly.

“Any ideas on how we’ll do that?” Cassie asked.

“I know a spell that can help us,” Twilight explained. “It can detect all life forms in a certain radius. I was testing it on Spike when I learned he had been taken.”

Marco stared at Twilight with disbelief. “So you’ve had a spell that can detect if someone has a Yeerk in their head, and only now tell us about it?”

Twilight blushed, flattering her ears against her head. “I, uh, sorta forgot about it, considering all that’s happened.”

Tobias mused.

“Guys, can we focus?” Prince Jake interrupted. “Twilight, could you find out if Rainbow is infested or not? We’ll worry about what to do after that.”

Twilight walked towards me, her horn lighting up.

“Hey, I already told you I’m not a Yeerk controller!” I protested.

Twilight ignored my protests and continued to channel her magic. Once she had accumulated enough she began her spell. I felt my head tingle and everything around me gained a purple hue to it. The whole scenario couldn’t have lasted more than ten seconds, then the world went back to normal and Twilight opened her eyes.

“She’s Rainbow, no doubt about it.”

“I’ve been telling you guys that from the start,” I said with a smug grin.

“Hey, guys?” Cassie asked once the chatter had died down, “where are we going to hide? The Yeerks are going to be combing through Ponyville, won’t they? After all, we did attack their Pool, and chances are they’ll be combing the woods for us. They may even come to your town.”

“We could morph you guys again and hide out in Twilight’s basement,” Prince Jake suggested, but Twilight shook her head.

“No, none of you have Cutie Marks. We got lucky the first time, but I don’t think we can get through town a second time without drawing attention.”

“No problem. We’ll just morph flies again and you can carry us,” Rachel said, finally contributing to the conversation.

“I don’t think that’s a good idea,” Pinkie said. “Remember that spy? We never found him or who he is, so chances are he knows that there are too many Twilights in Ponyville.”

“Which means my library will be a first stop for any Yeerks," Twilight said, gritting her teeth. “They’d better not touch any of my books...”

“Um, you could stay with me,” Fluttershy said. “If you’d like.”

“Sorry Fluttershy, but your home is too close to the forest,” Cassie said, putting a hand on her head.

“Ah know,” Applejack cut in, “we could use mah barn. There’s plenty of room on th’ farm, and it’s far enough from town that not many ponies will be comin’ around in th’ first place.”

“That’s perfect, Applejack,” Twilight said happily. I saw Marco shake his head.

“Even on a world of multicolored ponies we end up in a barn?” he said.

Chapter 20

Author's Note: Written by Samaru163 and Tricondon.

Chapter 20

Cassie

It’s so peaceful here.

I closed my eyes as I walked, letting the cool breeze blow my hair - sorry, my mane - back, and basked in the sun. Ahead of me I could hear Jake and Twilight talking about something, though I was too far away to make most of it out.

We had decided to morph the ponies again and walk over to Applejack’s farm. We weren’t too afraid of being spotted this time, though; Rainbow was spending the night at Fluttershy’s, since she couldn’t fly at the moment, and Rarity and Pinkie had both gone back into town. Neither one seemed much like talking at the moment. I could understand Rarity’s dilemma; seeing a family member get infested could not have been easy for her. As it was, it was only the eight of us walking to the farm, though we had split up into two groups of four and were some distance apart.

After some more walking in complete silence I noticed that the dark, old growth trees of Everfree had been replaced with massive fields of smaller and younger trees. Even from a distance I could see the ripe red fruits growing on their branches. Further beyond the sea of trees was an all too familiar site; a large, well-kept barn and farmhouse.

“Well, here we are. Welcome t’ Sweet Apple Acres!” Applejack said proudly. Beside me I heard Marco suppress a groan.

“This has to be the largest apple orchard I’ve ever seen,” I said. “How do you maintain it?”

“It’s not that hard. Me and mah big brother do most of the work bucking apples and selling them t’ ponies. Sometimes mah granny and little sister help out as well.”

“Oh, lovely. What’s to stop them from inspecting the barn while we’re here?” Marco asked pointedly.

“Ah’ll tell ‘em not to. Ah know Big Mac’s not the sort to go snoopin’ around if you ask him not to. Applebloom’s mighty curious, though. Ah’ll need to get Big Mac to help me keep her under control, but we should do just fine.”

“Come on Marco, at least we’re still not sleeping in the forest anymore,” Rachel said in both a cheerful and slightly teasing manner.

“Oh joy. ‘Cause everyone knows sleeping in a pile of hay is far better than the cold hard ground,” Marco sarcastically replied.

“Sounds like someone’s worried about getting their mane ruined,” Rachel said jokingly. Marco shot her a dirty look.

I shook my head and turned to Applejack, ignoring the other two as they continued to bicker. “So Applejack, I’ve been meaning to ask you. What’s with the apples on your, er, your flank?”

“Yah mean my Cutie Mark?” Applejack asked. “What of it?”

“Well, why do you have them? Who branded you?”

Applejack looked at me with total confusion for a moment before laughing. “That’s right, y'all aren’t from here. Well a Cutie Mark is-”

“Oh, Applejack, can I please explain it?” Twilight asked enthusiastically.

“Go ahead, Twi.”

Twilight was practically beaming with excitement as she looked to the six of us. “A Cutie Mark is the mark that identifies what a pony’s special talent is. It only reveals itself when the pony figures out his or her talent is. Each one is unique not just to their abilities, but also their personalities.”

“So, what? You can tell by looking at a pony what their hobby is? Not much use,” Tobias said.

“I think that’s really cool,” I pitched in. “You can get a great idea of a perso, er, pony before meeting them. Wonder what mine would be.”

“Can you even get one, since you’re not really ponies?” Twilight inquired. I shrugged.

“I don’t know. You’re the first species we’ve come across that has this sort of identification.”

“The lack of a mark on us suggests that these identifying symbols are not tied to DNA,” Ax put in. I gave a small yell, since he had popped up in front of me without my noticing.

“Ax, how did you do that?”

“Do what, Cassie?” he asked curiously. Beside me Applejack started laughing.

“Ha, you’re actin’ more like Pinkie every day, Ax.”

I suddenly found myself laughing as well, causing Ax to look at the two of us questioningly.

“I fail to see what is so funny. Unny.”

That just made Applejack and myself laugh harder.

“So everyone knows the ground rules, right?” Jake addressed to us.

“We stay in the barn, bored out of our skulls, and don’t cause any trouble,” Marco replied dryly.

“And I’ll be sleeping over at Applejack’s, to help her keep Applebloom out of trouble,” Twilight explained. “And you don’t have to be bored Marco, you and Prince Jake could use this time to work on your magic.”

I found myself getting excited by the idea. I mean, it was cool to see Twilight cast her magic, especially with all the different spells she had at her disposal. If we could learn how to do that also who knows how much it’d help against the Yeerks. This got me imagining Jake and Marco in pony morph going against a squad of Hork Bajir, and I suppressed a small laugh.

“Ah, so you would teach us how your species is able to perform those amazing feats of deception?” Ax said enthusiastically.

“Well, no. Not you, Ax. Only Prince Jake and Marco can, since they’re the only unicorns at the moment.”

Ax giggled in response. “I’ve witnessed Pinkie perform these feats as well, though not quite as well as you have Twilight.”

“Pinkie’s sort of an...exception,” Twilight said without a moment’s thought. “I’d think you’d know that since you are her, sort of.”

“I have so far been unable to recreate Pinkie’s feats on my own, and I regret that I have missed my opportunity to have her teach me for the day.”

“Ah’m sure she’ll be around tomorrow, so ya can ask her then,” Applejack said encouragingly.

“Well, let’s not waste any more time!” Marco jumped in, his voice full of excitement. “Finally, this frou-frou look will have its uses!” Behind me I could hear Rachel struggling to keep from bursting out in laughter.

“Alright, you seven can go get yerselves set up in the barn,” Applejack said, waving in the direction of the bright red structure. “Ah’m gonna go see where Applebloom and Big Mac are. Ah’ll catch up with you later.”

I felt really calm and happy looking at Applejack’s barn. It made me feel like I was back on Earth, tending to the sick and injured animals my parents looked after. I wondered how they were doing. By now the Chee would have sent doubles to take our place; still, the thought of them made me a little sad. One problem at a time, Cassie, I told myself. First we do what we can for Twilight and her friends, and then we find a way back home.

Twilight opened the door for us and we walked inside. To my surprise, the barn interior looked just like a barn would back on Earth; to be honest, I’m not really sure what I expected. The only difference was that it was filled with large wooden barrels rather than bales of hay. Curious, I walked over and tapped one of them with a hoof; a dull sound echoed back, but all that told me was that the barrel wasn’t empty.

“I call this section,” Marco said, rushing over to the back of the barn and drawing a border around himself. Ax and Twilight watched this with me and let out tiny giggles.

Once we were all settled in Twilight suggested that Jake and Marco begin their magic training. The three of them made their way to the center of the barn and Twilight cleared all miscellaneous items, with the exception of a water pail and wooden stool. The rest of us decided to stand back as far as we could.

“Prince Jake, you want to start?” Twilight asked with a slight bow. Jake let out a low groan and looked towards the pail. “Concentrate on your horn now, feel it like it’s an extra limb.”

Jake closed his eyes and began concentrating. His face scrunched up in determination, and after a moment cold sweat was sliding down his face. But his horn remained the same through all of this, not lighting up once.

“Take it slow, you don’t want to hurt yourself,” Twilight said. “Don’t try to force it, either. Feel your way, like you would in a dark room.”

Jake closed his eyes again, mumbling to himself. Even Ax had stopped bouncing around the room and was watching intently. I gave a shout of surprise as Jake’s horn began to glow, then shrieked in fear as the pail flew straight at me. I dove to the ground and winced as I heard the pail smash into the wall behind me.

Unsteadily I rose and looked around. “I, uh, I think I’ll take a walk outside.”

I made my way across the barn as quickly as possible. Out of the corner of my eye I saw Jake mouth I’m sorry and Marco was trying his best not to laugh. I scoffed and headed outside, nudging the door open with my nose.

The sun was low in the sky, bathing the countryside in a deep crimson. Despite all that had happened I smiled as I headed away from the barn, looking around at the farm. Apple trees dotted every hill I could see, and a fair number of them had bright crisp red apples hanging from their branches. In the distance I could make out another bright rosy-red barn, much larger than ours. Even from a distance I noticed several windows and even what looked like a normal door.

I thought I saw movement nearby, so I elected to avoid getting too close for the moment, and instead walked away from the other barn. A cool breeze was blowing, and I stopped walking for a moment, letting the feeling of the cool air wash over me.

My stomach chose that time to grumble loudly, and I realized that it had been some time since any of us had had a decent meal. The idea of eating the grass was unappealing to me, even though I was technically a horse, but that fact aside I was surrounded by apple trees. I walked up to the nearest tree and stopped, uncertain of how to continue. The lowest branches were still too high up for me to reach even if I’d demorphed, and I was unable to spot anything to help give me a boost.

“Well, Applejack’s gotta get the apples down by herself somehow,” I reasoned. I furrowed my brow and reared up on my hind legs, balancing myself on the tree. I shook my body, trying to direct the energy into my hooves, but the tree was far too sturdy to shake.

A little embarrassed, I dropped down to all fours again. I leered up at the apples, just tantalizingly out of reach. I snorted in anger and stomped a hoof on the ground.

“How does a creature with no arms or ladders get apples out of an apple tree in the first place?” I asked the tree. It didn’t reply, almost like it was mocking me. I kicked the tree with one of my front legs and glanced up. The apples still remained stuck to the branches. I growled in frustration and turned around, planning to walk away from the tree. “Stupid tree,” I mumbled and kicked it with my hind legs, taking some grim satisfaction from the feeling of my hooves connecting with the bark.

The next feeling I got was the sensation of something small and round bouncing off my head. I gave a cry of alarm and jumped back, my eyes on the skies for a possible attacker, but the sky was empty save for a few clouds floating around. I then turned my attention to the ground and spied the object in question, a bright red, shiny apple.

“I guess that answers that question,” I said, turning back to the tree with a smug smile. The tree remained as stoic and silent as ever, as if in agreement with my thoughts. Smiling some more I picked the apple up in my mouth and walked off through the orchard.

I settled underneath a lone tree atop a hill - one of the few trees that was not an apple tree - and enjoyed my snack, watching the sun set over the horizon. If you ignore the talking ponies, this world is really reminiscent of Earth I mused to myself as the moon came into view. As the stars began to dot the sky, I began thinking about the Princess we’d met. Had they noticed we hadn’t arrived by now, and would she come and see us again? Or worse, what if she thought we were against her, and came storming into town with ponies ready to fight?

“Applejack? What’re you doin’ out here?”

The voice came suddenly and without warning, and I nearly choked on my apple as I inhaled for a scream. I whipped my head around to look at the speaker: a tiny yellow pony with a large pink bow tied into her bright red mane. She certainly looked much younger than Applejack.

“Why’re y’all by yourself Applejack? And what happened t’ yer hat?” she persisted in asking. I belatedly realized that this tiny pony must be Applebloom; apparently Applejack didn’t do a good job of keeping an eye on the curious girl. I smiled at her, hoping I didn’t look as nervous as I felt.

“Oh, ah, I left my hat back at the barn,” I said with a nervous smile. The little pony cocked her head at me curiously and looked like she was inspecting me.

“Yer talkin’ different today. Are ya feelin’ ok?”

“Um, well now that you mention it, my throat has been feeling a little dry.” I made as much of a convincing cough into my hoof as I could. “Must be this blasted heat.”

“Ah haven’t noticed any changes lately,” she looked at me again. “Why’s your hair down?”

“B-because I just felt like wearing it differently, that’s all.” She really didn’t look convinced in the slightest.

“Somethin’s goin on, isn’t it?” she asked with an inquiring look in her eyes. “Do you have a very special somepony that yer waitin’ for?” she asked intensely, unable to keep the excitement out of her voice.

“N-no,” I said a bit quicker than I’d meant to. “I’m just thinking.”

“Whatcha thinkin’ about?”

“A lot of things. Nothing that involves you,” I said lightly, hoping to dissuade her from asking further questions. But from the look on her face she had even more questions on her mind than before.

“Ah ain't a baby, Applejack. Ah can help ya with what yer thinking,” she insisted.

“It isn’t about your age,” I said reassuringly. “It’s just, complicated.”

“Complicated how?” Applebloom asked. “Is there a problem with the farm? Is something wrong with the apple trees? Is Big Mac-” she cut off in the middle of her questions, gawking at me. Her expression became more accusing, and I curiously followed her gaze. She was looking at my flank, and I looked back at her oddly. “Applejack, where’s yer Cutie Mark?”

I felt my heart nearly skip a beat as the little filly’s gaze grew more inquisitive by the second.

“Oh, um, well Twilight was performing a spell to, um, help me with my throat. But it didn’t quite work out and my cutie mark ended up being covered.” Slowly I began to shift my positioning in case I needed to run.

Applebloom’s expression grew darker as she brought her face up to mine.

“Yer not Applejack, are you?”

Chapter 21

Author's Note: Written by Samaru163 and Tricondon.

Chapter 21

“Yer not Applejack, are you?”

My heart skipped a beat as she finished her sentence. I felt my mouth open and close on its own as I tried to think up a convincing lie, but lying never came easy for me. At best all I was able to make were a few sideways glances and an unconvincing smile.

“Ah bet yer not even a pony, are you?” Applebloom persisted. Quickly I looked around for something, anything I could use as an excuse to leave. Applebloom huffed angrily and sat down. “Ah thought you wouldn’t be here for another day or two.”

The lump in my throat suddenly vanished and I looked at the little filly while still trying to seem natural. She didn’t seem to care, however, and instead began fumbling with her bow.

“Ah hope you didn’t do anything to Applejack. We still need her and her friends.” She looked up at me, glaring from beneath her bow. “You ain’t too smart, walking around looking like her. And you didn’t even do it right. Ah thought you Changelings were supposed to be good at imitating others.”

“Er, sorry, I’m new.” It wasn’t exactly a lie. Applebloom rolled her eyes.

“Yeah, Ah hear it takes some time to learn to control them. Lucky you, though, getting a Changeling host, while Ah’m stuck as a little filly.” She sighed. “Then again, there aren’t many of them to go around in the first place.”

“Yeah, they are such confusing creatures.”

Applebloom let out a small huff of annoyance and looked towards me again. I put on my best blank expression and leaned back with an uncaring attitude.

“Ah suppose ya know the plan already?” I shook my head, causing her to shake her head. “Of all the Changelings they send me, it had t’ be the new recruit.”

Though I wasn’t showing it at the moment, I was scared. I had no idea how long I’d be able to keep this ruse going, and for all I knew Applebloom already knew I was lying. Silently I wished for Jake, Tobias, or somebody to come and help. At the moment though, all I could think to do was give a calm shrug.

“Well, Ah guess it makes sense, after what happened on the train and the death of Duma166 we’d need t’ keep a lower profile.” She let out a small laugh. “Not that it matters.”

“What do you mean?” I asked, leaning slightly forward.

Applebloom - or rather, the Yeerk inside her, since it was obvious she was a controller - gave me a strange look.

“You really don’ know? What, did you just get here from Earth or somethin’?” She gave a small laugh. “Makes sense though, what with all the soldiers Visser Three kills, he would be just down t’ basic recruits.”

An idea occurred to me just then. “Actually, yes. I did just arrive from Earth. Not more than three days ago, in fact.” Applebloom gave me an incredulous look, and I had to struggle not to smile at her. “So, yeah. No one’s bothered to fill me in on any plan yet.”

“T’ain’t fair!” she cried. “Ah’m here for four months and Ah get a little filly with a speech impediment, you just arrive and get one of the few Changelings we have available!” Applebloom stopped grumbling and looked at me oddly. “Wait, three days ago? But the last shipment of troops got here five days ago.”

“Well, I, um, am still getting used to controlling my host’s vocal systems. I sometimes tend to slip up on different words.” I stammered. My heart started pounding in my chest again, but to my relief Applebloom just laughed.

“Ah understand. Ah had trouble talking at first, too. This body is far different from a Taxxon. And while this accent is annoyin’, it beats the insane and ravenous hunger.”

“Yeah, my first host was a human. Much different than these Changelings.” I spoke while fighting back a horrible shiver in my spine. I didn’t like to remember my brief time as a Yeerk. “If you don’t mind me asking, why take this planet before Earth? An army of human hosts would have sped this up exponentially.”

Applebloom just shook her head. “Ah don’ know. Ah’m not high enough rank to be privy to that kinda information. But if ya ask me, Ah think Visser Seven wants Visser Three’s rank. An’ besides, Ah think a couple dozen pegasi an’ unicorns could help make Earth’s takeover a bit faster, too.” A small smile appeared on her face. “Since Visser Three still hasn’t succeeded in killing those Andalite Bandits. Ah’d love to see the look on their faces as a unicorn host levitates a chunk of a building on top of them.”

I forced out a small chuckle. “Yeah, that would show them,” I said lamely.

“Oh, yeah, Ah meant to ask you. What happened that made the weapon ship crash? You know that thing sailed clear over Ponyville? It got a lot of ponies upset. Balla961, he’s got the mayor in town, was running himself ragged making sure everyone stayed clear.” Applebloom huffed. “Ah managed to convince him to send Applejack an’ her friends to the wreckage, but they were there and back before we could capture them.

“And what’s worse is that the ship crashed straight inta the palace, so they’ve gone and enhanced their security. It’d take forever t’ get one of ours in, what with their force fields and Changeling tests,” Applebloom explained. I had to fight not to smile; it seemed crashing into the palace helped, in a way.

“I haven’t heard much, but I think the general idea is that there was some sort of computer glitch,” I lied, unless you count hacking as a glitch.

“Ah bet the Bandits had a hand in it,” Applebloom said after a moment. “It wouldn’t surprise me if they sabotaged the ship. Visser Three’s security protocols have gotta be worse than any other Visser Ah’ve seen. Ah think he’s only even a Visser ‘cause he’s got an Andalite host.”

“You think Visser Seven should have his position?”

“Any Yeerk would be better than him. Even me in this host.” Applebloom looked around for a moment. “It’s getting late. Ah think Applejack’ll be lookin’ fer me about now. You should head back. Remember, we don’t have permission t’ move until the moon overtakes the sun.” With that she began quickly making her way back towards the farmhouse. I waited until she was a fair distance away, then bolted, running for the barn where the others were staying as fast as I could.

I burst into the barn, panting and heaving for breath. I looked around quickly; Jake and Marco were still in morph, practicing their magic. Ax was standing right beside them, watching with what I assume was astonishment. Rachel was standing against the far wall while Tobias was perched above her. The two of them seemed like they were having a deep conversation, but both looked up at me as I ran in.

“Oh, good, you’re back,” Twilight began. “I was beginning to wonder if you’d gotten lost.”

I shook my head incessantly.

“Guys, we have a problem.” I quickly filled them in on my conversation with Applebloom. When I told them she was a controller Twilight refused to believe it at first, but she soon agreed with me once I’d finished explaining.

The room was quiet for a long while. Everyone shifted nervously and cast furtive glances at the large barn door. Finally Jake broke the silence.

“We have to help.”

Ax said.

“What about my detection spell?” Twilight pitched in. “I could teach it to you and Marco, then we could see if somepony is infested.” She looked at Jake and Marco. “It’s not that difficult of a spell, and you two have been making remarkable progress.”

Ax said.

“Plus that still leaves us with the Changelings,” Marco said.

“I’ve seen the Changelings before, when they attacked Canterlot during my brother’s wedding,” Twilight spoke again. “They are near identical to the ponies they copy, but if you know what to look for they are easy to spot. Plus ever since their attack the Princesses have developed ways of detecting them.”

“Oh, that’s a big help,” Marco sarcastically said. “All we have to do is get to know each and every pony personally, then we can tell when a Changeling is trying to fool us.”

“Well then, what’s your big plan Marco?” Rachel asked in a near angry tone. “Run up to a controller and levitate a stick in front of them?”

“Everyone shut up!” Jake shouted. The room went silent almost immediately and we all looked at Jake, who was scowling. “This pointless bickering isn’t getting us anywhere.” He closed his eyes and inhaled deeply before continuing. “Look, the fact of the matter is, Equestria seems to be in just as much trouble as Earth. We were just supposed to deny the troops coming here their weapons, but we failed in that regard. From what Applebloom told us, the Yeerks are planning to make their final move soon, which means the entire planet will be overrun.

“If that happens, the Yeerks will have a very powerful resource. No one on Earth would be prepared to fight unicorns and pegasi. I can’t think of any species we’ve come across that would know how to react to seeing an army of ponies marching on them. We cannot let them take Equestria, and I’ll stake everything I have on making sure they don’t succeed here.”

The room was silent for what felt like eons after Jake finished talking. The silence was broken, however, by the faint sound of chimes bumping in the wind. Curiously I followed the sound and my eyes fell on Jake’s flank. Just then the chimes stopped and his flanks emitted a bright light that lasted no longer than a second. When it receded a beautiful banner, orange on black and with a crouching tiger as its sigil, was displayed.

“Woah, what’s that all about?” Marco asked after a moment. Jake looked at him in confusion, and Marco gestured at the strange symbol.

“Oh, wow! You got your Cutie Mark!” Twilight exclaimed.

“My what?” Jake asked, following Marco’s outstretched hoof and looking at the banner. His eyes grew wide and his mouth dropped open in shock.

Chapter 22

Author's Note: Written by Samaru163 and Tricondon.

Chapter 22

Jake

The mark stood out brightly against my lavender coat. I craned my neck around to get a better look at it.

“You keep staring at it. Is everything alright, Prince Jake?” Twilight asked. I looked up from the bizarre colouring and looked at her sheepishly. Behind her I saw both Marco and Rachel flashing me subtle winks.

“Sorry about that.”

“It’s alright,” she said with a reassuring smile. “I remember how excited I was when I got my Cutie Mark.” She blushed at the memory, and I was taken aback slightly to see a colourful pony blush like that.

“Twilight, you said that these things represent your special talents, right?” Cassie asked.

“Yes, that’s correct.”

“So what do you think Jake’s represents?”

Twilight tilted her head and closed her eyes, deep in thought. “I’m not entirely certain. Cutie Marks usually appear when somepony finds their special talent, but all Prince Jake was doing was talking. Maybe he’s a motivational speaker?”

I found myself letting out a small chuckle at the image of me standing in front of crowded gymnasiums and small group get togethers. Who knows, maybe they would benefit from one of my ‘before inane missions that would most likely get us all killed’ speeches.

Marco let out a loud laugh, which was funny in and of itself, hearing Marco’s familiar laugh come out of Rarity’s voice. Rachel must have thought so as well, since she practically killed herself then and there from laughter. Even Ax ended up joining her, which now didn’t strike me as oddly as it had originally.

“Oh my, Jake giving speeches to bored highschoolers and irate office workers,” Marco said between gasps of air. “Just sign me up now please.”

“What’s everypony hollerin’ about?” The barn door then opened wide and Applejack came walking in.

“Oh, Applejack! Prince Jake finally got his Cutie Mark!” Twilight said, turning around to greet her friend.

“Really? Well, congratulations yer Majesty!” she said happily. “Truth be told Ah was sorta wonderin’ if ya were ever goin’ t’ get one, what with ya being from outer space and all.” Applejack leaned over, peering at my mark. “Hmm, Ah ain’t never seen a Cutie Mark like that before. What’s it mean?”

“We can wonder about that later,” Cassie said in a low voice. “But right now I need to tell you something.” She walked over to Applejack’s side and lead her to the opposite side of the barn. She then began speaking to her softly so the others couldn’t hear, though I could probably guess what she was talking about.

Ax asked curiously.

“No, I don’t think so. Really I don’t feel that much different than before,” I explained. Just then I saw Applejack move away from Cassie, shaking her head furiously.

“No, no. It ain’t true! Ah know Applebloom. She’s mah sister! I’d know if she were being controlled!” Applejack stomped the ground in frustration. “Ah can’t believe it! Twilight, how can you trust these horrible liars?” she yelled, turning to Twilight in anger.

“Applejack, please,” Cassie said. “I wouldn’t lie to you about something like this.” She looked like she was on the verge of tears.

Applejack turned to Cassie and was about to speak, but the words seemed to lose themselves in her throat. Instead she just stood there and looked at the ground with a horrible combination of anger and sadness in her eyes.

“That’s what Yeerks do,” I said, walking towards Applejack. “They imitate people, er, ponies perfectly. Their memories, their mannerisms, voice inflection. It’s flawless. Your friend, a coworker, even a sibling. They could be a controller and you’d never know, until they trick you into becoming one of them.”

Applejack looked up at me with tears streaming down her face. I moved closer to her and placed a hoof on her shoulder.

“I know how you feel,” I said to her. “That helpless feeling. The horrid knowledge that you were powerless to protect them. And that there is nothing you can do to get them out of this nightmare, no matter how hard you fight.” I fell silent and closed my eyes, feeling a lump growing in my throat.

“Prince Jake? Are you alright?” Twilight asked, her voice heavy with concern.

“...my brother.” I finally said after a long while. “The Yeerks have my brother.”

The minutes that followed were filled with a long and somber silence. Applejack had left us all again to be alone for a bit. I didn’t blame her; I knew all too well the pain she must have been going through.

Me and Marco had both demorphed back to human, and I was glad to see that the mark I had received hadn’t followed me. That would have been difficult to explain when we got back home, although I was curious as to where it would have shown up. Ax was also interested by this, the whole mark being linked to our special talent thing seemed to really fascinate him.

“Nope, the Cutie Mark will only appear when a pony realizes their talent. So they’re always right,” Twilight said, in a similar manner to a teacher educating a student.

“And why is it such a difficult thing to understand?”

Ax thought for a moment.

“No”

“Well, we’re a functioning society. If that’s so impossible, then explain us.” Twilight’s tone had gotten a tad more defensive.

Ax went silent for a moment, all four of his eyes seemed deep in thought. During this time Twilight did not take her eyes off of Ax. Finally he spoke again.

“Face it Ax-man, I think you’ve lost this one,” Marco said jokingly. Ax swiveled both of his eyestalks towards Marco, blinking rapidly.

Ax said lamely. I could tell he was irritated.

“Ax, take it from someone who’s lost plenty of battles with girls, just step down.”

Twilight giggled to herself, then stood and headed for the door. “Well, it’s getting late. I’m going to check on Applejack .”

“Twilight, hold up for a second,” Marco said as she neared the door. “It just occurred to me that us sleeping in our natural forms with a controller about seems like a bad idea.”

“Well, why not just sleep in your pony forms, then? Or another of your animal choices?”

Tobias spoke from the rafters.

“Oh, right. Well, I don’t see the problem. Applebloom won’t come in here. So long as Applejack doesn’t let on that she knows, the Yeerk will have to continue pretending to be the normal Applebloom.” Twilight was silent for a moment. “Wow, that did sound as weird as I thought it would.”

“We could sleep in shifts?” Rachel suggested. “We all sleep in pony form and one person’s awake to make sure we don’t go over the limit.”

“That would work,” I said, “except that Ax is the only one of us with an internal clock.” I jabbed a thumb at Marco. “Besides, he’s likely to fall asleep during his shift anyways.” Marco stuck out his tongue at me in response.

“Um, I have an idea,” Cassie said softly. “Why don’t we move to another house? Twilight, didn’t you say Fluttershy lives nearby?”

“That could work, but I’d better let her know you’re coming, and tell Applejack you’re leaving,” Twilight reasoned, opening the door. “I’ll be back soon enough.” And with that, the unicorn was gone.

“So, Jake. Are you sure you still don’t have that mark on you anywhere?” Marco asked. “Checked everywhere? Not on your back? On your neck? On your leg? Ankle? Toe? Wrist? Butt-” Marco was suddenly silenced by a large bucket smashing into his chest, courtesy of an irate Rachel. He picked it up where it fell and tossed it back at her, but Rachel caught it easily and raised it as if to throw it a second time.

Tobias said with a hint of alarm.

The room went silent almost immediately. We all turned our gaze to the large barn door that Twilight had left from.

“She couldn’t have gone to Fluttershy’s and back already,” Cassie whispered.

“Tobias, is it Fluttershy or Twilight?” I asked.

Ax asked.

I looked around the barn fervently, but aside from a few bales of hay and some barrels, neither of which could sufficiently hide us, the barn was empty.

“There isn’t anywhere to hide!” Rachel hissed.

“Get as far against the wall as you can,” I said. “Now!”

We all clambered against the far wall, hoping the shadows would hide us from anyone who poked their nose in. I kept my eyes on the large door, trying to control my breathing. Unfortunately, I failed to notice the much smaller door beside me until it swung open, smashing me in the face.

“Oh come on!” Marco said quietly as a figure entered the barn. Even in the dim light I could make out the pony as it walked in. It was rather stocky when compared to Twilight and her friends, and was covered in bright red fur. The pony walked further in and looked around the barn, his eyes eventually stopping on the bucket.

Without another word the pony picked up the bucket and set it on top of the barrels. He then turned around and froze as he spotted us.

“Um...hi,” Cassie said quietly. The pony just blinked at us.

“Hi,” he finally said. “Not meaning t’ be rude, but what are y’all?”

Ax asked.

“Well, he hasn’t recognized you, so he’s probably not a controller,” I reasoned.

“But he could be trying to trick us,” Marco countered.

“I don’t know, he looks like he could take us without even trying,” Rachel said.

“Eeyup.”

Silently we all unanimously made our decision and I looked back to the red pony. I began speaking to him, silently hoping we hadn’t made the wrong move.

“We are visitors from far away. We-”

“Take us to your leader!” Marco cut in. The pony eyed him oddly.

“Way to go, Marco,” Rachel muttered.

“Ya’ll want to see Princess Celestia? She’s up in Canterlot,” the pony drawled after a time.

“Yeah, we know,” I said. “Though we have met your other Princess, Luna. We were going to see Celestia, but the city is closed off.”

“Eeyup, I’ve noticed.” He looked at each of us in turn, as if sizing us up. “Why are ya’ll in mah barn?”

“Well, we’re really just staying here until Twilight gets back from Fluttershy’s,” Cassie said with more confidence in her voice than before.

“So ya know Twilight and her friends?” Cassie nodded. “Well, if y’all are friends with Applejack then y’all are on good terms with me.” He drawled again, choosing his words deliberately. “Have ya met Applebloom? Ah could introduce ya.”

“No!” Cassie cried, causing the stallion to look at her confusingly. “I mean, no we haven’t. But I don’t think you should tell her about us.”

“Why’s that?” He asked.

“It’s a long story,” I said. “Just know that Applejack would agree with us.”

The pony eyed us all suspiciously.

“Ah know Applebloom can be a hooffull...” Behind me I heard Marco groan, but the stallion continued regardless, “but she’s a sweet filly, really.”

“I’m sure she is, sir, but we can’t see her or let her know we’re here,” I said. “I know this probably makes little sense, and you only just met us, but you have to trust us on this.”

The stallion was quiet for a long while. He seemed to be thinking, but the way he just stared at us blankly made it hard to tell.

“Big Mac,” was all he said.

“Uh, what?”

“Mah name’s Big Mac.” He gave a small smile, and his whole demeanor seemed to flip. I suddenly felt much more comfortable around him.

“Big Mac,” I echoed, “My name is Jake.”

Chapter 23

Author's Note: Written by Samaru163 and Tricondon.

Chapter 23

Rainbow Dash

Fluttershy was tending to my injured wing when Twilight burst in, shouting something. I guess she startled Fluttershy, since she squeaked and jumped behind the couch. Twilight flashed her a quick look of apology before diving right into her obviously desperate news.

“Cassie was talking with Applebloom but it wasn’t really Applebloom but it actually was since the Yeerks just take over your body so it technically is Applebloom but she’s not in control of herself and Prince Jake doesn’t feel safe on the farm so he needs a new place to stay and he wants to know if him and his followers can stay here.” She panted for breath for a while, and I guess she was finished.

“Well, um, if Prince Jake orders it, I guess I don’t mind...” Fluttershy managed to mumble. Almost immediately after she finished Twilight took off again.

“What was that about, Fluttershy?” I asked, shifting on the couch to better look at her.

“Well, I think Prince Jake and the others will be coming over.” She gave a small gasp. “Oh, my. A Prince is coming over! I’ve got to clean up.” Without another word Fluttershy ran upstairs, leaving me all alone.

“Wha-? Hey! Fluttershy! You forgot about my wing!” A few moments passed, but Fluttershy never came back downstairs. I groaned and laid my head on my hooves, flapping my sore wing and wincing in pain. “Perfect.”

Twilight came back some time later, Prince Jake and the others all in tow, all looking like me and my friends. I guess they thought it would be safer, or something like that. Though with things being as bad as they are right now it was understandable.

“Oh, my, they’re here! Oh, I’m not ready!” Fluttershy whimpered, flitting back and forth, scrubbing windows and dusting birdhouses.

“The place looks fine Fluttershy. Please calm down already.”

At first it didn’t look like she had heard me and I was about to try again. But after a second she slowed down and nodded in agreement. At least until Twi knocked on the door, at which point Fluttershy began flitting around, cleaning just as fervently as before. I rolled my eyes and opened the door myself.

“Rainbow? Is it safe for you to be walking around?” Twilight asked.

“It’s my wing that’s hurt, Twi, not any of my legs.”

Twilight sighed and stepped further into the house. A second later the others joined her. Cassie and Tobias seemed particularly interested in looking around the house.

“Wow, look at all these animals!” Cassie exclaimed. “Are you the local vet, Fluttershy?”

“Well, I do look after injured woodland critters,” Fluttershy explained. “But no, I’m not the local vet.”

“You feelin’ alright, bud?” Rachel asked, flying above me. It was so weird to look at myself, hear my own voice. I wondered if they ever had a similar problem back home.

“Who, me? Of course I’m alright. I’m better than alright, even!”

She gave me a smug smile, which was so like me it was scary. “You remind me of myself,” Rachel said. I shuddered involuntarily. It was creepy, how like me she was.

“Rachel, Rainbow, you even sound alike,” Marco joked.

“You know Marco, you and Rarity aren’t so different yourselves.” Rachel grinned and flicked Marco’s mane playfully. He - or should that be she? - flicked his head - her head? - and backed away from Rachel.

“I can do without the insults,” he - she - ...Marco said.

I rubbed my head with one of my hooves. This whole changing gender thing was confusing to keep track of.

“You have a very lovely home, Fluttershy,” Prince Jake said after shooting a glare at Rachel and Marco. Fluttershy seemed to beam.

“Oh, thank you, Your Highness.”

“See what you’ve started, Ax?” Prince Jake muttered to the pink pony.

“I don’t believe so, Prince Jake, could you clarify please?” Ax then let out a small giggle. “Clarrri-fy. Clari fye.”

“It isn’t that bad, Jake,” Tobias said. Jake turned towards him and was about to say something but was suddenly stopped by a rapid thumping sound. I looked in the direction of the noise and found a small white rabbit tapping its foot impatiently at Tobias. “Um, what’s that rabbit doing?”

Tobias looked at the rabbit with utter confusion, and was met back by a thrown carrot, hitting him/her square between the eyes.

“Ow, what was that for?” The rabbit looked up to him/her and crossed its front paws. “Um, do you want something?” The rabbit nodded its head and tapped its foot faster. “...are you going to tell me what you want, or do I have to guess?” The rabbit blinked in surprise, clearly not expecting that sort of response. “I’ll take that as an ‘I have to guess.’” Tobias was then met with a paw to his/her head. “Ow. You’re lucky I’m not a hawk right now.”

The rabbit looked confused for a long while, as if sizing up Tobias.

“Angel Bunny, don’t be mean. Tobias is a guest.” Fluttershy said, landing between her pet and Tobias. I nearly fell over laughing at seeing the little thing go bug-eyed, darting between Fluttershy and Tobias, utterly mystified. Above me I could hear Rachel trying hard not to laugh as well.

“Well everything seems to be going well...I think,” Twilight said, looking around the room. “I should probably just head back over to Sweet Apple Acres and check on Applejack.” She then looked back to Fluttershy. “You sure you’re ok with them staying here?”

“Oh, yes, I don’t mind. Really.”

“Oh, goody. Another sleepover,” Marco muttered. “At least that fashionista isn’t here this time.”

“Don’t worry, I’ll be back to check on you all tomorrow.” With that Twilight turned around and trotted out the door, closing it at the last moment with her magic.

“I’ll still never get used to that. Controlling things with your mind. It’s so...unnatural,” Marco said.

“Yeah, just like fighting aliens, turning into animals, talking telepathically. It’s all impossible, right?” Rachel sarcastically quipped. Marco shot her a dirty look.

“Pinchy knee ear flopple eye twitch!” Ax suddenly shouted, then looked around in confusion. “What just happened? And what is wrong with my eye?”

“Well for starters, it’s twitching really badly,” Rachel said.

“Hey, that sounds like one of Pinkie’s Pinkie Senses,” I said. Everypony looked at me oddly, except for Fluttershy. “You know, like how she can tell when something’s about to fall, or when a door’s about to open.”

“That’s impossible!” Ax exclaimed. “Such powerful clairvoyance cannot be performed so easily by a species such as yours, and I fail to see how it would manifest as a meaningless system of physical spasms.”

“You calling me a liar?” I asked, growling softly.

“I am not. I am merely saying that your judgement is in error.” Suddenly Ax’s knees, ears and eyes began acting up again. “Prince Jake, I believe my morph is defective.”

“So what are these ‘Pinkie senses’ exactly?” Cassie asked.

“Oh, Pinkie just gets these little physical reactions to the near-future. Everypony in town has come to rely on her predictions, since they always come true,” I explained, beaming proudly.

“Huh, and what does this combo mean?”

“I, um, I don’t know,” I said, flattening my ears against my head.

“Um, I do...” Fluttershy squeaked out softly. Everypony turned to look at her expectantly, except for Ax. “Um, eep. Well, during the sleepover, um, Pinkie said that meant there was a spy...” she whispered. I had to strain my ears to hear her.

“Wait, there’s a spy here?!” Prince Jake asked with concern in his/her voice.

“Well, here or the general area,” Fluttershy added. Prince Jake snorted, thinking for a few moments.

“Alright, Rachel and Tobias, head upstairs and out a window. Look around for anyone suspicious. Marco, you and Ax head back out the front door and go clockwise around the house. Ax, see if that Pinkie Sense gets stronger or weaker. Maybe it’s relative to distance.

“And what about me and Fluttershy?” I asked with a hint of annoyance in my voice.

“You’re in no state to help anyone right now. So stay here.”

I huffed and glared at the Prince as he stalked outside quickly, followed by the others doing as he ordered. “I can help! I don’t ...need my wings...” I sighed, staring at the floor as the door slammed shut.

“It’s ok Rainbow, I’m sure you’ll be able to fly again soon,” Fluttershy said, moving to my side. I wanted to thank her, but I was too bummed out to do more than a simple nod.

My thoughts were interrupted moments later when I heard shouting from outside. I stood up immediately and spread my wings, preparing to take off... only to give a pained shout and meekly fold my hurt wing back against my side.

“Oh, Rainbow, you mustn’t aggravate your injury like that,” Fluttershy chided. “Oh, you probably set your healing back another day.” I sighed dejectedly.

“Ax! Behind you! He’s on your tail!”

“No he isn’t! I’m on his tail!”

“Aw, it sounds like they’re having so much fun...” I complained.

“Check your sides. Marco, look out!”

“Oh, I hope they’re going to be alright.” Fluttershy said worryingly.

“Ah, they’ll be fine. You forget, Rachel looks like me! And her wing isn’t damaged!”

“Hold still you big bug!”

“Cassie, do that kicking thing again!”

I groaned in annoyance and tried to look for anything to help me relax my overly excited mind. Fluttershy decided to use the time to try and calm down some of her more frightened critters. I tried to help her, but besides Angel none of them would listen to me. It really got me wondering just how Fluttershy was able to get them to do anything. As me and Fluttershy were just about finished calming the last of the animals I suddenly realized that the sounds of fighting outside had stopped.

“Oh dear, do you think they’re alright?” Fluttershy wondered, flitting back and forth nervously.

I was about to answer when the front door burst open. I whirled, ready to pounce on whoever was walking in, but I relaxed when I saw the familiar purple coat of fur. It was either Twilight or Prince Jake. Levitating above her head was the unmistakable black insectoid body of a Changeling.

I snorted in surprise, tensing up again. The others that always seemed to be around Prince Jake all filed in behind him, some with nasty cuts and the like. Rachel walked in, limping and with one wing nearly torn off.

Fluttershy's face lost all coloring as she stared at Rachel. I was also in a state of horror, I mean, I was looking at my wing barely still clinging to my shoulders. I didn’t know whether to throw up or pass out. Luckily I didn’t do either.

Rachel didn’t waste any time chatting and quickly made her way through the cottage. Immediately Fluttershy rushed to her side and helped support her along as best she could. I found myself following behind, still staring at the stump where a healthy wing should be.

“Doesn’t it hurt? Oh, oh my...I don’t know... we should go to a doctor, I’ve never had to attach an entire wing before...” Fluttershy gasped, her face almost entirely drained of blood.

“Don’t worry, I’ll be fine,” she said with a smirk. “I’ve had worse.” I was about to protest, but then I noticed that her rainbow mane was becoming blond colored and her face was beginning to shrink in on itself. In a matter of moments she was back to her normal self and without a single cut or scratch on her.

I felt my jaw go agape. Fluttershy let out a gasp of astonishment.

“Oh my!” was all Fluttershy could say.

“Yeah, it’s pretty freaky to see,” Rachel said calmly, as if nothing had happened.

“But...what about when you turn back into me?” I asked. “Won’t your wing still be broken off?”

“Nope, it’ll be good as new. See, morphing is based on DNA, so while that form was damaged the DNA wasn’t. Or at least that’s how Ax explains it.”

“Wow, that is so cool! I could take a bad crash, then just morph back to normal and not need another stay in the hospital!”

“Yeah, it really is helpful sometimes. Now why don’t we see how Jake is dealing with our guest?” Rachel said, her face already my familiar shade of blue.

A few minutes later the three of us walked back to the others. I took a moment to glance at Prince Jake and the rest. None of them seemed as badly hurt as Rachel was, though it was still unnerving, seeing Twilight bleeding so heavily, or Rarity missing her horn. I think I couldn’t stand seeing Fluttershy so badly hurt, though it didn’t seem to bother Tobias all that much.

“Why were you spying on us?” Prince Jake calmly asked the Changeling, still holding it in the air. The Changeling simply stared back, either unwilling to or unable to talk.

“C’mon, talk or I’ll crush your head like you crushed my wing!” Rachel sneered, flying over to the Changeling and jabbing it with a hoof. The Changeling glanced at Rachel’s wings then stared at her incredulously. “...I got better.”

“Not even Changeling can heal that fast,” it finally spoke, its voice deep and gravelly, like an echo that was being distorted.

“Ha, so it can talk!” Marco shouted happily. “Alright, Yeerk, tell us what you know!”

The Changeling hissed at Marco. “Not Yeerk! Yeerk bad! Take control of Hive!”

“And how do we know you aren’t just lying to us?” Marco leaned close to the Changelings face and stared it dead in the eyes. I noticed something different in his/her eyes. Something cold and calculating.

“Not Yeerk!” It hissed again, this time with a hint of desperation in its voice. “Want Yeerks gone.”

“Marco, maybe we should hear him out?” Cassie suggested.

Marco turned to her with an almost dumbfounded look. “This guy was part of the same group that attacked us just now, or did you so quickly forget?”

“You Yeerks! You corrupted Changelings!” it hissed again, a bit more violently. “Kill me! I not submit peacefully!”

“Jake? Your call, man,” Marco sighed.

Jake sighed and muttered something to himself. “Alright, Changeling. Talk. Why were you spying on us?”

“You corrupted Changeling. Not work for Hive. Work for Yeerk.”

“Woah, there, pal. We do not work for the Yeerks,” Tobias said, ruffling his/her feathers. “We fight them every chance we get.”

The Changeling seemed to settle down a bit, looking at each of us in turn. “You not Changeling? But...” he looked at me and Rachel. “You same pony. Not Changeling?”

“I’m no Changeling!” I protested. “I’m all pegasus!”

“I’m not a pony. But I’m not a Changeling either,” Rachel explained, though this only seemed to confuse the Changeling further.

“Not Changelings? Not ponies?” It seemed to be straining as it attempted to figure out the situation. “What are you?”

“We’re the Animorphs!” Marco said triumphantly, striking a pose. Everypony, including both myself and the Changeling, stared at him.

“Well, you not Changeling. No Changeling that silly.”

Chapter 24

Author's Note: Written by Samaru163 and Tricondon.

Chapter 24

Marco

Jake had released the Changeling from his telekinesis and the creature was seated on Fluttershy’s couch; I found it odd both that Jake had opted to let go of it and that it hadn’t tried to flee at the first chance.

“Alright, let’s try again. Why were you spying on us?” Jake asked calmly.

“Yeerks talk of Andalites. Say they are here. They not like Andalites. Can tell in voice. I find. Ask for help. Get Hive back.”

“Ha, like anypony would help you things!” Rainbow cut in. “After you tried to enslave Canterlot, I’m surprised Prince Jake hasn’t thrown you in the dungeon.” At this, Jake shot Rainbow a shut up look.

“No enslave. Feed. We need feed like you do,” it said defensively. “Why it wrong for us to live? Why it evil for us to find food?”

“Sounds like a very familiar argument.” Cassie muttered. I nodded slightly, knowing what she was referring to. Aftran, the Yeerk she had found in the body of a little girl. Later she would go on to found the Yeerk Peace Movement on Earth and give up having a host entirely. All because Cassie had taken the time to see her side of the story. I had a brief talk with her Aftran, but at the time I didn’t care to listen. And now - on an alien planet of talking technicoloured horses - we were going through it again. Irony at its fullest.

“I wouldn’t mind feeding you,” Fluttershy whispered. I don’t think the Changeling heard her; I was standing right next to her and I still had to strain my ears.

“Do you even know what an Andalite looks like?” Jake asked. The Changeling shook its head.

“No. Not know. Not know many thing. Only Drone.” It stopped for a moment, looking around the cottage at us. “I attack Canterlot. I help. You ponies try to stop. Purple one smart. She not fooled by Queen. She know about Andalite.” He looked at Jake. “But you not purple one?”

Jake shook his head. “No. I may look just like her, but we’re completely different.”

“Yeah! Prince Jake is royalty!” Rainbow shouted. “So pay your proper respects!”

“Why? He not Queen. Not my leader. Why should I?” He then looked straight into Rainbow’s eyes. “Did you bow for Queen?”

“I don’t bow for anypony besides Princess Celestia!” Rainbow retorted.

“Um, and Princess Luna...” Fluttershy added, though she was drowned out by Rainbow.

“And I only bow for Queen,” the Changeling responded. “Simple. Yes?”

“Why you lousy!” Rainbow snarled, then leapt for the Changeling. I shouted, and suddenly Rainbow was being suspended in the air, held aloft in a light-blue glow, barely noticeable against her fur. She turned her head and glared at me. “Marco! Lemme go! I can take him, easy!”

“I would, but I don’t know how I’m doing it in the first place,” I said, amazed by what I was seeing.

The Changeling, in the meanwhile, had jumped off the couch and was hiding. An odd sight to say the least, since all the Changelings I’d seen had tried to kill me.

“Ha, afraid to go against me, Changeling?” Rainbow taunted, still hovering in the air.

“I not stupid. One Drone against eight pony. Not good odds.”

“Rainbow!” Jake shouted before she could respond. “Calm down and let me do the talking, please.” Rainbow flattened her ears against her head and looked away, mumbling a ‘sorry’. I laughed softly and the glow around her vanished, dropping the pegasus on her rump, which only made me laugh harder.

“You wouldn’t be laughing if my wing wasn’t hurt!” she yelled at me, glaring and baring her teeth. I immediately stopped laughing and averted my gaze.

“Alright, so, you were spying on us because you wanted to talk to Twilight, right?” Jake asked the Changeling, trying to get the conversation back on track.

“Twilight?” he said with a look of utter confusion.

“The purple pony you’re looking for. Her name is Twilight.”

“Name?” he asked again. “Only Queen has name. Only pony Princess have name. No?”

“But...didn’t you refer to yourself as Drone earlier?” I asked.

“Drone not name. Drone position in Hive. Is what I was born as,” he said calmly. “Ponies like this. No?”

“N-no,” Fluttershy softly said. “We all have names. It’s how we identify ourselves to others.”

“I identify. Drone from Breeding Cave Three. Number 937.” From the tone in his voice he’d said this at least a thousand times before.

“Geez, it’s like the Yeerks all over again,” Rachel said. At the sound of her voice the Changeling jerked its head towards her and hissed darkly.

“I not Yeerk!” it spat. “Not say that!”

“Take it easy, I wasn’t saying you were a Yeerk,” Rachel said, motioning with her hooves for the Changeling to calm down. “You just have very similar naming conventions, that’s all.”

“We not similar. They take Hive. They enslave colony.”

“That is what Yeerks tend to do,” Tobias said. “They enslave every species they come across. Changeling, pony, human. Nothing is safe.”

“Human?” the Changeling asked. “How you know Humans?”

“We-” Cassie began, but a motion from Jake silenced her.

“It’s not important,” Jake said. “What made you sure that Twilight would know where you could find an Andalite?”

“Purple pony smart. She know much. She not live life in Hive.” It seemed to be struggling to find the right words. “First time I...see sky is when Queen attack Canterlot. I not know outside Hive.”

“Oh, you poor dear.” Fluttershy said and flew over to the Changeling, hugging it tightly. It balked and tried to pull away.

“What you do?! Why attack?!” Fluttershy let the Changeling go and it flew up near the ceiling, staring at her warily. Fluttershy looked like she might cry at any moment.

“I am afraid your assumptions were in error,” Ax said. “Twilight has no knowledge of Andalites, nor does any other non-Controller on this planet. They are not indigenous.”

“Where were you this whole time?” I asked.

“I was listening, trying to see if this Changeling was lying to us in some fashion.”

“And?”

“I don’t think so,” he said with a smile.

I sighed and turned back to the Changeling. “So, what was your plan after that? Ask Twilight to lead you to an Andalite and then they solve everything?”

“I not know. Andalites fight Yeerks for long time. Hate each other fiercely. Yeerks say they powerful. They help return Hive to normal.”

“Give us a moment, please,” Jake said, then motioned for us to gather. We huddled in a circle, talking low. “What do you guys think? Should we trust him?” he asked.

“He certainly seems to hate the Yeerks as much as we do,” Tobias said.

“It could be a trap,” I said. “Lull us into trusting a possible defector, then he leads us into an ambush. Us, and Twilight if she decides to follow us again.”

“I’m with Marco on this,” Rachel said. “Attack us with Changelings and then send one who wants to be our friend. It all seems too convenient.”

“We saw how many they attacked us with on the train,” Cassie pointed out. “They probably have more Changelings back at the Hive. And what if he isn’t lying? What if he’s telling the truth? Can we really pass this up?”

“What if one of us acquires him?” Tobias asked. We all stared at him in shock, but he just looked back with a fierce stare. “I’m serious. If he really is a Yeerk, he’d never let an Andalite touch him.” He nodded towards Ax.

“I am uneasy about revealing our presence at this point in time,” Ax admitted. “If he is lying then we have confirmed the Yeerk’s suspicions that the Andalite bandits are here. And that aside, I think this Yeerk would not react poorly to my presence, Tobias. A spy would not be so foolish as to get caught that easily.”

For a moment we didn’t say anything, just going over the situation and options before us.

“Hey, guys?” Cassie asked. “What if we get Twilight to use that spell of hers on the Changeling?”

“Oh, good idea!” Ax said happily. “I’ll go get her!” Without another word Ax hopped - yes, hopped - out the door and disappeared into the night. We just stared after him.

“Well. I don’t think any of us were expecting that,” I dryly said.

We couldn’t have been waiting for more than ten minutes before Twilight appeared in a flash of light, along with Ax and Spike. She startled the Changeling - and us - though Ax was incredibly happy.

“Do it again do it again do it again! I know it should be impossible but it isn’t! Do it again!” he said between giggles and bounced around Twilight in a circle.

“Maybe another time, Ax,” she said gently. She looked around and finally settled her gaze on the Changeling. “Hello. My name is Twilight Sparkle. I heard you were looking for me.”

“Purple pony. One from Canterlot.” It eyed her suspiciously. “Are you you, or other like her?” it jerked its head towards Jake.

Twilight nodded. “I’m me. Honestly.”

The Changeling landed in front of her, staring straight into her eyes. “You help?” Twilight nodded again. “Help return Hive? Even though we attack?”

“Perhaps, but first I need to do something to you. It won’t hurt, and it’ll tell us if you mean what you say. Is this alright?” The Changeling nodded in an awkward imitation of Twilight and she closed her eyes, lowering her horn to the Changeling’s head. It twitched at the contact, but didn’t move otherwise. After a moment Twilight raised her head and opened her eyes, smiling. “He’s not a Controller.”

The Changeling hissed. “I tell you! I not Yeerk!”

“I just needed confirmation,” Jake explained. “You know how they infiltrated your Hive. I don’t want that to happen here.”

“Hive? Would somepony like to fill me in?” Twilight asked.

“Ohh, ohh, let me, let me!” Ax said happily. Soon he was walking with Twilight to the other side of the room, explaining the situation to Twilight in a really quick and almost indefinable way.

“We have got to do something about that kid,” I whispered to Jake. He smiled for a moment before resuming a more contemplative look.

“...and then I went to get you and you warped here and then I told you this story and now you’re caught up!”

“How did you explain that so quickly?” Rachel asked, her face twisted in disbelief. Ax stopped bouncing for a moment, his face scrunched up in thought.

“I dunno!” he shouted after a moment and giggled.

“Acting more like Pinkie every day,” Rainbow muttered.

“Is that a good thing?” I asked, to which she shrugged.

“Well, at least we know our Changeling guest isn’t a Controller,” Jake said after Ax’s giggling had died down. “That just leaves the whole trust issue.”

“Trust? I tell you truth,” the Changeling spoke up.

“You told us a well-crafted story,” I said. “Other species have allied themselves with the Yeerks before.”

“I no Yeerk!”

“That doesn’t mean you’re telling the truth. For all we know you’re a voluntary host sent on a mission.”

“I no Yeerk!” it said again, much more venomously. I stepped towards the Changeling, glaring.

“Say it a third time! Maybe I’ll believe it then!”

“Maybe you Yeerk!” it lunged at me, baring its fangs. I reared on my hind legs, ready to strike...

“STOP!”

Faster than I could blink there stood a yellow mass between me and the Changeling, holding us apart with her hooves and panting for breath.

“Nopony here is a Yeerk, alright? Now, we are all going to calm down and sit patiently!” She glanced between me and the Changeling, glaring darkly. As her eyes locked onto mine I felt a strange compulsion to obey and relaxed, backing away from her.

“Marco, are you well?” Ax asked. I couldn’t see, but I guessed I had a stunned or shocked look on my face.

“Heh, not so funny when you experience it, huh?” Rachel asked with a joyful grin.

“Yellow pony scary,” the Changeling said quietly.

“I think I should inform the Princess about this,” Twilight said after a moment’s silence. Jake walked up to her, shaking his head.

“That won’t work. We already tried to get in to see her, remember? Tobias and Fluttershy said the city’s blocked off.”

“Oh, leave the letter-sending to me!” Spike said, finally speaking up. “I can get the message directly to Princess Celestia easy.”

“I am curious as to how such a feat could be done,” Ax mused. Spike shot him a slight grin as Twilight gathered some ink and paper in her magic. Quickly she jotted down a letter and rolled it up before handing it to the young dragon. He made a quick dash towards the window and opened it with his free hand. He then held the roll of paper to his face and exhaled a puff of green fire, which quickly engulfed the parchment. I saw Ax was about to open his mouth in question, but stopped himself when the remains quickly formed into a green vapour that traveled along the winds towards Canterlot.

“Well, was it what you were expecting?” Spike asked Ax who was still staring in disbelief at the open window.

“That...should not be possible,” Ax said disbelievingly.

“Ax-man, I’m a unicorn. Rachel’s a pegasus. You’re talking to a dragon. Nothing on this planet makes sense,” I said.

“You not from planet?” the Changeling asked. It smiled at this news. “Then you are Andalite? You help me, yes?”

“We’re here to help everyone. We’re going to get rid of every Yeerk on this planet,” Jake said, standing proudly. “Or die trying.”

The Changeling hopped off the couch and walked up to Jake. “I help. Want Hive back. I follow you until then.” And then - to my utter surprise - it bowed.

Chapter 25

Author's Note: Written by Samaru163 and Tricondon.

Chapter 25

Luna

I am Luna. Princess of the Night. Co-ruler of Equestria with my sister, Celestia, the Princess of the Day. I am the one who raises the moon every night as my sister sets the sun. I am all this, and more. As rulers, both Celestia and I know that the key to having our subjects trust us is to never show worry, never show doubt in our ability to command. A frantic leader gives poor orders, and nopony would obey us for long, once the seeds of doubt had been planted. Celestia always has a smile on her face, always makes gentle requests of her guards; I have yet to see them disobey her. I have only known Celestia to grow fearful twice in my life; the first is when Discord attacked all those centuries ago. The second was my own corruption. Both times I know she feared not for herself, but for all the ponies under her care.

Recently I have become aware of a new threat to Equestria. I have mentioned this to my sister many times, but she refuses to take action. The aliens Twilight Sparkle had found were supposed to come to Canterlot; I had hoped that their presence would be enough to incite Celestia to take action. Unfortunately, they never arrived. I suspected foul play, or worse, that Twilight had fallen prey to this new threat.

I walked over to the window of my chamber and looked outside. Celestia was flying around the damaged section of the castle, overseeing the repairs. I could just make out her issuing commands - it helped that she was using the Royal Canterlot Voice, seeing how it easily projected one’s voice. The damaged tower had been mended well over these past few days, yet it was still far from completion. All around it teams of earth ponies moved support beams to keep the loose stones steady while unicorns cautiously removed any stones that were too extensively damaged to use. Teams of pegasi were busy managing the upper levels, adding and replacing stones wherever they could.

And this was just the one tower. Many of the surrounding buildings in the city had been damaged by the falling debris. I still remember how chaotic those initial days were. Ponies running frantically as bits of stone and metal came crashing down on homes and businesses alike. The repair teams were able to keep the damages under control, but nearly every establishment around the palace area had been hit.

I turned my gaze upward at the shield surrounding the city. Celestia had ordered the city protected, not because of my warnings, but because of the damage to her castle. Her first inclination was to only protect the castle and leave the city to its own devices; I convinced her to protect everything else as well. I frowned, lost in thought. Celestia had not been acting like her usual self these past few weeks. Our meetings had grown less frequent; we saw each other only during dusk and twilight, along with those odd times when both of us were required to sit in for royal duties. I had tried to approach her in a more sisterly manner, in secret since we had an image to uphold of course, but she curtly turned me away.

I was considering ordering a small complement of guards to go to Ponyville and escort Twilight, her friends, and the aliens to Canterlot directly when I heard a knock at my chamber doors. I quickly spun around and opened the door with my magic; a timid-looking earth pony stood beyond, panting for breath. He wore the garb of one of the lower-ranking guardsponies, perhaps only an initiate. He was frightened, but not of me; most guards working in the castle had grown accustomed to my appearance by this point.

“Speak.”

“Princess Luna! I...we have just received word!” he said between gulps of air. “The train from Ponyville was attacked! Eyewitnesses claim they saw Changelings, though we cannot find any evidence of them.”

I swallowed and trembled slightly, hoping I did not show it. “Was Twilight Sparkle or any of her friends onboard?”

He nodded. “The conductor says all six Element Bearers were onboard, but we cannot locate them near the train wreck.”

I nodded in return and dismissed him. A probable Changeling attack and the Element Bearers are missing. I frowned for a moment. Why had the conductor not mentioned the oddly-shaped aliens who were supposed to be with Twilight? Surely such a bizarre assortment of creatures would have warranted some interest, and news of them should have been relayed to me, even if I already knew.

I frowned even more. Why had I not ordered the aliens to Canterlot with me when I saw them? If I had then we could have made Celesta aware of the current events all the sooner. But now the Element Bearers were missing and there was no mention of the aliens. Perhaps these creatures were related to Twilight’s disappearance. I did not know their intentions. Perhaps Twilight had been coerced or tricked into trusting them.

I glanced out the window once more. Celestia was still flying around the tower. I needed information about the creatures from the sky, and my own library was rather lacking in that regard. I sighed and trotted out of my chambers, heading for Celestia’s study. She had accumulated many more tomes over the years and it was my hope that one of them held the information I sought.

‘By the turn of their one hundredth year the Kiplings had begun to open their borders to trade and travel. Since their positioning was close south of Equestria, ponies were among the first to meet the colorful species. Diplomacy was slow, however, and despite their fun loving personalities the Kiplings were distrusting of our foreign ways. Eventually through much time and perseverance trade agreements were formed and we began trading foods, fabrics, and gemstones especially. In return we were given new forms of building materials and schematics, which we ponies used to create such inventions as the airship and steam locomotive. This trade lasted for a full ten years before the Kiplings love of gemstones attracted the attention of the neighboring Dragons. Without any ways of properly protecting themselves the playful creatures were forced to flee across the ocean to escape the fire. There have been no sightings of a Kipling since.’

I groaned in frustration, tossing the book onto the steadily growing pile. “Not even Celestia knows about these creatures!” I yelled at the empty room, being careful not to use the Royal Canterlot Voice. I was about to look through another book when I felt a peculiar tingle in the air; I immediately recognized it as the usual disturbance that occurs whenever a spell is cast, though I could not identify the exact spell used.

I looked around the room, searching for the source of the spell and was surprised by the mist that floated in through the window. It coalesced in the air and reformed into a scroll, bound by a seal. It hung in the air for a moment before dropping to the floor as gravity found it. Curious, I walked over and nudged it with a hoof. It seemed to be normal parchment, though I could not say as to how it mysteriously transported in.

Carefully, I levitated the scroll and unfurled it; I cannot say what drove me to read something designed for Celestia’s eyes, but I had to know. I skipped past the content of the letter and jumped to the end.

‘Your faithful student, Twilight Sparkle.’

I felt my heart skip a beat. Twilight still lived! I quickly read the letter proper, more interested in its contents this time.

‘Dear Princess Celestia,

I am sorry that we were unable to reach Canterlot today, but a Changeling attack forced us to retreat. Prince Jake and his loyal guards fought them off, but were unwilling to continue to the castle. We will try again soon, and this time we may bring a Changeling defector with us. I do not know how trustworthy he is, so I urge you to take every precaution necessary.

Princess, there is a grave threat to Equestria. I do not know how far it reaches, but Ponyville is nearly overrun. Myself and my friends have managed to evade capture so far, but our luck cannot hold long. This threat isn’t one that we are accustomed to dealing with. I do not know if even the Elements of Harmony are enough to aid us. I hope to explain all I can when we meet tomorrow, along with Prince Jake.

I apologize for the shortness of this letter, but I am uneasy about revealing so much without being found out. Please have the Elements ready for us when we arrive. I doubt if they will be enough, but we need every advantage we can get.

Your faithful student, Twilight Sparkle.’

I rolled up the scroll and stood up. Twilight Sparkle lived, she had a Changeling prisoner, and Prince Jake seemed to be aiding her. I knew I had to relay the message to Celestia at once. She may have ignored my warnings, but she trusted Twilight as well. If both of us were claiming the same, Celestia would have to act. I headed for the large window in the study and took to the air, flying for the tower.

“Careful with that supporting beam! The tower will fall without it!” Celestia ordered, yelling at the earth ponies below. They moved efficiently, carrying out her orders without question. I flew up to her, interposing myself between her and the tower. She frowned at me. “Luna,” she said curtly, “I cannot effectively oversee the repairs if you are in the way like that.”

“The castle will not crumble in the two minutes I need to speak to you.”

“The castle will not. The tower will. If it falls even more of the city will be crushed.”

I snorted in anger. “Celestia! The construction workers know what they are doing! They do not need your constant supervision.” I inhaled deeply, forcing myself to calm down. “Twilight Sparkle hath sent you a message. She requests an audience with you immediately.”

“Impossible. I cannot spare any guards to go fetch her.”

“Would not it be simpler if you were to go to her?”

“And leave Canterlot unprotected? I could never abandon my subjects like that.”

I gave a frustrated growl. “Celestia! Twilight Sparkle and the other residents of Ponyville are your subjects, too! Furthermore, I can watch Canterlot while you are away! I am not a newborn.”

Celestia smiled at me, though it did not seem as comforting as it usually was. “I know you aren't, Luna, but due to your large absence from royal affairs I am uncertain about leaving you alone in such troublesome times.”

“Then I shall go escort Twilight Sparkle and her friends back to Canterlot,” I said through gritted teeth; Celestia, my sister, did not trust me to watch the city for even an hour?

“Neigh, sister, I cannot allow you to leave. It would be best if we restricted the number of ponies coming and leaving Canterlot. It is safer that way.”

“Art thou referring to the Changeling attack on the train?”

Celestia nodded. “That, and the reports of a Changeling attempting to gain access to the city. The guards on duty said it had taken the appearance of Fluttershy.”

“All the more reason to ensure Twilight’s safety. If the Changelings are attempting another attack, we will need the Elements of Harmony readily available.” I thrust the letter towards her. “At least see what she has to say about her situation, sister.”

Celestia took the letter and read it quickly. She cast me a glance once she had finished. “Luna, who is this ‘Prince Jake’ that Twilight mentioned?”

“I...may have neglected to mention this, but Twilight and her friends are the hostesses of a royal envoy from beyond our borders,” I said. “They seem to be well aware of the threat that is befalling Ponyville and are willingly helping out.”

“I was not aware of traveling royalty, were you?” She cast me a stern look.

“They were going to explain everything to us when they arrived, but the train was attacked, as you well know.”

“None of the ponies we spoke to mentioned anything about royalty in their midst.” Celestia pondered for a moment before her eyes took on a more concerned appearance. “What if they were Changelings as well? Think about it, this arrival of a foreign envoy which is to be brought here, the Changelings attacking the train said envoy was supposedly being transported on, and the guards turning away a Changeling in the form of Fluttershy - who was escorting these foreigners with her friends. It all seems connected.”

“Sister, I do not believe these creatures are in alliance with the Changelings.” I spoke with perhaps more certainty than I had. “We should heed your protégé’s words.”

“Agreed. She seems to feel the Elements will not be enough, so I see no reason to risk allowing Changelings into Canterlot at this time.”

I had to struggle to keep from gaping. “Do you not think that the Elements would at least help? Twilight may have made an error in judgment and the Elements will be a boon to them.”

“I trust Twilight’s judgment,” was all that Celestia had to say. She looked past me and yelled, “Careful! Don’t carry more than you can handle!” She flew off towards the tower, leaving me on my own. I silently fumed and dashed to catch up with her again.

“Celestia! There are more important things than your castle! Prince Jake has offered his help with the threat to Equestria. I think it best we get him, his followers, and the Element Bearers to explain the situation to us as soon as possible.”

“Nopony is coming into the city without my say-so, Luna.” Celestia said softly. “It isn’t safe out there. Rogue Changelings running rampant, mysterious objects from the sky crashing onto cities, and sightings of possibly dangerous creatures around the Everfree forest.” She gazed at the tower for a long while. “Twilight may not be herself anymore, either.”

“Are you doubting the reliability of your own student?!” I cried.

Celestia turned to me. “Yes. She wants the Elements but does not think they will be enough. I have never known Twilight to doubt her own skill.” She turned back towards the tower and murmured “Twilight is no longer with us, Luna. I know it.”

“She is with us! I spoke with her just yesterday!” I clamped my mouth shut, but it was too late.

“You left Canterlot? I thought I made my wishes quite clear.”

“I was unaware you dictated my life!” I shouted back, a hoof twitching in impatience.

“I do when the safety of my subjects is concerned,” she replied sternly. “Did you open the shield when you left?”

“Just large enough for myself.” I seethed with rage. “I am not so foolish as to jeopardize our subjects like that.”

Celestia blinked at me. “Is that so? What if the opening hadn’t closed behind you, or worse, grew in size?! Were you trying to give the Changelings an open invitation?”

“Sister, you are taking these precautions too far.”

“Am I? Or are you trying to get me to lower my defenses, Changeling?”

Every nerve in my body froze at that moment. “Celestia...how could you suggest such a thing?”

“You were outside of Canterlot. I cannot vouch for your whereabouts.” Celestia hastily explained, darting her eyes from side to side.

“Celestia!” I yelled at the top of my voice, anger and frustration fueling my words. Down below I could see ponies of all sorts stop what they were doing to look up at us, but I pushed them out of my mind for the moment. “You selfishly tend to your castle! Ponies are in danger and you ignore their cries for help, and you accuse your own blood of treason!” Wisps of magic began to flow from my horn. Subconsciously I felt them reach out and tap the Elements, still sealed away in the vault.

“Luna? What are you saying?”

“We deem you unfit to rule! A ruler who ignores her subjects should not be permitted to have subjects! And...” My voice broke for a moment. “You suspect me with no evidence!” I was no longer bonded to the Elements - that honour fell to Twilight and her friends, but I was once bonded long ago. I knew I could force a false bond just long enough to do what I had to. “Tending to your damaged castle? Sealing Canterlot away from the rest of Equestria? Refusing asylum to visiting dignitaries?” I shook my head in anger. “You are not the sister We remember!”

“The Changelings invaded once before! The train was attacked by Changelings, and Twilight said she captured one! Are you so naive to believe that this Prince Jake is really going to help us? Or is even royalty?” She glared at me with suspicion and inquiry. “Perhaps I was right; perhaps you are the one threatening Equestria!”

I fought down a flash of anger at the repeated accusation. “The nightmare no longer has a hold on us!” My horn tingled as I pushed the spell forward, tricking the Elements into rebonding with me. I inhaled deeply as I felt the raw magic join and mingle with my own. “If anything, you are the one threatening Equestria!” I flew up into the air and inhaled again, allowing the magic of the Elements to wash over me. I stopped flapping my wings, held aloft by the energy alone.

Celestia shook her head disbelievingly. “What? Luna, you are not bonded to the Elements anymore! You cannot wield them!”

I merely nudged forward mentally; the spell understood and a rainbow of light shot forth from my horn, surrounding Celestia. From far below I could hear the terrified screams of ponies in the streets, but they were drowned out almost immediately after by Celestia’s outraged cry.

“Lu-Lu! Stop! It’s me! Tia! Don’t do this!”

Another mental nudge and the rainbow shot straight up. The shield surrounding Canterlot cracked then shattered and dissipated. The rainbow continued up, forming a link between Celestia and the sun.

“Sister...” was all that she said before she vanished. The rainbow sparkled and returned to the ether from whence it came and I was alone in the sky.

For a long time I dared not move; only the sound of the tower beginning to fall snapped me back to reality and I shouted at the construction ponies. They moved faster than I expected, most likely out of fear of me rather than concern for the tower. I stared up at the sun for a moment - a simple task for me, though I do not recommend it to any others - and could just make out a faint outline of a pony in the center.

Trembling, I flew back to the castle proper and waltzed into the main throne room. I called for the captain of the guard, and it wasn’t long before Shining Armour was standing before me. He was uneasy, both from his shield spell failing and from what had transpired.

“Shining. I want you to go to Ponyville immediately. Find Twilight Sparkle and the other Bearers of the Elements of Harmony and bring them to Canterlot Castle. I will not accept any delays.” Shining nodded and smartly trotted off, bringing a small group of guards with him. With nothing more to say, I headed for my chambers.

The large doors slammed shut behind me and I was alone. It was only then that I slumped over, panting for breath and struggling to stand. I wearily walked over to my bed and crawled on top, grateful for the chance to lie down. Forcing the Elements to accept me had taken its toll, though I daren’t let my current weakness show.

I raised my head off the bed, glancing around the room. Through some cruel twist of irony I could see the sun through my window, hanging there with the faint outline of a pony now visible. Celestia. Trapped in the sun as I had been on the moon.

“Celestia... please forgive me.” I whispered to the empty room, then buried my head between my hooves and wept.

Chapter 26

Author's Note: Written by Samaru163 and Tricondon.

Chapter 26

Rarity

I have no idea how I managed to fall asleep that night, but I suppose fatigue finally got to me. I don’t know if you can ever know how hard it is, knowing that your own sister is being controlled and be totally helpless to rescue her. I wanted to rush over to her as soon as I could; to hold her in my hooves and tell her it’ll all be ok. But Prince Jake instructed me to avoid my Sweetie Belle until they could work out a plan. I didn’t like the idea of leaving my sister alone like that, but I suppose the Prince knows what he’s talking about.

So instead of rushing home, I slept over at Pinkie’s. The poor dear hadn’t smiled since we left that cave; understandable for anypony else, but for her not to be laughing worried me. Pinkie was always able to find the joke in everything, no matter how dire the situation.

The Cakes were nice enough to allow me to stay over, doubly so once they saw Pinkie as well. I was worried for a moment when I was speaking to them. After all, I hadn’t realized my own sister was a Controller; would Pinkie even notice if either of the Cakes were too? I managed to convince them that all Pinkie needed was a good night’s sleep and we trotted up to her bedroom for the night. And after what felt like an eternity I was forced to give in to sleep.

I opened my eyes to find that I was in the air, hundreds of feet from the ground. I wasn’t flying, nor was I falling. It was as if I were suspended by some invisible thread. Below me was the outline of a city of some kind. Peering closer I could make out rising towers and marble buildings. Yet there was something off about it all. They didn’t face straight up, nor did they even look like solid buildings. They seemed to flicker and wave in the wind, like the rippling surface of water. The longer I stared at them the more they seemed to distort.

I was torn away from the city only by a sudden bright flash from the corner of my eye. It was as intense as the sun yet it didn’t sting or blind me. I shifted my head curiously towards the source until I was face to face with a large, perfectly cut diamond. It hovered in front of my eyes and then went perfectly still. Suddenly more objects entered my field of vision, but like the buildings below me they were distorted and hard to make out. To the best of my abilities I was able to only make out one of the images, a six pointed star.

The diamond then began glowing like some form of flaming ice and drifted towards the distorted objects. Closer and closer they came, each of them glowing with an intense fury and purpose. Below me the flickering buildings reaches out to lick at the objects and feed them on before retreating back to their original positionings.

Suddenly the objects let out a burst of light that spiraled to form twin rainbows above them. They twisted and wound through the sky, making the city dance in their brilliance. But as they rose something seemed off. I leaned as close as the invisible wire would allow and noticed that the rainbow’s coloring was rapidly draining. Soon they became nothing more than a dull grey. Before I could figure out more the diamond shot out a torrent of icy flames at me. There was a cracking sound and the next thing I knew I was falling.

Down and down I went, crying in desperation as the buildings rushed up to lick at me with distorted roofs. Just as they were about to touch me the area was blinded by a burst of grey, dominated by a single, ear splitting shriek.

I awoke moments later in a cold sweat and glanced around, forgetting for a few moments that I wasn’t in my own house. Things slowly came into focus and I shakily stood, the odd dream not fading from my mind as they usually do. I can’t say exactly why, but it felt like my dream was trying to tell me something. I shook my head slowly, trying to dispel the odd imagery. There are more important things to deal with than deciphering dreams, I thought.

I walked over to Pinkie’s bed with the intention of waking her up, but she was already gone. I stared for a moment at the unmade bed wondering where she was when the door burst open and Pinkie walked in, a smile plastered on her face. She twitched unnaturally as she set down a tray laden with cupcakes and milk. “Good morning, Rarity! I got breakfast!” she said, though her voice was a tad higher than usual.

“Good morning Pinkie,” I replied somberly. “Is everything alright with you?”

“Oh Rarity, everything’s fine,” she replied and twitched again. “You’d better eat up, we’ve got a big day today.”

I nibbled on a cupcake in silence - a lady has to watch her figure, you know - and glanced at Pinkie every so often. She appeared to be her normal bubbly self, but I couldn’t shake the feeling that she was pretending. Her smile seemed just ever so slightly forced rather than its natural self. Still, she bounced around smiling and kept looking at me out of the corner of her eyes.

“Pinkie, are you sure you’re alright?”

“Yeah, I’m fine!” Another twitch. “Absolutely nothing wrong with me!” She bounced in front of me. “I just hate to see my friends unhappy!” She twitched again and her smile grew even larger.

I set my cupcake down and sighed. “Pinkie, I’m fine. Really.”

“Oh, I never doubted that for a moment! I’m fine, you’re fine, Twilight’s fine, everypony’s fine!”

Every ‘fine’ Pinkie spoke was followed by a slight twitch. I was beginning to grow worried about her by this point. “Pinkie, you don’t have to pretend for my sake. I’m fine, rea-”

“No no no! I’m not pretending!” Pinkie interrupted, mashing her face up to mine. “I’m the Element of Laughter! It’s my job to laugh! And if somepony isn’t happy, I have to make them happy!”

There was a long silence before I spoke. “This is about Sweetie Belle, isn’t it?” Pinkie looked me dead in the eyes and managed a weak nod.

“Rarity...I’m sorry.”

Another long silence filled the air. “Not as sorry as I am,” I mumbled. “She’s my sister and I never knew!” I looked down at the floor. “Never knew she wasn’t really my sister. How long have I been talking to an alien and not my Sweetie Belle?”

I looked up at Pinkie, already beginning to feel tears well up in my eyes. Pinkie opened her mouth to say something...

But the two of us were interrupted by a pegasus crashing through the window. For a brief moment I thought it was Rainbow Dash before remembering about her injured wing. Pinkie and I stared at the fallen pegasus for a moment as it stood. It stared at both of us in return then hesitantly said “Gedd first home?”

“Gesundheit,” Pinkie said. The pegasus looked at us both inquiringly but then collapsed again.

I was about to go over and inspect the pegasus when a blood-curdling scream came in through the broken window. I rushed to the window and looked outside just in time to see a mint-green unicorn mare get tackled by...

Changelings.

I don’t know what came over me then, but I leapt through the window, screaming in primal rage as I landed atop the nearest Changeling. Without missing a beat I lashed my hooves forward, impacting them with the nearest Changeling’s head. It went down like a stone. I looked up at the unicorn, but she had long since picked herself up and run off again. Another scream came from down the street and every muscle in my body tensed as I recognized it.

“Sweetie Belle!”

With no further concern for either the Changelings or the mysterious vanishing unicorn I ran down the street, headed straight for Town Hall. Sweetie Belle was still screaming and I followed her voice easily. I rounded the corner of the street and stopped only for a moment to take in the scene.

Chaos.

Everywhere I looked there were ponies and Changelings fighting. Unicorns were using whatever they could pick up to throw at the Changelings, pegasi were flying around in a mad attempt to get away, and earth ponies were relying on their brute strength to keep the Changelings at bay. I shook my head as Sweetie Belle screamed again and scanned the crowd, finding her just in front of Town Hall with three Changelings bearing down on her. I gave another cry of rage and ran at them, my horn glowing and sparkling with energy.

Two of the Changelings turned to look at me; I ducked under one, coming up underneath him and launched him at his friend, with a little magical aid. The third jumped at me, but I planted my forehooves in the ground, spun around and bucked him in the head as he came at me. I really must remember to thank Applejack for teaching me that, I thought quickly as I turned to Sweetie Belle.

No sooner had I turned around, however, when Sweetie Belle leapt at me, catching me off guard. I fell to the ground, momentarily stunned. I looked up at her in shock as she waved to somepony to the side. I looked over as a Changeling began walking towards us. Fear and confusion must have been evident on my face, since Sweetie Belle smirked.

“Confused, my little pony? Don’t worry, everything will be made clear very soon.” It may have been Sweetie Belle’s voice, but that was not the sister I knew. I tried to stand, but the Changeling was using some spell to hold me in place. I struggled against its spell but was unable to move.

“Rarity!”

A blast of magic impacted with the Changeling’s side, sending it sprawling away from me. Sweetie Belle looked around in confusion before being encased in a lavender aura and suspended off the ground. She thrashed and struggled - which availed to nothing - as Twilight ran up to my side, dispelling whatever was keeping me from moving.

“Rarity! Are you... you?”

“Twilight! What’s going on? Where’d all these Changelings come from? And what have you done to my Sweetie Belle?” Instead of answering me right away Twilight instead lowered her horn towards me and seemed to concentrate. Her horn glowed brighter for a few moments and then dimmed as she looked at me with relief.

“Oh thank Celestia, I was worried for a moment.” She said before turning her head. “It’s alright Pinkie, this is Rarity.” A sudden blur of pink then came from seemingly nowhere and stopped in front of us.

“Rarity, please don’t do that again.” Pinkie said.

“I won’t, just as soon as you tell me what is going on!”

“We don’t know,” Twilight exclaimed. “These Changelings just came from nowhere and have begun to attack the entire town.” She briefly paused to look around at the carnage happening all around us. Twilight blasted another Changeling that had leapt at us. “It doesn’t make any sense! Why now? Why here?”

“Let me go! Rarity, Twilight, I thought you were my friends!” Sweetie Belle cried. Twilight moved towards the bubble and lowered her horn to it as she did for me. She turned around and shook her head.

“I’m sorry, Rarity. She’s a co-.”

I stopped Twilight with a raise of my hoof. Perhaps it was rude of me, but I didn’t care. I didn’t want to hear that word about my sister. She seemed to understand as deep sorrow began to form in her eyes.

“Look out!”

I looked up just as a giant shield went up and three Changelings smashed into it. I whipped my head around and noticed a bright white unicorn standing near us, his horn glowing. He had a fierce determined look on his face and he glanced between the four of us, looking with particular interest at Sweetie.

“Big brother!” Twilight cried, running to Shining. He smiled as much as he could without losing focus on his shield spell.

“Twilie! Am I glad to see you! Princess Luna wants you and the other Element Bearers in Canterlot immediately.”

There was a brief pause before Twilight spoke. “Princess Luna? What about Celestia?” I cleared my throat, grabbing Twilight’s attention and motioned to the growing number of Changelings smashing against the shield.

“Priorities, Twilight.”

“Shining, we can’t go to Canterlot right now! There are Changelings everywhere! We’ve got to stay and protect Ponyville.”

“Go, Twilight. I’ve got a number of guards with me. Don’t worry, we’ll hold them off.” Something about that struck me as odd, though I couldn’t say exactly what. “The Elements of Harmony would be a greater help in fighting them off anyways, wouldn’t you agree?”

Twilight nodded. “Yeah, I guess so. I’ll go get the others and we’ll rush to Canterlot.”

“Wait!” Pinkie yelled. We all turned to look at her. “How’d you get here so fast? Why did the Princess send you instead of a letter? Why did you come with guards?”

“I was instructed to escort you all to Canterlot, and with all that’s been happening recently it seemed necessary.” As if to emphasise his point he waved a hoof at the Changelings around the shield. They had stopped smashing against it and were standing or hovering in place, waiting and watching. Shining let his gaze rest on Sweetie Belle, still trapped in her bubble. “Twilie, why is that filly entrapped like that?”

“Shining, this might sound a bit odd, but this filly is actually being controlled by a member of a race of alien parasites that have come to enslave our entire species.”

For a moment I could have sworn I saw Shining twitch, but it came and went so fast I couldn’t be sure I even saw it.

“Alien parasites? Twilight, this is hardly the time to be making jokes. We have a real infestation on our hooves.” He walked over, lowering his horn to Sweetie’s bubble.

“Wait!” I called. Shining whipped his head up and for a moment I did see him scowl. “Shining, you didn’t believe Twilight when she accused Princess Cadance of being a fake. She was right then. How do you know she isn’t right now?”

“Twilight, use your spell on him.” Pinkie said softly.

“What? But he’s my own brother!”

“And Sweetie Belle is my sister. And I live with her part of the year.” I looked away as I spoke. “Nopony is trustworthy.”

With a disgusted groan, Twilight walked over to Shining. Before he could have a chance to question her she lowered her horn to Shining’s and concentrated for a moment. A few seconds passed, then Twilight’s eyes flew open and she stepped back, staring at Shining.

“N-no... it can’t be...”

Shining’s face showed no expression as his horn’s glow swiftly vanished. The shield then dispersed and the Changelings began to advance towards us. All the while, Twilight continued to stare at Shining.

“You’re a controller.”

Shining scowled. “Why did you have to ruin the surprise, little sister?” he hissed through his teeth. Inside her bubble I could see Sweetie mimicking Shining’s expression. Shining waved a hoof and ten Changelings leapt at us. I braced myself for the coming attack...

Only to find them all blasted out of the air. I looked up at Twilight, her horn glowing dangerously. She was trembling with rage and looked around, clenching her teeth and glaring at the Changelings. Three more jumped only to be zapped by a blast of magic moments after they left the ground. I almost thought we’d make it out ok, but my hopes died quickly as I noticed that two more Changelings joined the growing circle for every one that Twilight shot down. What’s more, by using so much magic in her attacks the shield around Sweetie Belle was beginning to wane.

Shining seemed to notice this as well, and slowly his horn lit up again. The weakened shield seemed to quiver for a moment before dispersing completely and Sweetie fell to the ground. Shining shouted something incomprehensible and every Changeling leapt at us. Every. Last. One. I gave a shout of alarm and all at once my vision was filled with bright purple. Everything besides Twilight and Pinkie suddenly became wavy and distorted and I had this strange sensation of phasing through everything, passing through brick, wood, and stone as if they weren’t even there. I couldn’t even breathe and felt my vision begin to go spotty. Then, as quickly as it had begun, it ended and the world came back into focus.

I gave a slight groan as my lungs filled with air again and my vision corrected itself. I looked around; we were back in Twilight’s library, with a very surprised Spike lying on the floor.

“Shining...” Twilight murmured, staring at the ground, her horn no longer glowing. I gasped loudly.

“Oh, my. Fluttershy and Rainbow Dash are all alone! They can’t possibly hold off an entire invasion on their own.” Twilight didn’t seem to hear me, still staring at the ground. “Twilight, we have to go check on them. They’re our friends.” I swallowed noisily, thinking of Sweetie Belle. “I know how you feel, Twilight, but Spike was a controller too. We rescued him, we can rescue everypony else.”

I didn’t have any more time to try to convince Twilight; just then a number of Changelings and ponies burst through the door and any windows they could. I recognized a few faces here and there. There was Aloe backing down from Lotus, the Cakes and their kids, the same mint-green unicorn from before pleading with a menacing-looking earth pony, the town mayor. Controllers, Changelings, and a few free ponies all huddled in a circle.

“Twilight! Help us!” Mr. Cake yelled.

“Bon Bon, why won’t you listen to me?”

“Twilight, snap out of it!”

“Changelings! Get them, but don’t hurt the purple unicorn!”

It was pandemonium. I couldn’t pick out who was yelling at whom. Through the door I could see Shining and Sweetie Belle smirking and walking towards us calmly. I felt my hoof begin to twitch with rage. I looked around and time seemed to slow down; I wondered if a spell had been cast, but I pushed the thought out of my mind and mentally noted which ponies were cowering in fear and which were sided with the Changelings. I felt a spark of magic flow to my horn and spread out, a bright blue sphere growing to encompass the safe ponies and pushing the controllers back.

Then everything went blue and I passed out.

The first thing I noticed upon waking up was a bright blue sky above. That confused me, since we were indoors the last time I checked. I slowly rose to my hooves, groaning and swaying from side to side.

“Easy, easy,” a soft voice said from my left. I turned to face the mint-green unicorn. “Magic deprivation leaves you weak. Try not to push yourself.”

I took a moment to look around. Not too far away sat a tiny cottage and next to it was a fenced area with all manner of tiny houses within. I immediately recognized the house as belonging to Fluttershy. “How did we get here?” I murmured.

“You teleported us, Rarity! Just like Twilight can do!” An overly-excited Pinkie shouted into my ear. I shook my head and regretted it, fighting down a wave of nausea.

“Impossible. I don’t have that kind of power.”

“You did it, miss Rarity,” Aloe said. “I saw you.”

“And so did we.” Mr. Cake added. I looked around disbelievingly as more and more ponies confirmed what I had apparently performed.

“What’s with all the shouting out here?” An unforgettable voice called out as Rainbow sauntered out of Fluttershy’s cabin and stopped, gawking at the large mass of ponies that had - quite literally - appeared from thin air.

“Rainbow, is everything alright out there?” a male voice called from inside the cabin.

“Uh, don’t come out! It wouldn’t be smart!” Rainbow yelled back.

From one of the windows I could see the curtains being moved aside, then just as quickly they closed again. A few moments passed before another voice called out “Rainbow, find Twilight and the others. I want to speak to them.”

Rainbow nodded and walked up to me. “Uh, Rarity, Prince Jake wants to speak to you.”

She realized her mistake at the same time I did, just as Aloe repeated “Prince Jake? There’s royalty staying here?” loud enough for everypony else to overhear. The crowd began excitedly clamouring towards the cabin and I found myself rushing to get inside. The door slammed behind me and I noticed Pinkie and Twilight were already inside, though Twilight looked as if she still hadn’t moved. Rainbow was rushing around closing all the blinds and covering those with spare blankets that didn’t have them already. Once the room was sufficiently hidden from the outside Prince Jake walked in, glowering at us. I took a few moments to watch him, since I hadn’t had much opportunity to see him in his normal form. It was so weird, like a taller Diamond Dog with much more versatile paws. His face would almost be equine if his nose were a little longer and he clothed himself in a gaudy suit that did not go with his off-pink hide. His mane was a dull auburn, the colour of mud. He didn’t seem to match his own colouring, if such a thing were possible.

“Rarity, what’s going on? Why are all these ponies here?”

“Ponyville has been overrun by Changelings. Changelings and pony controllers.” I said softly. “We had to flee.”

Prince Jake was about to respond when suddenly there was a loud banging from the rear wall. We all turned in time to see a grey pegasus with a bright blonde mane come crashing through the wall - backwards, no less - and come to rest right in front of the Prince. Everypony stared at her incredulously as she waved back. Slowly she turned to face Prince Jake and stopped, her mouth falling open in shock.

“Oh, neat! Are you the Prince?”

Prince Jake groaned and covered his head in his hands. “Well, so much for staying a secret,” he muttered.

Chapter 27

Author's Note: Written by Samaru163 and Tricondon.

Chapter 27

Jake

“Prince Jake, are you related to Princess Celestia?”

“Prince Jake, have you come to ask for Princess Luna’s hoof in marriage?”

“Prince Jake, can your army help us against the Changelings?”

“Prince Jake, would you like a muffin?”

The questions came so fast I barely had any time to answer them. I looked in shock as ponies crowded around me, bowing and shouting their questions. Some were worried about the Changelings that had invaded Ponyville - Rarity had quickly filled us in - while others seemingly didn’t care and were more concerned about my appearance. Plus, this pegasus who crashed through the wall kept asking about muffins and simply would not leave. The others were all remaining in the upper stories, since we didn’t need any more unwanted attention. I glanced out the front door; at least three more ponies were trying to squeeze in, held back by a particularly frazzled Rainbow Dash.

“All right, that’s quite enough of that!” Twilight shouted, silencing the room. Everyone turned to look at her as she continued. “The Prince and I need to convene to plan our next move.”

Obediently the ponies flashed me an apologetic look and organized themselves neatly around us. I awkwardly scratched the back of my head. “Look, I know all of you are concerned about what’s been happening, but we can’t work properly like this. So - if you wouldn’t mind - could you please give us some space?” I smiled as politely as I could as the ponies nodded and silently filed out.

Once they were all outside Rainbow slammed the door shut and turned towards me, a strange fire flashing in her eyes. “Well, what do we do now? Ponyville’s in danger and we’re just supposed to sit here and talk?! Why don’t you use that changing power of yours to turn into dragons and save everypony?”

Rachel said in thought speak. Most likely she was in some form of insect morph.

“The only dragon we know is Spike. He’s hardly big enough to be a serious threat, and I don’t enjoy the idea of hunting a full-grown dragon just to acquire it,” I said as Rainbow was busy looking for Rachel.

I shook my head, trying to ignore Rachel and Rainbow as I ran through everything that had happened. “It doesn’t make sense. Why attack Ponyville now? Why out in the open? That isn’t the Yeerks’ usual method of operating,” I mumbled to myself.

“It is for the Changelings,” Rarity pitched in, interrupting my thoughts - I hadn’t even realized she was there. I looked up at her in confusion and she explained, “Some time ago they attacked Canterlot quite openly. They would nearly have won, if Shining Armor and Princess Cadence hadn’t saved us.”

More questions flooded my mind, but I nodded slowly. “If the Yeerks and the Changelings have an alliance, then maybe this is part of their plan. The Changelings probably still want to invade the capital, and with the Yeerks’ help they might succeed this time. I can’t figure out why they’d attack Ponyville right now, although...” I trailed off, my gaze floating to the ceiling. “That Changeling we have. Maybe he knows something that he hasn’t told us yet.” I frowned and glanced around the house. “Say, where is he anyways? Wasn’t he supposed to stay with Fluttershy and Rainbow?”

“You have a Changeling? Here? How? When did this happen?” Rarity asked, clearly shocked. She snapped her head around in disgust. “Ugh, I hope it doesn’t try to copy me. Not just anypony can pull off my good looks you know.”

Rainbow looked towards me, having long since given up on her search for Rachel. “Oh, right. Fluttershy was with him last. I dunno where she went, though.”

“I bet she went outside with all the other ponies,” Spike said. “She probably thought you meant to exclude her from your talk.”

“I’ll go look for her,” Rainbow said with a snort and headed outside. Once she left I decided to morph Twilight again so as to avoid any more unwanted revealings.

Ax asked.

“Rachel, please tell Ax that they can come out of hiding now,” I said to the air, hoping Rachel was still within earshot.

she asked back.

“Please, just do it.”

A few moments later I heard the sound of hooves descending the stairs as the others came down in their pony morphs, with the exception of Tobias who was perched on one of the many bird rests on the walls.

“So, how did the reception go?” Marco asked, a wry grin on his face. “I hear royalty have the best parties.”

“It wasn’t that bad,” I replied.

“You sure? It seemed pretty chaotic to me,” Spike said in a matter of fact tone. I was about to respond when the front door swung open, smashing into the wall, and an irate Rainbow walked in with Fluttershy walking beside her, holding her head up high.

“I found her,” Rainbow announced.

“Where’s the Changeling?” I asked.

“I don’t know, I didn’t see him with her,” Dash replied dryly.

My attention was drawn elsewhere by some humming; I looked around and blinked in surprise as Fluttershy walked into the room from the kitchen, a small white rabbit on her back. Marco looked from her, to the Fluttershy beside Rainbow and back again, then to Tobias, still perched on one of the wall mounts. “Uh, am I seeing things?”

Tobias said back. Not a moment later the Fluttershy with the rabbit saw the other and let out a small shriek.

“That’s Fluttershy,” Twilight said, her voice eerily devoid of emotion. The other Fluttershy gave a frustrated snort and was consumed in green fire. When it died down the Changeling was standing in her place.

“How you know? I look like her exactly.”

“Big difference between looking like Fluttershy and acting like her,” Twilight explained, her voice still emotionless. “That’s one thing the Yeerks can do better than you.” At the mention of the Yeerks the Changeling hissed again.

“I better than any Yeerk!” It said defiantly. “Hive better than Yeerk Hive!”

“Alright,” I interrupted before the Changeling could get any more excited. “You want us to help you get the Yeerks out of your Hive? Then start talking. Tell us what you know about the Yeerk’s plans. Why are they attacking Ponyville?”

All eyes swung towards the Changeling and, surprisingly, he seemed to shy away from the attention. “I not know much. Orders were to attack Ponyville. Keep royal guards busy when they arrived. Then real attack come.” It shuffled a hole-ridden hoof along the ground. “Told to capture ponies. For Yeerk host.” At this I heard Rarity give a small gasp.

“And...what else?” Twilight asked.

“Nothing else. I supposed to be in Ponyville now. I not know what comes after. I only drone. I do as told. Not tell me anything more.”

I frowned, deep in thought. There was something nagging at my mind, but I couldn’t quite figure out what.

Tobias said after a time. I looked to him in confusion, but was met only with a hawk stare.

“If they haven’t already,” Ax added. “We do not know how long the Yeerks have been invading this planet. It is likely that at least one leader has been infested.”

“It probably isn’t Luna,” I said. “We saw the power she can command, and she saw you as an Andalite. If she were a controller at the time none of us would be here right now.”

“You think Celestia is infested?” Rainbow asked. “No way! There’s no way the Princess could ever be controlled by some filthy alien slug!”

“Even if she cannot be infested the Yeerks will still attempt to eliminate her from the equation. Assuming her power is comparable to Luna’s.”

“Oh yeah! She’s super-duper powerful!” Pinkie shouted, bouncing into view from seemingly nowhere. “She raises the sun each and every day for over a thousand years!”

“Impossible!” Ax cried. “Your sun is comparable to that of Earth’s. Negating differences due to slightly altered size, it would weigh approximately two times ten to the thirty kilograms and be nearly nine hundred thousand kilometers in diameter. There is no power known that can move such a massive object!”

“Celestia can. I’ve seen her do it. Oh, and Nightmare Moon kept it from rising that one time. Oh, and Discord made it go up and down at random like a yo-yo. I love yo-yos, but I don’t think it’s safe to play yo-yo with the sun. Night would only last like five seconds, and nopony would get enough sleep. Day would only be five seconds, too, and nopony could ever get any work done.”

“Pinkie!” Twilight shouted and the pink pony stopped bouncing immediately. “Thank you.”

I rubbed my head with a hoof - it still amazed me that these ponies were flexible enough to do that - and cleared my throat. “Alright, so Celestia is as powerful as Luna, if not more than. That means the Yeerks will be targeting her.”

“If the Princesses are in danger, than we’ve got to go protect them!” Rainbow shouted, flaring her wings. This was followed moments later by a pained groan. “Aw, ponyfeathers. Fluttershy, can you fix my splint again?”

“Of course, Rainbow,” Fluttershy said, quickly walking over to a cabinet and bringing out some bandages and what I assumed was a splint for pegasus wings. She headed over to Rainbow and carefully removed the existing bandages and set the new splint up against Rainbow’s wing. She then wrapped it in bandages and stepped back. ‘There you go.”

“Thanks Fluttershy,” Rainbow said before turning back to us. “So what are we waiting for? Let’s go save the Princesses!”

“We can’t just go running blindly into danger, Rainbow,” Marco said. “We need some idea as to how we can hinder the Yeerk’s plans.”

“What if we caused a distraction of our own?” Cassie asked. “Something that would draw the Yeerks away from the capital.”

“Perhaps, but what would be a sufficient enough distraction?” Ax inquired.

“Simple,” Rachel said. I blinked, wondering when she’d demorphed and morphed into her pegasus form. “We hit them where it hurts. We attack what they desperately want to defend.” She gave a sadistic grin. “We hit the Changeling Hive. Take out their local help and they’re sure to come running.”

“Oh, wonderful,” Marco whined. “Instead of running blindly into danger, we’re going to go in screaming and yelling at danger.”

“That sounds much more fun,” Pinkie said happily.

“I not tell you where Hive is,” the Changeling said. “Hive is home. Hive is sacred. I not let you find it. I not let you destroy it.”

“Destroy it like the Yeerks are already doing?” Rainbow taunted. The Changeling spun, hissing and flaring his own wings.

“Rainbow, enough.” I said authoritatively. “If he won’t tell us, he won’t. And if he won’t, we’re done here.” I snorted and looked at Marco, giving him a subtle wink. “Alright, Marco, let’s go. The Yeerks can have this planet, since we can’t do any more.”

Marco, thankfully, got the hint and nodded slowly. “Alright, Your Highness. I’ll go prepare for our departure.” He turned and began heading back upstairs.

“Wait!” The Changeling cried. Marco paused and glanced at me. I turned slightly to look at the Changeling. “...please, not go. Need your help.” It sounded so pathetic, like a lost child crying for its mother.

“You want our help? Tell us where the Hive is.”

The Changeling closed its eyes and seemed to be arguing with itself. Finally it opened its eyes and looked dead into mine. “I show you. I take you to Hive.”

“Alright!” Rainbow pumped a hoof into the air. “You go attack the Hive, we’ll head for Canterlot.”

“No,” Twilight said. We all looked at her. “Shining...they got my brother. The Yeerks. He’s the Captain of the guard. If he’s a controller, then there’s no telling how many other guards are infested as well. We-” she broke off for a moment. “We may be led into a trap. And if any of us are captured, infested, then we’re no help to the Princesses.”

“Why don’t you send Princess Celestia a letter?” Fluttershy asked, but Twilight shook her head.

“I’ve sent twenty-two letters since last night. I haven’t gotten a response to any of them.”

“Don’t send any more,” I warned. “If Celestia is a controller, then she doesn’t need to know where we’re headed right now. The last thing we need is the Hive getting advance warning of our arrival.” I thought for a moment. “That is, assuming the letters are even reaching her. For all you know, she hasn’t sent a response because she hasn’t gotten any of them. Someone may be getting to your letters before her and making sure they’re never found. It’s fair to assume that whoever that is is a controller.” Twilight nodded slowly, though I could tell she didn’t like the idea.

“But I send the letters straight to the Princess herself. How could anypony intercept them?” Spike asked concernedly.

“Then Celestia is a controller. There can be no other explanation.” Ax said softly.

Chapter 28

Author's Note: Written by Samaru163 and Tricondon.

Chapter 28

Tobias

I flew as swiftly as I could, keeping a cautious eye out for any Changelings or infested Pegasi heading for Applejack’s farm. The sky was curiously devoid of any other flying creatures, however, so I chanced a glance towards Ponyville. The most I was able to make out was a few black forms flitting about town while large blasts of energy were being thrown from the ground. Presumably the guards from Canterlot were doing their best to repel the Changelings, or perhaps some uninfested unicorns from town were fighting back as well; either way, it meant the Changelings were occupied and I was relatively danger-free.

At least, that’s what I thought. As I drew closer to the farm I could make out a few Changelings swiftly darting about the trees, making their way towards the large farmhouse. I angled my wings and caught a small updraft, which carried me above the building. Carefully I landed on top of the apple shaped wind spinner; from here I noticed smaller groups of Changelings scattered about the area. Most of them were either unconscious or in no state to cause harm.

“Git away from mah family!”

The sharp cry caught my attention and I looked over just in time to see Applejack buck a Changeling in the face, sending it flying. Behind her stood a large red stallion - Big Mac, if my memory is correct. Between both of them sat a young yellow filly who I could only assume was Applebloom. She didn’t seem worried, though, all things considered. Cassie told us she was a Controller, and if the Changelings were mostly controllers as well it made sense that she wouldn’t be afraid, but Applebloom looked neither smug nor worried - more like confused.

At the moment, no Changelings in the immediate area were moving, so I decided now was as good a time as any to speak up.

Applejack whipped her head around, obviously looking for me and slightly startled. After a few moments she nodded quickly.

She nodded again; a flash of movement caught my eye and I turned to look. She shouted something to her siblings and they whirled in time to face the Changelings as they flew towards them.

More movement caught my eyes and I turned again, spying seven more Changelings coming up on Applejack from behind. With an exasperated groan I took off, at first flying away from the second group so as to not draw suspicion. As they descended I veered around and dived after them. I made good speed and was able to catch up with the Changelings just as they were closing the gap with Applejack’s group. Then at the last second I reached forward, talons ready.

“Tseeer!”

The lead Changeling reared back suddenly, placing a hoof to his face and crying out in anguish. Green blood leaked its way around his hoof and trickled down his face and leg. The other Changelings stopped and looked towards me. For a brief moment their faces showed confusion, but that soon gave way to anger. The momentary distraction was enough for Big Mac to notice the group and buck two more of them straight in the head. They dropped like stones among their comrades.

The remaining four Changelings veered away from Big Mac and decided to chase after me instead. I caught another updraft and flew as fast as I could, but the Changelings were faster. In no time at all they had caught up to me and began trying to block my escape routes. I dodged their extended hooves and veered towards the barn as quickly as I could. I ducked and weaved through the air in an attempt to throw them off, but hawks aren’t built for long distance flight. I was already feeling my wings beginning to tire and sore, and the Changelings were still on my tail.

A hard knock on my back sent me flailing towards the ground. I rose slowly, until a Changeling slammed its hoof onto my wing. It then lowered its head to mine and smiled triumphantly.

“Andalite filth,” it hissed, applying more pressure with its hoof. I felt the delicate bones on my wing begin to break and let out a cry of pain. “How you follow us here?”

I tried to bring my head around to tear at the Changeling’s leg, but it quickly slammed its other hoof down onto my head, smashing me into the ground. I felt my vision begin to go spotty as more force was applied to my wing.

“Die, Andalite!” the Changeling hissed angrily. As it was raising its hoof for another strike a loud crash came from the farmhouse. I barely had time to react before two large black masses came crashing onto the Changelings around me, as well as the one pinning me down. They were sent sprawling across the ground before settling in a tangled pile of black limbs. Weakly I turned my head in the direction of the objects.

“Go on, git, ya overgrown cockroaches!” an elderly green mare yelled, surprisingly spry for her age. She was rearing back on her hind legs and - somehow - waving a frying pan back and forth menacingly. I turned away from her and tried to get back into the air, only to let out a pained squawk when I flapped my wing; a quick glance told me all I needed to know. It was broken. I looked around, trying to see if I could safely morph something quickly enough to get my wing back. Fortunately, I couldn’t see any more Changelings that were physically able to move. Unfortunately, Applebloom was heading in my direction, never taking her gaze off me.

“Applebloom, git back here! It ain’t safe!” Applejack yelled and ran towards us, Big Mac in tow. I spread my wings, ignoring the pain, and screeched at Applebloom, hoping to scare her off. She continued towards me and stared me down.

“Are ya really an Andalite?” she asked softly. I screeched again and tried hopping away, hoping I was acting like a normal injured bird. “Ah saw you attack those Changelings. Yer not foolin’ me, Andalite.”

Applejack caught up with us and plucked her sister up, placing her on Big Mac’s back. “C’mon, we’ve gotta get t’ town, help everypony fight them off there!” she said, sounding quite flustered.

“Eeyup.”

“There’s no point. They’re only here because the town has been overrun by now,” Applebloom said softly.

“That’s no way t’ be thinkin’,” Applejack said. “We’ve beaten them before, we can do it again.”

Applebloom shook her head. “No, not like this, not with our help.”

Applejack looked at her sister with a mixture of curiosity and dread. “What do ya mean?”

Applebloom turned to look at me. “Ah would’ve thought you’d have told her by now.”

“Told you what?” Big Mac asked Applejack. She didn’t respond him though, instead staring straight at Applebloom.

“So it’s true...” she asked softly. Applebloom turned to her and looked right into her eyes. Applejack’s face then took on a look of horror, sadness and anger. “What’d ya do with the real Applebloom?!”

“She’s here, don’t worry. Ah just want t’ talk with ya.”

“Give me mah sister back, now!” Applejack demanded.

I cut in.

She turned to look at me with a loathsome demeanor. “Ah don’t wanna hear it, space-bird!”

“Ah think ya should listen to the talkin’ bird, sis,” Big Mac drawled. “Ah don’t quite follow everythin’ that’s happened here, but Ah do know that ya can’t keep fightin’ forever.”

A moment of silence passed between us all before Applejack finally let her guard down. “Yer right, Big Mac. Ah’m just worried about Applebloom.”

“She’s unharmed, Applejack. Ah wouldn’t let her get hurt.” Applejack whirled to stare at her sister.

“How dare ya speak that way about mah sister,” she said devoid of any emotion but anger.

“Applejack, yah don’t understand,” Applebloom exclaimed.

“What’s there t’ understand? Yah have mah sister, now get out,” she snarled.

I cried, getting both their attentions.

“Right, where’d yah say they were again?” Applejack asked.

“Everfree!?” Applebloom cried. “But yah know that’s where the Pool is, why head through there?”

I lied. I was silent for a while longer, staring at Applebloom, suddenly realizing my lapse in judgement.

“No, yah don’t understand, Ah can help yah Andalite, Ah can!” she said almost desperately.

“Yah came from Earth, right, it’s the only way yah could have gotten those morphs,” she stated. “Surely yah know of the Yeerk Peace Movement organized there?” Applebloom puffed out her chest. “Ah’m the leader of the Yeerk Peace Movement, Equestria Division.”

I froze for a moment, not knowing what to say. The Yeerk Peace Movement on Earth had been founded by Aftran and was composed of Yeerks who lived as partners with their hosts, giving them some control over their bodies. In short, they were looking for a peaceful end to the war. Unsurprisingly the other Yeerks don’t take too kindly to this idea, so the group works in secret from the main invasion forces. That said, however, there was no reason to believe this Yeerk was a member just based on what she’d said.

“Yeah, Ah know it’s hard to believe that a tyrannical Yeerk would sue for peace, but Ah’m tellin’ the truth!” she said.

<...fine, then, Yeerk. I’ll take you with us and you can try to convince my leader of your honesty.>

She nodded in agreement. “Ah suppose you’ll be demorphin’ to repair the damages t’ yerself?” There was an underlying hint of curiosity in her voice.

“Ah’ve been a tad curious as t’ how exactly yer morphin’ technology works.”

I didn’t want to have one of the others carry me - and there wasn’t another option available - so I concentrated hard on the one morph that’d keep this deception going. Almost immediately I felt myself growing larger and my broken bones being replaced by stronger, more solid ones. My feathers began to sink into my skin and were replaced by a thin coat of blue tan fur. The same was happening with my beak, only when it vanished there was nothing to replace it. My talons melted together into hooves and my wings were soon tipped with seven digited hands.

There was a sudden pop from where my eye stocks burst from my skull and began swerving around, taking in all the details they could see. I noticed all the Changelings to my sides and behind me, as well as the bewildered faces of the Apples. Two nubs formed on my chest and soon grew into extra legs. A long bladed tipped tail snaked forth from the tip of my spine at the same time. Then it was finished and I stood as a perfect duplicate of Ax.

“Well, ya’ll are the oddest lookin’ pony Ah ever did see,” Big Mac drawled after a time. He had one eyebrow raised in astonishment, but he still chewed on a piece of hay as if nothing else bizarre had happened. I was somewhat surprised from his reaction, expecting more shock or horror, but he just swung back over to look at Applejack.

“Ya think the Prince can help mah sister?”

I nodded.

I was back in the sky, directing Applejack and her family as they meandered through the trees of the Everfree. It felt good to be back in the air, though I was careful not to morph back until we were well out of range of the farm. We only stopped to pick up the elderly mare, who was apparently named ‘Granny Smith’. I could just hear Marco’s groans in my head already.

I looked up from the forest, scanning the horizon; in the distance I could see two other birds of prey, but I was still too far away to make them out, even with my eyesight. Unfortunately, that also meant I was out of range for thought speech. I looked down again and nearly stopped flying, stunned.

At this, Applejack took off running, leaving the others behind. I started to descend, keeping a close watch on the mystery pony. The last thing I need now is a Yeerk trap, I thought sarcastically. I settled on a branch near the edge of the clearing as Applejack came bursting through the trees and skidded to a stop. I looked at the strange pony, covered in mud, sticks, and looking very ill-tempered.

“Applejack! Where have you and the others been?! Do you have any idea how terrifying it’s been for me?! I’ve been left alone in a dangerous forest filled with body stealing parasites - while still partially petrified - by the ponies who were supposed to be HELPING me!!” Applejack took a step back, her ears flattened against her head and looking quite sheepish.

“Oh, gosh, Ah’m sorry Cheerilee. I just plum forgot about ya. Heck, we all did.” This news only seemed to anger the pony more.

“Do you have any idea what I’ve gone through since yesterday? Do you know how difficult it is to hide from a Timberwolf pack? OR outsmart a cockatrice?” Each question was punctuated by Cheerilee jabbing a hoof into Applejack’s chest and growing more and more hysterical with each prod. “You just forgot about me!”

Big Mac, Applebloom, and Granny chose this moment to walk into the field as well; their arrival did not go unnoticed by Cheerilee, who stopped yelling at Applejack and glared at Applebloom.

“You! Yeerk! I know you’re in there! Get out of my student!” Applebloom backed up slightly, startled by the mare’s crazed ranting.

I was about to intervene when Granny Smith suddenly smacked Cheerilee on the head with a large stick that had been lying on the ground. “Now, Miss Cheerilee, that’s no way to speak to a young filly! You oughta know better, bein’ her teacher and all.” Cheerilee shook her head, her increasingly unhinged ranting momentarily gone. I decided to speak up again before she could start up again.

Cheerilee’s head shot in my direction and she stared daggers at me. “I’m welcome? I’m WELCOME?! You abandon me here of all places without the ability to move and then ask me if I want to come along?! If I ‘have the time too?!’”

“Cheerilee, that’s enough,” Big Mac said gently. “Yellin’ at the magic bird won’t help solve anythin’ now. Th’ important thing is we get to Twilight’s hide-out, then plan our next move.” Without another word Big Mac quickly walked over and hefted Cheerilee onto his back, despite her protests. He glanced towards me and nodded. “Alright, bird, lead the way. Ah’ll take care of Cheerilee, don’t you worry none.”

I nodded in return and took off again, circling around them until I was at a respectable height and resumed guiding them. There wasn’t much to look out for after this point, which meant I had some time to myself to think. I figured Twilight would be happy that we recovered Cheerilee, even if everyone had forgotten about her. Applebloom was the one that worried me the most, though; I don’t think Jake would like me bringing her along, but Applejack was insistent she not be left behind. Marco and Ax would both oppose the idea, calling it an extreme and unneeded risk - which it rightfully was. If the Yeerk was being truthful about being a member of the peace movement, Cassie might defend Applebloom.

An idea struck me just then and I altered my course, heading for Cassie’s group instead. If anyone could tell if Applebloom was truthful or not, she could.

Chapter 29

Author's Note: Written by Samaru163 and Tricondon.

Chapter 29

Marco

I had to stop myself from swearing at the ponies below as they nervously trotted up the rocky mountain path. The jittery things pretty well had to be ordered into the forest by Jake - fortunately, his perceived royalty helped in that regard - not that I blame them for their hesitation. I mean, I go into dangerous and suicidal situations on an hourly basis, and even I’m still not as used to it as the others are.

“Do you even know where we’re going?” a green maned mare called.

I replied.

“What if we went around the mountain?” a brown stallion asked. “It’d be easier, don’t you think?”

“Why’d she say that?” he asked with a highly inquisitive look.

“We’re going to the old castle ruins?!” Panicked and fearful looks spread across the faces of everyone. “Isn’t that where Nightmare Moon first attacked?”

“I heard the Changelings took over the castle after Celestia abandoned it!”

“How do you know a Manticore hasn’t moved in? We could be walking into a trap!”

I said in my most reassuring tone.

“How do you know it’s really Twilight?” someone from the back asked. “Those Changelings just ran in! Maybe Twilight’s a Changeling!”

I mentally breathed a sigh of relief as the ponies calmed down a little.

The ponies began walking again, though far more nervously than the situation called for. To be fair, in my group we only had two Pegasi and one of those was a foal. It weirded me out that they put their young in diapers just like humans do, though I was far more interested in how they did it without hands.

It wasn’t too long until we reached the bridge, though that was being very generous. It was little more than a few planks of wood held up by two thin ropes and I seriously doubted it would hold. Still, Twilight seemed to know what she was doing.

Quickly we crossed over and beheld the crumbling ruins of what once looked like a large and well-built castle. The entire ceiling had collapsed away, so I got a pretty good look at the interior. Quite a few ponies were gathered around in the central chamber, some just sitting around and others observing the architecture. It was a bit tricky to figure out whether they were Changelings or Yeerks. That is, until I spotted the bald eagle and peregrine falcon perched on a large pedestal in the middle of the room.

Rachel said, happily tilting her head in my direction.

I responded slyly. Quickly I descended and landed next to the two of them.

Jake said.

I asked casually.

Jake continued off of my first statement.

I said dryly. I turned to look back to the gaping hole above us and quickly spotted a northern harrier coming this way.

Ax asked.

Jake responded. A few minutes later we had five more ponies join our hidden hideout, Twilight among them. She still seemed depressed, but at least she was walking with purpose again, rather than dragging her hooves like she was when she’d left.

Ax landed next to me and I watched as the new group was welcomed in, but after a brief greeting the room fell deathly silent again.

I said.

Rachel reasoned. Craning her head, she called out

Twilight slowly walked towards us, seemingly focusing on nothing. She sat beneath us and wearily looked up. “Yes?”

Jake said slowly.

“Well...further in there’s a room that’s in much better condition than this. We could easily fit everypony there until we return.”

Jake turned to look at us. With that said Twilight began walking to an archway at the other end of the ruins, and the three of us flew after her.

Twilight led us to a nearby building a short distance away and headed inside. I took a quick flight around, but didn’t notice any caved in ceilings or fallen walls. Besides a few broken windows the thing looked like it would provide ample shelter. Satisfied with my observations I flew in through one of the holes and rejoined the others.

I told Twilight. She didn’t seem to take heed of my remark, though, instead looking around like how I’ve seen Jake and the others look whenever we’re at the construction site.

“Yeah, just never thought I’d come back here,” she said softly. “This was where me and my friends took possession of the Elements of Harmony to stop Nightmare Moon.”

I asked, bewildered. Twilight stared at me as if I was, well, an alien.

“The Elements of Harmony. Certainly you’ve heard of them.”

“My friends and I fought Nightmare Moon after her escape from her lunar prison a few years ago here, in this very room. We used the Elements of Harmony, purified her heart and restored Princess Luna to her normal self.” Twilight seemed to cheer up a little as she recounted her tale.

Rachel protested,

Before Twilight could respond there was a loud crash which was soon followed by shattering glass meeting stone. I spun my head in the direction of the noise and spotted the same grey pegasus with the blond mane from earlier clumsily looking over the damage she’d done to the nearest window.

“Sorry,” she said with an apologetic look. “I didn’t mean to.”

We all just stared at her incredulously. “Ditzy, what are you doing here?” Twilight asked, somewhat annoyed. Just then Ax came flying in through the hole she made.

“Aw, but I wanna see the Prince again.”

Ditzy nodded happily and began flying with ax out the window. Just as her front hooves were about to pass through the glass, she squinted her eyes closed and tried to cover her face. “Ah, my eyes!”

The Pegasus began flying erratically - and considering what I’d seen so far, that’s saying something. It didn’t take long for her to to spiral towards one of the pillars near the windows and collide head first with it. I winced, but she didn’t seem injured by it in the slightest. Ditzy shook her head and flew back a bit, smiling. No sooner had she moved away, though, when a giant CRACK split the air. I watched in horror as the pillar fractured, a large gap shooting straight up the shaft. Twilight gave a shriek as she dove out of the way moments before the entire thing pitched forward, slamming into the ground with enough force to break the floor, sending fragments of stone and mortar shooting across the room.

Ditzy opened her eyes again and turned to us all with a sorrowful look. “...oops. My bad.”

<...man, that pegasus is a flying disaster waiting to happen,> Rachel whispered.

I dryly whispered back.

“Prince Jake, look at this!” Twilight called excitedly. Curious, I shifted my head and noticed a massive gaping hole in the ground where the pillar had fallen. The sides of the hole weren’t rough or damaged, but smooth and placed evenly together. Aside from that, there was nothing else that could be made out due to the thick veil of darkness coming from it.

Rachel asked excitedly.

“I’m not sure, I didn’t even know this room had any secret passages,” Twilight thought for a moment before continuing. “Here, let me see,” Her horn quickly illuminated itself with magic, which then broke off at the tip to form a small sphere. Using her horn as a guide she lowered the orb into the hole, which immediately began to lighten

Ax asked in disbelief.

“Yep, it’s a pretty basic spell, but it works for this situation.”

“Woo, go Twilight!” Ditzy cheered.

Jake said while flying down and landing near the tunnel entrance. Once Ax and Ditzy were gone he began to demorph. He cut off suddenly as his beak melded back into his face and a mouth formed. “I’m not going down there alone.”

I asked jokingly.

“Just for that, you get to go in first,” Jake said with a sly smile. Both me and Rachel complied and demorphed as well. “Good. Now morph bat.”

I flashed him a contentful smile before we all began morphing. It didn’t take long for the three of us to soon be flapping around on leathery wings and diving down into the dimly lit hole. Once inside I fired several high frequency clicks and listened to the echoes that bounced off of every object they could touch. With those I made a mental image of the area around me, particularly of one object directly in front of me.

Rachel replied.

Jake said slowly.

I heard Jake’s wings flapping to my left. A few moments later he came back, Twilight’s little orb following after. It carefully made its way through the darkness, eventually coming to a stop at the base of the object, and immediately I caught notice of one defining feature. I was looking at what looked like a massive rudder.

Rachel said in disbelief.

I replied, equally amazed.

Jake said with finality.

Chapter 30

Author's Note: Written by Samaru163 and Tricondon.

Chapter Thirty

Ax

What should have been a simple flight back to the group of equines resulted into a series of irritating detours. The grey pegasus veered off course several times; by the time we finally arrived back in the main room we had seen almost all of the castle. Prince Jake, Marco, and Rachel had already returned before I could get my charge to the others, though I noticed they had morphed into bats.

Marco said in a tone which I believe humans call ‘sarcasm’.

I replied. I flew down and perched on the raised dais, looking over the crowd of colourful equines.

Rachel said.

Prince Jake said.

I asked.

Marco said.

Prince Jake explained.

I spent a moment thinking over what they had said.

Marco asked.

Prince Jake explained.

I said.

I promptly took off and flew back into the large chamber again, easily finding the large hole that led down. It did not appear to be ideal for flying in my current form, so after a cursory glance around both the room and the surrounding area I landed and quickly demorphed. When I finished I walked over to the hole and began to focus on my bat morph. I was interrupted, though, by the sound of stone shifting behind me. Quickly I swerved an eye stalk to look at its source. The circular raised platform at the far end of the room had split along its diameter. The two pieces then slid away from each other, and a slightly confused Twilight poked her head out of where they had been.

“Oh, so that’s where this tunnel leads,” she said, as if musing to herself. Climbing out of the hole she looked around and spied me. She gave a startled gasp before calming down and gave a quick bow. “Ah, I’m sorry, Ax, I didn’t see you there.”

“Well normally I can’t, but I know a few spells that allow me to. It’s rather draining keeping spells active all the time, and I don’t think I need to be on the lookout right now.”

I asked.

“Yeah, I guess you could put it like that.”

I kept my main eyes focused on her while my stalk eyes observed the passageway she came from.

“Yes. I looked it over, though I’ve never read anything about it. I wasn’t even aware the Princesses had airships a thousand years ago. I thought it was a recent invention.”

I was about to question if there was ever a Queen in the past, but decided to save it for later.

“Oh, of course! It’s just down this passage. I had no idea there was a secret passageway in here. I wonder how many there are in Canterlot Castle?” With a giggle she turned and ducked back down the passage, forcing me to hurry to catch up.

I stumbled a little in the darkness before catching up to Twilight, who was making her horn glow. I couldn’t help but think of how useful it could be to dissect one of these equines, find out how they can do these skills and see if we could duplicate it in some fashion.

We reached the end of the passageway, which lead into a large open space. Twilight’s light did very little to clear the darkness, so instead of continuing straight she looked towards where the ceiling would be and formed the light into a sphere. I was about to question her motivations when she sent the sphere sailing into the darkness. Peering after it, I saw that it was headed towards what looked like a large, colorless crystal growing from the roof of the cavern. When the light finally made contact it dispersed and was absorbed by the crystal, which then began to glow intensely. The light it was generating then shot out in several directions, each one striking a smaller crystal of different colors. This process repeated until the entire cavern was fully lit.

I stared at the crystals for a time, momentarily stunned that they could be forced to glow in such a way until I spied...

Well, I’m not really sure exactly what it was. At first glance it resembled some form of primitive human boat, perhaps a trireme of the ancient Greeks. It was about three times as large, however, and seemed much more aerodynamic in shape. The front was shaped much like the head of an arrow, with several small fin shaped objects jetting form the sides. From the looks of their construction they could be manually opened and closed from the control center, meaning they were most likely the rudders. Material-wise the ship was mostly wood with some basic metals like iron and copper used to hold key pieces. Finally, attached to its deck were dozens of cables that lead to a massive deflated balloon draped over the starboard side. In its current state there was little I could make out from it, but it seemed to be made of a rather primitive nylon and polyester combination.

I asked incredulously.

“There’s plenty of fins, aren’t there? And it wouldn’t just be helium inflating the envelope. A few unicorns would need to charge some of the fore and aft stabilizer nodes.” Twilight pointed to a few dull grey bumps on the fabric at various spots.

“Well, I’m not sure. I’ve only studied pictures and diagrams of airship engines. I’ve never actually gotten the chance to take one apart for myself.” Twilight brought a hoof to her muzzle, deep in thought. “Though, from what I remember, all we need is sufficient charge. There might still be a suitable power crystal somewhere around here, if we’re lucky.”

I asked.

“Well, if we’re being technical, the crystal actually isn’t the power source. It’s more of an amplifier of unicorn magic, like the one I used to light this room up. It’s more efficient than steam or coal like we use on trains, but it requires a unicorn to always be present. It isn’t fair to earth ponies or pegasi to always give up the jobs to unicorns.”

I replied.

“I’ll check the engine room. You can try the storage room just over there.” Twilight motioned towards a large wooden door set into one of the walls. It was nearly rotted away and leaned away from me, presumably being propped up by something on the other side. I approached it cautiously, my tail blade poised and ready to strike, and pushed on the door slightly. It groaned and scraped against whatever had been holding it up and fell to the ground, slamming noisily and echoing against the far end of the chamber.

Inside there were several crates and boxes that looked to have been abandoned with the castle. Carefully I used my tail blade to open one, revealing that it contained what appeared to be charts and maps of that time era. Other boxes held different things, fossilized food remains, armour, medical supplies turned to dust, and various gemstones of different shapes and colors. Behind them, I discovered a long double pointed crystal that was milky green. Carefully I took it in my hands and walked over to where Twilight was exploring.

I carefully climbed onto the airship, testing the wood each step of the way. Surprisingly it did not seem to have aged like the door, though I did not wish to take anything by chance. I ducked as I passed through the door, finding the ceiling too small to accommodate my form, though I suppose it was an appropriate height for the much smaller equines.

Twilight was inspecting what appeared to be a steam powered engine, but with several differences. Attached to its front was a tall glass casing, with several copper wirings running from it into the heart of the engine. She turned as I entered and immediately spotted the crystal in my hands.

“Oh, excellent! You found one!” The crystal flew out of my hands and hovered above Twilight, and I was momentarily shocked before remembering her unusual telekinetic abilities. She held it aloft in the air for a few moments, inspecting the crystal from every angle. “Hmm, it’s drained, but I think it will still hold a charge.”

“I’m not sure. From what I read, a crystal can hold a charge for several days, but this one is rather old.” Without another word Twilight shut her eyes and what I can only describe as a beam of light shot from her horn into the crystal. The crystal began to glow; curiously, I could still see right through it and could spot no reason for its luminescence. Whatever the reason, Twilight seemed to be overjoyed at the sight.

“Ah, it still works!”

I pointed out.

“Well, there’s only one way to be sure.”

Twilight turned her attention towards the glass casing and it too was taken by the lavender glow before levitating completely off. She then moved the crystal under and closed the casing. For an Equestrian minute or so nothing happened. Twilight visibly sagged, clearly saddened. I walked closer and placed a comforting hand at the base of her neck, as I’ve seen humans do to comfort others.

Twilight let out a sigh of disappointment and slammed a hoof against the engine in frustration. She - and I - took a step back in surprise when the machine sputtered and roared to life for a moment before calming down, as dead as it was before she hit it.

Twilight eyed the engine curiously before her eyes widened with realization. “Oh, of course! How could I forget?” She walked up to the engine, looking all around it until she made a triumphant ‘A-ha!’ Turning to me with a smile, she motioned for me to come closer. “Ax, I’m going to go up to the helm. When this light turns on, I want you to pull this lever all the way down.” She pointed to a rusted old metal stick.

Twilight either didn’t hear me or ignored me, since by then she was already running towards the exit, laughing giddily.

I simply stood beside the engine and looked around the room, being certain to keep an eye on the light Twilight told me to keep watch on. After a moment it emitted a faint light and I pulled on the rusted lever. It gave a metallic groan as it shifted positions before snapping completely off. I looked at the lever in my hand and shook my head in disappointment. Giving the engine a final look I headed to the helm to give my report to Twilight.

When I emerged from the engine room I was suddenly thrown off balance and scrambled to stay upright, swinging my arms and tail out to steady myself. Once I had regained my balance I shakily continued to the helm, slightly confused. Strange. It almost feels like a Bug Fighter lifting off.

My confusion momentarily forgotten, I rushed to the side as carefully as I could and peered over. By my guess the ship was improbably floating approximately seven feet off the ground.

“It’s not, the magic I placed in that crystal is what’s keeping it in the air.” I turned around and found Twilight standing behind me, a huge smile on her face. “Well, technically, the raw magic I dumped into the crystal is powering the stagnant spell contained within.”

Twilight let out an amused sigh and shook her head. “Still disbelieving in magic? It’s fine, take your time. I had a hard time believing in Pinkie’s Pinkie Sense.” She turned away from me and observed the ship. “Can you go back and tell Prince Jake he can bring the others down here?”

“Once we get that balloon inflated, yes. I’ll get started on it while you’re guiding everypony down here.”

I nodded in agreement and promptly made my way off the ship. Once on the ground I swerved my eye stalks around to observe the ship as I continued on. Sure enough, the large vessel was indeed hovering, the fins on its sides even swaying open slightly as it moved. It also seemed different somehow, almost like it was brand new. This was most likely a trick of the lights, though, so I paid it no mind and instead focused on my bat morph. Once that was finished I flew up the passageway and back into the room above.

By the time I returned Prince Jake and the others had moved a fair number of the equines into the room. Most of them were bunched together in groups of four or five, with a few stragglers wandering the perimeter. I quickly noticed Prince Jake perched on a sconce, with both Cassie - who was in osprey morph - and Tobias sitting next to him. Fluttershy, Applejack, and her family stood beneath, and seemed to be having a private conversation with them. I flew over and perched myself next to them, taking notice of the distraught looks on their faces.

Prince Jake looked at me as I landed.

I cocked my head towards the orange-coloured equine and her family.

Tobias said.

Cassie supplied.

Prince Jake snapped.

I shifted my gaze towards the controller.

“Ah got out of the Pool last night.”

Prince Jake asked in private though speech. Cassie, too, seemed to be eyeing me suspiciously.

Cassie exclaimed. She craned her neck over, looking at the purple reptile that always seemed to be near Twilight. Currently he was talking with some of the equines gathered in a circle, though I was too far to make out what they were saying.

I stated pointedly.

“Ya know, Ah’m still here,” the controller spoke. “If yer goin’ t’ talk about me, at least have the courtesies t’ let me hear it.” Cassie looked down at the equine, who was glaring back. “Ah’ve only got three days before Ah starve. Ah’d rather spend it doin’ somethin’ useful rather than sittin’ ‘round an’ arguing about me.”

I inquired.

“Ah...Ah had a plan. But the Changelings attacked earlier than scheduled. All mah plannin’ fell ta pieces an’ Ah don’t think Ah have enough time to regroup with mah colleagues.” She paused for a moment, looking up at us before continuing “Ah was supposed t’ get Applejack an’ her friends out of the town just as the Changelings attacked an’ meet up with Zecora. A-Ah don’t know what she was plannin’ ta do after that, though.”

“You mean ta tell me that Zecora’s not really Zecora too?!” Applejack exclaimed rather loudly, drawing attention from some of the closer equines. Applebloom motioned for her to quiet down.

“No, no, no. Zecora’s not a controller. Trust me. She just understood what the movement is tryin’ t’ accomplish an’ wanted t’ help.”

“An she never came an’ told anypony about it?”

“Who would have believed her? Besides, the rest of the invasion force would have heard if she’s tried.” Applebloom shuffled a hoof along the floor. “‘Sides, by the time she believed me nearly half the town was infested. She’d have been captured an’ Ah’d have been found out.”

Before any of us could ask another question a white blur came shooting past us. Applebloom gave a shriek of terror as she was pinned to the ground by a large male equine, snarling and glaring at her. “Yeerk!” he snarled angrily.

Marco shouted, still in his bat morph. He quickly flew over and began circling around the two equines.

I glanced around, noting that most of the other equines were now staring in our direction. A few curious ones were timidly stepping forward. I turned back towards the equine and the controller in time to see Applejack kick the attacker off. He flew into the wall and what I can only describe as a green glowing cocoon made of fire seemed to surround him. For a moment he appeared as a Changeling, with their black carapace and hole-riddled legs, before shaking his head and reforming his disguise.

“Yer a Changeling?”

Prince Jake asked angrily.

Marco protested.

Cassie said.

Dread welling up within me I looked back towards the crowd. The crowd of ponies was locked onto us with looks of shock and horror overtaking their faces.

Prince Jake began, but was swiftly cut off.

“The Changelings are here!”

“They’ve found us again!”

“How do I know you’re not a Changeling?!”

“I’m getting out of here!”

The equines began charging for the archway, sounding much like a distant thunderstorm rolling in.

Marco said.

Chapter 31

Chapter 31

Twilight

It was hard to contain my excitement as I watched the balloon slowly inflate. The stabilizer nodes were old, but they seemed to be holding a charge regardless. Still, I was uncertain if they’d be able to hold up the entire time and I couldn’t always be the one to recharge them. It was a simple spell to perform so I decided to go see if any other unicorns with us were up to the task of keeping them in good working order. I figured the balloon would be fine inflating on its own in the short time I would be gone, so I left and quickly trotted through the passageway.

When I returned I noticed the area was full of ponies all milling together. I was a little surprised at how quickly Prince Jake and the others managed to get everypony in here, though I suppose, being royalty, the Prince knew how to organize a large number of ponies. I easily found Rarity and Fluttershy huddling together, both with distraught looks yet doing their best to comfort the other. Even Angel Bunny was trying his best to assist, though with little success.

I walked over to them while weaving my way around other ponies. Angel Bunny was the first to notice my approach and notified Fluttershy. She didn’t notice his efforts at first, causing the little rabbit to cross his paws in annoyance and try again more forcefully. When that didn’t work, he hopped onto her back and gently shifted her head in my direction.

“Oh, Twilight. I’m sorry, I didn’t notice you were there,” Fluttershy said softly.

“It’s fine, Fluttershy. I didn’t mean to interrupt you two.” I took a moment to examine Rarity; her mascara was beginning to run, though she was taking pains to wipe it away before it became too noticeable. She was slouching ever-so-slightly and kept looking off into the distance. Fluttershy wasn’t much better off, the way she kept sneaking glances around in wide-eyed terror. I guessed she must have been worried about any more Changelings sneaking about.

“I’m...I’m sorry,” Rarity began. “I didn’t mean to cause such a spectacle.”

I shook my head slowly. “It’s fine, Rarity. Completely understandable.” I was about to continue when Spike came running up, clutching a bundle of leaves.

“I couldn’t find any tissues for you, Rarity, but these leaves are nice and soft. They should work,” Spike said, holding his collection up to Rarity. She gave him an appreciative smile before levitating a couple and dabbled her eyes.

“They’re perfect, Spike. Thank you.”

I was about to question Spike where he’d gotten the leaves — after all, the Everfree held such horrors as Poison Joke — when a ghastly shriek filled the room. I swung around towards the sound, instinctively readying a spell.

“The Changelings are here!”

“They’ve found us again!”

“Oh no...” I muttered under my breath, spying several ponies with panicked expressions all converged around a white unicorn stallion. He had a look of disgust and hatred in his eyes, which were focused not on the crowd, but at a cowering Applebloom.

a female voice shouted — Rachel, if I remember correctly.

“No, really?” I muttered again as everypony began running around in a blind panic. Fluttershy and Rarity just stood in place, watching the chaos unfold. “Oh, we don’t have time for this!” I shouted as I formed a spellshield around the building just in time to stop anypony from leaving. I felt an odd pushing sensation as a few ponies bounced off it but shook off the peculiar feeling. Of course, this only served to worry them even further.

“Everypony shut up!” Spike shouted, his voice carrying further than I expected. On cue the panicked crowd froze and turned towards him. “Ok, now maybe we can get some answers.” He then shifted his gaze towards me and silently signaled me to continue.

“Listen, I know a lot of things seem particularly bad right now, but I can say that everypony here is perfectly trustworthy. Including the Changeling.”

“What?” a white unicorn with large purple glasses that obscured her eyes cried. “After what they did to Ponyville you expect us to trust one?!”

Marco said flatly.

Not helping, I thought to myself. “Yes, recent events don’t really portray this situation in a positive light, but please listen to me on this one.” I inhaled deeply and collected my thoughts. "The Changelings are not the biggest threat we need to worry about right now. In fact, we may need their help.“

“Worse than the Changelings?!" the white unicorn cried. "Well, they picked a wonderful time to invade, then."

“Of course it wonderful time,” the Changeling said. “Yeerks planned for very long time. Make sure plan is foolproof.”

I heard a few concerned mumbles from the group.

"I've never heard of Yeerks."

"How does Twilight know about them?"

"Prince Jake doesn't look like any animal I've ever heard of. Is he a Yeerk?"

Everypony turned towards Cassie, who had fluttered over and landed on the Changeling's back.

"I've been to many distant lands," a black pegasus with a thunderstorm cutie mark said, stepping forward. "And I can say I've never met anything that can shapeshift as drastically as you."

Prince Jake said matter-of-factly.

The room went eerily silent for a long while, everypony just standing there taking in what Prince Jake had said. The silence was suddenly broken by a gust of wind and a loud booming voice filling the room.

“I almost believe this is a joke. What is wrong with you pony folk?”

Everypony turned to look at the entrance, and at the very familiar zebra now standing in the passageway. Unperturbed by the attention, Zecora continued, “Ponyville's overrun, Changelings fly far and near. And yet all you ponies do is argue in here. Twilight has never steered you wrong before; her faith in this Changeling makes me trust him all the more.” At this she walked over to the Changeling and stood in front of him defensively.

The crowd mumbled and shuffled their hooves, nopony willing to speak up at the moment. It was then that I remembered what I’d come up to do. “Everypony, there’s a ship just down those stairways that we can use to get out of here.” I gestured to the pathway behind me.” I looked it over myself and it seems to be in perfect working condition.”

“Really?” somepony asked from the crowd, who all looked at me with hopeful faces. I nodded back to them and they all began to head eagerly towards the stairs. I was suddenly aware of a weight on my back and turned to see a bat resting.

Prince Jake said. I nodded in return and he turned towards Zecora and the Changeling.

“Oh, right. Zecora, could I see you real quick?”

“Making sure I’m not some trick?” she asked cryptically as she walked over. I smiled at her as I lowered my horn to her head and quickly cast my Scan spell. I nodded gently as I backed away from her.

“She’s not a controller,” I said to Prince Jake.

“Oh, right, forgive me your highness. This is Zecora. Zecora, this is Prince Jake.”

“Many a pony I’ve known you to chat, but I never thought I’d see you converse with a bat.”

Prince Jake said dryly.

“A bat who can speak in the local tongue! Fluttershy would love to talk with you one on one.”

Marco asked, flying over and landing on me as well.

“I’ve never thought about it, but yes,” I replied after a moment’s reflection.

Prince Jake asked again.

“I was aware of the impending invasion thanks to Applebloom, but I was not aware it had happened so soon. I managed to evade capture by retreating to the Everfree, though I feared for the safety of each and every pony. I knew I could not return to my hut, I had a horrible sensation deep in my gut. I found some tracks laid by you when you had fled, and followed them here in your stead. I was waiting outside for quite a while, unsure of what hid behind a friendly smile.”

Marco whispered. I smiled and hid my face behind a hoof as I giggled. After a moment I cleared my throat and turned back towards Prince Jake.

“Prince Jake, I may need your help keeping the balloon in working order. It’s a simple enough spell.” I thought for a moment. “Marco could probably help as well.”

I nodded and looked at Zecora. “You’re welcome to join us, Zecora.”

“I would prefer it to being stranded here. There is a great battle fast approaching, I fear,” Zecora said and headed for the passageway. I looked around the hall, empty now except for myself, Prince Jake and his followers, the Changeling, and Applejack and Applebloom.

“Why are you still here, Applejack?”

“Ah’m not so sure trustin’ this Changeling is such a good idea, Twi. He attacked Applebloom without a moment’s hesitation.”

“I attack Yeerk!” he said defensively. “You said nothing about Yeerk being here!”

“We didn’t plan on it, I’m sorry for it,” I said before turning back to Applejack. “I understand your concern, but we need him to get us through the Changeling Hive. Besides, we all thought the same way about Zecora.” Applejack hid her face under her hat at the memory; I guess she was still embarrassed about the whole affair.

Prince Jake cut in. I nodded in agreement and led the way down.

“Alright, Ax, you ready for this?”

He had changed into Pinkie again and was looking over the balloon one last time, popping up on top and on the sides in that way only Pinkie knows how to do.

“Andalite weird.” I looked at the Changeling beside me, still in his white unicorn disguise. I laughed and smiled at him.

“No, that’s all Pinkie right now.” He gave me a skeptical look but didn’t say anything.

“Alright, the balloon looks ready to go!” Ax shouted, popping up between me and the Changeling. The Changeling gave a strangled cry of alarm and leapt back.

I smiled and headed to the control room with the Changeling and Ax following me. “Prince Jake, Marco, we’re good to go!” I called to them upon entering. The two of them turned to me and carefully lowered the dead power crystals I’d given them to practice on.

“Ok, so remind me what we need to do exactly?” Marco asked.

“We’ll each take turns checking on the stabilizer nodes and recharging them as necessary. I’ll show you the spell you’ll need to cast when one of them runs out. Ax will head down to the engine room to keep everything in working order.”

“Okie-dokie-loki!”

“Wait, who’s going to pilot the ship?” Prince Jake asked. “I doubt I could do it with either my telekinesis or hooves, and I can’t take the risk of demorphing and having any of the ponies walking in on me.”

Before any of us could continue a bright multi-coloured blur shot into the room. “Hey everypony, what’s going on in here?”

“We’re just going over who will fly the ship, Rainbow,” I replied. No sooner had I finished speaking did she push her face up to mine.

“Oh, Twilight! Ya gotta let me fly it! Please please please please!”

“Exactly what qualification do you have to pilot this vessel?” Ax asked.

“I’m the best flyer in Equestria! There’s nopony else on board more able than me!”

“Just because you can fly better doesn’t mean you are capable...able. Cape-able.”

“It does make sense, though. I don’t think Rarity would be willing to touch anything in here, Fluttershy is helping to keep everypony calm, and I think Pinkie is planning a party in the cargo hold,” I said slowly. “Either Rainbow or the Changeling are the only ones who don’t have anything to do.”

“Well, the Changeling's needed to navigate us to the hive, so really only she has nothing,” Prince Jake added.

“Am I the only one who feels a bit odd about just calling this guy ‘Changeling’?” Marco complained. “I don’t call you ‘Unicorn’, or you ‘rainbow-mane’, or you ‘Andalite-in-disguise’.”

“I identify,” the Changeling said in a bored manner. “I already tell you.”

“You told us a serial code. That’s not much for us to work with.” Marco scrunched up his forehead in thought. “Hmm, serial, like a brand. On one hand it works, since you tend to talk very blandly about yourself, but I’m not sure...” Suddenly his eyes lit up and he shouted “IDEEEAAA! Illusion, because you can mimic the appearance of anypony you choose.” He paused and looked around the room. “What? Why’s everyone staring at me?”

Both Prince Jake and Rainbow burst out laughing, and I soon found myself laughing with them. After a few minutes Prince Jake calmed down enough to say “Ok, ok. Illusion. I like that. Any objections?”

“If it make you happy, then no,” Illusion said. I thought I even saw him smile a little, though he quickly turned away from me.

“Good, now everyone, to your places,” Rainbow Dash said before gripping the ship’s helm tightly with her hooves. Ax gleefully bounced out of the room, headed to the engines. After a few tense moments the ship lurched forward, sending all of us except Rainbow crashing to the floor. I unsteadily got to my hooves and hurried outside, looking over the edge. I giggled excitedly at the sight of the ground pulling away from us.

We’re on our way.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 32

Chapter 32

Marco

You know, I’ve seen and done some downright strange things in my life. I’m best friends with an alien centaur thing. I can become all manner of animals with little more than thought and concentration. I’ve brushed paths with omnipotent beings, seen a race of androids, and yet I still can’t get a date despite my dashing good looks, wit and charm.

So believe me when I say that something is weird, it is almost certainly a hundred times weirder than anything you could ever think up. And trust me, walking around a giant wooden airship being held up by a massive balloon while disguised as a white unicorn among all sorts of talking horses, other unicorns, and pegasi? That is weird.

Of course, it wasn’t exactly my choice to be walking around at this time of night. Jake, Twilight, and Rarity were all sleeping and it was my job to make sure the balloon was ‘protected’ or something. To be honest, I wasn’t really listening to Twilight’s long-winded explanation of why we had to charge these nodes or whatever they’re called. I just did what I was told to do to keep us from falling out of the sky.

I walked up to the base of the balloon and looked at the closest sensor node. I remember Twilight had said these things could hold for about a day before needing to be refilled. If that’s so we should have gotten a refund because these ones were dying after only a couple of hours. I concentrated on the node in front of me and watched as a light blue aura formed over it and my horn. After that I began casting the recharging spell.

I don’t think I can ever properly describe what it’s like to cast a spell; despite Ax’s insistence that ‘magic’ doesn’t exist, I really can’t think of any other word to make sense of what I could do. The telekinetic levitation that Twilight first taught us is comparatively easy, and much more believable even for Ax. Considering that we can turn into animals and communicate telepathically, telekinesis doesn’t seem that far-fetched anymore. It was a little like imagining a giant invisible hand manipulating whatever you concentrated on, or at least that’s how I envisioned it. Charging this node, however...

I think the best way to describe it is to imagine a canal. Imagine all the floodgates that keep the water in. Now imagine one is suddenly opened, what happens? Water comes rushing out into the other side. That’s the closest thing I can use to describe what this spell felt like, only instead of water it was...something else. A feeling of some kind, almost like my idea for filling the sensor was being sent through my horn and into it - if that even makes the least bit of sense. Ax still thought that the whole thing was psychological and we weren’t actually doing anything. All the same, he didn’t feel like testing his theory while we were in mid-flight.

After a few moments I broke my concentration with the node. I felt a little woozy after the whole thing, probably due to the sudden drop in my ‘magic’ levels. The effects were almost like when you have blood drawn; you feel a little exhausted and don’t really want to move all that much. I wondered if that meant there were any magic replenishing drinks or foods like in video games.

“Hey there, you ok?”

I spun around quickly, caught off guard by whomever had managed to sneak up on me. This only served to make me dizzy and lightheaded on top of my exhaustion and I faltered for a moment, trying to keep my balance. After a moment my head cleared a bit and I was able to make out the basic shape of an aquamarine pony standing not too far away. And judging by the voice it was most likely female.

“How much magic did you put into there?” she asked before coming over and helping to steady me.

“I’m not too sure. How do I measure quantity?”

“You know, I’m not too sure myself. They probably taught us somewhere in magic school, but who remembers all those things anyway?” She paused for a moment. “Well, Twilight might, now that I think about it.”

“I like the way you think.”

“Thanks, I think,” she said before looking closely at me. “You’re one of the members of Prince Jake’s entourage, aren’t you?”

I stifled a laugh at that thought and took a moment to compose myself. “Yes, I suppose you could say that.”

Her face seemed to light up when I finished. “Cool. Hey, you think it’d be alright if I could ask you a few things?”

“Uh, I guess you could, unless Jak- er, unless Prince Jake told me not to talk about it.” I glanced around the otherwise-empty deck and cleared my throat. “Royal decree and such. You understand.”

“Yep,” she brought a hoof to her chin and considered for a few seconds. “Back at Fluttershy’s cottage, was that Prince Jake’s actual form?”

I turned away from the unicorn, staring out over the edge of the ship. “We don’t usually reveal that information. The less you know, the safer we are. And, ultimately, the safer you are in return.”

“I take it that’s because of the Yeerks?” I nodded. “Ok, I was just curious since he looks like humans do in my mythology books.”

I choked on my next breath, feeling my eyes widen in shock. “What did you say?” I managed to say after a moment. Thankfully I was still facing away from her, but I couldn’t keep my voice from wavering.

“Humans. They’re this mythological species of ape that was said to be really intelligent and could build things without the aid of magic at all.” Her voice was practically overflowing with enthusiasm.

“Interesting...and you said these things were mythical, right?”

“Yeah, at least that’s what most think. But I think there’s some truth to the myths. I mean, there are lots of creatures on Equestria without magic. Why couldn’t one evolve to the level of intelligence humans were said to possess?”

“Wouldn’t you think that such a creature would have been discovered by now if it existed?”

“Maybe. But if it had the intelligence that legend says, maybe it knows how to hide, even from Princess Celestia herself.” She gave a slight sly giggle. “Maybe by...being able to transform at will?”

I could feel sweat beginning to bead down my forehead and gave a shake of my head. “T-that’s utter nonsense. Humans are just myth and folklore. Prince Jake’s uncanny resemblance is little more than a coincidence.”

“Where exactly is your homeland?” she inquired.

“In a galaxy far, far away.” She looked at me in complete confusion and I gave a sigh. “You remember that giant fireball that flew over your town a few days ago?” The unicorn nodded and I continued, “Well, it wasn’t a fireball. Well, technically, it was, but that’s only because the air around it caught fire because it was travelling at supersonic speeds. Anyways, it was our spaceship that crashed.” I walked over to the edge of the ship and pointed a hoof at the sky. “My home is out there, somewhere.”

The unicorn stared at the sky for a long while. “The same as the Yeerks, right?”

“No, they came from someplace even further than us.”

There was a long silence again before she spoke. “Must be rough, being away from your friends and family like this.” She sighed, casting her gaze onto the ground far below. “Do you think we’ll be able to go back to Ponyville someday?”

“If the six of us have been able to live this long against the Yeerks, anything’s possible!” I said encouragingly, but she just kept staring down.

Now, I’m not the most comforting of individuals. When tough situations happen I tend to lose connection with my feelings and focus solely on the objectives. So this situation right now would probably be something Cassie would be better qualified to handle than me. And yet, strangely, I found myself wrapping a hoof around the unicorn and embracing her closely. She was surprised at first but soon returned the gesture.

After a short while she yawned noisily and smiled slightly. “I guess I should get some sleep.” I gave a slight nod and released her. “Thanks for everything. I just needed somepony to talk to. Do you mind if we can talk again?”

I was caught slightly off-guard, but smiled and nodded. “Sure, I don’t mind.” She turned and began walking towards the rear of the ship when I called out “Hey, wait! I don’t even know your name.”

The unicorn paused and turned back to me, a slight smile on her face. “Lyra. Lyra Heartstrings.”

I nodded. “Lyra. I’ll remember that. My name’s Marco.”Lyra smiled wider and gave a wave with her hoof before heading below deck. Alone again, I turned my gaze to the sky, deep in thought.

...What just happened?

Not long after Lyra headed below deck I decided to check up on the others. That, and my shift was almost over, which meant I could finally get some sleep of my own. The gang, plus Twilight and her friends, had taken the Captain’s Quarters as our safe-zone. It was also a good way to ensure that none of the other horses on board would walk in on us while we were demorphed.

When I walked in, though, the room was bathed in a strange purple light. I had to blink and look away from it, stunned momentarily by the sharp contrast.

“Good job, Your Highness!” Twilight’s enthusiasm, and her voice, was unmistakable. “Now, try taking a step, and don’t forget to urge the spell to keep with you.” My eyes had finally adjusted to the light and I looked around. Jake and Twilight stood in the middle of the room, but what was surprising were the bizarre translucent purple bubbles around each of them.

“How can you stand to keep this thing up?” Jake asked, his voice strained. “I feel like I’m trying to keep a roof on my horn.”

“That’s because you’re sustaining the spell while also trying to move the shield, and because we’re on a moving vehicle. It’d be easier both if you weren’t trying to walk and we were on the ground.” Twilight sounded every bit like a professor. “It’s easiest if you cast the spell on an inanimate object like a house or a rock or something, but that wouldn’t protect you all that much.”

Jake gave a groan and he toppled over, the bubble fading away as he did. Twilight’s own bubble burst as she ran over and caught Jake before he hit the floor. After a moment he stood on his own hooves and shook his head.

“That’s what happens when your magic is exhausted.” Twilight brought a hoof to her mouth in thought for a moment. “Which is strange. If you can copy me, why don’t you have my range of spells already learned or at least my large magic reserve?”

“We’ve sort of been wondering that as well,” Jake replied. “I’m still trying to figure everything out, but I think it has to do with this magic.”

“Well, you said there’s no magic where you’re from, right? Except this strange copying power you have.” Jake nodded and Twilight continued, “What if you’re magic-resistant? There are species on Equestria which have been known to feed on emotions. It’s not a stretch to assume there may be creatures that feed on magic, or are even immune to it entirely. Your magical reserves are so low because your natural tendency to resist magic is at odds with your current form.”

“That’s a pretty good theory,” I said. “Only, if that’s the case, why is it that Ax — whose race is the most anti-supernatural group in the galaxy — be constantly acting more and more like Pinkie Pie?”

Both Twilight and Jake started and swung around to look at me, completely surprised by my appearance. “Oh, Sir Marco,” Twilight began, “finished with your shift already?”

“Yeah. It’s a rather calm night out.” I glanced at Jake for a moment. “What’re you two doing up so late?”

“Oh, I thought it might be a good idea to see what else a unicorn can do besides lift things,” Jake explained.

“And how’s that going? Learned anything of use?”

“Well, Prince Jake’s still a beginner when it comes to magical practice, but he almost made a spell shield,” Twilight said.

“I noticed, and it seemed he burst his own bubble.”

“Interesting comment, Marco, because I was just about to ask you to try a hoof at this spell as well,” Twilight said with a grin.

“I thought Rarity wasn’t as skilled as you in magic,” I replied “Can she even perform these spells?”

“Well, it’s true that her specialty isn’t magic, like mine is, but as we’ve seen with Prince Jake your copies of us are based more on your personalities than ours. So it’s possible that you could learn more advanced spells easier than she would, or maybe you could even learn different spells entirely.”

I shook my head. “It’s a nice idea, but I don’t think I can right now. Still feeling a little drained from charging those nodes.” I feigned a yawn and headed for the nearest unoccupied cabin. It wasn’t the Four Seasons, mind you, just a simple bunk and bedside table. I gotta hand it to these ponies, they’re really good at keeping things from going to ruin. Despite being over a thousand years old the room didn’t seem the least bit out of place or spoiled. That was until I spotted the window, which simply had the most appalling crack running down its center. This alone was enough to ruin the atmosphere entirely. I could scarcely believe that Prince Jake would ever insist I sleep in a horrid place such as this.

Wait, since when did I care about aesthetics or appearances?

I closed the door and swiftly demorphed, shaking my head as soon as I was human again. “Man, Marco, this place is starting to get to you...”

I was rudely awoken the next morning by being thrown from my bed and crashing to the floor below. Well, thrown isn’t quite the right word. Launched would be more appropriate. I barely had time to think about the proper term before the entire room tilted and I slid along the floor, bashing my face into the wall. The entire room lurched again and I felt my stomach do the same. I laid there for a moment, dazed, as the room slowly leveled out and the nauseating turbulence stopped.

Once I was certain that nothing else terrible was going to happen I angrily stomped out of my cabin. “What the heck is going on here?!” I shouted to anyone bothering to listen.

“This is hardly the type of flying a lady should have to endure,” an equally-irate Rarity said as she walked into view; I decided to ignore both where she got the eye-mask and how she was walking around with it still on.

“That did not feel good,” Jake said, walking up to me with Twilight next to him. “Still, it seems to have stopped for the moment. Were we under attack?”

“I don’t think so,” a soft voice noted. Fluttershy, naturally. “I didn’t feel any lateral vibrations, ruling out the possibility of something hitting us from the side. It was all vertical drops, like when a pegasus gets a wing cramp.”

Ax asked, also stepping into the hall.

“I doubt it,” Twilight pointed out. “If the engine stopped completely we’d have crashed by now.”

“Then maybe Rainbow fell asleep at the wheel,” Rachel said.

“I don’t want to leave anything to chance,” Jake said. “Rachel, you, Fluttershy, and Rarity go check on Rainbow. Ax, Twilight, Marco, you go check on the engine. And if any of you see Tobias, ask him if he’s seen anything that might pose a problem to us.”

“What are you going to do?” I asked, crossing my arms.

“I’m going to see if any of our passengers were injured, and I may be needed to calm them down.”

Now that everyone had their instructions Jake, Ax, Rachel and I began morphing ponies. I did my best to tune out Rarity’s horrified groans.

“Is it entirely impossible for you to keep your mane styled? I am getting tired of always fixing it,” Rarity declared, walking up to me with a hairbrush floating beside her. I tried to back away as quickly as possible but she was faster. Before I’d even risen my hoof fully my tail was caught in a blue aura and I dragged over to Rarity. She then brought the brush down and began running it along my mane, muttering “How do you get tangles so quickly?” Behind me I could hear Rachel snickering. God, save the Yeerks some trouble and just kill me now, please?

Annoyingly, the others waited for Rarity to make my mane ‘reasonably brushed;’ I bolted for the door as soon as she turned to grab another comb or brush or whatever. Behind me I could hear Twilight laughing as she and Ax ran to catch up with me. Normally I’m pretty resilient when it comes to jokes and insults, but this was really beginning to get to me.

There were a few confused and scared ponies on the deck, but I ignored them as I headed for the engine room. Twilight, however, stopped to talk with them briefly, while Ax — and I’m not kidding here — pulled a balloon out of nowhere, sucked down the helium then proceeded to talk in a high-pitched voice until everyone laughed.

I shook my head and continued on to the engine room, trying to put the oddity of Ax’s behaviour out of my mind. It took them awhile but he and Twilight soon caught up with me and we headed into the bowels of the ship. In there was what looked like some large and altered version of a basic steam engine with a glowing crystal contained on top of it. Twilight immediately rushed over to the crystal and inspected it.

“...this isn’t good,” she whispered softly. “I knew it was old, but to think...” Her voice trailed off, muttering to herself. I waited for a few minutes before speaking up.

“Uh, Twilight? Not all of us understand this crystal you’re so worked up about, darling.”

“I had thought the crystal would be able to power the ship for at least three to four days, but it seems we have closer to one, maybe two if we conserve our power,” she replied.

“Lightening our load would certainly make it easier to conserve energy,” Ax pointed out. “Which we should be doing within the hour, if Rainbow kept us on course.”

“Wait, why can’t you just charge the crystal again? Ax says that’s how you did it the first time,” I asked.

“That probably won’t be the best idea,” Twilight said slowly. “The handle broke off when we started the engine, which closed the circuit and locked the crystal chamber. We can’t get the crystal out without shutting off the engine, and if we do that I doubt we can get the engine started again.” She paused, staring at the crystal for a moment longer. “And this chamber is made of a material designed to contain all magic within and repel any that tries to enter. That way the crystal wouldn’t overload. It also means, unfortunately, that I cannot recharge the crystal while it’s plugged in.”

“OK, is it possible to manually lift the case off?” I asked.

Twilight shook her head. “It’s sealed to prevent any chance of the crystal being dislodged midflight.”

“Perhaps it would be prudent to check the connections between the engine and the drive shaft,” Ax said casually after a moment of silence. “While they may have been designed to withstand various anomalies that occur during flight, they may have deteriorated along with the crystal.”

Again Twilight shook her head and gestured next to the casing. Firmly securing it down were a series of rods and gears all tightly welded and fitted into both engine and case. Even as I stood there they turned and spun and rotated in near-silence.

“Yeah...that’s not going anywhere anytime soon, Ax man.”

“You two go check up on Prince Jake. I’ll stay here and make sure everything else is in working condition,” Twilight said with a wave of her hoof. I shrugged, a little put out that she would send me off like that, and headed back above deck. Ax quickly skipped along and I think was trying to explain something to me but at the rate he was going at I couldn’t make a single word out.

When we finally reached the deck I headed straight for the stern and peered over the edge. I was just interested in taking a look at the fins or rudders or whatever they’re called that were helping us move, but a town not too far from us caught my attention instead.

Now, to call this place a town would be rather generous of me, though. The ‘town’ was small, and all of the buildings were bland in their designs. Colour-wise they were a mixture of greys and pale blue, with an almost western theme to the construction. Yet in the distance I was able to spot a small patch of vivid colours; the unusualness of it and oddity somehow drew your eye towards it inexorably. It looked like an orchard, though not the same one as Applejack’s. The trees were all coloured bright pink; an odd choice but at least it offset the rest of the settlement.

“No Yeerks here?”

Startled, I spun my head around towards the voice and was met by Illusion, still in his unicorn disguise. His eyes were locked onto the approaching settlement with trepidation.

“I certainly hope not. Applebloom says there aren’t many in Dodge because it isn’t that important strategically.”

“You trust Yeerk? I think you not smart.”

“I know we’re not smart — what with the near-suicidal trend for our day to day lives — but it was the best option available,” I replied, my tone just slightly haughty.

“Yeerks liers. Yeerks deceivers.”

“Funny. From what Twilight tells me, you Changelings are exactly the same.”

“We not same!” he shouted defensively. “We only hurt for food. Yeerks worse. Yeerks take and take, leave nothing unharmed. They no need others to eat. They not care about others. They not care about Hive!”

“Sure they do,” I said casually. “Just not your Hive. They care about themselves and nothing else.”

Illusion straightened his posture. “Yeerks no care about themselves. Yeerks competitive. Yeerk Vissers willing to do anything for power. Also, Yeerks talk of one Visser killing many Yeerks. Never good reason for, he just kills.”

“Yeah, he is a little overly dramatic.”

Illusion turned to look at me, his expression curiously thoughtful. “Changelings protect other Changelings. We care for injured and sick. Not like Yeerk at all.”

As I was thinking of something to add I felt the ship slow down ever so slightly. Gradually it continued to slow and we began descended.

Ax said in open thought speak.

I sighed and shook my head. “I have got to teach that boy how to properly joke.”

I walked towards the center of the main deck with Illusion following. Ponies were already beginning to gather expectantly, with those closest to the edge of the ship peering over to get a glimpse at the town. Rather fittingly, curious locals from the town were wandering over and pointing up at us.

“Alright, everypony listen up!” Twilight’s voice rang loud and clear, almost as if she were standing right beside me. I looked around and finally spotted her outside the helm, her horn glowing softly. “Myself and the Prince are going to hold up the loading ramps so everypony can disembark. I’ve drawn up a list of all your names that should allow everypony to get off safely, quickly and orderly.”

“She made a list for telling people to get off a ship?” I asked out loud. Illusion looked at me and nodded slowly.

“Like I say, you all weird.”

Odd though it may have been, the horses all nodded and quickly filed off as Twilight called their names. Even funnier, even the pegasi waited until their name was called and they calmly walked down the ramp. Lyra paused and waved at me before she headed down and I waved back. Soon it was just us, Twilight and her friends, Applejack’s family, and Illusion.

“Ax just finished telling me about our engine problem,” Jake said. “You think we have enough power to get to the Hive?”

“Yes, I do,” Twilight replied. “Though I’m a little more concerned about the getting back part. I was theorizing that if you, me, Rarity and Marco focus the majority of our energy on moving the ship we could make it towards the Hive in a couple of hours. The problem, though, is that we’d be reduced to less than thirty percent of our remaining magic reserves.”

“What if only two unicorns were focusing on moving the ship?” Jake asked.

Twilight pondered for a moment. “It’d take us longer, maybe closer to a full day to get to the edge of the Badlands. Also, there’s no guarantee that this method would save us more reserve energy.”

Jake nodded. “Alright, then. Me and Marco can handle it ourselves.”

“Are you crazy? No offence, but two beginners like you cannot focus your magic for so long without the potential for serious mental and physical health risk!”

“Illusion can help us, then,” Jake retorted.

“Ah gotta side with Twi here, yer Majesty,” Applejack cut in. “Ah know ya think ya can handle it yerself, but don’cha think it’d be wise to let her help?”

“Hard to help if she’s not here.” Jake set his jaw. “We go alone from this point on.”

“Oh no, we’re not leaving you guys alone now!” Rainbow said with a glare.

Jake looked at Rainbow’s injured wing. “This is too risky. We all saw how well you six performed in the Pool. What makes you think this’ll be any easier? If anything it’ll be worse because they know we’re here.”

“Well, Ah’d say there’s safety in numbers then.”

“Yeah, and far as I know none of you shapeshifters knows how to fly this thing!”

“The design is not so different from most Earth naval craft,” Ax said. “I should be able to learn the mechanisms easily enough. Mecha. Meh-meh-meh-ka.”

“Whether you can pilot the ship or not isn’t important,” Twilight said. “The important thing is this; like it or not you guys need us. We’ve been here longer that you have, so we know our ways around and how to deal with certain threats. Also, unlike you we don’t need to return to our normal forms every two hours. That means me and Rarity could propel the ship when you and Marco have to rest.” Twilight paused for a moment, motioning to her friends. “And if that’s not enough, we each represent the Elements of Harmony. We’ve dealt with a bunch of tough situations in the past. We’ve taken on an army of Changelings and won, we even went up against the spirit of chaos!” Twilight puffed out her chest. “Trust me. We’ll be your biggest allies in this fight.”

Jake looked like he was getting ready for round two, but then Cassie stepped forward. “I agree with Twilight, we’ve only seen the residential areas of this planet. Who knows what kind of animals or other dangers are out there, so we’d need all the support we can find.” She looked at the ponies and smiled.

“I’m with Cassie,” Rachel added. “We might know how to fight Yeerks but they know how to take on Changelings. Just seems like a stupid thing to toss away when we’re going right onto their doorstep.”

I felt all eyes on me and my ears flattened against my head of their own accord. “Why do I have to make the tie-breaker?” I muttered to myself. I took a look around the group, glancing from Jake, to Twilight, to a bouncing Ax, to Cassie. I inhaled deeply and spoke up, “Twilight and Cassie are right, Jake. They know this world better than we do.”

Jake sighed. “Alright, fine. Looks like I’ve been overruled.” He paused for a moment, looking at Applejack’s family. “Applebloom, you’re with us. The other two-”

“Granny Smith and Big Mac,” Twilight supplied.

“Right, them. They can stay here with the others.”

“Now hold on a sec,” the elderly pony, who I guess was Granny Smith, said. “Why does Applebloom have t’ go with you?”

“She ain’t going with them, Granny, she’s going with me.” Applejack said. “And y’all know I’d never let anythin’ happen t’ my little sister.” I noticed Applejack shoot a subtle distraught look to Applebloom, who flattened her ears in embarrassment.

“Now don’t you worry none, Granny,” Big Mac drawled. “Applejack and her friends can take care of Applebloom.” He looked at Applejack, who quickly nodded back and gave a hesitant smile.

Granny Smith nodded as well and soon she and Big Mac were making their way off the ship. Big Mac paused at the ramp and turned back to us. "Take care of yerself, alright Applejack? And watch Applebloom too."

"Ah will," Applejack replied stoically. With that, Big Mac gave a nod and continued down the ramp with Granny Smith. Once they were among the other passengers we all turned to one another.

“Not to sound worrisome or anything,” I began, breaking the uncomfortable silence that had descended, “but do any of us actually have a plan?”

The ship shifted slightly, and I only now noticed that Rainbow wasn’t with us and assumed that she was still at the helm. Another silence fell over the group, with everyone looking at everyone else with various degrees of concern.

Author's Note

Author's Note: Written by Samaru163 and Tricondon.

Chapter 33

Chapter 33

Illusion

I was looking over the edge of the ship. I’d never admit it to them, but these ponies had to be very smart to build something that could fly like this. Of course, there was no need for Changelings to build a flying machine since we all had wings to begin with, but one could still be awed all the same. As the purple unicorn had thought the joined magic of her and the Andalites were greatly assisting in our travel to the Hive.

The Hive. Once again I found myself wondering if this was right. Yes, I hated the Yeerks, but if these ones come to the Hive, they could do worse damage. I overheard the Yeerks talking a few times about the Andalites, how they kill both Yeerk and host without mercy. I heard of how, in the past, they unleashed deadly viruses to kill hosts so Yeerks could not claim them. Was this to be what awaited my Hive? Was I leading a worse threat to my home?

Yeerks have the queen. Without her nothing matters. Without her, Hive is not home.

And even if we do get rid of the Yeerks, what then? I’m leading outsiders to the Hive. I’ll be shunned, cast out. Abandoned.

I sighed in frustration. Doing nothing meant I would lose my home. Bringing help meant I would break all the laws of the Hive. Either way, I lose.

“Yo, Illy! Are we still headed the right way?” The voice of the cyan pony cut into my thoughts and I wearily trudged back to the helm.

“Yes? What is it?”

“We’re still on course, right? This old thing tends to bank to the left a little, like one of the fins is out of alignment.” She gripped the wheel in both hooves, using it to prop herself up and see over. Despite the danger I knew she knew we were flying towards, she had the look of pure joy on her face.

I looked forward, marking the positioning of several mountains and did a quick calculation in my head. “You too far right. Head towards Border Mountains. One on left that look like Queen’s horn.”

“Too far right, huh? Guess I’m overcompensating for the left-drag. Tsk, such a beginner’s mistake.” She fluttered her good wing in annoyance as the ship slowly righted itself. “Still, we’re making good time. Guess Twi and the Prince are working out well.” I said nothing, staring to look ahead when she reached over and nudged me. “Hey, it’s considered rude to ignore somepony like that.”

“I not ignore. I listen,” I said indignantly.

“But you didn’t say anything. You just kept quiet.”

“Why talk? You say what I know.” I continued staring out at the mountains. “Besides, drones not supposed to say more than needed. Drone supposed to work.”

“Geez, being a Changeling must suck then.”

“No. Drones very important,” I retorted. “Without drones, there is no Hive.”

“Yeah? What do you do then?”

“Repair, add to, and maintain Hive mostly. Also assist Soldiers in odd situations.”

“And you never need to talk to others? Or is everything you say always so industrial? ‘Need to shore up this tunnel here. I’ll provide rear support. East entrance collapsed’.” Her tone had become light and airy in what I assume was meant to be a joking manner.

“No. I still talk. Talk when repairs not needed.” I paused for a moment. “Like when ponies not working. You talk.”

“Yeah? What do you talk about?” She was clearly taunting me by this point.

“Talk about how Hive is maintaining. How food supply is. How weather fares.”

There was a long pause before she spoke again. “Do Changelings control the weather around your Hive?”

“No,” I said. As the pegasus was about to speak again something about the placement of the mountains caught my eye. “Slow down. We close!”

The pegasus slowed down and scanned the ground. “What’re you talking about? There’s nothing out there.”

“Hive near. I know. Mountains tell me. They look down on Hive, see?”

She stared out at the mountains. “No.”

“Faces of mountain watch the Hive when sun is near horizon,” I explained. “That how we know we close.”

“I just see rocks, but I guess you’d know better than me. Wanna go get the others?”

I gave a quick nod and left the injured pegasus for the lower levels of the ship. It was easy to find the purple unicorn and her Andalite doppelganger as they worked in the engine room. She looked up as I entered, concern written clearly on her face.

“What’s wrong? Why are we slowing down?”

“Hive in sight,” I replied. “We need prepare.”

“Alright,” the Prince said. “We’ll get the others and meet you up on deck.”

I lowered myself down on one knee and bowed to the prince with my nose nearly touching the ground, assuming the standard submissive pose my Queen preferred before the Yeerks came. Both he and the purple unicorn gave me odd looks. “By your leave, my Prince.” I waited the customary ten seconds for further orders, and with only silence I quickly stood and left.

It didn’t take long for the other Andalites and ponies to answer the prince’s call, and soon they had all gathered on the main deck to await instructions. During the time they got themselves organized I had my eyes locked on the Yeerk in the filly’s body. No part of me was able to realize why these ponies were keeping it with them. What’s more, they even defended it on several occasions. I unconsciously rubbed my side in remembrance of my most recent attempt on the filly.

“Alright,” the Prince said loudly, catching everyone’s attention. “Illusion says that we’re near the Hive. If anyone wants to bail, now’s the time.”

No one spoke, which I took to mean they had the utmost faith in their Prince’s judgment. It was rather unnerving how similar both ponies and Andalites deferred to their royalty like Changelings did.

“Alright then,” the Prince began. “With that out of the way we can go over the plan.”

“You’d better make it quick, Prince Jake,” the Andalite disguised as the pink pony said. “Our vessel is sure to be spotted within such close proximity to the Hive.”

“Agreed. Now, Illusion is going to have to guide us through the Hive itself—”

“Uh, guys,” the drake shouted. He was poised on the edge of the ship and staring out at the ground. “We’ve got trouble!”

Curious, I hurried over and peered over myself. Immediately I felt my hearts sink. Anywhere between twenty and thirty of my Changeling brothers were moving through the air towards our flying craft. Looking into each of their eyes I could not find the normal willingness to serve and protect the Hive. Instead I saw conquest and ambition flowing forth like when water burst through one of our weakened walls in the last violent storm.

“Oh geez! Rainbow, get back to the helm! Get us out of here!” the Prince shouted, turning towards the blue pegasus. His voice had scarcely died out when a horrific sound filled the air, like something metallic echoing off the mountain sides. Moments later a fireball flew between my enslaved brethren, scattering them in surprise. When it died away a majestic bird was hovering in its place. Its feathers were the colour of fire and the air around it was shimmering from the heat of its attack.

“Tobias?!” the Andalite disguised as the cyan pegasus cried.

“I say he should’ve gone for the gold and found himself a full-grown dragon,” the white unicorn next to me muttered.

“What do we do, Jake?” the Andalite disguised as the orange pony asked. I found it unusual that she didn’t use his title, but perhaps in battle one’s mind can become jumbled.

“We don’t have time to land. We keep them thinking we’re in the air.” The Prince ran to the side and shouted at the phoenix — or rather, the Andalite disguised as a phoenix. “Tobias, give us some cover!” He swung around, looking at each of us in turn. “Alright. Twilight, Marco, Rachel, Illusion, Applejack, and Ax. You’re with me. The rest of you, stay on board and keep them distracted.”

“Hold on there, pardner. Are you suggestin’ that we jump off this thing? While it’s still in the air?” The orange pony asked, baffled. “Ah ain’t exactly a pegasus you know.”

“Leave that to me,” the purple unicorn said. “I can protect us on the way down.”

“You thinking about that shield spell?” Prince Jake asked.

“No, something better,” she said while quickly leading our group to the edge of the ship. Looking over the side I could see we were still too far to land without injury. Well, I could always drop my disguise and fly, but I doubted I was strong enough to lift any of them. At least the ponies, since Andalites can just morph and fly down. I considered dropping my disguise and flying to safety, but I dismissed the idea as quickly as it came. As a drone I rarely have to fly; during the flight to Canterlot that I had made in our first attempt to take control I was among some of the scavengers and collector Changelings, the ones who were often sent out to collect food and building material. They were stronger fliers and helped me and some other drones in the long flight.

I briefly had time to wonder what sort of spell the Andalites were using to communicate telepathically when his voice returned.

His ‘voice’ had just barely faded when I was suddenly blinded by an intense light. I instinctively shut my eyes and buried my face in my hooves, but no sooner had I done that then something pushed me from behind and I felt the sickening sensation of free-fall.

I was terrified. I wanted to scream, but the rush of wind past my head stole any sound I tried to make. I was still blinded by whatever that Andalite had done so I couldn’t even see how close the ground was getting. I shut my eyes tightly — ignoring how useless the action was due to my blindness — and braced myself for the inevitable and sudden stop...

...only to have my stomach do even more flip-flops as I felt the curious tingle of magic wash over my body and my descent slowed. Not long after I felt solid ground beneath my hooves and the magic went away. My legs buckled and I collapsed to the ground, panting heavily and resisting the urge to vomit.

“That was awesome! Let’s never do it again.” The voice came from my right. I turned and blinked rapidly, my vision beginning to return, and soon could make out a white unicorn. An Andalite, if I recalled correctly.

“Andalite right,” I agreed. “Not jump again.”

Moments later I heard the sound of others landing on the earth around me, and soon all seven of us had gathered together in the ship’s shadow. Once they’d all shaken off the feeling of freefall I began leading them carefully along the ground, taking care not to alert the warriors above of our arrival.

“Um, Illusion? I’m noting a distinct lack of any Hive around here. All I see is flat empty ground,” one of the Andalites asked.

“Hive here. Hidden.” From up ahead I could see a shimmer in the air; it would be almost impossible to find unless you knew what to look for. Prince Jake ran up beside me and we walked through the barrier together. He gave a gasp and stopped in his tracks, gawking at the surroundings.

“Spell protects entrance from sky. Can’t see until close,” I explained, taking a moment to look into the hole in the ground that led to the Hive. I was nervous about leading outsiders any further, but I suppose from this point on I was in it all the way.

“Woah, was not expectin’ that.”

“Man, these Changelings are good at hiding.”

“Incredible! I wonder if it’s a static shield coupled with illusion magic, or maybe the Hive gives off residual energy...”

“Keep voices down. Guards stationed everywhere,” I explained. “Move fast and follow me.” Without waiting for a response I crouched low to the ground and took off as quickly as I could, disappearing down the hole and back into my Hive.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 34

Chapter 34

Twilight

I watched, still slightly stunned, as Illusion cautiously vanished into the gaping maw before us. The entrance to the Changeling Hive looked not unlike a giant mouth somepony had dug into the ground; I suspected it would be easily viewable from the sky, which would explain the peculiar shield spell surrounding it.

“C’mon, we gotta move!” Prince Jake’s voice cut into my thoughts as he quickly followed Illusion down, the others not far behind. I silently admonished myself for getting distracted and ran to catch up.

Slowly we made our way through a long, dark tunnel. I kept expecting a Changeling to drop from the ceiling at any moment, even though Illusion said that they were all preoccupied with the airship. As we continued I felt the ground begin to slope, meaning the tunnel was now leading us far underground. Eventually Illusion stopped and called us all forward. And when I heeded him I felt my eyes widen.

The tunnel opened up into a vast cavern, dimly lit by pale green crystals. Large pillars of black stone rose from floor to ceiling, supporting a jagged roof of stalactites. Surrounding the main chamber on all sides were dozens of smaller tunnels, from the walls, floor and ceiling. I recalled the attack they made on Canterlot not too long ago, how the Changelings seemed to stick to walls. Looking down I saw that the cavern was lined with various chasms and pitfalls that lead hundreds, maybe thousands of hooves below the earth - with only thin bridges made of stone to cross them. And everywhere, there were Changelings.

Changelings flying through the tunnel entrances, Changelings working on the pillars, Changelings curled up and sleeping in shallow carvings in the rock. There were even a few smaller groups scattered about, standing around and seemingly mingling. What’s more, I even spotted a few groups of humans standing around some of the light-giving crystals.

“Oh, perfect, we got Changelings and Controllers to worry about here...” Marco muttered under his breath.

“At least I don’t see any Hork-Bajir or Taxxons,” Prince Jake whispered.

“What are they doing here anyways?” I asked softly. Illusion bristled next to me, baring his teeth.

“Humans come with Yeerk. Take Hive. Call them ‘Master’,” Illusion whispered. “Many Changelings die fighting them. We no stand chance.”

“Speaking of lots of Changelings, any ideas as to how we’re going to get through here?” Marco asked.

“Walk through,” Illusion said simply.

“Maybe for you, but not all of us are Changelings here,” Rachel said. “I say we fight our way through.”

“In th’ middle of the Hive? Do ya think that’s such a hot idea?”

Illusion hissed under his breath. “Not fight! Hurt Changelings!” Self-consciously he glanced around. “I know. Come.” Without another word he pushed past me, back the way we came. Curiously, I followed him, with Prince Jake behind me.

Muttering to himself in what sounded like strange clicks, Illusion trailed a hoof along the walls of the tunnel. At first his hoof moved perfectly along it, but after a moment his hoof seemed to fall between the rocks by a few centimeters. He smiled to himself and ushered us over.

“Here. This wall weak. We break through to other side.”

“What’s on the other side? And how do you know this?” I asked, somewhat skeptical.

“Rain flood Hive. Weaken wall. I one drone to fix. Still not done because we attack Canterlot.”

“So it’s breakable, is it?” Rachel asked, an unmistakable edge of joy in her voice. “Great! I’ll smash through easy!”

Illusion ran between Rachel and the wall. “No! Make noise! Alert Hive!”

“Well if we can’t smash through, how do we get past?” Marco whined, sounding far more like Rarity than was comfortable for me.

“Well, if we can’t move the rocks, why not go through them?” I inquired. “I know a spell that can give solid objects the properties of a liquid.” Receiving blank stares from everypony, I continued. “We can walk through the rock.”

“Such a feat would carry great risk,” Ax said. “It requires heat to convert the physical state of matter from solid to-”

“Ax, we’re in a world of talking horses. I thought by now you would have figured to let some things go,” Marco cut in. He turned to me and smiled. “Whenever you’re ready, darling.”

After taking a moment to comprehend what I had just heard — and ultimately deciding to treat it the same way I do Pinkie — I focused on the weakened wall. My horn sparked with magic, which I directed at the rocks, and willed the molecules to move at a quicker pace from each other — but not enough that the rocks would become completely liquid. After a few seconds the stones began to waver like ripples in water.

“There, I think I did it,” I said through gritted teeth. “Go through, quickly!”

Illusion haltingly pressed a hoof against the wall, and pulled back in surprise as his hoof passed into the rock. Shutting his eyes tightly, he leapt at the wall and vanished from sight. I heard gasps of wonder from the others behind me.

“But such a thing is impossible...” Ax mumbled.

“We’ll fix physics later,” Prince Jake said. “Now go through already!” With a shove from behind both Ax and the Prince ran through the wall. Rachel rolled her eyes as she calmly followed them, with Marco and Applejack right behind her. With only myself left I quickly ran through.

It’s hard to precisely describe what walking through rock feels like. In many respects it was much like walking through wet clay, though not as smooth. I gasped for breath, a useless act due to the fact I was embedded in rock. Thankfully the rock wasn’t too deep, and the spell prevented me from asphyxiating, so we exited the other side fairly quickly and were greeted to a partially collapsed cavern. Water covered the floor and the air was thick with humidity.

“That was fun. Let’s never do it again,” Marco said with a groan.

“I agree. Not like that spell.” Illusion shook himself off like a dog, his disguise falling at the same time; were the situation not so dire, I might almost find it comical.

“Illusion, which of these walls do you think is the best to take out the Hive with?” Prince Jake inquired.

“None. Support walls for tunnel. Not Hive. Only crush self.” He paused, lost in thought, then screeched. “Wait, take out Hive?! No! Not destroy!”

“It’s the only way we can get the Yeerk’s attention away from Canterlot,” I added. Illusion turned to me with rage filled eyes and hissed.

“I agree to get you in Hive. Yes. I agree to help you drive out Yeerks. I not agree to harm Hive!” He spat those last two words as if they were a curse.

“Harm the Hive? Tsk tsk tsk, Drone three dash nine-three-seven, I thought you had more sense than that.” I felt my blood run cold as ten Changelings buzzed into view. One of them seemed to be wearing armour at first glance, but upon closer inspection I noted his carapace had grown into natural armour.

“We’re so glad you have returned at long last, though. And look, you brought prisoners. I suppose this will be an adequate apology for...”

He never finished whatever he was about to say since at that moment Rachel burst into the air, slamming her hooves into two of the Changelings. They fell to the ground and were still. From that point on pandemonium broke out. Rocks whizzed by my head, bathed in a familiar purple aura, but the Changelings they were aimed at deftly dodged. I leapt back, acting out of instinct, moments before one of them smashed into the ground where I’d stood seconds earlier.

It was so strange, the way things seemed to slow down during the fight, how disconnected I felt from everything. I grabbed a boulder from the ceiling with my magic and wrenched it down, swinging it around and smashing any Changeling that dared to get close. Somehow I knew which one was Illusion and didn’t hit him. I sensed, rather than saw, Prince Jake and Marco using their own magic to fight back.

Suddenly the cavern echoed with the sound of a rubber chicken squeaking, and the few remaining Changelings were thrown against the far wall amidst a barrage of confetti, streamers, and cake. I turned my head around to see Ax brandishing a large blue tan cannon made of interlocking blades. There were even fake eye-stalks coming off like a cross-sight. In the center of the wheels were the images of some metal rod with what looked like a dome mounted on its top.

“This makes zero sense! But I don’t care!” he cried exuberantly, firing the cannon a second time. This time the Changeling bearing down on him was pelted with dozens of tiny blue cubes.

I was so engrossed in the spectacle before me that I failed to notice the pair of hooves flying towards me until they collided with my side. I skidded across the floor before being splashed by the shallow water, courtesy of the same two hooves coming down next to my head. I was forced to look straight up at my attacker, the armoured Changeling.

“You’ll make a wonderful host, little unicorn,” he hissed, baring his fangs. His horn shone a sickly green and I felt this strange liquid start seeping out of the ground and begin to wrap around my hooves. Belatedly I remembered my own magic, but I had no sooner called up an appropriate spell when the armoured Changeling gave an agonizing screech and collapsed onto his side next to me.

“Purple pony alright?” Illusion said as he offered me a hoof. I took it gratefully and quickly got to my own hooves.

“Y-yeah, thanks,” I said awkwardly. I was a little ashamed I nearly got captured, really.

“Woo, that was fun!” Rachel gleefully said as she landed beside me. “Strength, flight, speed. I am loving this morph!”

Applejack chuckled. “Why, if Ah didn’t know any better Ah’d say yah were complimentin’ Rainbow Dash.”

“I don’t mean to worry anyone, but I almost certainly think that they know we’re here by now,” Marco cut in. “They found us far too easily besides,” he added, casting a wary eye at Illusion.

“I not trap!” he protested. “You help Hive! Get rid of Yeerks!”

“Which I suggest we get back to doing,” Prince Jake interjected, stepping between Illusion and Marco. “Illusion, lead the way. We need to get deeper in.”

Illusion glared at Marco for a moment before turning and quickly headed down a tunnel. The six of us were right behind him, moving as quickly and quietly as we could.

Eventually we found our way through a particularly long, single tracked passageway. In the end it opened up into a large room, hexagonal in shape and with a low ceiling. What’s more, the room seemed particularly devoid of any alternate passageways.

“This not right,” Illusion said, his wings buzzing in his confusion. “Why this room here? Why it no lead anywhere?”

“Something wrong?” I asked.

“All rooms lead elsewhere. This so we can repair and defend quickly,” he explained. “However, this room lead nowhere. Why it closed off?”

“Could they have changed the layout since you left?” Ax asked.

I was about to open my mouth to say something when a booming voice filled the room.

“Like a rat in a maze. Pity you didn’t find the cheese, though.” The room seemed to shimmer for a moment and the spell dissolved, revealing hundreds of Changelings. But what got my attention more than them was...

“Q-Queen Chrysalis!” Illusion shrieked, backing up a few steps and visibly shaking in fear. She gave him a toothy grin.

“I thought I made it quite clear. I prefer Visser Seven these days.”

Author's Note

Written by Samaru163 and Tricondon.

Chapter 35

Chapter 35

Jake

My mind was racing. Stupid. Stupid. Stupid. Of course there was going to be a trap, why did I think this was a good plan? I cast a quick gaze over the room. Changelings filled every wall in sight, with a few sticking to the ceiling as well. The air was full of more Changelings. The only space seemingly devoid of any was the floor, save for the Visser and Illusion. The Visser herself was eyeing each of us carefully, her mouth curved in a triumphant smile.

“Unless you have other Changeling defectors in your ranks, I’d wager that some of you are the renowned Andalite Bandits from Earth.” Her gaze fell on Twilight. “Andalite Bandits and the Element Bearers of Equestria. This is quite a nice surprise. Why, at this rate I’ll be on the Council of Thirteen in no time.”

“Seems more like yah need a lesson on modesty instead,” Applejack retorted. “Ah think only Rainbow Dash boasts more than you do.”

The Visser narrowed her eyes at Applejack. “I would hold my tongue if I were you, simpleton. Now hush and let the grown-ups talk.” I could just see Applejack gnashing her teeth out of the corner of my eye, but she wisely remained where she was.

“Now then, I suggest you all come quietly,” she said, mainly towards me and Twilight. “I do have a schedule to keep, and this is wasting precious time.” Just then, as she finished, a small buzzing sound filled the room. Looking towards the source I discovered that Visser Seven was buzzing her wings in a rapid and erratic manner. She seemed to notice as well, because she twitched her head in their direction and they stopped as suddenly as they began. I got the sense that something was amiss, yet I couldn’t put a finger on it.

“Ah!” Twilight shrieked. I swiveled my head towards her, but only got a glimpse of purple before a black-and-green blur pounced on my back from behind. The wind was knocked out of me, stealing my breath away and I crumpled to the ground beneath a few Changelings. A sadistic chuckle from Visser Seven caught my attention and I meekly peered up at her.

She nodded at the Changelings on top of us and — for lack of a better word — buzzed at them. I felt a sickening sensation of weightlessness and everything turned a sickly green; it took me a few moments to realize I was suspended in a Changeling’s telekinetic grip.

I raced through my options. I only knew about four spells; five if you counted charging the blimp, but I doubted that was useful at the moment. I tried struggling but only succeeded in making myself nauseous. I was about to yell for someone to do something, anything, out of desperation when Twilight gave an empowered shout.

“No! You’re not taking us anywhere!” she cried. I swiveled my head just in time to see her vanish from the Changeling’s grasp and appear in front of them, giving a very uncharacteristic snarl while her horn blazed with magic. Even at this distance I could still feel the energy oozing from her.

“Wha…? Get her!” Visser Seven shouted, momentarily shocked. The Changelings nearest Twilight leapt at her, buzzing and growling menacingly, but she retaliated by firing beams of magenta magic towards them. Those closest to her were hit dead on and fell like stones, but I noticed Twilight was beginning to slow in her time between shots. This allowed the Changelings in the rear to anticipate and evade the blasts intended for them. However, as they came within striking distance she suddenly veered away from the Changelings, releasing another volley of magic beams. The Changelings that were pinning all of us down then gave brief cries of alarm before being blasted away.

I fell to the ground and immediately scrambled to my hooves, ignoring the flash of pain that shot through my body. “Everyone fall back! Retreat!” I shouted, quickly turning and heading for the tunnel out.

TSEEEW!

I suddenly found myself laying on the ground, my left shoulder burning from the Dracon Beam shot. I raised my head to shout a warning, but my weakened voice was lost in the deafening buzzing that the Changelings were making. I could barely hear the others cry out as they were shot as well, but then their sounds were lost amongst the noise.

I don’t think you could ever understand how much pain you could be in when hit with a Dracon Beam, even on the lowest setting. From what Ax said, they molded their weapons after an Andalite weapon, but the Yeerks intended for theirs to inflict more pain. After all, why ruin a perfectly good host?

“Visser, we have a situation outside.” From the sound of the voice the controller was most likely human. “The auxiliary force of Changelings is nearly depleted.”

“Take the Andalites and ponies to the holding cells, and send a messenger to their comrades,” she replied. “We’ll see if ponies are more lenient than Andalites.” No sooner had she stopped talking then I felt the return of weightlessness and my stomach lurched as another Changeling hoisted me into the air, heading down a tunnel. Two humans followed behind, each of them keeping a hand-held Dracon Beam on me.

The Changeling took me to a lone room, though the small size of the archway leading into it prevented the humans from following us in. The Changeling pressed a hoof against the wall beside it and an aperture made of what looked like giant insect wings formed over the hole, sealing us in.

The cell itself was not very large, maybe big enough for four ponies to sit in comfortably. It was lit by a dim crystal hanging from the ceiling, showing dripping black walls with an almost reptilian appearance. Littering the ground were the torn remains of what I guessed were Changeling wings, judging by their gossamer shine.

The guard unceremoniously dumped me on the ground and stepped back, standing in front of the ‘door’ and glaring at me. “Don’t try anything funny, Andalite filth,” he spat, his horn glowing a dangerous shade of green.

I resigned myself to sitting on the floor and stared back with what I hoped was equal hatred. Several minutes passed unchanged, until I heard the echoes of hooves approaching, and the guard stepped aside. The aperture then opened wide and Visser Seven stepped in alone, a long grey cylinder being held in her magic.

“I do apologize for the wait, Andalite,” she said coolly, “but we weren’t expecting you so early and I had to make a quick trip to the Pool.” She grinned sadistically. “I’m giving a special Yeerk to you. One of my Sub-Vissers.”

Before I could even attempt to move I felt that same lurching feeling as I was, once again, levitated in a green aura. Desperately I tried to struggle free, but the magic grip was too tight. Visser Seven noticed and continued grinning while simultaneously opening the top of the cylinder. Slowly she began moving it towards my head.

“Don’t struggle, Andalite,” she cooed, sounding not unlike a mother calming her child. “Just one moment of discomfort and it’ll all be over.”

A thousand plans ran through my head and were immediately discarded. My eyes darted about the cell for something, anything, but besides the discarded wings and the Changeling guard there was nothing. I felt the cold chill of metal against my ear and my thoughts snapped back to the first time I was infested. The numbness in my ear, the sensation of losing control of your limbs, the alien mind combing through your thoughts and memories. I clenched my eyes shut, blinking away a tear that had formed, and braced myself for the Yeerk.

Only it never came.

As the seconds stretched out I cracked open an eye in confusion. The Visser was still standing beside me, the cylinder just barely noticeable in my peripheral vision. What caught my eye the most was the Visser herself. She was trembling all over, grinding her teeth and flapping her wings erratically.

“N-no...” she managed to croak out. “My body. My Hive...” With a strangled yell the Visser tossed me through the air and I landed next to the guard, who was curiously unconscious. I scrambled to my feet and whirled on the Visser, ready to brace myself, or react, or evade, or anything. But Visser Seven wasn't paying me any more attention; instead she was stumbling around the room, shaking her head and buzzing furiously.

I was about to make a break for the door when she stopped and stared at me, though she still had her teeth gritted together. “Andalite,” she slurred, “help.”

I paused for a moment, realizing that I was speaking to the Changeling Illusion had called Chrysalis. I was awestruck for a few moments; it took incredible willpower to overpower a Yeerk once it was in control of you, and even then the most anyone could do was make a muscle spasm. To regain so much control and speech was intimidating.

But this window of opportunity was closing fast, so I gathered as much magic into my horn as I could muster. Sweat formed on my brow and I felt my knees begin to quiver under the strain. Chrysalis also noticed what I was doing and at first had a look of confusion, but that soon gave way to realization. She didn’t even try to move as I angled my horn at her, releasing the magic in a single, magenta beam. It impacted straight into her chest and she was sent sprawling against the wall, where she gave a feeble twitch before going limp.

I panted for breath, keeping a close eye on her. Her chest rose and fell with her breaths so I knew she still lived. Honestly, I was sorely tempted to demorph and acquire her; who knows when one of these Changelings could be used. But the reminders of both my location and the situations of my friends was enough of a deterrent. Without another moment’s hesitation I ran for the door, intending to slow down and force it open, but my horn sparked to life all on its own and blasted the bizarre door away.

“Wha-?” The guards on the other side of the door barely had time to register I was there before I leapt into the air and twisted sideways, kicking each of them in the head with my front hooves. They dropped without so much as a moan, and I was already racing off down the corridor. I didn’t have to run for long before I came across another door with guards outside it. They noticed me as I ran up and their horns flashed to life, but again my own sparked with energy and two more magenta blasts hit them, sending both guards flying into the wall.

I stopped in confusion for a moment. I hadn’t intended to cast a spell; every other time I needed to I had to concentrate, not unlike when I was focusing on a morph. But these strange blasts of magic were happening almost without my conscious thought.

I was brought back from my thoughts when I heard a muffled cry coming down from the adjacent hallway. Quickly I ran towards it, soon coming across another apatore. Again, without thinking, I fired another blast of magic and the door and it was destroyed like the last one. On the other side I spotted at least a dozen armoured Changelings gathered around several holding cells. They immediately turned to the shattered door just as bits of debris came hurtling forward, burying the three closest to it. I leapt forward while they were still in shock, quickly incapacitating two more guards and sending them sailing into two more their friends who weren’t quick enough to jump aside.

The remaining five hissed at me and struck forwards. I felt a pain in my side and went sprawling across the floor, stopping once I’d found the wall. The Changelings all rushed towards me, but I recovered and hit the one on the far left with my magic. He screeched and tumbled aside, making an opening that I used to maneuver around and deliver two more shots to the right sided Changelings. The last two flew to opposite sides of me, and I could see that at least one was channeling magic. This was confirmed when I lost the use of my hooves and felt the crack of a hoof against my head. Dazed, and with my ears ringing, I tried to force more magic into my horn — only to be met with the worst migraine imaginable.

The Changelings both hissed mockingly and stepped forward, the first one bringing his hoof up for another strike...

...only to be knocked into the wall by a two meter trunk.

Rachel asked, a mocking hurt tone to her voice.

I felt the magic from the second Changeling leave my legs, causing me to stumble forward. I was able to turn around just in time to see an African elephant plow him straight through the wall. And I mean through. Probably the next one as well. I would have gone after her, but a Changeling flew over my head and slammed into the wall before I could move. Or rather, a Changeling was thrown through the air and into the wall.

Marco said, holding two more Changelings in his gorilla hands before bashing their heads together. From behind him came Ax, who had demorphed to Andalite, as well as Applejack and Illusion.

“Ya’ll are some of the weirdest bunch Ah’ve ever hung out with. And Ah’m including Pinkie Pie,” Applejack commented dryly as I ran past her into the cell.

“Ax, I hope you guys have a plan as to how we’re getting out of here,” I said whilst demorphing.

he replied.

“Hold on a moment. You ain’t suggestin’ we bring down the ceilin’ while we’re standin’ beneath it, are ya?” Applejack asked, a hint of fear in her voice.

Ax replied.

“What about other?” Illusion mumbled; thankfully, he couldn’t see me from where he was standing, but I still slunk back into the shadows as best I could. “Changelings still here.”

Ax replied coldly.

By now I was fully human, but I didn’t intend to stay that way. Within moments my skin began to darken and become as thick as armour while I grew larger. My arms and legs thickened into pillars, ending in a foot with three small hooves. Next my head elongated into a rectangular shape, pushing my eyes to the side of my head and forcing my ears to the top. And for the finale, two horns, one larger than the other, erupted from my face. I was now a rhinoceros.

I asked, walking out of the cell. Illusion — at least I think it was him — yelped and jumped back as he saw me.

“They took her somewhere else. Ah think it was this way!” Applejack yelled and ran away.

I took off at a run with Ax ‘steering’, as the case was. Black blurs flitted past my vision, shrieking either in fear or in surprise, but to my surprise I don’t think I actually hit any of them. Looking ahead, I made an educated guess that Rachel had smashed her way through at least ten more walls.

Marco commented.

I asked.

I was about to retort when Ax cut in.

I turned towards what I hoped was the door and was about to smash my way in when an orange fuzzball came out, followed by a purple mass of hair.

“Prince Jake, Ah found Twilight!” Applejack said happily.

Marco said.

“We should just follow the trail of destruction, I take it?” Twilight asked dryly as she brushed past me and trotted down the hall.

“Ah thought her name was Rachel...” Applejack mumbled as she followed Twilight.

We didn’t say anything else after that, and quickened the pace after Rachel’s trail of destruction. Curiously, none of the Changelings seemed to be attacking us, instead opting to fly out of harm’s way. Before I could wonder about this I heard what sounded like a horrible mixture of screeching, trumpeting, and collapsing rocks. I broke into an all-out run and found myself in what I could only guess to be the main chamber, mainly because I couldn’t see the blurs of the tunnel walls anymore.

“Somethin’ ain’t right,” Applejack said. “Why ain’t the Changeling’s attackin’ us?”

Ax reasoned.

Just then I saw a black mass fly by my head and impact with the ground next to me, which was soon followed by a second. Then a large grey shape approached, covered in spots of black.

Rachel said and shook her head, dislodging some black spots. I saw a giant green blur spark and hit Rachel from behind and she gave a loud trumpet as she fell to the ground. I swung my head around, but couldn’t see anything besides grey and brown.

Ax said calmly.

Rachel moaned. I snorted in frustration and turned to what I hoped was the right way.

I said and took off at a charge.

“Wait! Not safe!” someone — possibly Illusion — yelled, but the rest of what they were saying was lost. I lowered my head, making sure my horns were pointed towards the blurs, and charged forward. I heard screeches of alarm, and flashes of green came sailing by my head. I felt a stinging pain in my left ear, which served only to spur on my charge. The next sound I heard was the gnashing noise of my horn smashing through chitin-like armour, scattering any and all Changelings in my path. The next thing I felt was my face smashing into rock and I stumbled as my own momentum slammed all five thousand pounds of me into the wall I obviously hit head-on.

“Prince Jake!” Applejack cried, running over to me. “Are ya alright?” For some reason I half-expected her to try to pick me up.

TSEEEW!

The rock above me exploded as the poorly-aimed Dracon Beam collided, showering pebbles over Applejack and myself. I swung my head side to side, looking for my attacker before remembering my dismal eyesight.

“Heads up, we got more of those humans with their magic metal sticks comin’ this way!” Applejack yelled, or at least that’s what I thought. Another explosion rocked the chamber, and I felt a burning pain in my left shoulder.

Ax yelled, an uncharacteristic edge of fear to his voice.

“No arguments here!” Applejack shouted as she took off running. I kept my eyes on the orange blur ahead of me and ran after her. Behind me I could hear the low rumbling of something, yet the continued Dracon Beam fire dissuaded me from checking.

Ahead, Applejack ducked through a small opening; I plowed forward, making it big enough for myself and joined her on the other side. A moment later there was another crash and Rachel arrived, soon followed by the others. The rumbling grew to a deafening roar and then stopped as soon as it began, the Dracon Beams stopping at nearly the same time. Moments later we were plunged into complete darkness, which soon gave way to an eerie green glow.

Ax said suddenly.

Not wanting to wait and see if he was right I quickly began to demorph. Luckily the first things to return were my eyes, allowing me to see that we were in a low ceiling tunnel. The walls were covered in some sort of glowing fungus. The light they were giving off was faint, but still enough to allow me to perceive everything. Marco and Rachel were rapidly demorphing as well; I noticed Rachel’s trunk simply was nothing more than a bloody stump moments before it shrank back into her face. Next to me I noticed the end of Applejack’s tail was singed, but aside from that she was unharmed. Looking behind her I noticed nothing but dirt, with the pieces of a broken door jutting out of the wall.

“So, the main chamber collapsed?” I muttered to myself.

“That was too close,” Applejack mumbled. “Ah sure am glad none of us were trapped under there, right Twi?” There was a moment of silence as we all looked around the area, but Twilight didn’t seem to be there. With horror I glanced back at where the main chamber used to be just as Applejack ran over to it and pounded on the dirt. “Twi! No, it can’t be true!”

“What?” Rachel exclaimed. “But she was right next to me the entire time!”

“Relax, guys,” I said, if only to stop Applejack from having a panic attack. “There were plenty of exits to that hall, and Twilight can teleport. I’m sure she got to safety.”

Ax said.

“I not lost. Right here.”

I spun my head around and saw a dimly lit outline in the darker sections of the tunnel. The figure moved forward and split in two, turning out to be two Changelings, one of whom was Illusion. I saw Ax’s eyestalks focus on the second Changeling and his tail quiver.

“No. No danger,” Illusion said. “903 not Yeerk. No want Yeerk. Like me.” He stepped between Ax and his friend, trembling with fear as he gazed at Ax’s tail-blade, but still didn’t move.

“Yo, Jake,” Marco whispered. I craned my neck slightly to look at him and he continued, “Morph something, man. We don’t need anyone seeing us like this.”

“Well, well, well. Isn’t this interesting?”

A voice rang out in the darkness and everyone swung towards it. Slowly a figure limped into the light, easily three times Illusion’s size. It emerged from the shadows, the green light playing over her features.

“Never expected to find a bunch of humans opposing me,” Visser Seven said.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 36

Chapter 36

Rainbow

The old ship creaked and groaned, and from somewhere deep within I could hear the metallic twang of something large snapping loose. The engines rumbled to life and roared intensely, daring to throw everything onboard over the edge, yet I never let my grip on the wheel slacken. An explosion to the side rocked the ship and I lurched forward, one of the wheel prongs being driven into my chest. It was painful. It was chaotic. It was completely insane.

It was fun.

I laughed in exhilaration, steadying myself once more, and urged the ship forward. I would have attempted to send the ship into a controlled spin, but that would definitely have thrown everypony overboard. And right now, we had more than enough problems.

“Rainbow!” Rarity cried from somewhere, “could you possibly try not to get us killed?!”

I felt the ship lurch again and wedged my hooves into the steering wheel. I banked left, only to see too late an approaching fireball. I scrambled to try to get away from it, but the ship was moving slowly for some reason. I watched in horror as the green flames collided with the balloon keeping us aloft...

...only to bounce off harmlessly. Well, harmlessly to the balloon, anyways. We still had the matter of the giant fireball on the wooden deck to take care of. Though, considering it was a sickly green colour, maybe I shouldn’t have to worry about anything catching fire because of it. So instead I turned my attention back to regaining control of the ship. It took a moment, and a whole lot of muscling, but I was slowly able to steady her out.

From the tone of voice I thought it was Cassie who spoke. I looked at our positioning to the mountains to confirm she was right, and spun the wheel round and brought us back, though maybe a little too fast. At least that’s what I thought the tumbling sounds coming from the main deck were telling me.

Tobias said thoughtfully.

I looked out the viewing window and observed the main deck and surrounding airspace. Sure enough, the entire area was devoid of Changelings. Curiousity getting the better of me I trotted out onto the deck and peered over the edge. The ground was as lifeless as it had always been.

“So, what do you think?” Rarity asked, coming up beside me. “Did Prince Jake and the others manage to destroy the Hive?”

Cassie added. Sometime during the attack she’d changed into a wolf, though why she didn’t bother to change into something that could fly was beyond me.

“Ooh! Ooh! Down there!” Pinkie cried while bouncing in place and pointed at the ground. “I see Twilight!”

“Pinkie, dear, how in the world can you see anything from this far away?” Rarity asked.

“She’s purple!”

Tobias said, also looking in the same direction as Pinkie. I was about to ask for more details when I was momentarily blinded by a flash of violet light. When the light faded Twilight was standing in the middle of the deck. She looked upset and was covered in dirt and mud, and I thought I could even see a few cuts here and there. Most importantly, though, she was alone.

“Omigosh Twilight that was so cool how did you teleport that far where are the others I know Prince Jake can fly but Applejack can’t but maybe Illusion can carry her...”

Cassie said gently,

“T-the cave collapsed...” Twilight said softly. I had to move closer to hear her and repressed the thought that Fluttershy could talk louder than her now. “The others...still down there. Visser has Changeling Queen...”

“What?!” I yelled, probably a bit louder than intended. “Everypony is in trouble? We’ve got to go rescue them!”

Tobias added.

Cassie said.

he retorted, sounding way too calm for my liking. He landed on the railing of the ship and glanced around.

“So, what, you’re saying we sit here and do nothing?” I glared at him. “I’m not leaving any of my friends behind!”

“He’s right, Rainbow,” Twilight said softly. “We can’t move the debris quick enough, and even if we could they’d be waiting inside where they’re strongest.” She was silent a few moments. “But I bet we stand a chance if one of the Princesses were to help us.”

Cassie asked, a slight hint of worry in her voice.

“If we push the engines past their limit we can make it in a few hours,” Twilight said without a trace of doubt. “Granted, we’ll probably damage them irreparably along the way, but once we get to Canterlot we can speak to Luna and Celestia. I’m sure one of them can teleport us back here fast enough, or they can borrow one of the noble’s working airships. Then we capture the Visser and save Equestria.”

She made it sound so easy, so simple. And yet, I found myself torn between returning to Canterlot and staying here to find our own way through. Even if the Princesses could teleport us back here instantly, we’d still be wasting time going to get them. Spike might be able to send a message, if we hadn’t left him with Big Mac back in Appleloosa. We could go grab him, but since Princess Celestia hadn’t been responding to Twilight’s letters in the first place, I didn’t think that would be a better idea.

Tobias said after a long moment of silence.

Twilight nodded to him. “I’ll head down to the engine room and prep it for its final voyage.” Without another word she turned and headed below deck, dragging her hooves and staring at the floor forlornly.

“I, uh, guess I’ll steer?” I asked nopony in particular. Rarity was already making her way back towards the sensor nodes and both Cassie and Tobias followed me to the control room. Once inside they began to return to their normal forms. I turned away and repressed a shudder; it still didn’t seem natural or right.

We were only waiting for a few moments when the engines roared to life again and I reluctantly took the wheel and turned back towards Canterlot. With a heavy heart I gave one final look back to the mountains that marked the Hive entrance. I knew we had no other option, but there was a part of me that was screaming inside my head. Something that was saying I was betraying my friends. And it was leaving me with a horrible, sickening feeling, sort of like when I was all alone during the incident with Mare Do Well. Except that this was a million times worse.

“Rainbow!” The sudden voice burst into my thoughts, and without warning Pinkie Pie popped up between me and the steering wheel, looking uncomfortably upset. “What’re you doing? You’re leaving Prince Jake and the others behind!”

“We have to, Pinkie,” I said somberly, “but we’re coming right back with the Princess’s help.” I tried to give a reassuring smile, but all I was feeling was more of the sickening feeling of betrayal bubbling up inside me.

“But but but but!” Pinkie protested. “We’re leaving them in a scary Changeling Hive all alone? With no escape?”

“They’re not alone, Pinkie,” Fluttershy said softly. I’d been so preoccupied with Pinkie I hadn’t noticed her walk in as well. “They’ve got each other.”

“Twilight says there’s nothing more we can do for them as things stand,” I said to Pinkie, gently pushing her aside and taking the wheel again. “If one of the Princesses is our only hope, then we’d better get to Canterlot fast.” When nopony protested I gritted my teeth and sent the ship heading towards Canterlot.

Please, let this be the right choice.

Sure enough, Twilight’s plan had worked. In just a few hours we’d traveled halfway across Equestria in what felt like no time at all. Already I was beginning to make out the towers of Canterlot Castle rising in the distance.

“It sure does look pretty from up here,” Applejack said. I gaped and did a double-take at her before realizing her hat was missing and admonished myself for confusing Cassie and Applejack. I still wasn’t quite used to the whole thing.

“Yeah, I guess so,” I quickly replied, hoping I was covering up my surprise. “You can go tell Rarity and Twilight that they can take a breather now.”

Cassie nodded at me, and looking out the window I noticed Rarity cease the spell she was performing on the balloon — with an overly dramatic sigh, no less — and moments later she joined us in the control room. “I do believe that this high altitude is going to be the death of my complexion at this rate. The winds make it so hard to keep one’s mane in decent condition.”

Tobias said. When Rarity didn’t react I realized he hadn’t included her in his bizarre thought-speech and smirked.

“I love the wind!” Pinkie exclaimed, oblivious to both Rarity’s discomfort and Tobias’ snide comment. “The way it goes all WOOSH and WOOOOOOOO and WEEEEEEE!” Somehow, Pinkie’s mane blew in an invisible wind that managed to match her own sound effects. I rolled my eyes; one doesn’t understand Pinkie, you just tried not to think about it.

“Say, Cassie,” I began. She turned and looked at me — again, creepy when I’m looking at Applejack’s face instead of hers. “Do you think-”

“Twitcha-Twitch! Twitcha-Twitch!”

Instinct and muscle memory took over and I dove to the floor with my hooves over my head and looked up at the barren ceiling. “Um, Pinkie? Precisely what is going to fall on me?”

“I don’t know,” she said, looking around with a confused look while holding her twitching tail in her hooves.

TSEEEEW-BOOOM!

A massive explosion rocked the ship and I was thrown against the window, letting out a small whimper of pain as I crushed my damaged wing even further. In the back of my mind I registered the cracks running along the window, but my attention was drawn more to the balloon; or rather, the lack thereof. The entire main deck was on fire, and there was a gaping hole that lead down to the sleeping quarters. The ship was beginning to tilt over dangerously far, giving me a horrifying view of the mountains below. Normally, Pegasi aren’t supposed to be afraid of heights, but when one has a damaged wing and is unable to fly, suddenly rushing to meet the ground at such a high velocity seems that much scarier.

A flash of yellow caught my attention in my left eye, and I saw Fluttershy pinned against the furthest wall. Her eyes were squeezed shut from the wind pressure, and tears were slowly being forced along the sides of her head. Next to her were Pinkie and Cassie, all tangled up in each other's hooves and being bashed around like a rubber ball let loose. Rarity wasn’t faring any better, even with her magic stabilizing her ever so slightly, and I had no visuals on Tobias.

Somehow, I managed to make my way back to the wheel, though I don’t remember moving. In the back of my mind I knew that we couldn’t sustain flight, but I’d hoped that I could use what little power we did have to slow our descent and level out.

I gritted my teeth together and fought the ship as it continued downwards. Considering how slowly it was leveling out I suspected that either a few of the fins had been blasted off or some of the machinery connecting them to the engines had been knocked completely loose. At any rate, I decided to open the fins to their maximum length. The added surface area helped to reduce our wind drag, but we were still falling too fast. As we descended, a series of snapping sound echoed around us, and to my horror I saw the fins zip through the air, ripped clean off the ship.

I looked up, past the burning deck at the mountain looming before us. In the fall we had been knocked off course and were headed straight into rock and scattered trees, rather than the bustling city, though this knowledge didn’t help us any at this point in time. In a desperate move I banked upwards, pointing the nose of the ship to the sky, and all I could see was a few scattered clouds amidst a brilliant blue sky.

The next thing I knew the entire ship lurched forwards and I flew head-first through the window. I rolled onto the deck, narrowly avoiding being crushed by the steering wheel that came flying out after me. Somewhere, I heard screaming; I couldn’t tell who it was. It might have even been me. The ship pitched sideways and I continued to roll along the deck, helpless to stop myself, and fell over the side.

Then everything went dark.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 37

Chapter 37

Fluttershy

Darkness.

Silence.

Trapped.

Screaming. Was it me?

Light. Get to the light.

A weight lifted off my back. My wings snapped open and I bit down on the jolt of pain this caused as I leapt into the air. Or, I thought it was the air. All around me there was still darkness. Were my eyes closed? I opened them and the darkness lifted, replaced by destruction. I nearly shut my eyes again at the sight, but somehow managed to keep them open and look around. Splinters of wood littered the ground, and around me like the bones of some great beast was the shattered hull of our ship. Heat rushed up behind me, and when I turned to look I was greeted with the remnants of the balloon, now a torn, decimated rag covered in fire. Below the flames I spotted the ships wheel, now shattered into five pieces and burned black, flames still licking at it. Did this mean that the others...

I squeezed my eyes shut, welcoming back the darkness. For a long while I just hovered there, unable to move. Around me I could hear the ship groan and creak as the flames consumed it, crackling in the way that fire does. I smiled involuntarily as the scent of pine washed over me. With a squeak I forced my eyes open and my smile faded. The entire ship was aflame and I belatedly realized that I couldn’t hear any other voices.

“Rainbow Dash! Rarity!” I cried as loud as I could. When nopony replied I hurriedly flew around, taking care to avoid the flames. “Pinkie! Tobias! Please...”

I blinked away a few tears before they could hamper my vision and opened my mouth to yell again when a flash of movement caught my eye. I turned to get a better look and gasped as I saw Tobias laying amidst the flames, a plank of wood pinning his wing down. The smoke stung at my eye, so I was forced to fly around the fire. Luckily I discovered a small gap in the flames just big enough for me to fly through safely. The fire came within inches of my fur, but I managed to fly down to where Tobias was laying. Again the smoke blinded my eyes, and I felt my throat begin to burn. I felt like collapsing with my hooves over my head then and there, and probably would have if Tobias hadn’t chosen that moment to try to speak.

I snapped partially out of my panicked state. Fighting back the stinging pain in my eyes I spotted Tobias again and quickly rushed over to him. I felt the air turn to fire as I inhaled, and I let out a flurry of painful coughs.

“Tobias! It’s ok, I got you!” I said soothingly and tried to lift the plank holding him down, but it was too heavy, and I couldn’t get my hooves underneath it in the first place.

Tobias said. I thought he sounded disoriented, too.

“Don’t,” I paused and let out another round of coughs. “Don’t move.” I blinked away tears and scanned the surrounding area for something, anything that could help me move this plank. Through the veil of smoke I was able to see a nearby shape of promising size. Flying over, I saw that it was a broken piece of wood. The fire was just beginning to lick at it, so I pulled it away before they could take hold —although the wood was slightly burned from the close call. Quickly I inspected it over; the length was just enough that I could wedge it between Tobias and the wood and lift the plank off. I used this thought to will myself back towards him with the piece, coughing the entire way. It was getting harder to breath by the minute, and my throat felt like it was being raked by flaming claws every time I swallowed a breath.

“This, um, may hurt a little...” I said nervously as I jammed my makeshift lever under the plank and leapt on it with all my weight. Of course, I didn’t realize just how much of a stupid idea this was until Tobias shrieked in pain and I realized that I wasn’t lifting the plank so much as I was pushing it, and dragging his wing along with it.

A loud CRACK split the air, followed by Tobias screaming — only not with his thought-speech, but with his actual voice, crying out like a bird. I cringed at the horrible sound and dropped the lever.

“Tobias, are you alright?”

There was a brief pause during which the stump of his wing twitched.

“C-can you still morph?” I said between coughs. He gave a small nod and already I could see his eyes swelling and shifting towards the sides of his head. Soon he began to grow larger, and I saw a new wing grow from where I had... torn off the previous. Although, this one was coloured yellow, which was when I realized he was changing into me.

It didn’t take too long for him to finish, and he quickly rose to my, er, his hooves. He flapped both wings, almost as if testing them, and then jumped into the air with a self-satisfied smirk. I smiled at him before flapping my own wings and escaped the smoking ruin.

I can’t remember the last time I had been so happy to see the bright blue sky, even with a great plume of smoke blotting out a part of it. Large sections of the mountainside were burned black, with smaller trees and bushes smoldering slightly. All around lay scattered pieces of the ship still on fire, likely thrown clear during our abrupt stop. Once I was in the sky I greedily sucked in all the air I could, coughing out the last remnants of smoke.

“Fluttershy! Over here!”

I swung my head around and finally spotted Twilight and Rarity some distance away, standing at the edge of the crash zone. I also spotted Pinkie and Applejack standing over Rainbow Dash, who wasn’t moving. I flew over as fast as I could and landed next to her. Rainbow’s fur was singed in multiple places and she was covered in cuts and blood, but she was breathing. Somepony had fashioned a bandage and wrapped it around her head, covering her left eye.

“This isn’t fun anymore...” Pinkie said softly. Her mane was drooping around her head and her tail had gone limp. Dimly I noticed that she was having slight troubles breathing and her sides were heavily bandaged.

Rarity trotted over to us, somehow devoid of injury, although her mane was covered in soot. “Fluttershy, dear, are you alright?”

“I, um, don’t know. Am I?” I glanced down over my body; besides a few burned patches of fur and minor scrapes I didn’t seem to be in bad shape. “I’m fine...” I said softly.

“What happened anyway?” Cassie interrupted me. “Twilight, did the engines explode or something?”

“No, I mean, they shouldn’t have,” she replied. “Even if they did die, they wouldn’t have exploded. And certainly not in that manner. And even without the engines we should have been able to make a more controlled landing.”

Rarity continued, “I’m fairly certain that the balloon caught fire from the explosion. Correct me if I’m wrong, but aren’t the engines nowhere near the balloon?”

“We were shot,” Twilight said matter-of-factly. “I think it’s safe to assume that we were hit multiple times. One took out the balloon, the second blew up the engine.” There was something odd about what she was saying, but I couldn’t quite place it.

“Well, at least everyone seems to be ok,” Tobias spoke up. “How is Rainbow?”

“Well, she’s suffering from some blunt force trauma, but she’ll survive,” Cassie said. “She’ll have to wear this cast for a day at least.”

“Oh dear, I hope she won’t be too mad...” I said softly while looking at Rainbow. After a moment I turned and glanced at the burning remains. “Um, how are we gonna get to Canterlot now?”

“Twilight, dear, do you think you could teleport us a short distance?” Rarity asked sweetly, batting her eyes.

Twilight shook her head sadly. “No, sorry. I’m pretty drained from overcharging the engines. I might be able to do one or two of us, but there’s a chance we may end up embedded in a tree or something.”

“What about if we got closer?” Rarity asked.

Twilight put a hoof on her chin. “Yes, that would reduce the risk of undesired interpenetration.”

“One problem,” Tobias began. “Our ship crashed along the quickest path through the mountains.”

“Not to mention the fact that Rainbow is out cold,” Cassie added. “Having to carry her will slow us down.” No sooner had she spoken did Twilight levitate Rainbow in the air, keeping her very steady. Cassie gave a timid laugh. “Or, uh, we could do that.”

“Ok, now what path should we take?” Rarity asked, exasperated.

“I spotted a small goat path left of the crash,” Tobias said. “It’ll be a tricky climb, but there’s no fire.”

“I have an idea,” Pinkie added, pointing a hoof to the sky. “We could ask them for help.”

I followed her hoof and spotted a regiment of royal guards circling the crash site. Mixed among them were grey coloured guards in violet armour and leathery wings replacing their normal ones. They seemed to be scanning the area slowly, until one of them spotted us and signaled those closest to him. Within moments two royal guards and two night guards landed on either side of us. One of the royal guards stepped forward and spoke.

“Is this everypony on board? Are there injured still within?”

“No, sir, everypony’s fine,” Twilight said. “Rainbow Dash here is the only one in any serious condition.”

The royal guard nodded and motioned to his partner, who flew off back the way they came. We waited for a few moments, standing around in awkward silence, before a booming voice sounded.

“Twilight Sparkle! We had despaired of ever seeing you again.” All of us, save the guards, swung towards the voice in time to see Princess Luna fly in and land just outside of our circle, scrutinizing each of us. I quickly bowed low and remained like that until she said, “Fluttershy, thou may rise.”

“Oh, I’m sorry,” I rose quickly, my face being slightly hidden behind my mane.

“We are most unhappy that you missed our scheduled appointment,” Princess Luna began. Her tone was harsh, though she did have a smile on her face. Something about it seemed forced to me. “But we are pleased to see you well. Some of you. Where are the others?”

“There was an incident at the Changeling Hive,” Twilight said. “They were trapped inside when the main tunnel collapsed, and we couldn’t go in after them. That’s why we came, we need you and Princess Celestia to help.”

“Celestia is...” Princess Luna’s voice faltered for a moment. It was so bizarre to hear her powerful voice sound so meek and helpless. The moment passed as quickly as it came and Luna resumed talking, none of her earlier weakness present. “Celestia is busy elsewhere at the moment.”

“She is?” Twilight asked. She looked lost in thought for a few moments.

“Let us return to Canterlot and thou may inform us of thy plight.” With that, Luna briskly turned around and said something to her guards, whom motioned for us to follow. I glanced at the others; Rarity and Pinkie were each helping carry Rainbow, which I noted as odd since Twilight was levitating her not too long ago. Cassie and Tobias were both speaking to each other, but I couldn’t make out what they were saying. From their expressions I guessed that Cassie was relieved, but Tobias was nervous about something. I couldn’t see Twilight and thought for a moment that she was up ahead talking to Princess Luna, but I instead found her looking at the ruins of our ship.

“Um, Twilight? Are you alright?” I asked gently. Twilight seemed startled by me, and I gave a slight shake of my head, letting my mane cover more of my face. “Oh, um, did I scare you? Sorry...”

“It’s alright, Fluttershy,” she reassured me. “I’m just... worried.”

I smiled as best as I could. “It’s ok. Princess Luna will help. And maybe Celestia will, too.”

She smiled back to me, and I heard the sound of wings flapping on the wind. Turning to the source, I was met with two guards pulling a large gold chariot through the sky before landing in front of us. We were quickly ushered on and were soon flying through the air, headed for Canterlot.

“I sure hope this was the right thing to do,” Tobias muttered. Oddly enough, I was thinking the same thing. I couldn’t say exactly why, but something was nagging at my mind. I shook my head slightly and turned to look at Canterlot in the distance. Surely, whatever problems we had would be over soon. The Princesses would make sure of that.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 38

Chapter 38

Ax

“Never expected to find a bunch of humans opposing me.”

I had all four of my eyes focused on the Visser. She stood on the other end of the hallway, a good ten feet away. Even with my speed and reflexes I was unsure if I would be able to get within striking range before she could react. I swiveled one eyestalk towards Prince Jake and the others, all of whom were staring at the Visser as well.

“Y-your Highness...” Illusion sputtered. I looked at him with my second stalk eye; the Changeling had his head bowed, though it appeared to be out of fear rather than respect. His wings twitched in anticipation and he kept glancing up at Prince Jake. I was more than ready to poise my tail blade in equal anxiety. The others remained quiet, though I could tell from his expression that Prince Jake was thinking, hopefully about an avenue of escape. Next to him, Marco had a similar calculative look. Rachel was looking around as stealthily as she could, while Applejack seemed frozen in place.

And yet, something about the scene struck me as odd. I turned my attention back to the Visser, who still stood where she had emerged from the darkness. She was breathing heavily, as if in pain, and her wings drooped by her sides weakly, yet she still had a rather calm and self-satisfied look about her. It didn’t make sense. It was the seven of us against her. Why did she look so happy?

Wait...

Alone. The Visser was alone. And she carried no weapon that I could see. If Illusion was any indication, though, she likely still possessed the strange telekinetic abilities that all Changelings did.

I suddenly caught a faint sign of movement in the corner of my eye. The Visser had moved her leg, ever so slightly forward. I felt my tail twitch with anticipation, and I readied myself for whatever the Yeerk was planning to do. However, instead of attacking, the Visser unceremoniously collapsed onto the cavern floor. We all stared at her incredulously for a moment before Illusion jumped up and ran to her side, emitting a series of frantic clicking sounds.

“My Queen!” the Changeling cried. Frantically he looked over her body; my guess was he was frarching for physical injuries. When he couldn't find any he tried to squeeze himself under her front legs.

“Illusion! Stop!” Marco barked in a cold, emotionless tone. Illusion whirled to face him, glaring.

“Queen in danger! I help.”

“She’s not your queen anymore,” Marco retorted. Illusion glowered at him venomously, but Marco kept the same calm expression.

I added. I boldly took a step towards the Visser, keeping my tail raised.

Illusion hissed and leapt in front of me. “No! No harm to Queen!”

“Glad to see some of my Changelings are still free,” the Visser said weakly, shakily climbing to her feet. “And by the sounds of things, I’d wager my own life is in danger.”

Illusion spun around and looked up upon his queen with a joyous expression. Taking advantage of this I leapt over him, landing perfectly next to the Visser with my tail blade at her throat. I turned one eye stalk towards Prince Jake.

“Wait!” the Visser cried. “Andalite, I’m not under that Yeerk’s control any longer!”

My tail blade was then encompassed in a green glow, and Illusion moved it away from his queen’s throat, glaring at me the entire time.

“Queen not Yeerk. No harm Queen.”

“Of course she’s going to say that,” Rachel retorted. “She knows that you’d blindly follow anything your queen would tell you.”

“No. This different,” he insisted defensively.

“Ah think she’s tellin’ the truth.”

“Oh not you too,” Rachel said, turning to Applejack. “Didn’t you say that these things attacked your capital? You know how they work with deception.”

“Yeah, Ah know all that, which is why Ah’m sayin’ there’s somethin’ different about her now.”

“Don’t be stupid,” Marco snapped. “Yeerks are masters of deception.”

“Yeah, Ah figured that out pretty quickly,” Applejack snapped back.

A small whumph sound caught my attention, and I noticed that the Visser had fallen down again. Illusion got to her first and stood before her protectively; he stubbornly refused to release my tail as well. “Queen safe. I protect. You leave.”

“Can’t,” Marco replied. “She’s seen us. If we leave she’ll just tell the rest of the Yeerks and we’re as good as dead.”

“Alright, that’s enough! All of you!”

I swerved a stalk eye away from the Visser and saw Prince Jake. At some point he had remorphed Twilight and was looking at all of us with a cross expression — emphasized by the large eyes these oddly-proportioned equines possess.

“Everyone just calm down for a moment,” he said. “There’s a simple way of finding the truth here.”

“What then?” Rachel asked.

“Twilight’s spell that can detect Yeerks,” Prince Jake replied. “She taught it to me on the way over here.” He finished by proudly raising his head.

Marco nodded. “Alright then, go and confirm what we already know.”

“Queen no Yeerk!” Illusion hissed at him.

“A spell for detecting Yeerks? I’m intrigued,” the Visser said calmly. “Very well, you may cast it.”

Prince Jake stepped towards the Visser as both Illusion and I watching him cautiously —though for different reasons. Once in front of her he closed his eyes and his horn began to spark with the energies this species perceives as ‘magic’. The more I observe their abilities the more I am convinced that it is simply a higher level of psychic energies — much like what the Leeran possess, though more advanced. Of course, Pinkie Pie did not seem to follow these internal rules, which bizarrely manifested in me when I had morphed her. I made a mental note to run some more definitive tests on Pinkie Pie when the opportunity arose.

I turned my attention back to the Visser and Prince Jake. He seemed to be struggling, possibly from the exertion of the telekinetic abilities. Sweat was trickling down his forehead as he lowered his horn towards the Visser’s. He remained still for a moment before the energy fizzled away, causing him to exhale in relief. “She’s... not infested,” Prince Jake said softly.

Illusion’s face lit up at the revelation. “Queen no Yeerk!” he cried, buzzing his wings excitedly and letting loose a chorus of rapid clicking noises. He also released his grip on my tail blade, at last, and I clutched it to my chest, stroking the fur softly. I can’t explain why, but just doing so soothed me to a degree.

The Visser — no, Prince Jake said she was a freed controller, but I still had my suspicions — gave a warm, motherly smile to Illusion. “Was it you who brought these foreigners into my Hive, little Drone three-dash-nine-three-seven?”

Illusion’s excitement and joy vanished in that instant. He turned to his queen and lowered his head shamefully. “Yes.”

The probable-ex-Visser continued her warm smile. “Well, I suppose in this instance I can forgive you.”

Illusion looked up to her with surprise, but I spoke up before he could react.

The queen looked at me with a condescending smirk. “Ah, words of wisdom from the mighty Andalite, I presume?”

“That sounds pretty Yeerk-like to me,” Marco said. Again, Illusion shot him loathsome glares.

“Unfortunately, he’s right,” the queen said. “I may not be infested, but how can you know I’m not in alliance with the Yeerks?”

“Well, then, you’d best explain yerself,” Applejack said, stepping forward. “First off, how’d yah get freed anyway?”

“Well, when I fought back and was incapacitated by the unicorn duplicate, the Yeerk believed that we were dead. So it took its chances and escaped.” The queen frowned. “A pity I didn’t regain consciousness before I could...stop it from getting too far.”

“You’ll forgive us if that doesn’t sound like an overly reliable explanation,” Prince Jake said. “You’re obviously in a position of power here. A little push from the Yeerks and you could become even more powerful.”

The queen looked at Prince Jake. I caught a flash of emotions in her eyes: anger and rage mostly, but there was also regret. Her mouth had also twitched into a more shameful expression. This struck me as odd; the Changelings I had seen so far have shown emotional levels equal to a highly advanced colonial species. All Illusion ever spoke of was his duty to his colony and queen. Yet this queen was behaving with emotions equivalent to any other equine on this planet. If it wasn’t for their bizarre feeding habits, perhaps the ponies could see the similarities their two species share.

“The price is too high,” she said thoughtfully, pausing to inhale. “After my defeat at Canterlot I was weakened. Near dead. Unable to move. A Yeerk scout ship found me, and one of those filthy slugs wormed its way inside my head.” The queen’s voice broke for a moment, and I thought I saw a tear run down her muzzle; however, the low light made it dubious if I actually saw anything or merely imagined it. “They promised to help me gain control of Equestria and I agreed. But once they had control of my strongest warriors, all pretense of aiding me fell apart and they let their true intentions known.” She gave a heavy sigh and looked at the ground, remorse and regret plainly visible on her features even in the dim light.

“I just want a chance to make things right,” she added softly.

For a long time no one spoke. The queen continued to stare at the ground, with Illusion standing nearby, looking incredibly confused. Prince Jake was curiously stoic, with both Marco and Rachel shaking their heads slightly. It was Applejack who finally broke the silence.

“Ah believe ya.”

“So do I,” Prince Jake added. I half expected Marco or Rachel to say something, but neither of them spoke up. I understood his reasons; out of the six of us Prince Jake had spent the longest time as a controller. He had seen the Yeerk die and experienced the helplessness and lack of control.

I said.

“What?! You, Ax-man?” Marco cried incredulously.

“Same goes for me,” Rachel added.

Marco looked at her disbelievingly. “Seriously? I’m the only one who finds this the least bit suspicious?”

I explained.

“Yeah, and if she is telling the truth then we can use her to help us finally beat these Yeerks,” Rachel finished.

“I must admit I am confused,” the queen said. “All the humans I’ve met are controllers, and the Yeerks made it sound like they’re as unaware of the invasion as the ponies were. How did you come to know of it, let alone side with a — how did the Yeerks put it — self-righteous Andalite?”

I protested.

“It’s a long story,” Prince Jake said at the same time as me. “We’re fighting them as often as we can, but very few people actually know about the invasion.”

Applejack cleared her throat. “As interestin’ as this is, Ah think we should really get back to Rainbow and the others.”

Marco let out a long sigh. “Fine, but don’t act surprised if we get out of here and a battalion of Yeerks turns us into swiss cheese.”

“Speaking of, how do we get out of here?” Prince Jake asked.

“There is a hidden pathway in my throne room,” the queen replied. “The Yeerk called Visser Seven converted the space in front of it into a feeding pool, but the passage is undamaged.”

“Hold on a moment,” Marco interrupted. “What did you just say? ‘The Yeerk called Visser Seven’? Wasn’t that your Yeerk?”

“Initially, yes,” she replied bitterly. “But when she learned of a large group of ponies escaping from Ponyville, she theorized the ‘Andalite Bandits’ would come here. So she let one of her higher ranking officers... take over.” Her face seemed to distort for a moment from the memory.

“What?!” Rachel shrieked. “Where is the Visser now? How much does she know about us?”

The queen looked up at us. “I’m not sure. Her plan was to infest one of the Andalite Bandits when you arrived here at the Hive.”

“We’ll figure that out once we’ve regrouped,” Prince Jake said. “Alright, your majesty, lead the way.”

“If one of you would be so kind as to assist me,” she asked, quite emphatically. When no one else made a move, I reluctantly stepped forward. The queen responded with a smile that seemed somehow wrong for her, all things considered, yet she leaned against me regardless. Marco and Rachel took this time to morph their gorilla and grizzly bear morphs respectively. Prince Jake then lit up his horn and set off through the tunnel with the rest of us following behind. Illusion stayed on the other side of his queen, casting accusing glances at me whenever possible.

Every so often the queen would give a direction, barking it out like an order. She otherwise didn’t seem inclined to talk, and no one else was either. Several times we came into large roadblocks formed from collapsed sections of tunnels. Some were small enough that Rachel and Marco could easily clear them while others required Pince Jake or Applejack’s assistance. Sadly, most were unclearable and forced us to take longer, greater-risk pathways.

Marco asked. I believe humans would refer to his tone of voice as ‘sarcastic’.

Rachel replied.

Marco retorted.

I was considering replying to Marco when we emerged into a massive room. Most of it had been buried by rubble, but the large throne near the back was for the most part intact. It was an odd, twisted shape that resembled the exoskeleton of an insect more than an actual throne. Next to it sat the smashed remains of a portable Yeerk Pool, which in turn was located in front of a concealed pathway. I felt the queen shudder as we entered the room and neared the Yeerk Pool.

“I’m only going to be too happy to get rid of this thing,” she muttered derisively.

I questioned.

“No, this tunnel is specifically designed to allow the royal Changelings an escape from the Hive in the worst case scenarios,” the queen replied. “It will not collapse as easily as a main tunnel.”

“Then why not build every tunnel like that?” Applejack mused.

“It isn’t feasible. Too big a workload,” came the queen’s curt reply. “Now will you cease questioning me so we may escape?”

Rachel said. She effortlessly stepped forward and used a fraction of her grizzly bear strength to flip the Yeerk pool out of the way. Once cleared, she headed off through the passageway.

“I like her,” the queen said.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 39

Chapter 39

Applebloom

The airship shook violently around me. Screeches and cries of pain filled the air, and I swear I saw a phoenix fly by my window. Part of me wanted to see if a dragon was going to show up as well, but Dessie thought it was best to stay hidden and out of danger. And since she was in control of my movements I couldn’t do anything about it.

Dessie said gently.

I liked Dessie; she wasn’t like my first Yeerk, the one who taunted and teased me. Sure, she started that way, but it didn’t last very long, and there was always an awkward feel to her voice, like she was hesitant to do this from the beginning. Now she always speaks softly, a lot like how Applejack sometimes talks when I’m feeling down.

I pointed out.

Dessie huffed as we quickly ran through the corridors of the ship, ending up in a large mostly-empty room.

I said in awe.

Dessie muttered as she squirmed her way under a large abandoned storage crate. Above us the roof groaned from what I thought was something hard hitting it. Or at least I thought so.

I asked, not able to think of anything else.

Another explosion rocked the ship, though Dessie didn’t seem concerned.

I said excitedly.

Dessie said thoughtfully.

I shouted, a little angry.

Another massive explosion shook the ship, cutting Dessie off. For a moment we slid along the floor as the ship tilted over slightly, but it soon leveled out. Suddenly there was a groaning sound and I saw several of the crates begin to rock. Dessie must have noticed as well, because the next thing I knew we were rushing across the room as the crates came sliding down around us. My heart was pounding as we skidded to a stop against the wall and quickly turned around to survey the damage. Many of the crates had been smashed against the walls, spilling their contents on the floor. Mostly dust and rubble mixed with the splinters of wood, though there were a few off-coloured crystals and strange mechanical things as well.

“Well, that was nearly a disaster,” Dessie complained out loud. It still felt strange to me to hear my own voice without knowing what I was going to say. “Maybe the cargo hold ain’t such a good hidin’ spot after all.”

“Way ahead of ya, Appl—oh, no!” As she was talking, Dessie had turned towards the door, and I saw what she saw: seven or eight undamaged crates all stacked against the door.

Dessie said in my head again.

I asked.

Dessie didn’t sound too convincing.

“Somepony let me out!” Dessie cried, smashing my hooves against the crates once again. I could feel my raw throat and bruised hooves, but she wouldn’t stop no matter how much I begged.

I said calmly.

she said hastily.

I was silent for a while before asking

she said slowly.

She went silent again, so I decided to ask,

Dessie turned away from the crates blocking the door and looked around the cargo hold. There were no windows. No other doors that I could see.

Dessie said, breaking into my thoughts. There was a bitter tone to her voice.

I said hopefully.

Without warning a blast rocked the ship, sending us flying through the air from the impact. I crashed against the wall and crumpled in a heap on the floor. Dessie had barely scrambled to our hooves when the entire ship tilted upwards and we slid along the floor, smashing into the rear wall.

I asked frantically.

Dessie yelled, clearly afraid.

A horrific sound came from outside, like metal scraping against metal. I barely had time to register the noise when I lurched forward and lost my balance, falling on my face. The sound of wood snapping caught my attention and I whirled my head around in time to see one of the crates topple over on its side, the lid coming off in the process.

“Inside!” Dessie yelled, already moving my legs and running for the protection the crate offered. We had barely made it inside when another crate smashed against it, blocking us in.

I don’t know how long Dessie had us wait inside the crate, but it felt like forever. I had no idea what was going on outside, only that it suddenly got really hot really fast. Dessie said that the airship most likely caught fire, and I prayed to Celestia that she was wrong. Thanks to our positioning, and some form of added weight from the outside, we couldn’t get out from under the crate. So we both just sat there and waited, hoping that somepony would find us.

Dessie said. She sounded weak and far-away, which was weird since she was in my head and everything.

I said.

Dessie laughed, though it seemed forced.

Dessie went silent again, and I noticed that the heat was beginning to drop. I felt excited by this; if there was a fire then ponies were sure to take notice. They’d investigate and find us, and I could get Dessie back to someplace she could feed. And then we could find Applejack and her friends and tell them to get the Elements. There’d be no way the Yeerks could stop them!

Dessie chuckled, a bit of actual humour to her tone this time. For a moment I was upset; had she read my mind without asking permission? Or was she just continuing from what she’d said earlier?

I felt like the world had stopped. She couldn’t have said that. She didn’t say that. Because if she did then that meant...

She didn’t respond, and for the first time since I can remember I felt truly alone. I felt my head drop and heard a small sound next to me, like a wet sponge being dropped. Moments after I collapsed, unable to move. It took me a few seconds to realize what had happened and I awkwardly stood up. My legs felt like jelly and they were kind of numb; every movement I made was delayed, as if my own body didn’t remember how to move. Eventually I turned my head to the source of the sound and saw a pale slug-like creature thrashing violently.

“Dessie?” I slurred and shakily picked up the slug. “It’s ok...we’ll get you better...” I tried to lift her back to my ear but lost my balance and fell over, dropping her somewhere.

“Hello? Hello, is anypony down here?” a voice called. I didn’t recognize it, but it was still help.

“Help! In here!” I cried, stumbling to my hooves again and banged on the side. “Ah’m trapped!”

Almost as soon as my voice died away light flooded the crate and I instinctively shielded my eyes from it. I heard several stress filled grunts and then the sound of wood being tossed aside. By this point I felt strong enough to open my eyes, which I did, and was confronted by three shadowy figures. At first I felt like running, but then my eyes finished adjusting and the shapes before me changed into three royal guards.

“Miss Applebloom?” one of them asked and I nodded weakly. “We’re here to bring you to Canterlot on the request of Princess Luna and your sister.”

“Please,” I croaked. “Help mah friend.”

“There’s somepony else?” Another guard asked.

“Dessie,” I said, weakly raising my hoof to show them. But when I brought her up to my eye level I felt the weight of the world fall down on me. In my hoof was Dessie, no longer moving, and slowly withering away.

I couldn’t move. I couldn’t breathe. All I could think about was Dessie. I could feel tears welling up, but I couldn’t cry. All I could do was look at Dessie. One of the guards gently nudged me and I obediently followed, not really paying much attention. I tenderly placed Dessie onto my back, ignoring the strange looks some of the guards gave me. I climbed onto the carriage that the guards guided me onto, making sure Dessie was still on my back, and they took off towards Canterlot.

It wasn’t fair. Sure, the Yeerks were controlling ponies without permission, but not all of them were like that. Dessie was in charge of an entire group who didn’t want to continue this war, and now she was dead. I looked up at the castle ahead of us and gave a soft smile.

“Cutie Mark Crusader Avengers.”

Author's Note

Written by Samaru163 and Tricondon.

Chapter 40

Chapter 40

Luna

“...and then Prince Jake led the others into the Changeling Hive,” Twilight said. “We saw the Yeerk leader and she tried to infest us, but luckily we escaped before that. However, the Hive collapsed in the process. For all I know I’m the only one who got out.”

“Oh my, I hope no Changelings were hurt,” Fluttershy added softly.

“Changelings? What about Ja—er, Prince Jake?” Cassie asked, concern clearly evident in her voice. She had returned to her normal state and was currently seated next to her hawk companion on my bed. We had unanimously decided to take this conversation somewhere private, lest we be overheard. “Or Rachel? Or Applejack? Or the others?”

“I don’t know,” Twilight replied. “The last time I saw them they were heading into one of the smaller tunnels.”

Tobias mused. I made a mental note to do some research in this telepathic communication these aliens possessed; it could be quite a boon in the correct hooves.

“We are most displeased that thou attempted heroics without our assistance,” I began. “Surely a contingent of royal guards would have aided you greatly, if either my sister or myself were unable to leave Canterlot.”

“We didn’t have the time to contact you,” Cassie said. I must say, the more I saw these creatures the more they intrigued me. Even when not talking I found it hard to take my eyes from Cassie. “The Changelings attacked Ponyville and we had to get a group of refugees to safety.”

“Why did you not bring them here?” I asked, somewhat offended.

“We figured the Yeerks were going to come here next, which, as Twilight said, is why we went to the Changeling Hive,” Rarity continued. “And even if they weren’t, the Everfree Forest is on the far side of Ponyville from Canterlot. We would have to have gone over town to get here, which would have given the Changelings plenty of opportunities to attack us.”

“We’re wasting time!” Rainbow Dash cut in. “We shouldn’t be talking like this! Prince Jake and the others need our help! Why are we just sitting around here?”

“We can’t just go rushing back there without a plan,” Twilight said. “And besides, they’d be on high alert.”

“And we need to make sure Applebloom’s alright,” Cassie added.

Rainbow Dash went silent after that. The news that they’d lost Applejack’s sister had affected each of them, though Rainbow seemed to be taking it the worst. A hush fell over the room and everypony seemed determined to look at something besides each other. I stole a glance at the window, though I could not see the sun from where I was positioned.

The knowledge of these Yeerks shed new light on Celestia’s behaviour, and yet I could not shake the sensation that I had acted too rashly, too impulsively. It was obvious that Celestia had been acting careless towards our subjects, but was that truly enough of a reason for banishment? If Tia had been infested, as the aliens put it, then it should have been my duty to heal her, not deny her her freedom. And yet, Yeerks were supposed to be able to mimic their host’s actions; if she were infested, would I ever know? Unless her odd behaviour was her way of getting a message to me.

No, Luna, I silently admonished myself. You mustn’t begin second-guessing yourself now.

“Princess,” Twilight spoke, pulling me away from my thoughts. “Given the current situation, I think it would be best if you gave me and my friends the Elements of Harmony.”

“Hold it,” Pinkie said, “We don’t have Applejack. How could we even use our elements without her?”

“I could always morph Applejack?” Cassie said.

I shook my head at her. “It does not work in that manner, child. The Elements of Harmony bond to a pony by their characteristics, not their form.” Something stirred in the back of my mind and I turned to Twilight. “Though Pinkie does have a point. How do you plan to use the Elements without the Bearer of Honesty?”

Twilight didn’t respond right away, instead closing her eyes and inhaling slowly. “What I meant was—”

The sound of breaking glass cut Twilight off. I instinctively swung towards the sound, readying an array of spells. To my side I sensed Twilight doing the same.

“Cutie Mark Crusader Super Spy! Yeah!”

“Applebloom?” Rainbow asked, perking up.

I relaxed a little, letting my spells dissipate. “Child? Why did you not enter through the door? Also, how did you climb up here in the first place?”

“Oh, that was easy once the guards brought me inside,” she said proudly. “As fer the door, Ah couldn’t risk it. What with all these Yeerks around.”

“What?” I shouted, momentarily startled enough to lapse into the Royal Canterlot Voice. I took a few moments to compose myself before asking, “Are you insinuating that the castle is overthrown?”

Tobias said.

“Hold on a second,” Cassie interrupted. I looked around for her and eventually spotted her peeking out from behind the bed, curiously keeping a watchful eye on Applebloom. “Aren’t you a controller too, Applebloom? Why should other Yeerks worry you?”

The filly’s ears dropped to the side of her head. “Dessie... she died.”

“Dessie? Who’s Dessie?” Twilight asked.

“Desla. My Yeerk,” Applebloom said softly. “She died just before the guards found me.”

“She died? But...you appear to be perfectly fine,” Twilight said hesitantly. “Spike was rather out-of-sorts for a few hours.”

“Dessie... she sort of left me before she actually died. Ah guess she didn’t want me goin’ through it with her.”

Tobias interrupted.

“The Elements are kept in a chest behind a locked door that only Princess Celestia can open,” she explained methodically. “For their protection, of course.”

“You know, it has been bothering me. Where is Princess Celestia anyways?” Rarity asked. I steeled myself, willing my body not to betray my emotions.

“As We said, Our sister is away. We regret that she has elected to leave at this time, but We are certain she had her reasons.” Was I imagining things, or did Twilight hide a smirk? “But you needn’t worry. We are more than capable of opening the door ourselves.”

“We still need Applejack though,” Rainbow Dash protested.

“It will be more efficient to bring Applejack her Element rather than collecting her and coming back here,” Rarity explained. “Really, Rainbow, I do wish you’d think before speaking your mind.”

“Ah wanna come too!” Applebloom cried. “If mah sister’s in danger then Ah need ta help!”

I headed for the door and threw it open. “There is little point to arguing who gets to go until the Elements are securely in your hooves. Come, Twilight, let us make haste.”

“Right,” she replied. The rest of the element bearers nodded in unison and made their way out. Tobias spread his wings and Cassie got to her feet as well, but I shook my head at them.

“You two must remain here,” I said. “Neither of you are element bearers, and this one requires superveillance.” I made a small nod towards Applebloom. The filly looked at Cassie in awe.

“What’re you? You’re not an Andalite, are ya?”

“No, I’m not,” Cassie began. I smiled and used my magic to draw the curtains over the damaged window before departing after Twilight and her friends. They hadn’t covered much ground, so I was able to catch up fairly easily.

We walked in silence for a time, only breaking it when We accepted a greeting from a palace guard or staff. I remembered Applebloom’s words, and wondered just how many of these courteous greetings were truly intended. How many of these smiles were masks, playing the part until the opportune moment. Is this how Celestia felt?

Finally we approached the lavender double-doors that lead into the Hall of the Elements. Effortlessly I opened the door, revealing the long red carpet that covered the floor and the single door at the far end, easily distinguished by its violet, lavender, and magenta colouring. The element bearers quickened their paces, but I found myself slowing to stare at several of the stained glass windows that bordered us. Each one depicted a historical event where the Elements of Harmony had been used to safeguard our nation.

Twilight was the first to reach the door and turned around, looking at me impatiently. Something about her seemed strange, yet I wrote it off as her wanting to save her friends without further delay. Prying my eyes away from the glass images I hurried over to the door, lowering my head to the small, golden star shaped hole in its center. Carefully I inserted my horn into the lock and channeled my magic before quickly stepping back. As I did, the lines that divided the colours on the door began to glow bright blue, even projecting the light outwards towards us as the door slowly opened to reveal a small jeweled box.

“Can I have the box this time?” Rarity asked innocently. Everypony turned to her with unamused expressions on their faces. “Hehe, of course, after we save Equestria, that is.”

I levitated the box forward and opened it, revealing the five necklaces and single tiara that are the Elements of Harmony. “Here you go, Twilight Sparkle. You and your friends must save Equestria from this new threat.”

I carefully levitated the Elements out of their container and began placing them on their respective bearers. I finished by placing Twilights on her and then passing Applejack’s element to her. However, no sooner had the tiara touched her head when it began to shine intensely. The other five followed it, and a thin rainbow light began connecting them. Before any of us could try and interject, the Elements emitted a burst of blinding light. I heard myself cry in surprise and instinctively used my wings to block my face.

The light passed as quickly as it came, and I hesitantly peeked out from behind my wing. Twilight and her friends seemed disoriented and confused, though I could hardly blame them. “What was that all about?” I wondered aloud.

“The Elements!” Twilight cried. It was then that I realized that neither her nor any of the other bearers had their elements present. Even the Element of Honesty was missing. I quickly glanced around, hoping that they had merely fallen off in the blinding light, but to no avail.

The Elements were gone.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 41

Chapter 41

Rachel

Being so deep underground unnerves me. Whenever we go below the surface it’s either a raid on a Yeerk Pool or...no, that’s pretty much the only reason these days. Of course, it wasn’t just that which bothered me at the moment. These Changelings were so similar to insects; their appearance, their home, they even obey a queen. Just being in the tunnels brought back unpleasant memories. So you can probably imagine my immense relief when that eerie green glow finally gave way to true sunlight.

I inhaled greedily and relished in the feeling of fresh air filling my lungs for what felt like forever. The sun was still pretty high in the sky and shone over some pretty barren landscape. There weren’t any trees, mostly rock formations and the odd dead bush. Turning back, I saw that we’d emerged from a concealed entrance between a rocky outcrop.

“Ah, feels good t’see the sun again,” Applejack said, bounding out of the darkness and into the light. Marco and Jake followed soon after her, both of them shielding their eyes from the sudden flash of sunlight.

“Yes, I must admit a certain fondness for its warmth as well,” the queen Changeling said as she came out, still leaning against Ax.

“Yes, the sun’s nice, but do you know where we are?” Marco asked with a hint of impatience.

“We are several kilohooves north of the main Hive entrance,” the queen explained patiently. “I had this tunnel made not long after my coronation, in case there was ever an upheaval. It’s always good to have an exit strategy after all.”

Kilohooves... You know, one really had to wonder just how far the horse-related puns stretched on this planet. Marco could probably get a decent job naming new towns and items for a living.

“So, how do we get back to the airship? I’m not exactly looking forward to walking back into a battle.” Jake paced back and forth as he spoke.

“Hold up. What about Twilight? We can’t just leave her down in the Hive alone,” Applejack protested.

“We don’t have the time to go back and look,” Jake continued, though he’d lowered his tone to a more compassionate one. “She’s smart, so hopefully she can find her own way out and meet up with us.”

“Twilight?” the queen asked, a familiar note in her voice. “You don’t mean Twilight Sparkle, do you?” At a nod from Applejack, she gave a huff and stared at the ground. “She saw through my ruse at Canterlot, forced me into a position where I’d accept the Yeerks, and now she brought my saviors to me. I’m not sure whether I should hate her or reward her.”

“Purple unicorn saved Queen,” Illusion said, catching me off guard. I’d almost forgotten he was still with us. “Purple unicorn should be rewarded.”

“I suppose you have a valid point, Drone. What happened to her, anyways?”

“We got separated when the Hive collapsed,” Applejack quickly explained. “Ah hope she got out ok.”

“Given her magical capabilities, I am inclined to agree with your Prince’s statement.” Her face scrunched up in thought for a moment. “Unless...”

“Unless what?” I prodded.

“This area isn’t safe,” she replied. “I’ll explain it to you once we’re away from unwanted ears.”

Ax added afterwards.

Jake nodded and turned to the queen. “Do you know anywhere more private?”

“Yes, in those nearby mountains is one of several safe houses for my Changelings if they’re caught up in a dust storm whilst on patrols,” the queen said. “It should serve our purpose well.”

“Alright, we’ll head there,” Jake said. “Ah, but someone should head back south to notify Rainbow that we’ll need a pick-up.”

“I’ll do it,” I immediately volunteered. “I’m the only one of us with a flying pony morph.”

“Too risky, if you’d go you’re going as bird of prey,” Jake replied.

“Hold up, the Yeerks would be on red alert after our little stunt,” Marco added. “Anything unusual or out-of-place would certainly warrant investigation. Heck, they’d probably just shoot anything that flies by.”

“Not if what flies by is something they feel they can trust,” the queen said. At first I was a little confused, but then I saw she was gesturing towards Illusion. And yeah, a Changeling around their hive did make sense, but I couldn’t help feeling a little insulted. Illusion, for his part, was practically aglow with pride.

“Yes! I fetch rainbow pony!” Without another word and before anyone could protest, he took off.

The trip to the Changeling safe house wasn’t overly long. It was about halfway up the mountainside and concealed behind a triangular rock which — at first glance — looked like any other stone. But if you looked carefully it actually resembled a crooked horn along the lines of what the Changeling queen had. Beyond it the area was fairly roomy, for a Changeling. We were all able to fit inside but I couldn’t even extend my arms halfway before bumping into Ax or Applejack. Not to mention that the only source of light was another of those weird glowing mosses from the Changeling’s Hive. I briefly wondered if there were anything like Changeling farmers growing this moss.

After we were all inside the cramped space, the queen looked at all of us and cleared her throat. “I think, given what has recently transpired, that it would be wise for me to tell you what I know.” I bit back a sarcastic retort, hoping Marco would as well.

“After my infestation by the Yeerk who called herself Visser Seven, they began taking over my Changeling soldiers at an alarming rate. Once enough of them were controllers, the Visser instructed them to travel to the nearby towns to infest a sizable populations of ponies. Though she knew that even if she got nearly half the population of Equestria, she couldn’t take the land as long as The Princesses were in power.

“She spent a long time trying to figure out how to remove that problem, since there wasn’t any way she could get a controller into Canterlot and infest either of them normally. That is, until the weapon ship she had sent for crashed into their palace.” I saw Jake pinch the bridge of his nose out of the corner of my eye, but the queen continued, “The confusion allowed several controllers to sneak into Canterlot and infest a few hosts, but the Princesses eluded her grasp. Even so, this gave her the opportunity to move operations closer to Ponyville and acquire even more host bodies.”

“Hang on a moment,” Marco interrupted. “Why go the subtle route? If the Princesses are the only things standing in the Visser’s way, why not just attack with a Blade Ship?”

Ax added.

“Simple, the Elements of Harmony,” Chrysalis replied, as if it were the most obvious answer in the world. “If the Visser were to attack in force, the Elements might be used against them. She wanted the Elements in her possession before attempting a full-scale invasion.”

Ax said thoughtfully.

“But the Elements aren’t destructive at all,” Applejack interjected.

“Not the point,” Jake cut in. “If the only things keeping the Visser from bringing her ship down and attacking in force are the Princesses and the Elements, I say we do what we can to keep them out of her hands.”

No sooner had Jake’s voice died down did the room burst into light, a far brighter, white, pure light than the eerie green glow of the moss. Strangely, the light didn’t sting or blind me in any way, though I did throw up an arm in front of my face out of instinct. It only lasted a moment and soon the cave was as dark as ever; even the moss seemed to take a few seconds to realize it was no longer glowing.

Ax said, breaking the silence.

“Oh mah stars,” Applejack gasped. I turned towards her and saw that a golden necklace with an orange apple shaped gemstone was now fashioned around her neck. Next to her were four similar necklaces — though the gemstones were different colours and shapes — and a single tiara.

“The Elements? Here? Now?” Chrysalis cried, jumping up in shock, only to cry out in pain and slump against the wall once more.

Ax asked in a strange mixture of disappointment and surprise.

“These ain’t just any pieces o’ jewelry,” Applejack said. “There are the most powerful items in Equestria. There’s plenty o’ reasons t’ be scared of ‘em.”

Before Ax could reply there was a single sharp tap from the rock blocking the entrance. The Changeling queen looked to it and used her magic to help slide it aside. The cave was then flooded with sunlight as Illusion walked in, a sour, unpleasant look on his face.

“Rainbow...gone...” he gasped out, his chest heaving. “Ship missing...”

“Did you see any clue as to where they went?” Jake asked. “Anything that would say if they got away or not?”

Illusion shook his head. “No clues.... nothing...” He gasped for breath a few more times. “Changelings...gone too...”

“Well of course they’re gone,” I said. “We tore down their Hive and sent them scattering.”

“If they’re worth anything, they should be busy at work repairing the damage you did,” the queen snapped at me.

“Calm down, both of you,” Marco said. “Looking over what we’ve done already is great, two thumbs up people, but we need to focus on the next step now. Like why did these Element things come to us anyways?”

Ax said.

“Maybe the Princess sent em to us?” Applejack said.

“Why would she do that?” I asked. “Twilight said that they only work on you six, but we only have you with us.”

“And why all of them anyways?” Marco wondered. “If anything, what she should have done is sent each Element to whomever it belongs to. That is how these things work, right?” he added after a moment’s thought.

“Oh dear.”

We all turned to look at the queen Changeling. Her forehead was creased with worry and she barely managing to keep a calm facade.

Ax asked, to which the queen nodded.

“Yes. The Visser wanted to get close to the Princesses and the Elements. If Twilight Sparkle...if she were-”

“No! Twi couldn’t betray the Princess!” Applejack interrupted. “Ah know her!”

“You’re suggesting Twilight is a controller?” Jake asked, ignoring Applejack’s outburst. “That would make some sense; she could have easily escaped with her magic and found the others.”

“Convinces Rainbow to leave us behind and goes straight to Canterlot. No one suspects a thing from her,” I added. “But something goes wrong, the Princess discovers her ruse, and sends the Elements away, out of her reach.”

“Oh, this is bad,” Marco whined. “Twilight knows about us. Two minutes back on the Blade Ship, and Visser Three knows about us as well.”

“You don’t know Twilight’s a controller!” Applejack shouted, somewhat desperate. “She...she can’t be...”

Ax said.

Jake walked over and picked up one of the necklaces, passing it between his hands curiously. “Then we’ve got to stop the Visser before that happens.” A small smile slowly formed on his face, and he looked at the queen. “Maybe there’s a way we can trick her.”

The queen shook her head. “I am still far too weak to be of much use.”

I barked out a laugh, clueing in on Jake’s half-formed plan. “You want to acquire a Changeling now, Jake?”

“Hold on a sec, Ah thought yah ha d t’ ask fer permission?” Applejack said.

The queen looked between us in confusion, but that quickly gave way to realization and she grinned. “If it means liberating my Hive, then I consent. So long as you promise not to abuse my form.”

She took an uneasy step towards us before Illusion rushed to her side for support. She stopped in front of Jake, who carefully stuck a hand out and placed it on her neck. I nearly thought she was going to fall over from the acquiring trance, but managed to stay upright. After a moment he backed away and Ax stepped forward, followed after by Marco and finally me.

“Yah mind if Ah look away fer this?” Applejack asked as she gathered the other five Elements together and placed them under her hat.

“Sure, this will probably be unpleasant anyway,” I said before focusing on the new Changeling DNA in my system. Almost instantly I felt my bones begin to liquefy and vanish. Pretty soon I found it incredibly difficult to stand, what with my organs sloshing around inside me and my legs feeling like jello. Tiny pinpricks began to form on my arms, quickly expanding until there were massive holes going right through my body. I took the time to look at the floor through them before my skin darkened to black and became a hard, yet still flexible chitin. I can only imagine how silly I must have looked right now, being a human, insect, and swiss cheese hybrid.

I felt a popping sensation from my back and swerved my head around. Sticking out of my back were a huge pair of transparent insect wings. Suddenly my back gave way and I was forced into a quadrupedal stance as the exoskeleton around my midsection hardened and turned a swampy green. My hair also turned that colour and lengthened down my back, as well as shoot out from the base of my spine. It seemed to grow naturally tangled, and even left several opening in itself to match my legs. My face then extended into a muzzle and a large, crooked horn shot from my forehead. Finally, my fingers and toes whittled away while my eyes grew and my teeth sharpened into fangs.

I stood there for a moment after the morph was completed. The dark cave suddenly seemed brighter; the corners were plainly visible and no longer vanished into shadows. And yet, even as I stood there something seemed...off. I couldn’t place precisely what was wrong, but it felt as if some part of me was simply missing. I was dimly aware of other Changelings nearby, but paid them no mind. I was incomplete, unfinished.

No, there was a pony close by as well. It stood out like a beacon and I found myself drawn towards it, that sensation of missing going away as I neared.

“Uh, can Ah help you?”

The voice broke into my thoughts and I awkwardly stepped back, giving a shake of my head. “Ugh, wow, sorry Applejack. Lost it for a moment.”

“This is a most peculiar morph,” one of the queens said. From the tone I’d guess it was Ax. Behind me the real queen laughed and I turned to see her staring at me with a warm smile.

“You were acting like a Hunter on its first feed. Very amusing to see myself do that.”

I grinned back to her, but then something else caught my attention. Illusion was hyperventilating and whipping his head between each of us so fast I half-expected it to just fall off. His wings were fluttering madly and a very high pitched buzzing sound was coming from his mouth.

“Bzzzz... Five Queen... Can’t be five Queen. Who to serve? Who to protect? Can’t be five Queen! Bzzz!”

“And Ah thought seeing two o’me was bad enough,” Applejack muttered.

“Speaking of that, shall we get to saving Cassie and Tobias?” I asked.

“What about mah friends?” Applejack asked.

“I was getting to them.”

Jake looked at the queen. “You can manage here until we get back, right?”

She nodded. “Yes, I believe I shall manage so long as my Drone assists me.”

I looked back at Illusion, who hadn’t changed in the slightest. “Then I think we’d better get going before he has an aneurysm.”

Jake nodded and looked at the rock blocking the door. His horn began to glow a sickly green as he channeled magic into it and moved the rock aside. Carefully we all exited the cave, with the exception of Illusion and the real queen, and sealed it back up.

“Ax, you think we can make it to the capital within two hours?” Jake asked.

“I am uncertain. From what I have seen these Changelings fly quite well, and are much faster than the airship. Still, we have much ground to cover. The possibility of exhaustion claiming us before then is quite high.”

“So why are we wasting time talking? Let’s do it!” My wings buzzed to life and I fluttered into the air. Quickly I wrapped my hooves around Applejack’s midsection and took off towards Canterlot.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 42

Chapter 42

Rarity

Hysteria.

That was the only way to describe what was happening, besides myself and Princess Luna of course. A lady doesn’t panic so outwardly. The others, well, they were another story entirely. Rainbow Dash was wide-eyed and darting desperately around the room, trying to find some trace of the missing Elements. Pinkie Pie was over with Fluttershy, who was hyperventilating, and trying her best to bring her back to her senses. Twilight was handling it the worst of all. The poor dear’s irises had shrunken to tiny specks, and her muscles were giving involuntary twitches in her face and legs.

“Princess Luna,” Twilight finally said, “are you absolutely certain that those were the Elements?” She looked at the Princess pleadingly. “Celestia never made fakes?”

“Of course they were real,” Princess Luna said. “Does thou think We would jest in such a dire matter as this?”

“Then why did they disappear?” Twilight hissed through gritted teeth.

An idea sparked in my mind unbidden. It was as if, all at once, a puzzle I wasn’t even aware I was working on had simply solved itself. Twilight and Princess Luna continued to argue, but I tuned them out and delved into my thoughts.

“Did you accidentally cast a spell to send them away?” Rainbow asked.

“Why would I do such a thing?” Twilight retorted, clearly offended.

Well, tuned them out as best I could, at least.

Prince Jake, his warriors, Applejack, and Twilight all went into the Changeling Hive. According to Illusion, the Hive was overrun by Yeerks. Twilight was the only one to come out.

“Applejack’s not here. Maybe that had something to do with it?” Pinkie put in, still consoling Fluttershy.

I ran the idea across my mind again and again, trying to find some flaw in it. It couldn’t be true, and yet it made so much sense.

“What are you saying? Applejack stole the Elements somehow?” Twilight shot back.

“How in the hay would Applejack steal them?” Rainbow replied. “And why? She’d be further away from using them than we were.”

“Don’t you think this charade has gone on long enough?” I spoke up, loud enough to let my voice be heard without screaming. Every pony stopped arguing and looked towards me. At that moment I felt more than a little uneasy. If, per chance, what I was thinking wasn’t true, it would just lead to more argument and discord — and there was certainly more than enough as it was. Still, if I was right...

I inhaled deeply, closing my eye. “One of us is not who she claims to be.” I opened them and glared at my suspect. “Isn’t that right, Twilight Sparkle?”

Twilight turned to me with a look of bewilderment. “What are you talking about, Rarity?”

“Arguing with the Princess. Arguing with us. I haven’t heard a single helpful comment from you since we arrived.” I took a step forward. “So unlike Twilight, if I may say.”

“The Elements are gone, Rarity. Or hadn’t you noticed?” Twilight said slowly. Was I seeing things, or was there something off about the way she was looking at me? “I think I’m handling things fairly well, all things considered.

“You have been acting odd lately,” Fluttershy quietly added.

Twilight turned to face her, a look of betrayal forming on her face. Fluttershy gave a small ‘eep’ and hid most of her face behind her mane, muttering an apology. Out of the corner of my eye, I also noticed Princess Luna was staring at Twilight intently. It was almost like she was going over her every movement in greater detail. A faint midnight-blue aura was also beginning to surround her horn — not enough to cast a spell right away, mind you. This was a slower process of channeling magic into one’s horn, a sort of preparation against unpredictability.

“So which are you?” Rainbow asked tartly. “Changeling? Yeerk?”

Twilight gasped as if insulted. “Rainbow Dash! Why would you even joke about something like that?” Nopony said anything, all of us staring at Twilight. She looked at each of us, then focused her gaze on me. “Alright, Rarity, how do I go about proving my innocence to you?”

I pondered hard on her question. How does one convince you that they’re not a creature capable of mimicking the exact personality of another? I silently admonished myself for not getting Twilight to teach me her detection spell when we had the chance. Suddenly, I felt a spark of creativity, and my eyes widened at the sheer brilliance of it.

“Princess Luna, do you by any chance know a spell to detect lifeforms?”

The Princess’s eyes looked to the side as she searched her memories. “Yes, we know of the spell you speak of. This is the one Twilight Sparkle first used to discover the Yeerks?” I nodded graciously and the Princess returned it. “Very well. We shall administer the test to Twilight. We hope you have an agreeable reason for your distrust, though, should We find nothing wrong.”

Twilight looked like she was about to protest but decided to swallow her words instead. She obviously didn’t want to say anything that would put her in an even worse situation. She didn’t make a single sound as Luna gathered the magic needed in her horn and closed her eyes.

Suddenly, I felt the ground shake beneath me. My hooves gave way and I fell on my side, Rainbow and Princess Luna soon following. Pinkie Pie was the only one unaffected by the shaking. I unsteadily climbed to my hooves and looked around, only to spy Twilight at the end of the hall, running away.

“Hey! She’s getting away!” I cried, feeling my heart sink with despair that I was right. In no time at all Twilight had reached the doors and was already in the midst of opening them with her magic. That’s when she cried in shock and was lifted into the air by a midnight-blue aura. I saw Twilight’s own horn light up and was about to warn Princess Luna, but there was no need. In the time it took me to open my mouth ‘Twilight’ was suddenly surrounded by glowing purple tendrils of light, suspended in the air.

“That is far enough, imposter.”

‘Twilight’ didn’t seem to care and continued to struggle against her restraints. Princess Luna calmly stood and turned to the rest of us. “Do not fear. Her cage nullifies magic. She will not be escaping any time soon.” She turned and began heading in another direction. “Now, let us discover what has broken my concentration.”

As if on cue the doors burst open, and the five of us turned to see. Standing between the open doors were Cassie and Tobias — in their respective Applejack and Fluttershy forms, of course. Applebloom was also huddled between them, looking quite confused at the whole affair.

“Guys, we have a serious problem on our hands,” Tobias said. He then took notice of ‘Twilight’ and seemed to ask for an explanation simply through appearance. Which, I’ll admit, was rather interesting to see from Fluttershy.

“She’s a fake! She’s like, Thgiliwt!” Pinkie sputtered. How she managed to actually pronounce Twilight’s name backwards is a feat only Pinkie can do.

“She’s a controller?” Tobias asked, clearly shocked. “How did you find out? When did this happen?”

“Later, right now, tell us what’s going on,” Rainbow said. “What’s up with the castle shaking?”

“It’s the Yeerks,” Cassie said. “They got inside the castle and are attacking the guards! They blew out a wall!”

Princess Luna flared her wings, looking as mad as I’ve ever seen her. “They dare to attack?! Quickly, my little ponies, run to safety!”

“Like where?” Tobias asked, his voice on edge. I didn’t blame him, if these horrid creatures had gotten into the castle, then how much longer did we truly have?

“We’ve prepared for such times as these,” Princess Luna replied. “In the east wing, behind a marble statue of a pegasus guard, is a pathway that leads to hidden catacombs below the castle. They run deep into the mountain and possess many exits and entrances known to select few.”

Following her orders, we all rushed towards the exit. However, just before I got within leaping distance I turned my head back around and noticed that the Princess hadn’t moved.

“Princess Luna, aren’t you coming?”

She shook her head. “We must alert the rest of Our subjects of this attack. For that, it is better to travel alone.” Her horn glowed a moment and Twilight, still in her cage, floated over to me. “Take her with you. We will deal with her situation later.”

‘Twilight’ looked at me as I took control of her prison, changing the midnight-blue to a brighter and livelier shade. Rather than look worried or afraid, she seemed rather smug, arrogant even. It was almost insulting to everything the Twilight Sparkle I knew stood for.

“Rarity, come on!” Rainbow shouted, looking back over her shoulder. I gave my head a quick shake and fully acquired control over ‘Twilight’s’ prison. Then, with one last look to the Princess, I went off after the others.

“Your Princess will lose, you know,” ‘Twilight’ chuckled mirthlessly. “Things didn’t go exactly according to plan, but there’s no way you can stop us.”

I huffed and held my head high, ignoring the obvious fake and caught up with everypony else.

“Which way is it?” Cassie asked. Rainbow said nothing, instead running down the hallways. I sighed and trotted after her as quickly as I could. In the distance I could hear the sounds of battle and tried very hard to block them out.

“Let’s see, we’re in the Hall of the Elements, so we’re in the west wing of the castle,” I said while going over my memory of the castle layout. I didn’t want to remember anything incorrectly and send us straight into a dead end, or worse. It was fortunate I knew the castle as well as I did, for the first three-way turn we came to Rainbow stopped and looked down each path in confusion. I rushed past her down what I hoped was the right path and she ceded to my knowledge, albeit reluctantly.

“So these catacombs we’re headed for,” Tobias gasped out as he ran. “Where do they lead out?”

“They lead to these giant crystals underneath the castle!” Pinkie explained. “They’re so pretty, too!”

“Hold on a minute!” Applebloom yelled, screeching to a stop. “Ya’ll ain’t talkin’ ‘bout the crystal caverns, are ya?”

“Yeah, we are,” Rainbow said. “Now c’mon, kid, we’ve gotta get there before we get caught.”

“No!” Applebloom cried, terror creeping into her voice. “No, you can’t! That’s where the Yeerks are! They got the location from the Changeling Queen’s memory!”

Everypony stopped. For a few seconds that felt closer to hours nopony talked, and the entirety of the situation seemed to crash down upon us. I saw ‘Twilight’ looking back at me, still with the same smug grin. She gave me a subtle nod and gave that humourless laugh again. “Surrender now and I’ll consider sparing your lives. I may even give you to one of my sub-Vissers.”

“Visser Seven.” Tobias stepped towards ‘Twilight,’ his face curiously blank and his eyes reflecting that cold demeanor of a hawk.

“Tobias, a hawk, and Cassie, a human child,” the Visser gave a soft chuckle. “It’s a very strange universe we live in. Both on your homeworld and this land of ponies, you six continue to be a nuisance. I admire the tenacity and spirit you six have, truly I do, but even you must know when to stand down.” She then laughed coldly, yet it sounded so much like Twilight’s own laugh that it made my skin crawl. “Can you imagine Visser Three still believes you to be Andalites? Imagine how furious he’ll be when he discovers I’ve not only captured an entire planet, but the so-called ‘Andalite Bandits’ that have plagued him for so long. I may even get promoted to the Council!”

“My, my, my, what boasting,” I said. “Why, the only pony I know who even comes remotely close to you was a lowly performer who ended up alone and friendless.”

“We can talk about her ego for as long as we want once we’re out of harms way,” Rainbow Dash said, interrupting the Visser’s tirade. “Now, does anypony know of another way-”

TSEEEW!

I gave a very un-ladylike shriek and leapt backwards just as a column came crashing down where I used to be standing. Shakingly, I looked down the hallway to see a group of ten humans and three of those monstrous lizard beasts. Each of them held one of those Dracon Beam thingies, and were aiming them directly at us.

“Oh, geez, RUN!” Cassie yelled, turning tail before her voice had died out. The rest of us followed her example just as the Controllers began firing. I saw Tobias’s tail get singed off at its base, and several beams fired mere inches from my head. Luckily the hallways split off in three directions again, and we each separated. I ended up alongside Cassie as we both took the right path, with Rainbow and Tobias going left and Pinkie, Fluttershy, and Applebloom continuing straight.

“Over here! This way, you meandering idiots!” the Visser shouted, catching me off guard as I’d nearly forgotten I was dragging her along with me. I didn’t want to risk turning around to see how many of the Controllers had heard her, but from the sounds of things it was most.

We turned as often as we could, denying the humans from getting a clear view of us. If I knew a way to silence the Visser I would have done so willingly, but I never studied magic as Twilight had. It was already hard enough to both keep her contained and force my legs to keep moving, so her constant shouting to soldiers was most unwelcome.

My sides were beginning to burn from the chase, and though I was loathe to admit it, I was lost as well. I had not kept track of the turns we had made and was essentially running blind. I doubted Cassie would be much help, and I knew the Visser was unlikely to aid us. A two way turn appeared, and I went with my intuition and turned left, only to feel my resolve finally give way when we were greated by a short hallway that ended in a single window. I tried to turn around as quickly as I could and make for the other path, but my heart fell as six humans blocked the hallway, holding those ghastly Dracon Beams at us.

“The unicorn! Shoot the unicorn!” the Visser screamed, quickly amending it to “The white unicorn! Don’t shoot me!”

I barely had time to comprehend the message I’d received when I felt the sunlight cease to shine through the window. Quickly Cassie and I dropped to the floor — making sure to pull the Visser with me, of course — as a large, green scaled arm smashed through the window and impacted with the crowd. It didn’t crush them, but it did send them all flying into the surrounding walls. The arm retracted and a very smug-looking dragon eye peered through the window.

Rachel said with a laugh.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 43

Chapter 43

Starring: the Amazing Marco!

I have to hand it to these Changelings. Sure, they might be freaky bug ponies with swiss cheese for legs, but they had some great wingpower behind them. We were covering twice the distance than we were in that hulking airship, though admittedly the extra work was taking a toll on our wing muscles. Three times already we had to stop and rest up from nearly over-exerting ourselves, but only had to re-morph once. Not because we’d almost reached the limit, but rather because one of Rachel’s weakened wings was nearly torn off during a sudden updraft. So we all figured to play it safe and renew our morphs. Still, Ax said we reached the end of the badlands in less than an hour, even with all the stops. And I got to say, the sight of actual plants was quite welcoming after nothing but sand and dead earth.

“Prince Jake, at our current speed I estimate we will reach the castle in approximately ten of the current minutes.”

“Hey, look over there,” Rachel said, extending one of her legs for us to follow. “It’s that broken-down castle we were hiding in.”

“Ah prefered seein’ it from th’ ground!” Applejack cried, clinging tightly to Rachel with one leg and keeping the other firmly over her hat.

“Jake, do you think this Changeling morph is really gonna be that useful?” Rachel asked. “Maybe we should find something with a bit more punch to it.”

Jake considered for a moment before turning to Applejack. “You know if there’s anything in there we can use?”

“The Everfree? It’s filled with horrible monsters. Ah wouldn’t recommend spendin’ too much time there m’self.”

“A creepy place filled with nothing but horrible monsters that want to kill and or mutilate us. Sounds like our kind of place,” I added.

“We did not encounter any dangerous wildlife during our stay,” Ax pointed out. “Except Pinkie Pie.”

“We barely went into the forest when we stayed there,” Rachel said. “Besides, you all saw how effective Tobias was as that firebird. This is the opportune moment.”

Jake nodded. “Alright, we’ll do a quick flyby and see what we spot. If we’re lucky we can get some new morphs, but if not we’re going straight to the castle. We can’t afford to waste much more time.”

“I suggest we split up, Prince Jake, to search more of the forest area,” Ax said after a moment’s thought. “We are more likely to spot something if we are spread out.”

“Already on it,” Rachel said with a whoop, swerving off to the left — and apparently forgetting about her passenger. Applejack was caught completely off guard and instantly brought both hooves over her hat. Unfortunately, she forgot that she needed to keep a hold on Rachel and ended up falling. The shock caused her to lose her grip on her hat and flail all four limbs wildly, allowing her hat to go flying in the wind. The moment it left her head two necklaces — one with a diamond on it and the other a lightning bolt — came tumbling out.

With barely a thought I angled down and neatly caught her before she fell too far, though I had barely gotten a grip on her before she cried out “The Elements! Get the Elements!”

“You’re welcome, Applejack,” I said cheerfully. Once she’d gotten a grip on me I flew off after her hat and managed to catch it before any more Elements could fall out. I looked around for the two that I saw fall out and only managed to spy them by the glint of the sun reflecting off. Both of them had landed in the top branches of a tree, easily retrieved. I flew down — slowly, so I wouldn’t drop Applejack as Rachel had done — and grabbed the dropped Elements, returning them to her.

“Ah really prefer walkin’ after that,” Applejack sputtered, still noticeably shaken.

“Try going through Z-Space some time. You’ll want to anchor yourself to the earth after that.”

“Ah think Ah’ll stay on mah farm if that’s alright with you.” She shook her head before placing her hat back on, then looked around. “Where’d that no-good Rachel get off to?”

“Probably off to acquire the first thing that tries to rip her apart,” I replied. I thought for a moment, wondering what else existed on this planet. “So, probably a gryphon or a dragon.”

As if on cue there was a thunderous roar off in the distance. I jerked my head towards the sound and easily spotted a mass of green scales leap into the air, bursting from the trees. Massive wings unfurled, forcing all the trees around them to tremble from the hurricane winds they produced. A wicked head dominated by a savage snarl was darting around angrily; even from this distance I could see the smoke slowly flowing from between its fangs and out its nostrils.

I let out a long sigh and looked skywards. “You know, I was only joking!”

“Keep quiet,” Applejack said. “And get low, do ya want it t’ spot us?”

“Impossible,” Ax said, nearly startling me by how quickly and quietly he appeared. “The wing-to-body ratio is too great. Its weight alone would prevent it from reaching flight from a standing position. The square-cube law should crush its own ribcage just from existing. There is no plausible way such a creature could sustain flight.”

“Ax,” I said, calmly gesturing to Applejack. “World of magic talking ponies, shut up.”

“Tell me that ain’t Rachel out there, too,” Applejack whispered, motioning towards the dragon. Following her hoof I made out a small black dot approaching its long neck. The dragon didn’t seem to notice her, or maybe it just didn’t care. It was circling over the trees now, watching the forest with those wicked eyes.

“She’s absolutely crazy!” I half-shouted; then again, this was Rachel we were talking about.

“Do you think she will be able to acquire this creature?” Ax asked, still staring at the dragon with disbelief.

“Maybe, but we’re following after, just in case,” Jake replied.

I nodded and began flying towards the dragon, keeping low to the trees and wishing Changelings had the same incredible eyesight that hawks did. It looked like Rachel had managed to land on one of the massive spines on the dragon’s neck and was demorphing as fast as she could. The dragon continued to pay her no mind; instead, it fixated all its attention around a certain section of the woods, and the corners of its mouth twisted upwards into a vicious grin. Then, without warning, it descended towards the trees, thrusting its arms forward and causing the sun to glint on its vicious claws. The whole thing lasted a second — amazing for something of that size — and when it returned to its previous altitude there was something speared on one claw. It looked like some sort of deer, but was about three times as big and coloured bright green. Not to mention it had feathered wings replacing its front hooves.

“Woah! Turn ‘round, your Highness! I ain’t gonna be on no dragon’s menu!”

“Just watch, Applejack,” Jake said. I nodded to her, noticing that Rachel had finished demorphing as well and was holding onto the spine with both hands. The dragon stopped flapping its wings, though did manage to keep them open in a glide. The rest of it entered the calm, dreamlike state that everything goes into whilst being acquired.

“Man, imagine how much help that thing will be back on Earth,” I said to Jake.

“So long as Rachel can keep it under control. And we don’t get the military hunting her down.”

We watched in silence as Rachel quickly remorphed the Changeling queen and flew over to us. The dragon quickly recovered from the trance and shook its head briskly. It then took notice that it was gliding dangerously close to the treetops and beat its wings furiously in an attempt to gain altitude — which it did. However, the kill it made slid off of its claw from the sudden ascension and fell into the forest. When the dragon caught sight of this it let loose a furious roar, orange fire gushing forth and into the sky. Applejack gave a cry of alarm, huddling close to me.

“Aw yeah, now this will be a fun morph!” Rachel cried exuberantly, pausing only for a moment to grin at me before turning and headed for the glittering walls of the castle in the distance. Jake followed shortly after, which pretty much solidified that our trip to get local morphs was all but over. I gave an unhappy grunt and followed after them.

“I wanted something, too...”

The trip over the forest took considerably less than the trip out of the badlands. It was only a matter of minutes after leaving the dragon that we spotted the glittering walls of the mountain-side castle. Actually, the castle part was the section that actually hung over the cliff. The rest was a walled city. I had to admit that these ponies were marvelous engineers, assuming they actually built the castle. Even the finest human minds would have difficulty supporting a cliffside castle as it was. But I guess when you have magic everything suddenly becomes a lot simpler.

A smile crossed my features and I turned to my side slightly. “Hey, Rachel, do you think people would pay a lot to come here and—” I stopped mid-sentence, since I was speaking to the air. In confusion I slowed down, looking around. Jake and Ax were still ahead of me, but Rachel was missing. Had the dragon somehow found us and managed to take her out without alerting any of us?

“Prince Jake,” Ax said suddenly. “Yeerk ships are approaching from orbit.”

Instantly I looked skywards. Sure enough, several bug fighters were descending near the far side of the mountains and out of sight from the city.

“We gotta get to the city!” Applejack cried. “Twilight’s in trouble!”

“I think everyone’s going to be in trouble at this rate,” I said, urging myself forward faster, but not for very long as I ended up stopping again when a mass of smoke billowed from the corner of my eye. Turning to look, I saw a massive pile of wood and metal burning in the center of a rather large valley. Even among the flames I spotted the large, torn balloon draped over a crumpled hull. “Oh...that’s bad news.”

I felt Applejack shift around as she spotted what I did. Moments later she gave a horrified shriek. “Oh no! No no no! We’ve gotta get down there!”

“No time, Applejack,” Jake said. “We need to warn everyone.”

Applejack looked at him disbelievingly. “Y-yah can’t just go. We’ve got t’ help them!”

“Precedence,” Jake replied, hurrying towards the castle. “What’s more important? Twilight, or the entire city?”

“We need Twilight to save the city!” Applejack protested.

“If the Yeerks have her then she can’t save anyone, regardless,” I added. “Besides, there’s a good chance they escaped before the ship crashed.” Something nagged at me for a moment before I remembered. “Oh, right. Guys? Anyone seen Rachel?”

“Was she not following behind you?” Ax asked.

As if on cue a thunderous roar split the air; I barely had time to react before a gust of wind sent me whirling through the air. Somehow I managed to hold on to Applejack, who in turn held onto her hat. Moments later a giant green dragon flew past us, heading for the castle with single-minded determination.

“What in tarnation’s going through that dragon’s head?”

“Knowing Rachel? ‘This is gonna be fun!’” I sarcastically replied.

Applejack turned to me, a bemused look quickly forming on her face. “Seriously?”

“That’s our warrior princess for ya,” I said with a smile. Ax and Jake were already flying ahead, so I beat my wings and flew after them.

By the time we reached the city the sky above it was alive with fire and Dracon Beams. Rachel was twisting through the air, roaring and belching flames as the less-nimble Bug Fighters tried to get a clear shot. One managed to clip her above the wing, but this only served to make Rachel mad. And a mad Rachel equaled two Bug Fighters getting smashed together. Violently.

“Ok, new plan,” Jake commented. “We go back, get a dragon morph ourselves, and join in. I’m pretty sure Rachel can hold up on her own without us.” At that point in time Rachel decided to land next to the castle — and proceeded to punch through a very expensive-looking stained glass window.

“Counter-offer,” I said, flying towards Rachel. “You get a dragon morph while Ax-man and I try to stop Rachel from destroying what we’re trying to protect!”

“Then can ya set me down first?” Applejack asked.

Rachel asked.

“Rarity?” I asked, slightly surprised as I came up next to her eye. “Are the others with her?”

“Oh, those were absolute brutes!” Rarity cried. I quickly spotted her through the remains of the window, though my attention was quickly drawn to Twilight, held aloft in the air in some strange glowing cage. I guess that confirmed those suspicions. Next to her was Cassie, who looked up at the two of us.

“Rachel, is that you? Seriously?”

“No, I’m Marco. The big green scaly one is Rachel.”

Rachel said before turning skywards again and flying up to greet a second squadron of Bug Fighters.

“You continue to surprise me,” Rarity commented, watching Rachel fly off.

“It comes with the job,” I said, landing in front of them. I then turned my attention to the Visser. “So, mind telling me just how much trouble we’re in?”

“Remember when we got sent to that Leeran planet?” Cassie said. “We’re about there, but without Andalite help.”

“So somewhere between meeting Crayak and the Permalites being discovered. Wonderful.”

I would have said more, but it was as if a light switch went off in my mind. I swung around in a defensive posture, felt the peculiar buzz through my skull that came with casting a spell — with another microsecond spent wondering if Changelings even have skulls — and saw a sickly-green shield pop into view around myself and the others moments before Dracon Beams collided with it in a shower of sparks.

You know how on shows like Star Trek whenever the Enterprise is hit by enemy fire the entire bridge explodes? That pretty well describes what it’s like to have your magic shield get hit by Dracon Beams, only instead of a computer console blowing up I got the world’s worst migraine.

The Hork Bajir who had fired at me grimaced at my defence. Two human controllers then came up beside him and aimed their Dracon Beams at me as well. I smiled at them and instinctively focused on the shield despite the vibrations ringing through my head. Then, mere milliseconds before they could fire, I forced the shield to expand outwards. Again their lasers pounded the shield — and to the same extent, me — before the explosions sent all three of them straight into the walls.

“Where’d you learn to do that, Marco?” Cassie asked. “You certainly weren’t that good with magic yesterday.”

“I have no idea!”

“This is mighty nice and all, but we’ve got bigger things t’ worry about.” Applejack said. She reached a hoof under her hat and pulled out a few of the necklaces. She then tossed Rarity the one with the diamond on it and put the rest under her hat. “I reckon’ ya’ll lost these?”

Rarity’s eyes light up as she stared at the necklace. “The Elements? But, how did you get them?”

“Ah’ve no idea, but that’s not important. Where’d the rest of the girls get to?”

“Well, Twilight’s right here, though rather indisposed at the moment. I’m not sure where the others are. Oh, I do hope they’re safe.”

Another Hork-Bajir rounded the corner, but I quickly disposed of him with a simple beam of energy, sending him careening into the wall. Cassie was using the time to demorph, but she didn’t stay human for long. Already I saw her teeth extend to fangs, and her skin was rapidly being covered with grey fur. Pretty soon she walked up next to me, fully a wolf. Meanwhile, I was taking potshots at any bipedal creature that dared to turn the corner — and getting quite good at my aim, too. I was turning it into a game; hit this one in his knee, that one in her chest. Managed to hit what I aimed for most of the time, too.

“And leave one pony behind to watch the Visser? A little foolish, don’t you think?”

Another human came from around the corner. Or rather, he fell down in a crumpled heap from around the corner.

I smiled. “What took you guys so long?”

Ax said, stepping into view as an Andalite. Next to him was Jake, still morphed as the Changeling Queen.

“I see the Visser has been contained,” Jake said dryly, looking at Rarity. “That’s one less thing for us to worry about for the moment.”

“Not really, we still need the others t’ use the Elements,” Applejack said. “And Twilight, too.”

“Then let’s stop wasting time and go find them,” I said, shooting another controller that rounded the corner.

“Um, I hate to be a bother, but I’m finding it difficult to keep on the move while maintaining this shield,” Rarity cut in.

Jake nodded. “Alright. Applejack, Marco, Cassie, you three and myself will split up and search for the others. Ax, stay with Rarity and run interference while she gets somewhere safer.”

“Where should I go?” Rarity asked. “The castle’s overrun.”

“I don’t know. You know this place better than I do,” Jake harshly shot back. “C’mon, let’s go.” He nodded at me and quickly spun around, running back the way he came.

“Ah’m coming, girls!” The two took off together, cheering and hollering for the missing ponies. I rolled my eyes and leapt into the air, flying down a different corridor.

The castle was a mess. Pony guards were fighting human controllers, with the rare guard fighting alongside fellow controllers. I quickly and efficiently neutralized any that I came across before they had much time to react. In other sections, however, the amount of controllers compared to guards was too much, even for me. As I flew over the fighting I saw humans firing Dracon Beams at pegasus guards while Hork Bajir were engaged in close combat with unicorns. There were even Taxxons skittering among them, eagerly ripping into the dead or wounded on either side. One unicorn managed to knock a Hork bajir into a couple of Taxxons, which instantly punctured from the blades and coated the room in vile green goo. The smell drove the others into an all-out frenzy. With a manic screech they began gorging without thought or reason, ripping apart themselves and their neighbors in the mad drive for food.

I shuddered at the horror of it and sped on. Where were these Yeerks coming from? I didn’t see any fighting in the streets on our way in, though perhaps by this point there was.

“Shoot her, you fools!”

My thoughts were interrupted by an angry yell. I looked around in confusion, annoyed with myself that I had gotten lost in thought and wasn’t paying attention to my surroundings, though the number of unconscious people around me suggested I was doing just fine despite my lack of concentration.

“What’s wrong? Can’t hit a wounded pegasus?”

I rounded the corner in pursuit of the voices. In the middle of a cramp hallway were three human controllers surrounding Rainbow Dash. She had her back hooves on the stomach of a fourth and was staring defiantly at the others while holding her front hooves up as if they were fists. The humans were less than intimidated, however, and all took aim with their Dracon Beams. They were quick on the draw, but Rainbow leapt out of the way just as they fired. Two of the controllers managed to hit each other while Rainbow leapt at the third, smashing her front hooves against his skull. He went down like a stone.

“Wow, remind me never to make you mad,” I chuckled. Rainbow turned to me and her eyes widened with surprise before instantly leaping at me and pinning me to the ground.

“You!” Rainbow practically snarled.

“Whoa, whoa, calm down,” I pleaded. “It’s me, Marco.”

“Yeah, sure! Like I’m gonna trust you!”

“Rainbow, it’s really me. Marco, the guy who came from space with Prince Jake. Rarity spent well over an hour styling and combing my mane when I morphed her. She fainted when Rachel told a scary story.”

Rainbow eyed me suspiciously. “Then change back to normal.”

“Are you kidding? There’s controllers all around. I’m not doing something that stupid.”

Rainbow gave me a triumphant grin. “More like you can’t.”

I was going to say more when something caught in the corner of my eye. Without thinking I grabbed Rainbow in my hooves and rolled over, pinning her under me just as a Dracon Beam fired. I heard myself cry in pain as the all too familiar pain shot through my left sides, but pushed the sensation aside and quickly shot off a blast of magic at the source. A similar grunt of pain made me smile as I knew I’d hit my mark.

Rainbow Dash looked at me in a mixture of confusion and doubt. “Ok, I might believe you now.”

“Glad to hear it,” I grunted as I climbed off her and stood, wobbling slightly. “Ugh, at least I’ve already got plenty of holes. What’s a few more among friends?”

“Right, speaking of friends, where are the others?” she asked.

“Probably off getting killed and waiting for us to save them.” I smiled at her. “C’mon, let’s go be heroes.”

Rainbow gave a sly nod and raced off down the adjacent hallway with me hot on her hooves. We rounded the corner and found a number of controllers standing in our way: humans, Hork-Bajir, Taxxon, even a few Changelings, which momentarily stunned me. Rainbow, however, didn’t even hesitate, leaping into the fray before any of them had time to raise their weapons at us. I silently cursed myself for hesitating and began blasting them as well; I’m not sure how I knew, but I simply knew when I was in danger. Something went off deep in my Changeling mind, an alert to danger, and I reacted without thinking.

Targets fell one after the other — human, Hork-Bajir, Taxxon. I blasted them away with little more than a thought before the next one was in my sights, but something bothered me while I was fighting. It wasn’t until a Changeling controller was in front of me that I realized what it was. He didn’t try to blast me with magic, block my way, or even move from his spot. Instead, he was twitching and spazzing in short but sudden bursts. A weird buzzing sound came from his throat, much like the one I remembered Illusion giving off when we all morphed his queen in front of him.

“Whoa, what did you do to him?” Rainbow said, walking over and staring at the Changeling with me.

“I don’t know,” I said, looking closer at the Changeling. “He’s just... frozen.”

Rainbow waved a hoof in front of the Changeling’s face, who gave no response. She tried again, this time waving it rapidly and so close to his face that the slightest move would hit him. Again, he didn’t move. Rainbow turned back to me and gave a quick shrug of her shoulders before smashing her hoof into the Changeling’s face. He gave off a strange mixture of gurgles and buzzes before collapsing on the ground.

“Pity you can’t do that to the rest of these guys,” Rainbow said to me, motioning to the fallen humans.

“As Rachel would probably say, ‘Then all the fun would be taken out of it’,” I replied.

Rainbow grinned at me. “I like the way she thinks.”

A piercing scream broke the air and I whirled around, looking for the source.

“That’s Fluttershy!” Rainbow shouted, leaping to her hooves and taking off down the hallways. I was left there dumbstruck for a moment before following her. The hallways we went down were littered with fallen Hork Bajir and humans, but there were a fair amount of ponies scattered here and there. They had some pretty nasty wounds, ranging from Dracon burns to deep gorges from the Hork bajir blades. One poor soul was missing half of his face.

I saw a burning anger begin to form in Rainbow’s eyes. She tried to mask it by continuing on towards Fluttershy, but it didn’t fool me. This was something I knew all too well; the desire for revenge. The burning, clawing need to kill every Yeerk you can find until they know the pain you’ve been through. Seeing the carnage along the way, I have to admit I was similarly enraged.

With new determination Rainbow charged through the carnage and into a large circular room at the end. I ran in right after her and stopped in my tracks. Fluttershy was standing in the center, surrounded by Changelings. Others were busy hovering next to a phoenix that had gotten itself smashed halfway through the wall. In total there were around twenty, all of whom turned towards me and Rainbow.

I wasted no time and immediately fired off three blasts of magic, knocking the closest Changelings back and acquainting them with the wall. Rainbow rushed towards another and spun around at the last second. There was a sick cracking sound as back hooves connected with his lower jaw and he dropped like a stone. I felt the semi-familiar buzz of magic as I prepared another blast but stopped short. None of the remaining Changelings were attacking, instead acting like the first one we ran into.

“Um, what’s up with them?” Rainbow asked seconds before one of the Changelings gave a sharp yell, shooting a blast of magic into the ceiling. I snarled and felt the rush of my own magic as I prepared to retaliate, but then something quite unexpected happened.

“M... my Qu.. een! Y... you are free!”

For a moment I was stunned. It took incredible strength to overpower a Yeerk, even if it were only temporary, yet each Changeling seemed to be fighting back. Still, as impressive as it was, each of them was going to lose the battle. So I did what I had to and went to each of them, knocking them out. Rainbow was even kind enough to help with a few. I tried to ignore the terrified look Fluttershy was giving me as I went about my task.

Once the Changelings had all been incapacitated Fluttershy rushed over to Rainbow, giving a wary glance at me as they passed. My reply was a quick wave back before walking over to the phoenix in the wall.

“Wow, how did you manage to do this to yourself?” I asked.

came the curt reply. I barked out a laugh and gently pulled Tobias from the wall with my magic. He ruffled his fire-feathers and perched on my horn.

“The usual; evading death and performing the dumbest things imaginable,” I joked. “You think you can still fly?”

Tobias said, spreading his wings and testing their efficiency.

“Good, I need you to go out and find Jake, Cassie, and Applejack. They’re looking for the others.” I glanced around. “Which I did all by myself.”

“Um, actually, she’s with Pinkie Pie,” Fluttershy said. “I saw them run off when we were surrounded.”

Tobias said grimly. He flew away — which, considering how rarely he needed to flap his wings, looked more like he simply floated away — and I turned to the ponies.

“Come on, we should regroup with Ax and Rarity, then think of what to do with Twilight.” I turned, hoping I was choosing the fastest way back to the others, when I sensed impending danger and threw up a shield, gritting my teeth against the pain that soon followed as the Dracon Beams collided.

“Marco!” Fluttershy cried.

“I’m fine, just go!” I called back. Despite the constant bombardments from the Dracon Beams I managed to gather enough concentration to make an opening in the back of the shield for her and Rainbow Dash to use. I heard their hoof-steps vanish into the distance and turned my attention back to whomever was shooting at me. Three more blasts collided with my shield as human and Hork-Bajir came into view, each brandishing a Dracon Beam.

Now I really didn’t have time to deal with these guys, or their friends who were surely coming. Dropping the shield and running also seemed like a bad idea, so I decided to go with door number three. And by that, I mean quickly dropping the shield and leaping out the adjacent window as Dracon Beams whizzed through the air over my head. I only stumbled for a second as I hit the grass and took off running, headed to what I hoped was where Rarity and Ax were waiting.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 44

Chapter 44

Rainbow

I’ve got nothing against running. I love to run. The thrill of speed, the rush of wind through my mane, heart pounding, adrenaline racing. It’s exhilarating.

Now, running for your life, that’s another story entirely. All the excitement is suddenly sucked away when the threat of harm — or death, which seemed more likely — was hot on your hooves. Well, ok, there was still a little thrill, but it’s not the kind to be enjoyed.

Fluttershy was terrified, and actually managing to stay ahead of me. Guess that’s what fear can do to somepony. Behind us were a dozen of the ugliest things I’ve ever seen. They were like huge bloated worms with a hundred legs and nothing but teeth where its mouth would have been. We’d discovered these monsters just after separating from Marco. They were in a hallway filled with dead guards, eating the bodies. Human, pony, even Changeling. It was horrifying. Fluttershy must have agreed because she screamed the second she laid eyes on the scene, and thus why we were now fleeing from an army of those giant bugs.

We ran up one corridor and down another in a panicked frenzy. We ran so fast that I feared that fumbling would result in serious injury. And yet the bugs kept just inches from biting the tips of our tails. I glanced over at Fluttershy; she had tears streaming down her face and her knees were beginning to quiver as she ran. I knew if she fell down she wouldn’t be getting back up, even if those things weren’t following us. Ugh, we can’t keep running forever.

I guess the castle agreed with me, because the hallway ended in a sharp turn. An idea sprung into my head, so I moved as close to the wall as I could. When Fluttershy and I rounded the corner I stopped abruptly and spun just as the first monster rounded the corner. I slammed both front hooves right below the beast’s mouth, hitting two weird red jelly things that might have been eyes. I expected it to stumble backwards into its buddies, or cry out in pain. It did neither, instead simply bursting on my hooves like an over-filled water balloon. Red liquids squirted everywhere, and the thing screeched in agony. The nearest creature immediately stopped chasing us and began devouring the one I’d just popped.

I gave a yelp of terror as the rest followed suit. Pretty soon the image before me became a writhing mass of bloated flesh ripping and tearing into each other. Green goo was splattering the hallways, and one of the monsters was even eating itself! A massive tear had been made in its right side, and it was happily scooping up whatever came leaking out without any hesitation. It wasn’t until a few of them looked at me that I noticed the red goop drying on my fur and began running again, fighting down a wave of nausea.

Ahead, Fluttershy was waiting, not moving, looking back at me fearfully. I bit back on my retort and instead shouted “What are you doing? Run!” She paused a moment before turning tail and running again, myself not far behind. My sides were burning and my legs felt like jelly, but I knew if I stopped I’d be dead.

Fluttershy gave a cry of alarm and in an instant all my senses were focused on her. You know how some ponies always say that time seems to slow down during stressful moments? I’d always considered it just superstition, but that was happening right now. I had time to take in the horrible scene as it was happening; I saw the loose tile that Fluttershy had tripped on, saw a small piece of it go flying off as well, chipped off by her hoof. Her wings flared out in surprise, usually an action too fast to really see, but I saw each feather bristle in the air, the bending and twisting of her joints as they realigned for flight. She brought her front hooves up close to her body, ensuring her jaw was the first part of her to hit the floor. She even managed to bounce slightly from the impact, her mane flying about madly as she did. It would have been slightly comical if it were anypony else other than Fluttershy — and there wasn’t a horde of monsters chasing us.

And just like that, the moment was gone. I skidded to a stop, but was going so fast that I slipped on the tiles, overshooting Fluttershy as she lay there momentarily dazed. I spun around just in time to see one of those water bugs crawl on top of Fluttershy and she gave a terrified scream that pierced the air.

“Fluttershy!” I yelled, running towards her, cursing my injured wing. The bug opened its mouth and what I can only assume was a tongue lashed out, licking Fluttershy’s face. Suddenly, another cry was heard, and a flaming blur zipped past the creature, tearing open its back and showering Fluttershy in green goo.

Tobias asked, landing on my back.

I wasn’t paying attention to him, even though he was talking in my head. Fluttershy was crawling to her hooves and covered in the stinking green slime. I saw her eyes beginning to tear up as she looked at herself, and then to the mass that was once the insect monster.

Tobias snapped rather harshly. An awful screeching sound filled the air and I looked up at the mass of bugs coming towards us. There were only three left, and the dripping remains of the others were still oozing between their teeth, yet they didn’t seem full from their meals at all. Tobias took a quick look at them and spread his wings, screeching and taking off. He zoomed between their bloated bodies and then lit himself on fire. There was a moment of agonizing screeches before the insects fell over in a writhing, burning heap.

I glanced over at Fluttershy and quickly realized she wouldn’t be moving on her own anytime soon. I quickly threw her onto my back — wincing in pain as I was reminded of my injured wing as Fluttershy accidentally kicked it — and ran at a steady pace the way Tobias had come. I hadn’t ran very far before I came to a section of the castle that had collapsed; large chunks of marble and granite were scattered everywhere, but the thing that immediately drew my attention was the giant dragon that was likely the cause of the destruction. Its shoulder was black as if burned, and there were holes riddling its wing membrane. And despite it all, the dragon was grinning.

TSEEEW!

The sound filled my ears and I whipped my head around, looking for the source moments before the dragon roared in pain and loosed a giant fireball into the sky. I instinctively followed its path and saw another of those strange ships like what the Prince and his followers arrived in get engulfed by the flame and simply dropped out of the sky like a stone, crashing somewhere in the gardens with an impressive explosion. It grinned savagely, but then its eyes locked onto something else and it took off.

“Rainbow! Fluttershy! Over here!”

The voice caught me off-guard and I jumped back, startled, until I spied Rarity and Ax huddled beneath where the dragon had been. I ran towards them, Twilight glowered at me from her cage, silent. It was very unnerving to see her like that.

“Oh my, whatever happened to you two?” Rarity cried. “Rainbow, dear, purple simply isn’t your colour.”

“...they’re all dead...” Fluttershy whimpered softly, even softer than usual.

“We were trapped by these giant bugs. They, ah, exploded on us,” I quickly explained.

Tobias said plainly.

“Feh, a minor setback. You’ve still lost, you just don’t know it yet. All you’ve done is prolong your suffering,” ‘Twilight’ said disdainfully.

I shot her a glare but didn’t respond, instead turning back to Rarity, and immediately noticed something interesting. “Hey, how’d you get your Element back?”

Rarity glanced at her neck. “Oh, right. Applejack had it, along with the others. She ran off to find you, but I don’t know when–”

She was interrupted by an explosion from behind me. I spun on my hind legs, forgetting about Fluttershy who rolled off, coming to rest beside Ax. I gasped in surprise as Applejack, Pinkie, and Applebloom were all running towards us, two humans chasing them, carrying those strange weapons.

“Somepony help!” Applejack cried moments before one of them fired. She managed to jump out of the way just in the nick of time, but this gave it a clear path to Rarity.

“Gah!” she cried as the beam hit her right on her horn, even causing her to stumble backwards a little. Her horn sparked, glowing a brilliant light blue which quickly turned white and expanded outwards. She barely had time to notice it herself before the light exploded, sending rays of purple and blue out in all directions. A loud crack echoed through the hall, as well as the sound of the two humans collapsing to the ground — Ax had managed to move within striking range. The light subsided and I saw Rarity slumped against the farthest wall, the tip of her horn charred black.

She wasn’t moving. From here I couldn’t even tell if she was breathing. I was just about to run for her when I heard laughter and snapped my head towards ‘Twilight’. She wasn’t looking at me or Rarity, but at the large mass of ponies coming towards us. Many of them I recognized from Ponyville, like the Mayor and Berry Punch, and almost ran towards them for help, overjoyed, before I remembered the last time I’d seen them. Trapped in that underground cavern...

Ax noticed the ponies and spun around to face them. Not a second after he did another group of humans came down the hallway, boxing us in from the other side. My heart sank as I looked at my injured wing. If only I could fly. If only Twilight were here...

‘Twilight’ spun around to look at the humans and grinned. She took a step towards them, her face plastered with the smuggest smile you could ever imagine.

“You lot certainly took your time arriv—”

Fluttershy screamed. Applejack cried out. Pinkie went rigid and I heard a cracking sound. I could only watch dumbly as Twilight fell to the ground, the center of her chest black and burned. I barely had time to leap out of the way before another shot whizzed by my head. Tobias zoomed towards the humans, stopping just in front of them and spreading his wings. Blinding light bathed the controllers, forcing them to shield their eyes. I turned and ran to Rarity, who was groggily standing and looking very disoriented.

Tobias yelled.

“Ugh, my head feels like I spent the night at one of Vinyl’s parties,” Rarity slurred.

“This is no time to be talking about parties!” Pinkie shouted, which very nearly made me suspect her. “We’ll have a big party to celebrate later, but for right now...” she finished by jumping over to me and forced my Element onto my neck, an irate Applejack running up behind her.

“Dangit, Pinkie, Ah told ya not to touch mah hat!” she huffed as she snatched her hat out of Pinkie’s hooves.

“Guys, argue later,” I said. “Get Twilight and let’s go somewhere safer.”

Neither Pinkie or Applejack gave a reply, instead both rushing over to ‘Twilight’ and supporting her between each other. Fluttershy was helping to steady Rarity, and I came over to speed thing up. Ax and Tobias followed afterwards, and luckily the humans were still too dazed to give proper chase. We had only ran a short distance when Pinkie shouted “Twitcha-twitch! Twitcha-twitch!”

Instinctively I looked to the sky and gave a yelp, leaping back moments before Rachel slammed into the castle and crashed in front of us, chunks of marble and granite raining down on her. Above her was some sort of massive metal ax with a diamond shaped head.

“What is that?!” I yelled.

Ax calmly replied in that infuriating ‘why isn’t it obvious to you?’ tone.

“Ah ain’t givin’ up that easily!” Applejack said defiantly. “The bigger they are, the harder they fall.”

“Agreed, though getting up there seems a tad difficult,” Rarity said. She looked up at the Blade Ship, but only for a second, before her eyes locked onto something else. “Fluttershy!”

My eyes were following Rarity’s in less than a second. Fluttershy was flying up the side of the ruined castle towards Rachel’s crumpled form. Above her, however, the Blade Ship looked like it was readying for another blast, and from what I could tell it looked like it was aiming for Rachel.

“Fluttershy! Look out!” I cried. She turned her head towards me in confusion, not noticing the looming disaster above her. I started to run towards her, felt my wings snap open and pushed down the wave of pain that followed immediately after, but I knew I wouldn’t make it in time even if I could fly.

TSSSEEEEWWW!

A beam of energy shot out from the ship, aimed directly at Rachel and Fluttershy. I heard myself cry out in panic just as the beam was about to hit them, when it suddenly broke out in all directions, forming a weird ever-moving lightning shield around us. I stopped where I was and simply stared at this feat of impossibility.

“We had feared we would not make it in time.” I spun around and saw Princess Luna standing behind me, her horn aglow. Next to her was the Changeling Queen and a wolf, both pretty beaten and bruised. The wolf took a few pained steps towards Rachel.

“While We are concerned for your friend’s well-being, We hasten to add that We cannot keep this defense up indefinitely.”

Princess Luna was beginning to strain with the shield as the ship fired a second time, creating another disturbingly-pretty lightning show. Sweat was beginning to dot her brow, but she gritted her teeth and kept it up all the same.

“Wow, never thought I could survive one of those blasts,” Rachel said smugly. I whipped my head around at her just in time to see a pair of oversized dragon wings melt into her back; Jake — who I guess had turned into the queen along with Marco — and Cassie huddled around her to keep her out of sight the best they could. “Still have a headache from it, though.”

A piercing scream from Rarity drew my attention and I spun towards her, expecting trouble — and groaned as I felt my muscles beginning to tire — but there was nothing there. Rarity was pointing at Twilight and mouthing words, or trying hard not to vomit. I followed her gaze and felt my own bile threaten to move into my throat. Coming out of Twilight’s ear was a large grey sluglike thing. It wiggled and twisted forward before falling from Twilight and landing on the ground with a wet slapping sound.

Rarity took a step back, clearly appalled by the sight. I kept my eyes on the Yeerk, watching it squirm weakly on the ground blindly. It’s kinda funny, this small, blind creature was capable of all this pain and suffering. That it thought itself so superior when it was just... this. The only reason anypony anywhere had any reason to fear it was because of the innocent beings it used like tools, only to discard them when they were no longer useful. I didn’t care if they were just doing what they were born to do, they were enslaving others and subjecting them to torture. Forcing them to watch helplessly as they lied, and tricked, and submitted their family and friends to this same unjust fate.

Like what Discord did to you.

I felt a spark of anger ignite inside of me. Discord had acted the same way with us; he forced me to abandon my friends when they needed me most. Like what this insignificant slug had done to Twilight, tearing her away from us. And just like with me, we had to forcibly subdue her in order to help. We had to hurt her, not that this thing cared. No, it just used her as a means to an end, and when she got hurt it left. No use staying on a crashing airship. Around me I could hear the sounds of battle continuing as Princess Luna struggled to keep her shield up, but my gaze was locked on the slug, the cause of all this misery. Prince Jake said he would help to end this war, the same war going on back at his home, and I knew how I could help him.

I raised my hoof in the air, almost as if I was in a trance or a dream. I knew what I was about to do, but couldn’t stop myself. And, as quickly as I’d raised it, I brought my hoof down on the miserable little worm and ground it into the dirt.

“Nopony’s going to use me or my friends again,” I quietly snarled at it.

I saw something move out of the corner of my eye and quickly looked up, and immediately felt a wave of relief wash over me as Twilight sat up, looking very tired and pained, but alive.

“Rainbow,” she said, looking at my hoof and then back at my face. Hers was a mask of shock, distress, and disbelief. She didn’t say anything for a while, instead just looking at me, almost as if she was hoping there was a sliver of a chance she was wrong. That I would tell her so with a word or expression. I didn’t and turned away, unable to look her in the eyes any longer.

I didn’t even realize Twilight had moved until she rested a hoof on my shoulder and I looked up at her; her expression had barely changed, but there was now an extra layer of disappointment on top of everything else. She spoke softly, “We’ll talk about it later. Right now, we’ve got to end this while we still can.”

She looked away from me and gave a slight nod. I craned my neck around and saw Applejack pull the last Element out of her hat and toss it to Twilight. She gave a sad sort-of-smile as she carefully put it on — with the jewel seemingly glowing as soon as she did — then spoke loudly enough for all of us to hear. “Girls, form up! We’re fighting back.”

No sooner had her voice died out I felt the familiar surge of magic flow through me and was lifted off the ground. In spite of everything that had happened recently I smiled; the magic enveloping me was warm and inviting, like cozying up to a fire on a cold winter’s day. The girls rose around me, and the Elements began to hum an almost soothing sound.

Below us, Princess Luna was on her knees and the magic shield was cracked in many areas. Prince Jake’s group, however, was looking at us in bewilderment. I pushed them out of my mind for the moment and lost myself in the ebb and flow of the spell.

The humming increased, and soon outlines of the specific shapes on our elements were being sent forth in short waves. At this point the Princess’s strength left her, the shield finally shattering, and she collapsed to the ground. All eyes turned back to the Blade Ship, but I wasn’t worried. Twilight’s eyes were glowing a brilliant white, and I knew we’d won.

The Blade Ship fired, and so did we. Their beam was met with a large rainbow formed from the collective energies of the Elements, and for a split second time seemed to stop. Both the energy beam from the ship and our rainbow were frozen in the air, neither one moving, then time started moving again with our rainbow overtaking the attack and pushing it back towards the Blade Ship.

I sensed, or felt, or knew, I’m not really sure, the energy from the Blade Ship get engulfed by our rainbow, making it brighter and stronger, until it collided with the flying battleaxe. For a moment nothing seemed to happen, then the back of the thing just exploded in, and I swear I’m not making this up, a rainbow of colour that spread out in all directions, almost like my Sonic Rainboom. But it didn’t stop there; as the rainbow rings expanded from the Blade Ship they abruptly changed course, all the colours meeting in a central pocket directly in front of the diamond head. Then, the gathered magic gave a final burst and sent the ship tumbling down through the sky in the direction of the Everfree.

But the Elements weren’t done yet. I felt another surge of magic flow through me as a second rainbow formed and shot out towards the nearest human, leaping from one to the next faster than they could blink. It was a chain; each human was the link that bound the rainbow together into a single continued stream of magic. Hork Bajir and the centipede monsters were also caught trying to flee, even a few ponies as well. All becoming a part of the chain of magic we’d created. With an unspoken sigh, the magic simply stopped and we were gently lowered to the ground, while everyone that was connected to us collapsed in a heap. I opened my mouth to say something, but fell to the ground myself, completely drained of any energy.

It wouldn’t be for a few days until we discovered the extent of the damage; when the ship crashed, it was nearly horizontal with the ground and moving fast enough to uproot trees and bushes, leaving a vast path of destruction and devastation in its wake. It stopped only when it smashed into the base of a mountain and nearly buried itself underneath. Coincidentally, or perhaps not, considering I still don’t know exactly how the Elements work, the Blade Ship’s crash collapsed the Yeerk Pool hidden beneath the forest, rendering it unusable.

At the moment, though, I was just about to fall asleep, finally letting the exhaustion and fatigue catch up with me when I was quite rudely shook out of my stupor. I wearily opened one eye and rolled it upwards, about to yell at whomever was keeping me from my rest, but felt my words die in my throat as I took in her white fur and ethereal mane.

After all, one doesn’t insult Princess Celestia.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 45

Chapter 45

Marco

You know those stories about people getting lost in the White House or the Taj Mahal, and how fake they always seem? I would always scoff about the media hyping things out of proportion, but now I actually feel that there may have been some truth to them. Of course, something like the President’s office is far different from a giant alien castle built by highly-intelligent horses on the side of a mountain, but all the same, I was lost. Even from the outside I couldn’t figure out which window or doorway was the one I needed to take. For that matter, even when I was outside I still couldn’t tell which way was the front. I’m fairly certain if the sky wasn’t blue I wouldn’t know which way was up, either.

The castle grounds were littered with debris. Chunks of walls and towers had broken off, along with the burning wrecks of at least a dozen Bug Fighters. Guard ponies were still fighting controllers, but the conflicts were sparser than the ones inside. This made my life considerably easier. My magic levels were feeling really drained after my separation from Rainbow Dash and Fluttershy and I was trying to avoid confrontation as much as possible. Not as easy as it sounds when your current form is a giant black mutant bug horse. My wings were still smoking from where a stray Dracon Beam had gotten a lucky shot at me and it was affecting my speed and agility.

Up ahead I heard the sounds of Dracon fire, so I made a sharp left to avoid it. Part of me hated leaving others to fight a war they didn’t even realize was happening, but weak as I was I couldn’t do much to help. A thunderous roar came not a moment later and brought a smile to my face. At least Rachel was making up for me.

I traversed around another piece of debris and instantly noticed something. There was a long wall made of hedge up ahead, and in the space between I saw green grass. I guessed that these were the Palace Gardens, and from the sounds of things there wasn’t any fighting going on inside. Still, I proceeded with caution.

The interior of the gardens were big. Everywhere there were hedge walls, which in some areas formed into massive mazes, and statues of ponies everywhere. But there was a distinct lack of actual flesh-and-blood ponies, or any other species for that matter. So I hid behind the nearest statue and began to demorph as fast as I could.

A sharp cry suddenly filled the area, causing me to freeze mid-morph. It sounded like it had come from inside the hedge maze. So much for my skills at deducing how secluded a place is. I quickly remorphed and glanced at the entrance of the maze. There was nothing at the entrance, so hopefully whatever was in there hadn’t seen me. I leapt and began flying, zeroing in on the pony easily — with a moment’s wondering how I knew where she was. She was in the middle of a crossroad with three Hork Bajir blocking all possible escape paths, each brandishing a hand-held Dracon Beam.

Focused on the lone pony, which of itself I found rather odd, none of them noticed me until I blasted the nearest one with a beam of magic. He went down and the other two swerved to look at me, giving me a good angle to fly past them, smashing a well-timed hoof into each face. They each gave out a single grunt before collapsing.

I landed, feeling even more exhausted than before, and turned to the pony. She was cowering against the hedge, looking at me fearfully. At first glance it was like I was looking at Twilight, but there were some obvious differences between the two. The main one being that her muzzle was white, almost like a normal horse’s, and she had a few freckles. Also, her mark was a lightning bolt and... a pencil?

“Don’t worry, I’m not here to hurt you,” I said, trying to make this creepy Changeling voice sound as sincere as possible. Which was a lot harder than it sounds, actually.

The unicorn didn’t seem all too convinced by me, so I tried saying something else. “You should get out of here while you can, miss. They probably have friends–”

“I’m a guy!” the pony shouted indignantly, his fear almost immediately vanishing.

My eyes went wide and I did a double take. The only thing about him that looked kind of male were the eyes, which seemed to lack the usual long lashes. Still, this had to be the most overly feminine pony I’ve seen on this planet, including the mares we were helping. And yes, this is taking Rarity into account.

“Wow... sorry, sir,” I said. “They still probably have friends around here. You should get out of here while you can.” The pony didn’t move, staring at me coldly. “Didn’t you hear me? You need to move.”

“Why? So you can use me for food?”

The sound of rustling leaves behind me drew my attention and I risked a quick glance. Sure enough, a swarm of Changelings was buzzing into view. There had to be at least fifty of them, most of whom had a malicious look in their eyes. But some of them had something else in there as well, more along the lines of confusion.

I told the pony, whose eyes went wide with confusion and he glanced all around. Some of the Changelings took notice and flew towards him, at which point he finally decided now was a good time to run. I swerved my horn towards them and fired off several blasts of magic, catching the three Changelings nearest to him and sending them veering into the hedge walls, somehow making perfect outlines of their bodies as they passed through. There was even another crash that came from the palace, adding to the effect.

Instantly the pony was forgotten, and all the Changelings turned to face me. I yelled something incomprehensible and charged at them, lowering my horn and running head-first. I swatted the Changelings away like flies with anything that made contact, from hoof to horn to tail. One managed to get a lucky shot on my side and pinned me to the hedge walls. Of course, I was twice their size, so I recovered fast and smacked the Changeling’s head into the ground.

I quickly spun away from him, ready to fight off another wave, but was yet again facing down a mob of Changelings that refused to fight me. They just stared at me wide-eyed and gave off that same buzzing sound. I was feeling incredibly weak by this point and knew I had to end the fight soon, and seeing that they were already incapacitated I decided now would be as good a time as any to make my escape.

No sooner had I decided to run with my tail between my legs — figuratively speaking— when what could only be described as a rainbow of light suddenly swarmed around me, entrapping each of the Changelings. I stared, dumbstruck, as the light vanished and each Changeling simply fell over, unmoving.

I then said something that I’d rather not repeat in polite company.

I crept over to the Changelings cautiously, inspecting them while also keeping a wary ear and eye out for any other danger. They lay on the ground, prone, though still breathing very slightly. One might almost assume them to be asleep. I decided not to push my luck and fly away as quick as I could, leaving the Changelings behind.

As I flew over the castle grounds, I noticed that all the sounds of fighting had simply stopped. No Dracon Beams were being fired, no blasts of magic, no sound of metal clashing. The sky was curiously free of Bug Fighters, and most shocking of all, the ground was littered with humans, Hork-Bajir, Taxxon, and Changelings, all asleep. There were even a fair number of ponies, though it seemed to be split evenly between those still walking and those laying down.

Every controller...simply sleeping peacefully. What did this?

My question was answered in the form of a massive burst of light from one of the more damaged sides of the palace. It faded as quickly as it came but it was my only lead at the moment, so I hurried towards it. Each of Twilight’s friends were lying on the ground, along with Twilight herself, Applebloom, the Princess, Jake, Cassie, Rachel, Ax, and Tobias. And standing among them was a regal-looking white horse — and I mean an actual horse like we have back on Earth, not one of these midget ponies. She had a lot in common with the Princess, from the flowing mane to having both a horn and wings. She even had a necklace, tiara, and shoes made of gold. I landed nearby Jake and the others, who were all staring at this new arrival with confusion, or wonder and awe in Cassie’s case. Ax swerved an eyestalk towards me, but otherwise they didn’t acknowledge my arrival.

he said.

Jake and I looked at each other, and then to the horse. Currently she was busy looking at the ponies, though I got the feeling that she was observing us as well. Ax and Cassie moved in front of us to block her view and we began to demorph. Even then, I still got an eery feeling in the back of my head. Once we were both human again the others stepped away. As they did, I saw Rainbow’s eyes open and instantly lock onto the horse.

“Princess?” Rainbow asked in amazement. The horse brought a hoof forward as if to silence her, and smiled warmly. Rainbow went silent, and the horse turned towards us.

“So, you six are the ones who crashed into my palace?”

She spoke without malice or anger, a calm tone that just radiated sympathy. For a moment I suspected she was casting a spell on us; considering the kinds of things Twilight could do it didn’t seem that impossible by comparison.

Jake stepped forward and gave a nod. “Unintentionally, I assure you. We were attacked while in orbit and forced to crash.” He paused for a moment, possibly expecting the horse to raise an objection or ask questions, but she just stood there, smiling. “We, uh, are sorry.”

“And I, too, must apologize for not seeing that you were granted an audience with me before this whole mess was begun,” she said, again in that overly-calm tone. “I admit that I was not myself the last few days.”

“P-Princess...you were a controller?” Twilight weakly gasped, struggling to her hooves and trying to walk towards the white horse. It finally struck me that she wasn’t being restrained or held back at all, which meant that either she’d been freed from her Yeerk, or the others were being way too trusting.

“If they’re both princesses, where’s the king and queen?” Rachel whispered to me.

“Isn’t Twilight supposed to be a controller?” I hissed at her. “Why aren’t we keeping her locked up?”

“The Yeerk left her,” Rachel said matter-of-factly. “Visser Seven is just a stain on Rainbow’s hoof,” she added with a grin.

I was about to ask for more details, since I had to hear that story in full, when I decided we should be worrying about the princess ahead of us and where she’d been. There would be time to play catch-up later. Even so, I found it rather hard to imagine any of these ponies killing another creature, even Rainbow Dash. Sure, they’d fight them to defend their friends and homes, but to kill, now that’s something different.

“Sister, is it true?” Luna asked, her voice almost cracking. “Were you indoctrinated?” She looked at the other princess, her eyes wide and tearful. “Or did I make a mistake?”

The white princess closed her eyes in regret. “You did...and yet, you did not.” She opened her eyes and looked at each of us in turn, and for a moment I saw the pain she was keeping under tight control. “I owe each of you a debt of gratitude, and I know I will have to work hard to repair the damage that has been done by my own foolishness. To answer your first question, no. I was always in complete control of my faculties, which makes my actions and decisions over the past days all the more regrettable. And no, Luna, you were not mistaken in your actions.”

“And what does that mean?” I asked. “Were you working for the Yeerks or weren’t you?”

Both Twilight and Princess Luna seemed appalled by my statement. I don’t blame them, I was probably coming across as some disrespectful jerk, even if she was a princess. But they haven’t been at this as long as I have, and sometimes you have to be a jerk to survive.

As for the other princess, though, she just stared at me. “Yeerks. Is that what they call themselves?” She seemed to think for a moment before continuing, “No, at least not consciously. I had reason to believe that Canterlot was under the threat of attack, and wrongfully assumed it to be another attempt from the Changelings. The reports I was receiving led me to think that many of the guards and even my own sister had been compromised, but it was conjecture and supposition. If I was wrong I would look paranoid, seeing phantoms where there weren’t any. I couldn’t act until I was certain and so I was forced to wait for my apparent enemy to make the first move. And to hide that I decided to put on a show for any possible imposters.”

“And who was telling you all this?” I inquired.

“The Captain of the Guard, who in turn filtered reports from his own command, and Twilight Sparkle.”

“Me?” Twilight asked, concerned. “I sent you plenty of friendship reports, but only mentioned a possible invasion no more than three days ago. And you never responded to me, besides.”

Rarity weakly lifted her head. “Twilight, dear, you recall that ghastly time we spent in the Everfree with Spike? That thing in his head could have made him do all sorts of awful stuff in your name. You do dictate a fair number of your letters to him, so a message in his writing wouldn’t seem unusual to the Princess.”

Tobias cut in.

“You are correct, sir Tobias, but I fear splintered as we are that Canterlot currently lacks the resources to give aid much beyond our borders,” Princess Luna said.

“Yeerks all gone!” The shrill voice cut through the still air and everyone present snapped their heads towards a lone Changeling standing a short distance away. It smiled broadly, oblivious to the glare that the white princess was sending it. “Purple pony save us!”

“Wait, Illusion?” Rachel asked, at which the Changeling nodded exuberantly. “What are you doing here? Didn’t we leave you with the queen?”

“Queen safe with other Drones,” he said happily. “She come soon. I come prepare for Queen. She want deal with Ponies. Yes. Make amends and thank Andalites.” He was bubbling with excitement, barely pausing for breath.

“As generous as the offer is, I’m afraid now is not a good time to play host,” the other princess said graciously.

“Afraid I’ll attempt another coup, dear Celestia?”

Illusion spun in place and bowed as the Changeling queen landed behind him, supported on either side by several Changelings. Even as she stood at least two of them were helping her remain upright, though she acted as if she had always needed their help.

The horse, who I guessed was Celestia, watched her carefully. “What are you doing here?”

“Exactly what my drone said. To make amends, and to give aid.” She smiled a toothy grin that prominently displayed her fangs, yet it didn’t come off as menacing or intimidating — which was saying a lot considering her whole appearance. It didn’t appear to convince Celestia.

“You ever get the feeling there’s a history here we’re missing?” Rachel whispered to me. I just gave a slight nod in return.

“And what aid could you give?” Luna asked.

“Rounding up all these creatures that are currently immobile and tending to the injured. I admit, the number of free drones I have is limited, but surely the added help would be appreciated? I for one know I will be only too happy to see these pests banished.”

“Hey, Jake!” I hissed under my breath and edged towards him, tapping his shoulder. “Jake, man. All these controllers could be freed. We get them back to Earth and suddenly our own war is made fifty times easier.” I thought for a moment. “Not to mention, we saved the local royalty from being enslaved. Maybe we could ask them to send a few unicorns back with us too, as a favour. Or an intergalactic exchange program.”

“I doubt the Princess would be willing to send her people halfway across the galaxy. But it’s worth asking, at least.”

“Princess Celestia,” Applejack spoke up, standing with much less effort than any of the others. “Ah think she’s tellin’ the truth. Ah’ve fought beside her and trusted her, an’ Ah think she deserves another chance.”

Fluttershy walked up beside Applejack, the weight of her necklace seemingly weighing her down. “Um, Princess Celestia, I also think she’s being truthful. Because, um, she doesn’t look like she can really hurt us in the state that she’s in.” She looked over at Chrysalis, as if sizing her up. “Like an injured puppy.”

“Your highness,” Jake said, stepping forward. “We escaped from the Changeling Hive with her. If she had these free drones before then, she didn’t think to try and subdue us. With your consent, I say we give her a chance.”

The Changeling seemed to smile and chuckle. “Glad the humans are so eager to support me,” she said coolly.

The princess gave her a cold look. “Very well, I’ll allow you and your Changelings to assist in gathering the injured and incapacitated. But be warned, I am keeping you on a very short leash.” She turned to Luna and spoke in hushed tones for a moment.

Luna nodded and stepped towards the Changelings. “We shall accompany you, to assure our subjects they are not in any immediate danger.”

“It would be a pleasure, Princess.” The queen smiled at her and the Changelings each took hold of her sides. Carefully they lifted her into the air, with Illusion soon flying up to follow them. Luna spread her own wings and they all flew off, no doubt to find the rest of Crysalis’ drones.

“And the good news just keeps coming,” I muttered to myself. If anyone else heard me they didn’t acknowledge it.

“Yeah, Ax? What’s up?” Jake asked.

He paused a moment, looking around with his eyestalks.

“I know,” Jake said. “So, next priority is taking out an entire Yeerk mothership, it seems.”

“And how are we supposed to do that?” Cassie asked, having demorphed at some point. “There’s going to be a small army’s worth of crew against the six of us. And then there’s getting up there in the first place.”

“Some of the Bug Fighters lying around here might work,” Rachel said. “I think I left at least one intact,” she added with a grin.

Tobias said.

“Guys,” Cassie cut in. “It’s still just six of us against the entire ship. There’s no way we can win against that.” She paused in thought for a moment. “Besides which, we should really help out down here. There were a lot of controllers, both alien and indigenous. How will they contain them all?”

“These ponies have magic, I’m sure they can just whip up a portal to some pocket dimension or build a prison in next-to-no time,” I pointed out.

“I wouldn’t be so sure.” The voice of the princess caught me off guard and caused me to nearly smack her from reflex. “I’ve yet to see a unicorn capable of creating an alternate dimension, though Twilight has tried several times.” She smiled slightly before her face took a more stoic demeanor. “Now, you said these Yeerks have more soldiers in space?” She shook her head slightly, clucking her tongue. “Oh, that will never do. I couldn’t allow you to go off on such a dangerous mission. It would be unconscionable.”

“If we don’t do something then they’ll send a message and alert their friends!” Rachel protested.

“Oh, I agree,” Celestia said with a smile. “But all the same, you must be weary after you fought so gallantly. Please, rest a while before you continue. You may even come up with a better plan in the meanwhile.”

With a self-conscious chuckle the princess turned and briskly walked away, both mane and tail blowing in some invisible wind. I followed her until she was out of sight, gone behind some rubble. In some strange way, she reminded me of the Ellimist.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 46

Chapter 46

Her Royal Highness, Princess Celestia

“Shore up those supports. This section of the castle will come crashing down without them!”

The unicorn guards nodded and immediately reinforced the erected support beams with magic. Around them were unicorn guards moving new ones into place around the damaged walkway, and pegasus guards slid them into their proper spots. It took three new supports and reinforcements added to two of the existing ones, but the castle architect finally signaled that all was well.

‘Celestia! The construction workers know what they are doing! They do not need your constant supervision.’ Luna’s words, if harsh, rang true in my ears as I watched the ponies work at a distance. Perhaps I had been overzealous in my efforts to trick my unseen enemy out of hiding. I gave a slight sigh of embarrassment at my remembered actions; the repairs to the castle were going smoothly without my constant involvement. Even a foal could see that I was unneeded.

With a heavy sigh I turned and walked away, pushing the repairs out of my mind for the moment and running through the list of tasks that needed completing. If Chrysalis and her workers can be trusted to complete their task, then perhaps I should make the throne room available as a storage space for all these creatures in stasis. Or perhaps the ballroom would be a better location. It is much bigger. I should see if the guards have any extra ponies to ensure the Changelings do not snoop around.

Thinking of the guards made me realize something critical. None of them had been present when Luna and myself had spoken to Chrysalis, so they were so far unaware of the situation. Well, that narrows down the list of highest priorities.

Still, though, I should send somepony to watch over Twilight and her friends, and the aliens. So many tasks, so little time — if these aliens were to be believed. I trusted Luna’s word on them, and was indebted to them for the actions they had done to safeguard Equestria; yet, even so, I felt there was something amiss about them.

No, do not think that. There are no more enemies waiting in the shadows.

A commotion from ahead drew my attention and I quickened my pace, momentarily drawn out of my musings. Two guards, badly injured yet nonetheless staying upright, were holding their weapons at a group of Changelings. The Changelings carried a number of unmoving creatures on their backs; some I deduced were humans, due to their similarity to Prince Jake and his followers. Others were not like anything I had seen before, like these draconic looking beasts with blades protruding from their arms, legs, head and tail. I admit to being somewhat amused that, as old as I am, I still have things left to see and discover.

“This is your last warning, land immediately,” one of the guards said.

“For last time, we not enemy!” the Changeling on the other end of his spear replied. “Queen tell us round up Yeerks for ponies. For ponies!” A murmur of agreement rose from the crowd of Changelings.

The guard looked like he was preparing to strike, so I spoke up. “The Changeling is correct, General.” I stepped into view as I spoke, startling the guards and causing one of them to drop his spear. I smiled warmly at him. “Hauberk, was it? Please guide our guests to the ballroom and see that their cargo is properly taken care of.”

The guards didn’t respond at first, instead looking at me with shock and disbelief. The Changelings seemed to take pleasure in my defending them and were grinning smugly at my guards.

“Yo-your... Princess...” Hauberk stuttered and stammered in disbelief. I was momentarily confused myself before recalling that my banishment was quite likely seen all over Canterlot. I grimaced inwardly and made a mental note to address that issue with the public when this current crisis was dealt with.

“I know, you probably have many questions you want answered, but right now I need you to trust me.” I looked him straight in the eyes. “Are you not Royal Guards, sworn to protect Equestria and its citizens?”

“I... yes, your highness.”

“Then listen to me, this threat to Equestria has been subdued for the moment, but there is still the risk that it may well return. The Changelings have agreed to help us to deal with the individuals we have so far, but I need you to assist them. You must show them to the castle ballroom so that we may contain these individuals until they can be further dealt with.”

“Yes, Princess.” Hauberk saluted me and turned back to the Changelings. “If you’ll follow me, please.”

The Changelings exchanged wry looks with one another and followed him off. Once they had left I turned my attention back to the General. “General, I need you to find as many of your fellow guards-ponies as you can. Spread the word that the Changelings are not to be harmed, and that they are here to aid us in the gathering of these creatures and to assist the wounded.”

The General cleared his throat. “I will try, princess, but your guards are scattered. It might take a while and,” he paused. “...and they will be very hesitant — both to work with Changelings, and to accept...”

“Accept what, General?”

The General exhaled. “Forgive me princess, but your... conversation with your sister has many of the guards conflicted.”

I steeled my expression, struggling to maintain my composure and keep smiling. “Do not worry. It was just a family matter.” I paused for a brief moment. “Though perhaps it would be prudent to speak to my sister about it.” The guard remained in place a while longer. “You are dismissed, General. Please carry out my orders to the best of your ability.”

“Yes Your Highness.” The General saluted me before galloping off, leaving me alone with my thoughts. I resigned myself to seeking out other guards and informing them of our temporary alliance with the Changelings; General Winter could not travel very quickly injured as he was, and it would do my little ponies good to see me returned.

Engrossed in my thoughts as I was, I foolishly wasn’t watching where I was going and bumped nose-first into somepony. I was quickly snapped back into reality and prepared myself for the onslaught of ‘I’m sorry, Princess,’ and ‘Please excuse me, Your Highness’.

“Sister, are you alright?”

I blinked in surprise as Luna came into focus, my confusion giving way to reason. As tall as I was, only Luna or Cadance could hope to easily hit my head unless I was leaning down. I smiled at her. “Yes, I am fine. Forgive me, Luna, I was preoccupied.”

“Yes, there is not a moments time to rest and absorb everything,” Luna sighed. “Celestia, about the...” She paused, obviously struggling to form the proper words.

“My banishment, you mean?” I supplied; it was not difficult to determine what she was so torn up about. Luna nodded in agreement and I continued, “It needs to be talked about, I agree, but there are more pressing matters at hoof.” I went to walk around her, but Luna kept moving into my path.

“Celestia, wait, please,” she persisted. “I... I am so sorry. I acted rash, foolish, and made a mockery of the both of us. I sent you to the fires of the Sun. I forced you to watch helplessly as our subjects were harmed and enslaved. I.. I had to endure pain and hardships I had not felt since... no, worse than those I endured during my own banishment. How is this not a pressing matter?!” She was nearly shrieking with barely-controlled rage by the end, tears streaming down her muzzle. I was momentarily taken aback, shocked at Luna’s emotional outbreak.

“Luna, I didn’t...I mean, I never realized,” I stammered and mumbled, all my carefully-crafted responses suddenly sounding wooden and forced. I grunted and finally fell silent, staring at Luna, into those despondent eyes.

“Indeed, you never realized,” Luna snapped venomously, tears still dripping off her nose. “Never realized how this might have affected me. Never considered how I might feel!” She huffed, whatever she was about to say further being choked back. For a moment she was silent, simply breathing heavily, then she spoke, “You never considered telling me about your fears. You let your own paranoia consume you and even suspected me.”

All I could do was stand there as my sister spoke her mind; my own thoughts felt as if they were swimming through molasses. I made and discarded innumerable counter-arguments, trying to think of the proper thing to say. Yet no matter what, it all seemed to fall apart when I looked into her tear filled eyes. So I did the only other thing that came to mind and tightly embraced her, not caring about the hot tears I felt running down my own face, or even if anypony else saw us.

We stood there for some time, just reveling in the warmth it brought us, when all-too-soon a timid voice cut in, “Pony Princess. Message.”

I reluctantly broke away from Luna and looked at a Changeling standing nearby. I steeled myself against recoiling away from it defensively; if the Changeling noticed it gave no indication of such. It stood, staring at me with a rather blank look for a long while before I spoke. “Yes? What is it?”

“Found something in cave. Queen calls for aid.” It paused for a moment, clearly struggling with the words. “Hoo-muns come too.”

I was confused for a moment until Luna answered, “Ah, Prince Jake and his followers? We suppose they would have an interest in whatever the Queen discovered.”

“Hoo-mun,” I whispered to myself. “Such an odd term for a species.” I cleared my throat and spoke louder, “Very well. Luna, see to our guests and escort them to the cave. I shall go on ahead to assure the Queen of their arrival.”

“I take to Queen,” the Changeling pipped eagerly, quickly spinning around and trotting away. I gave a small smile to Luna.

“We’ll...have a proper talk later when this is all said and done. I promise, little sister.”

Luna nodded solemnly, “I’ll ensure you keep your promise.” She turned and briskly walked away, seeking out our visiting royalty and vanished from sight. I watched her until she was gone, then continued after the Changeling, following him through the damaged castle and into the crystal caverns beneath. Along the way I allowed myself a smile as I saw my guards and the Changelings working together to collect the creatures that had been frozen by the Elements.

Perhaps, I thought, there is a chance for peace between us.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 47

Chapter 47

Tobias

Blue crystals jettisoned from every wall and even hung from the ceiling, leaving the stone floor of the caverns uncovered. Considering what we’ve seen on this world already — dragons, unicorns, a castle precariously balanced on a mountain, myself perched on a cloud — you would think that this place would have been a little more extravagant. Still, the size of the crystals was impressive and not regularly seen on Earth.

“Can’t believe I’m down here again,” Twilight muttered to herself. She was leaning against Applejack heavily and every step she took was laboured, but she refused to remain behind and rest. She still wore her peculiar tiara; when Luna had attempted to take it from her, she had clutched the thing between her hooves defensively. To be honest, if I had a magic crown that could make controllers freeze in place, I’d probably hold on to it as well.

“Ya had the option ta stay behind and rest, Twi,” Applejack chided. “Nopony forced ya ta come but yerself.” Like Twilight, she refused to give up her necklace. I wanted to ask why the jewel was shaped like an apple, but decided to leave it for another time.

Even down here there were still controllers, as unmoving as the others the Princesses were collecting. There were a few unicorns and pegasi among them, though humans and taxxon far outnumbered them. Some Changelings were chittering to one another as we passed, glancing our way but otherwise ignoring us.

“Sir Tobias, if you could so kind as to illuminate this passageway we could proceed.” Luna’s voice cut through the darkness and I hurried ahead, setting my wings aflame and lighting the cavern. I honestly was having a hard time staying as a hawk lately. A phoenix just seemed so much more...magical.

It was so much easier to simply stay aloft as a phoenix; I could hover in place almost without moving, barely flapping my wings at all. And this thing could move when it wanted to. Being actually able to help out in battles beyond diving at opponents and raking them with my talons made me feel more useful as well.

Ax asked, swerving a stalk eye towards me.

I was momentarily thrown by the odd question and glanced over myself as best I could.

“No, there is a much simpler answer to phoenix fire,” the princess said. “It is produced from their internal magic reserves and distributed evenly over their feathers.” She paused a moment in thought. “Though if you prefer the original myth, they are simply normal birds which have been blessed by the sun and are able to reproduce its light at will.”

“Oh, yeah, ‘Celestia’s Blessing’, right?” Twilight piped up, suddenly energetic. “They flew so close to the sun that it blessed them for their bravery with angelic songs and brought forth the fire of their hearts.”

Ax insisted.

“Was Our explanation of magical distribution not satisfactory?” Luna inquired.

Ax said bluntly. Ax, rather uncharacteristically, was sounding extremely frustrated by this point.

“Ax, man, let it go,” Marco said gently. “It’s a magical land of magic ponies, what more do you need to know?”

His tail twitched slightly as he spoke.

“We do care!” Twilight shouted indignantly. “There are schools all over to help unicorns learn how to control their magic, and the Canterlot Library boasts the largest collection of books and recordings of knowledge in all of Equestria.” She lifted her head and seemed to look Ax in all four of his eyes. “And, just so you know, we’re quite fluent in the sciences as well.”

Ax was cut off when we rounded a corner and were hit face-first with a wall of sunlight. I dimmed the fire in my feathers and waited for my eyes to adjust to the brightness, but surprisingly it was like nothing had changed for my vision at all.

Looking into the light I saw that we were somewhere on the far side of the mountain. There were several Yeerk ships crashed all over — I guessed the weird rainbow light had reached this far. One Bug Fighter was perched on a cliffside just outside of the cavern, and looking through the windows I could see that the crew of Hork Bajir and Taxxons were also frozen.

“Oh my,” Luna gasped. “We had no idea they were so close...”

“How did they manage to bore through solid rock without alerting any of us?” Twilight wondered.

“Maybe they did this recently, like before the attack?” Marco said. “It wouldn’t take that long from the looks of things.”

“Wouldn’t take long? Ah think even a unicorn would have trouble movin’ this much rock,” Applejack cut in. “An’ no offense, but y’all ain’t exactly the strongest creatures around.”

Ax replied.

“You late!”

The voice cut into our conversation and all six heads swerved to look at the lone Changeling that had seemingly appeared out of nowhere. Given their camouflage ability, I wonder if they can turn invisible, I wondered idly. Regardless, the Changeling hovered up beside us and gave an impatient look.

“Queen wait for long time. She and human prince find something.” It paused for a moment, as if trying to remember. “Small version of flying boat used to find Hive.”

I asked, to which the Changeling nodded.

“Yes. You not know me?”

“Irrelevant,” Luna said. “What did Chrysalis and Prince Jake discover?”

“Come! See!” Illusion said before buzzing down the cliff side.

“...I guess we’re supposed to follow,” Marco muttered. “Does he realize I can’t jump down a sheer drop?”

“And We thought you humans had ingenuity,” Luna said before her horn lit up in midnight-blue light. The same light then covered Marco, Ax, Twilight, and Applejack, who were then lifted a few inches off the ground.

“Two minutes and I could’ve been an osprey or a seagull,” Marco grumbled.

Ax’s stalk eyes were twisting and turning all over.

“Levitation spells are the most fundamental of base magics,” Twilight replied matter of factly.

“Now is not the time to discuss this,” the Princess said, cutting off Ax before he could argue the point further. She simply leapt off the edge of the cliff after Illusion, carrying everyone besides me in her aura and gently floated down. I spread my own wings and followed after her with little more than a thought.

Not thirty feet down the mountain was another cave, though this one was at least twice the size of the one we’d exited from. Inside I could see something made of metal — at first I thought it was a Bug Fighter, but upon closer inspection I rejected that idea on the grounds that the thing was too big. Changelings were all over the ship, inspecting it and moving paralyzed controllers to the side. And as we continued our descent I was able to see Jake, Rachel, and Cassie talking with the Changeling Queen. It was almost surreal, seeing three humans talking and smiling with some weird cockroach-horse creature without the humans getting eaten.

“It’s not polite to keep royalty waiting,” the Queen said without even turning to look at us. Illusion flew over and landed beside her, staring straight ahead at Jake and the others, his chest puffed out proudly.

“A Princess is never late. She arrives precisely when she means to,” Luna curtly replied. “Now, what is it you have discovered?”

“An excellent question, sister,” a regal voice spoke from the pathway in the back of the cave. A white light illuminated the entrance, revealing the white princess Rainbow had called Celestia. Speaking of the pegasus, she was right beside the princess, along with Rarity, Fluttershy, and Pinkie Pie — all still wearing their respective magic necklaces.

“Twilight, what are you doing?” Rarity said once she laid eyes on Twilight. “You should be resting and recuperating.”

“I’m fine, Rarity,” Twilight insisted as she and the others were let down by Luna. “There’s more important matters at hoof.”

“How could anything be more important than your health, Twilight?” Rarity persisted.

“Our nation, and all the citizens who live in it,” Twilight said defensively. Rarity seemed abashed by her response and didn’t say anything further.

“There will be time for these discussions later,” Celestia said before turning to Jake and the others. “Now then, you were saying what you have discovered?”

“Yes, we found a Yeerk spacecraft, your highnesses,” Cassie said, even bowing a little at both Celestia and Luna. “We were just thinking over some plans on how it might help us against the mothership.”

Ax stated.

“Even if we hit an engine and bring it down?” Jake asked. I saw Rainbow wince at the mention of crashing a ship, though she tried to hide it.

He paused a moment.

“Assuming it’s even still there,” the Changeling Queen cut in. Everyone looked at her, to which she continued, “I’m just saying. Your invasion fails, you don’t stick around. You retreat and regroup.”

“They most likely don’t know about the failure,” Jake said. “Which is why we need to do this as quickly as possible.” He crossed his arms across his chest. “That said, we can’t attack the ship, and we definitely can’t sneak onboard. I’m open to ideas.”

A long awkward silence held in the air, eventually broken by Marco. “Oh, good, nobody has a plan. Let’s just go home, then. Things will work out perfectly in the end, I’m sure.”

Twilight glared at him, some of her energy having seemingly returned. “How can you just give up like that? Aren’t we important enough to help?” Her horn sparked with magic, I guess would be the word, and something sparked in my own mind.

Everyone turned to look at me and for a moment I felt rather nervous about having so many eyes on me, but I shook it off and looked at Twilight.

“Nonsense,” she cut me off with a smile. “I’ll be happy to help.”

“Wherever Twilight goes, I’m in too!” Rainbow jumped in exuberantly. One by one, the other ponies reached pitched in their own words of loyalty and stood beside Twilight. It was almost poetic, the way these six stood by each other.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 48

Chapter 48

Twilight

To say I wasn’t having doubts about the plan would be lying. There were so many ways it could go wrong, which Ax seemed to delight in explaining how precise I had to be. If I only had a week or so to practice before the matter I would be more confident, but Ax — again — insisted that I simply didn’t have the time to prepare. Princess Celestia said she had the utmost confidence in my abilities, and with all my friends urging me on I felt like I could do it, but it wasn’t until I was on the giant metal ship and it lifted off the ground that I began to have second thoughts.

“Ah’m sure you’ll do fine, Twi,” Applejack said, breaking me out of my mild depression. “If there’s any unicorn that can do it, you can.”

“Yeah, and the guys on the ship’ll never see it coming!” Rainbow cut in jubilantly. “We’ll end this stupid invasion easy!”

“Thanks, girls, but I don’t think it’ll be that simple,” I said softly.

Rainbow gave a sharp laugh. “Since when has anything we’ve ever been in turned out simple? Nightmare Moon, Discord, the Changeling Invasion. We’ll get through this just fine.”

“Oh wow,” Pinkie Pie suddenly piped up, her face pressed against the window. “Look how iddy biddy everypony is from up here!”

Ax said.

Prince Jake asked from somewhere in Ax’s fur. He and the others had turned into fleas due to the cramped conditions of having twelve beings in one ship, except for Ax, since he had to pilot the thing.

The ship chose that moment to wobble and shake for a moment, sending a cry of alarm through the girls. Including myself, admittedly. Ax said after the ship had stabilized.

Cassie muttered.

Marco said; I had the slight suspicion he was joking.

A soft gasp from my left made me turn just in time to see Fluttershy duck down from the window, cowering in fear. I moved closer to her and spoke softly. “Hey, Fluttershy. Everything alright?” She squeaked something in return, pointing a hoof at the window, then quickly curled into a ball once more.

Outside the window was a vast, endless expansion of Luna’s night sky, filled with so many stars and shapes that I couldn’t possibly begin to count them all. I saw all the constellations: Orion, Draco, Cancer, and the rest. Did this mean that Luna’s night never truly went away? Was it just hidden by Celestia’s day? Before I could contemplate this something else caught my eye; below us was Equestria.

I gasped softly as I pushed my nose up against the glass, staring down at Equestria. It only dawned on me just now how high I was; this was higher than even Rainbow had ever flown. Vast oceans covered the planet in a brilliant blue, broken by an almost shimmering green for land. We were up high enough that I could no longer make out cities or roads, just sprawling green plains, or a giant brown desert. Up north was covered in white, and all over clouds simply hung in the air, scattered about much like stars in the sky.

“Wow.”

Ax’s ‘voice’, if it could be called as such, brought me out of my reverie, and I reluctantly pulled away from the window, only now noticing both Rarity and Applejack pressed up against it as well. And sure enough, something was steadily appearing on the horizon. It was like a huge bloated black spider, but with a flat belly and only three legs that looked more like they belonged on a crab. Coming from the bottom were dozens of tentacle-like devices.

“Awww, isn’t it so cute?” Pinkie asked.

“Cute is hardly the word I would use to describe it with,” Rarity replied.

“Y-yeah...” Fluttershy whispered.

Ax said suddenly.

“Right, prepare. Should be easy,” I stammered and gave a nervous smile.

“Twilight, dear.” I glanced over at Rarity, who smiled at me in earnest. “Twilight, really. If I can do it, then I know you can.”

“Shucks, Twi, Ah dunno why yer bein’ so nervous about this whole thing.”

No, I thought. You don’t know, and I pray you never will. When I had that Yeerk in my head, I was forced to do horrible things to them all. Spike went through that... that feeling of helplessness. But even with all that this one Yeerk did, this Visser Seven — all this pain and treachery — that didn’t mean they were all bad. Illusion wasn’t a bad Changeling, Spike wasn’t a bad dragon, so that must mean that there are other Yeerks out there who aren’t bad — like the one Applebloom had. But do the innocent have to suffer for the crimes of the violent? The hosts have done nothing wrong...

Still, I couldn’t burden my friends with this knowledge, and so simply smiled. “It’s just the furthest I’ve ever gone. And I can’t even see where we’re heading. It’s a bit unnerving.”

“What’s there to be unnerved about?” Rainbow asked, flashing her good wing. “We go in, kick these aliens in the flank, and then we head home. Simple.”

“Are we sure we couldn’t just ask them to leave politely?” Fluttershy squeaked out.

Ax cut in.

“Fine by me,” Rainbow said jubilantly. “We’ll show these guys that nopony invades Equestria and gets away with it!”

If anypony else had said that in this situation I might have agreed. I might have nodded and put forth all my efforts like it was the Princess Herself giving a speech. But when I heard those words from Rainbow Dash, all I could think of was just a few hours ago. Of Visser Seven laying on the ground, and Rainbow looking at her with contempt. Of her hoof raising high, and coming down strong. Did the Visser really have to die?

Ax said. He swerved a stalk eye towards me.

“R-right. Ok, here we go.” I took a deep breath and, after a quick glance out the window to the ship, closed my eyes, feeling the surge of magic through me. Teleportation was not an easy spell even if it was just myself, but I had been practicing in small doses. And yet, this was so far beyond what I’d ever done before. The immense distance, bringing everyone along, not being able to see where I was going, popping in to a place that I’d never been before... there was so much that could go wrong.

It wasn’t like normal teleportation, either. I had to extend my energy out, touching the others that would be coming with me, but I also had to restrict it so I didn’t bring the ship, or pieces of it, with me and blow Ax into space. And the Visser’s leaving already had me slightly exhausted. Still, I felt confident that I was going to do it successfully and released the buildup of magic. Almost immediately I gave a yelp of pain as what felt like lightning flashed up my spine, focusing on my horn, but my voice was torn away as I emerged into...

...well, I don’t know. It was like I was looking outside the ship and into the fast blackness of night and stars... but different. Where there should be black, there was dark blue that grew lighter near the center, which moved as if it were mist or fog. The stars were fewer, but varied in size and brightness.

Oh no... I looked around frantically for my friends. They were all around me, flickering in the mist. Or were they part of it? I tried to call to them, but my voice had left me, and when I opened my mouth it felt like I was taking in... nothing. In fact, that’s what everything felt like. I wasn’t breathing, just floating in the air, curiously numb. A warning I remembered reading in my studies on teleportation cautioned about what might happen if you exited in a wall and I grew despondent. Oh Celestia, what have I done?

My friends weren’t moving. Weren’t breathing. Every moment I was watching them get pull further from my sight as the mist swallowed them. No! I screamed, but the sound never left my mouth. The stars all seemed to shine a little brighter after that. Desperately I tried to move towards them, but the mist seemed to fight my efforts — what little there was. No! I won’t lose them! I won’t!

Then, as abruptly as it had come, the light just simply vanished, my friends along with it. There was a moment of abject darkness as I hung in the air, then I just simply dropped and felt a cold metallic surface beneath my hooves. I barely had time to register this before my entire body seemed to be set aflame as my senses returned; I think I screamed, but I couldn’t be certain. At some point I fell over, laying on the floor and just panting for breath. Air! Sweet Celestia, air!

I don’t know how long I laid there, just relishing in the simple act of breathing. The cool metal beneath me felt wonderful on my burning skin and I felt magically drained, but I was alive. There was some strange noise ringing in my ears, but I ignored it, thinking it was just my hearing returning. The noise persisted, however, growing louder over time. And was that a...voice?

“...under attack. Repeat: the docking bay is under attack. All personnel are ordered to battle rosters.” I weakly lifted my head and looked around, trying to locate the speaker. The room I was in was average-sized for a living room, with several chairs set around a single table in its center. Sitting there was one of those draconic creatures the Yeerks used as hosts.

It looked at me in confusion for half a second before abruptly standing and striding over to me in two steps. I wanted to fire magic, to get up and run, to do something. But all my strength seemed to have fled me when the dragon-thing reached towards me with a clawed hand.

Then there was a flash of orange. A sickening crack, and the lizard beast went sailing into the far wall, unmoving.

“Twi! You alright?”

I blinked in the light until the orange blur finally decided to settle, revealing...

“Applejack?” I slurred; I shook my head and groaned at the pain that rose from it. “Wha-what happened?”

Applejack forced me to my hooves, letting me lean on her until I felt confident in my ability to stand unaided. “Ah dunno, but we gotta hurry. Prince Jake is already fightin’ an’ we ain’t nowhere near the bridge.”

Without waiting for a response she took off again, running through what looked like a doorway and vanished, leaving me standing there in a stupor for a few moments before realizing she left me behind. “W-wait! Applejack!” I cried, hurrying after her as best I could. Luckily she didn’t get too far; I found her just at the corner of two adjoining corridors, slamming her hoof down on the head of another draconic beast.

She didn’t notice the second one behind her, aiming its handheld weapon at her head.

“Applejack, get down!”

She didn’t even look to me for explanation, just ducking down onto the unconscious reptile as I fired a blast of magic at the one taking aim. My blast hit between his eyes, and he fell back with an anguished grunt, his weapon clattering against the ground. Applejack took a moment to look him over before flashing me a smile. “Thanks, Twi. Knew ya had mah back.” I nodded back weakly; it was odd, but firing that simple blast seemed to take far more out of me than it should have.

“Applejack, do you have any idea where you’re going?” I asked, trotting over to her.

“Naw, but Ah know standing around won’t git us there any faster.” She took a moment to look down the hallways before settling on one seemingly at random. “C’mon, it’s this way. Maybe.” Without pausing she bounded down the hall, effortlessly leaping at a human whom came out of a side-room and knocking him out cleanly.

“Applejack!” I shouted in exasperation as I ran to catch up with her. “You can’t just run off! We need to figure out where we are!”

“Ah know where we are! Ah jes don’ know how to git to where we wanna be!” Applejack shot back.

The inside of the ship was a vast metal corridor. It almost looked as wide as the interior of the Canterlot Palace, though far less welcoming and lacking any of the visual aesthetics. A red light illuminated the entire corridor and cast an eerie look upon the walls.

“Ok, so maybe Ah don’t know where Ah’m goin’,” Applejack said sadly, though she was quickly silenced by what we heard next.

“Ha-ha! Take this you jerks!”

“Would you fools just shoot it already? It’s only one freaking pony!”

“One fast pony!”

“That sounds like Rainbow,” Applejack muttered.

“Like you needed confirmation?” I couldn’t help but grin as I turned and ran for the voices as best I could.

I spun a corner, running into the room where I thought Rainbow was, and nearly ran snout-first into one of those giant dragon-like things. I gave a yelp of surprise and backed away just in time for Rainbow to come up on the other side and punt it across the room. It impacted with one of the far walls, but wasn’t knocked out, just dazed.

“Hey guys, mind lending me a hoof with these jokers?” Rainbow asked nonchalantly, though I could hear a tinge of pain in her voice. Before I could figure it out, however, she grabbed both me and Applejack and pinned us to the ground in time to avoid an incoming beam. I lifted my head, noticed the girl was already aiming at us again, and quickly fired a bolt from my horn, knocking the weapon away.

Before she could react Applejack was already kicking her in the stomach, moving as fast as I’d ever seen her. The human went down, but there were still a few others we had to deal with. With my head throbbing from Rainbow’s actions, I couldn’t really make out what was happening. It all seemed to just be going to Tartarus.

“Go for the unicorn! Take it out first!”

“Applejack, behind you!”

“Try to take them alive!”

“Twilight! Little help?”

In the midst of the confusion I somehow found myself huddled behind some form of console with several square pads. Behind me was a window that let me see Equestria again, as well as the moon. One of the bloated centipedes was lying beside it, but all of its legs had been snapped off in the fight, leaving it to writhe and hiss in anger. I ignored it and tried my best to formulate some kind of plan. From what I could tell there were at least five humans and two of the draconic beasts in the room still.

No, make that only one draconic beast, courtesy of Applejack and Rainbow working together to trip it. One of the humans made a run at me but I easily blasted him back against the wall before he could get much closer, trying to ignore the pain that shot through my horn as I did so.

TSSSEEEEWWW!

I heard Applejack cry in alarm as the human’s weapon fired upon his impact. It went sailing towards Rainbow, but thankfully she’d seen and managed to jump just as the beam scorched the tip of her tail off. She leapt onto the other draconic thing’s head and bounded off it in one clean move, aiming for me. With a heavy THUD she landed on the console beside me, the thing nearly bursting at the sides from the sudden impact. Sparks flew out from around Rainbow’s hooves and she quickly hopped off.

“Hehe, oops. Hope that wasn’t important.”

No sooner had Rainbow jumped off the console did the ship suddenly pitch forward and everypony in the room was tossed around like a rag doll. The legless centipede went tumbling into the unconscious draconic beast and was torn open on its blades, which filled the room with a foul odor and disgusting green guts.

“I didn’t do it!” Rainbow protested, though she was quickly drowned out by the alarm that went off, different from the first one I’d heard.

“Bridge! Why are the engines off? What’s going on up there?”

“You turned engines off?!” the dragon-thing shouted accusingly, pointing a claw at Rainbow.

“It was an accident!” Rainbow shot back. The living collection of blades looked like he was about to get up, but a well-timed buck from Applejack made sure he stayed down. I took a moment to look around; besides the three of us, everything else in the room was unconscious — or dead, if the centipede had friends that Rainbow took care of before Applejack and myself arrived. I happened to glance out the window, but instead of the endless expanse of black I saw Equestria, brilliant blue and green...and getting closer.

“Girls, we have a problem!” I shouted, pointing a hoof at the screen. Applejack’s face seemed to drain of colour.

I ran around the room, looking for some switch or a lever or anything that had ‘Start Engines’ on it, or something to that effect. The ship rumbled and I stumbled, crashing into Rainbow, and the two of us fell to the floor in a tangle of hooves.

I was momentarily disoriented, but managed to lift my head up and look out the window again. Equestria was still getting closer, close enough now that I could begin to make out some of the larger mountains. The alarm was still blaring, with that annoying voice shouting at someone to turn the engines on — part of me wondered why there wasn’t a way to turn on the engines right by them.

I looked at Rainbow and Applejack, looked at the planet that was steadily getting bigger. I trembled slightly as I drew Rainbow into a tight hug, then did what any reasonable, sane pony would do in this situation.

I screamed.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 49

Chapter 49

Cassie

Jake asked.

Ax replied.

I said, already beginning to demorph.

Rachel said.

“Yeah, I know,” I said once my mouth had formed. Once I felt my size begin to increase I jumped off of Ax and landed on half formed feet.

“Alright, Ax. Once we’re in the docking bay you take the lead,” Jake said once he had finished morphing. “Everyone else, get in battle morphs and be ready to fight.”

“We’ll worry about that when it comes,” Jake said. “Let’s just make sure we do our part and hope Twilight can do hers.”

This seems to be a recurring theme with us and alien planets, I thought to myself. Go there, get shot at by Yeerks, perform a last minute suicide charge, and hope to get home. I glanced around and noticed that everyone, besides Ax, was already beginning to morph. I sighed inwardly and focused on the wolf DNA that swam within my blood stream. Actually, that’s something we still have to think about, I thought as fur sprouted all over my body. How do we get home? We trashed our ride and I don’t think the Yeerks will give us a lift.

I shook my head and concentrated harder, trying not to wince as I heard my own bones pop and reshape themselves. Guess we’ll burn that bridge when we get to it.

It didn’t take long for us all to finish morphing. Though admittedly, a grizzly bear, Andalite, wolf, tiger, gorilla, and phoenix were a bit of a tight fit inside this ship. Rachel alone took up most of the elbow room.

Jake asked.

Tobias shot back.

Ax said.

Sure enough, I felt the ship lurch as we suddenly slowed down. It’s a good thing Rachel was on all fours, or else I’m sure she would have crushed all of us.

Ax said blandly.

Marco shouted.

I awkwardly shifted my position so that I was facing the doors. This was not made easy due to Rachel taking up most of the free space, so by the time I managed it the doors were already hissing open. A faint red light filled in the cracks the door left behind, exposing the interior of the docking bay. I’m sure Marco would have described it like something from Star Wars, only less white spaces and more grey and black. Also, the red light from above gave an eerie atmosphere.

And then, of course, there were the ten or so Hork-Bajir guards conversing by the door. One of them looked our way in a bored manner, then his eyes widened and he shouted something at the others.

Jake ordered. Rachel gave a bellow and ran forward, smashing into the guards before they could scatter in time. Behind her was Tobias, wings spread outwards in a blinding display of fire and light — made worse by the surrounding metal. I closed my eyes in time, but from the sounds of things many of the Hork Bajir weren’t as fortunate. There were grunts of pain and the occasional clattering of metal from falling Dracon beams, but that soon got drowned out by one thousand pounds of very angry grizzly slamming living sawblades into the walls.

I managed to jump onto the back of a Hork-Bajir that was taking aim at Marco, who was wrestling with another. My Hork-Bajir went down and I grabbed his neck in my jaws, felt my teeth sink into his neck, specifically the windpipe. I held back the instinct to kill him and instead held him tightly in my jaws, dodging his wild slashes, until suffocation caused him to black out.

Letting him drop to the floor I looked up just in time to see Marco throw a guard into the ship head-first. He then dusted his giant hands off before lumbering off towards Jake and the others, whom were all gathering near the far entrance.

Rachel said.

Jake said.

Marco said. Jake didn’t reply, instead bounding after Ax. Marco stood there for a moment, taking it in before running after him.

Rachel said before lowering onto all fours and plowing after Jake, the rest of us following swiftly behind. The halls were curiously empty; I guess it could have been because of whatever Twilight and the others were doing. As if to answer my suspicions, a loud siren began echoing through the corridors of the ship.

I said.

Ax led us into a large room; the noise of moving machinery blasted my ears the moment we entered. Along the far wall a few controllers rested lazily, hunched over a control panel. One of them looked up when we entered, but a quick flash of light from Tobias left him and his friends dazed long enough for us to close the gap. The fight was over in seconds, with none of the controllers able to even grab a weapon.

Rachel gleefully shouted.

Jake said. Looking around the room, I noticed that there were many odd bits of machinery giving off bright lights. But nothing here looked like the Kandrona we’d destroyed in the EGS Tower — or even remotely close.

Ax said.

Marco complained.

I asked, ignoring Marco.

Tobias cut in.

Ax said.

Marco muttered.

I looked at one of the panels the controllers had been stationed at.

Jake pointed out.

Ax wasted no time and went straight to work. An uncomfortable silence fell on us as we stood around him, glancing around warily.

Rachel whispered.

Marco exclaimed.

As if in answer an alarm began blaring and I instinctively tried to cover my ears at how shrill it sounded. A voice then followed shortly after.

“We’re under attack. Repeat: the docking bay is under attack. All personnel are ordered to battle rosters.”

Marco yelled as a few Hork-Bajir ran in towards us, each brandishing a hand-held Dracon Beam.

Roaring, Rachel charged headlong at the nearest one. He raised his Dracon Beam to fire, but grizzly bears are much faster than they look. He was only able to aim the beam at her shoulder before she was upon him. The shot grazed her shoulder, which only made Rachel madder. She dug her claws into him in retaliation.

Another Hork-Bajir was aiming his beam at Rachel’s head, but by now the rest of us had spread out around the room. I leaped at him and bit into his arm. Blood and bone filled my mouth and the Dracon Beam fell from his hand to clatter on the floor. Grunting in pain and rage, he tried to swipe at me with the blades on his free arm. I managed to let go of him in time to save my face from getting sliced open, but his last blade caught my nose and severed the left nostril. Howling in pain, I managed to leap back as he slashed again and again. But he only had one good arm, and was going up against a wolf. Once his arm lowered, I dashed to his bad side and leaped onto his back, knocking him off balance and into the nearest wall.

Ax called.

Jake yelled back; I glanced at him in time to see him leap out of the way of a Dracon Beam shot.

There was a brief pause, during which I managed to move out of the way of a human that tried to jump on me.

Marco said nonchalantly, smashing the heads of two Hork-Bajir together with a sickening crunch. He gave a cry of pain as a Dracon Beam ripped apart his shoulder, though he quickly recovered and swung a gigantic fist at the controller, almost certainly breaking a few bones.

My ears flicked to the right, and I turned to see a human struggling towards some form of button on the wall that looked way too much like an alarm for my liking. With a few quick strides I caught up to her easily and slammed into her right side, pushing her into the body of an unconscious Hork-Bajir. She gave a low groan and tried to stand, only for me to knock her over again. This time she didn’t get back up.

Ax cut in.

Tobias said.

Ax said nothing more and turned back to the console, though I noted both of his stalk eyes continued keeping an eye on the battle. I leaped onto a Hork-Bajir, my weight and momentum sending the both of us careening into the wall. I felt a blade sink into my side and gave a yelp, but before I could retaliate a large hairy black first slammed into the controller’s face and he slumped backwards.

I turned away from the controller, quickly scanning the room and trying to locate my next target, but there weren’t any. Besides the six of us everyone else was unconscious or dead.

Marco said, lumbering away from the fallen Hork-Bajir.

Ax said. He swung a stalk eye right at Marco.

The console beeped just then and all four of Ax’s eyes focused on it intently. After a few tense moments he swiveled one to look at Jake.

Jake ordered.

There was more silence, save the constant whirring of the engines, as Ax worked diligently for a few minutes, until the entire engine room suddenly went dead and we were plunged into complete silence. I looked around in confusion, but couldn’t see anything out of the ordinary.

I asked.

Ax said, sounding uncharacteristically nervous.

Jake demanded.

Ax explained.

Rachel strained.

Ax said simply.

Marco nearly shouted.

Rachel yelled.

Whatever Rachel was about to say next was lost as the ship suddenly went into a nosedive and we went flying around the room — except for Tobias, curiously, who seemed to be able to hover in one place no matter what the circumstances. The five of us who were currently incapable of levitation fell into a pile at the frontward end of the room, along with every unconscious or dead body that happened to lie between us and the wall.

Marco grumbled.

Jake ordered, twisting his body to avoid a falling piece of machinery. <Before we crash!>

Ax said in a voice that was way too calm, all things considered. I was about to ask him why he didn’t morph his harrier and fly to the console, but when I looked at him I immediately saw why: he was trapped beneath several bodies, both Hork-Bajir and human, and the angle with which we were falling was making it difficult for his weak arms to get the leverage necessary to get himself free.

“Weeeeeeeee! This is fun!”

I looked around quickly, trying to find the source of the voice, and spotted a pink blur running along the floor as if it were perfectly level. Pinkie Pie ran towards us, then quickly curved and ran back up towards the exit.

Marco asked incredulously. I looked again, and sure enough, Pinkie wasn’t running, but skating along the floors, yet she wasn’t actually wearing any skates. She was just going through the motions and somehow was propelling herself forward.

Ax said, defeated.

Jake called.

“Sure thing, Your Majesty,” Pinkie said, skating up beside Jake. “What do you need?”

Jake ordered.

Marco added.

Ax sighed.

“Okie, Dokie, Lokie, Aximimimokie,” Pinkie giggled before moving to the console and placing her right hoof on the touch pad. “That was easy.”

Ax said.

“Really?” Pinkie’s face scrunched up in concentration, and the doors to the engine room opened up. “Oh wow, these should be put into every house in Equestria!”

Ax insisted, sounding slightly more worried than before.

“Why? What am I doing this for?” Pinkie asked.

Ax tersely said.

“Oooh, the map’s gone! I’ll fix it!” Pinkie giggled and went silent, a look of concentration on her face. Ax stuttered and stammered, trying to find something to say. After a few moments Pinkie brightened up again and laughed. “That was easy!”

Ax asked, clearly bewildered.

“Simple, I asked the computer to bring the map back, and it did — just like you said,” Pinkie explained.

Tobias asked.

I retorted.

Marco added.

“Ooo, I think Twilight knows that spell! Windshield!” Pinkie giggled.

Jake yelled.

Rachel was cut off as the ship suddenly righted itself and we all were thrown to the floor in a heap. I felt something sharp poking into my ribs — Rachel’s claws, most likely. Ax’s hooves were inches from my muzzle, and a massive black hand was draped over my eyes.

Tobias asked. No one had any time to reply beyond panicked screams as the ship suddenly tilted to the side and we rolled along the floor, hoof crushing, paw scratching belly.

Ax said.

I cried.

I never got an answer, as the ship seemed to strike something and we bounced into the air before coming down again hard. I yelped as all of Rachel’s bulk landed squarely on my back, though I didn’t have long to suffer as the ship abruptly stopped and we slid forward, Rachel blissfully rolling off me.

Ax commented dryly.

Marco, of course.

Pinkie giggled. “Captain Obvious Aximimimily!”

Rachel groaned. Complying to her wishes, the pink pony slid down her back and landed perfectly on her hooves.

I asked.

he replied.

I looked him right in the eyes.

Jake was silent for a while before saying, He shot a look at Pinkie.

“Oh, well, see, something might have gone a teensy bit wrong with Twilight’s spell, because I ended up in a room with a big machine that was blinking and buzzing. Then I heard a siren and that guy on the announcement, so I came running to find you guys, since it said you might be in trouble.” She frowned for a moment. “Aww, I just realized, I’m in space and I don’t have any space-cookies or space-muffins. Do you think there’s a kitchen in here I could use?”

Rachel joked, though nobody responded to her. Instead, we all headed for the entrance, where Ax, Jake, and Rachel split and headed down one corridor, which left us to take the other.

The four of us moved as quickly as we could, though I noticed both myself and Marco had a slight limp. Pinkie, however, was hopping the entire time, and Tobias hadn’t seemed to suffer any injury thanks to his hovering. Considering how useful he was in his current morph, I found myself thinking about finding a phoenix of my own to acquire.

The ship was eerily quiet and empty at this point, but I kept glancing in every direction for some hidden assailant or would-be attacker. The closest we ever came to seeing was the occasional unconscious human controller. After a few minutes we burst onto the bridge and I bared my teeth in preparation for a fight...

...only to stop in shock. Applejack was pulling on Twilight, who had somehow managed to get her horn embedded in one of the consoles. A slew of unconscious controllers littered the room, and Rainbow was hunched over another console, clutching onto it for dear life hard enough that I could see the veins in her legs pulse.

“Dashie!” Pinkie zoomed past us and over to her pegasus friend. “Dashie, say something. Please speak to me.”

Slowly, those large magenta eyes turned and focused on Pinkie. After a moment the barest hint of a smile formed on Rainbow’s face and she relaxed all over.

“Heh, didn’t crash this time,” was all she managed to say before her muscles loosened, causing her to slide to the side of the console.

Pinkie moved to provide her with support. “Whoa, does that mean you were flying this thing?” Rainbow just nodded weakly.

I turned away from them, noticed Twilight had gotten free and was rubbing her horn, and looked past her out the window. I was a little surprised at the sunlight streaming in, the bright blue sky above, though I don’t know why. Below that was the vast extension of dry, barren earth that marked the badlands.

And directly right of us, I spotted a small settlement with a massive cherry tree orchard.

I was cut off by a grey shape suddenly appearing out of nowhere and colliding with the front of the ship. After a moment, the pegasus freed herself and tapped on the glass, smiling amicably.

Beside me, Marco sighed.

Author's Note

Written by Samaru163 and Tricondon.

Chapter 50

Chapter 50

Pinkie Pie

“You took that?” Illusion’s eyes went as big as birthday cakes as he looked at the parked Yeerk Ship. “You? All alone?”

I giggled and leaned on his shoulder (which was really comfy, it turned out). “No silly, Twilight, Rarity, Applejack, Rainbow, Fluttershy, and all of Prince Jake’s friends helped as well. I mean, you saw us all leave together, and that ship is so big inside. I mean, it looks big on the outside, but inside is even bigger. What with all the hallways and rooms and passageways.”

“That what I mean. You twelve take ship by yourselves.” Illusion seemed stunned by the news. “It take half of all warrior Changelings to take ship.”

“Naw, it was easy!” I said, grabbing a plate and holding it out to him. “Here, try a cupcake! I made them myself.”

Illusion gave a weird hiss of surprise, which ended up startling a group of Changelings above him, causing them to nearly drop the weird lizard monster they were carrying. But I knew nothing was gonna happen, ‘cause my tail wasn’t twitching.

These last few days had been nothing but work. Changelings had been buzzing in from everywhere, bringing Yeerks from all corners of Equestria and loading them onto the ship. Except for the ponies, because they couldn’t leave all their friends and families behind - especially when they didn’t have any control over what they did. If that was the case, then all of my friends and I would be tossed out because of that time Discord made our memories all wonky and our personalities mean, lean, and very obscene.

But Princess Celestia is a super-nice leader. So when she and Luna arrived, she had us all use the Elements to unfreeze the ponies so she could talk to them. They got this really fair deal, all things considered: the Princess would let them all go home if they agreed to leave the poor ponies they’d infested then and there. Luckily they all agreed without much trouble, most likely because of the Princess’ super diplomacy, and some Changelings escorted them all inside the ship. Aximimimily said that all the little Yeerks were going to be put inside one of their indoor pools for transport. I wonder if the Princesses could install indoor pools inside of our carriages — it’d make travel at least ten times more fun! I could hold the world’s first moving pool party!

A flash of white to my side caught my eye and I turned, smiling as Sweetie Belle did this really funny hobble-walk out of the ship. A guard walked over to support her, but he was pushed out of the way by Rarity as she came running in, scooping Sweetie Belle up and hugging her tightly. They just sat there in the middle of the path for a while, holding each other, tears streaming down Rarity’s face and messing up her carefully applied eyeliner. It was a little hard to see Sweetie Belle, but I was pretty sure she was crying too. Part of me wanted to go over and cheer them up, but I knew it was best to leave the two of them alone for a while. I could always throw them a ‘Your sister’s back to normal’ party when we got back to Ponyville.

“Lot of love between white pony,” Illusion said, leaning slightly towards them.

“Yeah,” I sniffled.

Not too long after the last pony had exited the ship came Twilight, Marco, and Aximimimimily, came walking out and talking amongst each other. Shining Armour was beside Twilight, and he gave her a quick hug before joining the others. She looked like she was about to cry, or maybe she already had. It wasn’t a sad cry, more like a happy one — which made sense, seeing as she got her brother back and all.

Illusion was still super excited to see Rarity and Sweetie Belle back together, so I decided to bounce over to Twilight and see what’s up (besides the sky, of course).

“Hey there, everypony, what’cha been up to inside?”

Ax said. Well, not really said — since he doesn’t have a mouth.

“And a good thing too,” Marco said. “I mean, I like you guys and all, but if it came down between humanity and you, you’d win.”

“Is this because we have magic and powered flight?” Twilight inquired.

“No, it’s because all the girls of the world would want to keep you, so the guys would be suckered into letting you win.”

I couldn’t help but giggle when he’d finished, with Twilight quickly joining. “D-does that mean you think we’re cute?”

Marco stuttered something, but I couldn’t hear what he said since I was laughing even harder.

Ax said once Twilight stopped laughing.

“Thank you, Ax,” Twilight’s face suddenly developed a small frown. “But I don’t understand why you wouldn’t let us free the humans as well.”

“It’s too risky,” Marco answered. “The Yeerks would notice if all the human controllers they’d sent here were to suddenly go missing. Plus, if they got re-infested on Earth, then they’d know who we are, and that’s the end of us.”

Twilight opened her mouth as if to protest, but Marco held up one of his hands. “I know what you’re gonna say, but it won’t work. We’re talking a couple hundred humans, maybe a couple thousand. I dunno, I never counted. That’s nothing compared to the several hundred thousand back on Earth, and even then I’m guessing. We simply have no way to count them without exposing ourselves. Not to mention getting them back to Earth with us.”

I sagged, suddenly feeling unhappy. “Oh. I thought it was over...”

Ax swerved one of his stalk-eyes towards me.

Marco sighed. “Seems like it’s never over for us, though.”

Twilight looked at both of them with a sad smile. “Well, you were able to help us fight the Yeerks, so I just know you’ll end up winning in the end.”

I perked up, my mind racing with ideas. “Ooh, and when you win you can come back here and we can celebrate.”

Marco gave a small chuckle, but not a happy one. It wasn’t sad either, more like amused. “Sure Pinkie, we’ll just have to convince Jake to let us return.”

Ax said.

“Ooh, I’ll come with you!” I said, bouncing. “I think he was talking with Princess Celestia.”

“Yep,” I pointed a hoof over to the town of Dodge Junction — which is really fun to say. “I saw her head that way not too long ago. Come on!” I began bouncing towards the town, glancing over at the large group of free ponies, all of whom were learning to walk on their own again.

The guards keeping the townsponies away from the ship let us pass without any trouble. I guess Aximimiimimimi was well-known enough to not need any questions. Or Twilight. Or maybe even myself.

“This has been one crazy adventure,” Marco said. I turned around, bouncing backwards so I could listen to him better. “Though it feels nice to actually get a tangible win for once.”

I stopped bouncing in mid-air as my eyelid fluttered and my ear flopped over, then landed back on the ground so my hoof could stomp. I giggled and looked around, twisting my head this way and that. “Oooh, somepony’s really excited!”

Ax began.

“Of course we do.”

I saw Marco’s eyes go wide and look at me. “Well, you did it. You finally broke Ax.”

I looked over at Ax, then back at Marco. “He doesn’t seem broken to me.”

Marco sighed, burying his face in his hands. “That isn’t what I mean...just forget it.” He looked around. “Town this small, you’d think we could find one giant white pony a lot easier.”

“She’s over there,” I said, pointing to where the Princess was speaking to a group of guards busy keeping a crowd of ponies back. “Prince Jake is probably there, too. And maybe Luna.” I gasped. “Oh, that’d be so cool to see so much royalty in one place!”

Marco was about to speak, but something else seemed to catch his eye. Not too far away from us was a rather inconspicuous looking bush, with a pair of binoculars poking out in the direction of the Princess.

“Hey, is that pony hiding in that shrub?” Marco’s face took on a suspicious frown. “An escaped controller?”

One of Ax’s stalk eyes — see, I knew he wasn’t broken — swerved in the direction of the bush.

“Well, that’s not very nice,” I said. “Nopony should go snooping on royalty.”

Twilight just rolled her eyes and walked over to the bush. “Um, excuse me, but what are you doing?”

The pony gave a startled yelp and leapt backwards out of the bush in a streak of minty green. She looked around wildly before focussing on Twilight and smiled awkwardly. “Oh, um, hello...I was just, uh, birdwatching...”

“Oh really?” I said, getting in between Twilight to look Lyra straight in the eyes. “Then you should have been watching the sky instead of royalty, because as of this moment, Prince Jake is not a bird.”

“I’m sure Jake will love knowing he’s got a stalker,” Marco muttered.

“I’m sorry,” Lyra said, practically throwing herself at our hooves (or whatever Marco has now, feet?). “But I was right! I knew Prince Jake’s natural state was a human, so I couldn’t just let this opportunity pass by! I didn’t mean any harm; I just wanted to observe him! You’re a scientist, right Twilight? You understand!” She stopped babbling for a few moments and finally seemed to notice Marco, which made her eyes go even wider, which was really really funny, actually.

“What? Is there something on my shirt?” Marco asked.

“You’re a human,” Lyra said, amazed.

“And you’re a unicorn,” Marco retorted.

“And I’m Pinkie Pie! That is Twilight, and this is Aximimimily!” I giggled, popping up behind Ax’s neck and grabbing his head. “Say hi, Aximimimi!”

Lyra gasped as she looked at Ax. “You’re a...what are you?”

Ax said, though for some reason he sounded irritated.

“Andalite,” Lyra said slowly; I giggled. It’s fun to play with words, too. “Where are you from? Do you live with the humans? Is there a human that can fly? Can you do magic?”

“Look, Lyra,” Twilight said suddenly. “We have important matters with the Princess and Prince Jake, and it really can’t wait any longer.”

“Oh, OK, I get it,” Lyra said, looking upset. I frowned as well, then hopped over to her.

“Awww, it’s OK! There’s going to be a party later, and you can talk to us there! I’m sure Marco would love to spend some time with you.”

Lyra’s head swerved towards Marco. He groaned, and gave a small nod in reply. After that, the four of us left Lyra — giddy as she was — and headed over to the Prince and Princesses. Marco seemed flustered for some reason. I guess he could have been worried about making the wrong impression, like I did with the buffalo. Maybe I should throw a ‘learn about pony culture’ party for the humans. Twilight could help me decide what things to teach first.

Prince Jake and Princess Celestia were talking when we approached, so Princess Luna was the first to spot us. She trotted over, smiling widely.

“We must congratulate you on your fine work,” she said once she was close enough. I opened my mouth to speak before remembering that she was a Princess and bowed. Twilight bowed alongside me, and even Marco and Aximimimily gave their own human and Andalite versions. It made me think of how different humans must be. Maybe I could throw another party later and Prince Jake could tell us about humans!

“It was no problem. We do this kinda thing all the time,” Marco said, smirking.

“Yes. Prince Jake has informed us of some of your ventures,” the Princess continued. “From what we have learned, it seems that you rarely get recognized for your deeds. Our Sister has thus insisted you remain until We may thank you properly for your actions in the past week.”

“I think a fifty-foot statue would be perfect,” Marco mused softly. “Carved from marble, informing all the world of my heroic deeds.”

“Yes, Marco, I’m sure sitting around on your butt all day watching TV is really heroic.”

I turned around to see Rachel walking up towards us, Rainbow flying at her side.

“Oh, Rainbow!” Twilight exclaimed. “Your wing feeling better?”

“Ha, yeah. Still a bit sore, but it feels so good to be airborn again.” Rainbow flexed her wing and gave a sly grin to Rachel. “Should be right as rain by the time we’re back in Ponyville.”

“We are pleased that you are not gravely injured, Rainbow Dash,” Princess Luna said, at which point Rainbow belatedly noticed her and did a mid-air bow. Princess Luna smiled and nodded towards Marco and Aximimimili. “Once your business with the Yeerk ship is concluded We would like to invite you to Canterlot for a proper send-off.”

“Send off?” Rachel turned to the Princess. “You mean we’re finally heading home?”

Princess Luna smiled. “In due time, but first, there are festivities to be had”

Just then my mane exploded outwards in a rain of confetti, plus one noisemaker that got stuck. I giggled and smiled. “Ooh, we’re gonna have a party!”

“With respect, Princess, we really don’t have time for that,” Marco said. “Who knows what Visser Three and his bunch have been up to on Earth with us gone. We need to get back as soon as possible.”

“An understandable plight,” Princess Luna replied. “Yet the warrior who never lowers his sword often finds he can no longer wield it.”

“You certainly can’t fight all the time without ever taking a rest,” Twilight piped up. “And I think you’ve earned at least a day of relaxation for what you’ve done here.”

“I am inclined to agree with my student,” Princess Celestia said as she came in beside Princess Luna. “How well do you predict you will perform in your home directly after liberating ours?”

Aximimimimi said, the sourpuss.

“Aww, come on, Axi!” I pouted. “All work and no play makes you a dull somepony. You need to loosen up and have some fun!”

Ax was about to say something — at least, I think he was. Hard to tell without a mouth — but Prince Jake beat him to the punch.

“Don’t worry, Ax, it’s only going to be for one more day. Besides, we need the time to repair some of these leftover ships for the trip home.”

Ax’s eye seemed to relax a little, but he didn’t say anything else. Probably because he finally saw how important it is to relax. I mean, he’s a really smart Andalite, but the littlest things always seemed to slip right by.

His left stalk eye seemed to notice something, and swerved over the Princesses’s heads to look. I decided to follow it; since Axi thought it was more important than the Princesses, it must be something really impressive. And it was, kinda. I guess it all depends on if you count two Changelings buzzing beside their Queen impressive. I guess seeing the sun through the holes in her legs was pretty neat. I even saw Applejack and Cassie walking side by side through one hole, and in another was Fluttershy with Tobias sitting on her back.

Chrysalis landed nearby, her guards flanking her, and nodded at Prince Jake. “Your Highness. On behalf of myself and my subjects, I would like to offer you my sincerest gratitude for your part in liberating my hive from those vile worms.”

Prince Jake didn’t respond at first — no doubt blown away by the rarity that was the Changeling Queen acting humble!

“Hey!” Rainbow interjected. “We helped too, you know!”

“Rainbow,” Twilight hissed. “Show some restraint.”

Chrysalis narrowed her eyes and snarled. “Very well, I concede the point,” she said through gritted teeth. “You have my thanks as well, Bearers of the Elements of, ugh, Harmony.” Rainbow smiled triumphantly, grinning from cheek to cheek.

“Have your Changelings nearly completed their collection of the controllers?” Celestia asked, breaking up the uncomfortable silence.

“Just about. I still have a few patrol groups looking to see if we might have missed some, but the majority are all here.” Chrysalis turned to look at the Princess, a wry grin snaking its way across her face. “So, if you'll permit me, Celestia, I should be returning to my hive.”

Princess Celestia nodded, her gaze never wandering far from Chrysalis. “Of course. Do travel safely.”

“I’m sensing some bad history between them,” Marco muttered to Prince Jake, who hushed him.

“Quiet. Let’s try not to interfere any more than we have, ok?”

“That ship, my friend, has already sailed.”

I couldn’t help but giggle. “We’re nowhere near the ocean, Marco.” I thought for a moment then gasped loudly. “Oooh, unless you want to get on another airship!”

“Oh no, I’m not doing anymore flying unless it’s with my wings,” Rainbow said.

Chrysalis grinned a little at Dashie before turning to her soldiers. Then, with the precision of a well trained marching band, they took off and flew high into the sky. Then there was this really loud buzzing, and the sky went black as an entire swarm of Changelings followed after their queen. I squinted as hard as I could, looking for Illusion, but couldn’t find him.

The sky was soon empty of Changelings, and I frowned. “Aww, he didn’t even say goodbye...”

Rachel walked over to me. “It’s alright, I think they got the idea.”

I looked up at her and smiled. “You won’t leave without saying goodbye, right? I can throw you a ‘Come Back Soon’ party!”

Princess Celestia stepped forward, smiling. “All in good time, my little pony, but first I have something special planned for our human saviors back at Canterlot.”

Author's Note

Written by Samaru163 and Tricondon.

Chapter 51

Author's Note

Written by Samaru163 and Tricondon.

Chapter 51

Chapter 51

Cassie

“...and though the Yeerks had nearly conquered us, these brave heroes came forward in our time of need.”

Princess Celestia continued her speech while we waited, hidden behind a large red curtain. Beyond it was a balcony that opened to a mass of ponies gathered outside the only undamaged tower left on the palace. Just the sounds of their hooves clopping against the floor had gotten so loud I marveled at how Celestia’s voice still managed to raise above it.

“I still can’t believe we’re doing this,” Rachel said. “I can think of at least three better things to be doing with my time.”

“Do you think these ponies can read English?” Marco asked, ignoring Rachel. “I’m just saying, if they ask for autographs, will I have to learn how to spell my name in their written language, or will they just deal?”

“Ah’m sure they’ll manage,” Applejack said, lifting her hat. “Speakin’ of, how much longer ya think the Princess will be, Twi?”

“Shush, I’m trying to listen,” Twilight said quickly, a big smile plastered on her face.

“These six came, even when their own homeland is besieged heavily by Yeerks,” the Princess continued.

Ax cut in.

“But Tobias is?” Rainbow asked. “He looks like one of Fluttershy’s pets, is all.”

“There are similarities to the indigenous hawks and falcons living near Ponyville,” Twilight said, her attention still mostly on Celestia’s speech. “Though anypony can tell that a hawk who speaks through telepathy and can shapeshift probably isn’t from Equestria.”

“Ah’ve seen ya turn an apple into an orange and rocks into a hat,” Applejack muttered, low enough that Twilight probably didn’t hear. “Why would a changin’ bird surprise me?”

If anyone was going to try and respond to Applejack, they were instantly cut off by Celestia’s next statement.

“And so, it is with the greatest honor that I can introduce to you Prince Jake, Rachel, Cassie, Marco, Tobias, and Ax.”

“Prince Jake!” Twilight hissed. “That’s your cue. Go. Go!” She nudged Jake with her magic and pulled back the curtain. He half-stumbled onto the balcony, landing between Celestia on his left and Luna on his right.

The crowd of ponies, of which I could only barely see them from where I was standing, erupted in what sounded like applause. Glancing over the edge, I saw them stomping the ground with their hooves. There were so many of them, and with the wide range of their fur colour, they all seemed to blend together into a single sea of prismatics.

I felt something push against my back and stepped forward involuntarily, coming up along the other side of Luna. Applejack then stepped from behind me and stood on my left. I couldn’t help but feel self-conscious with all those eyes looking at us; I suppose spending all your time trying to avoid being seen makes you fear the limelight.

Tobias mused. I glanced around, but couldn’t find him.

The lights chose that moment to go dim, save for a few spotlights on a deep red curtain hanging against the wall. Celestia nodded to a guard standing beside it and he drew it away, unveiling a stained glass window.

“Oh, you’ve gotta be kidding me,” Marco grumbled beside me.

The majority of the upper window was blue glass, which I guess was supposed to depict the sky. The lower, however, showed the six of us standing atop a green hill, staring outwards. Marco, Jake, Rachel and I were human, standing as if ready to act upon a moment's notice. Ax was beside Rachel, all four of his eyes looking forward; his tail blade arched above the crook of his back. Finally, Tobias had his wings spread overhead. In the light of the sun, the glass made it look like his wings were reflecting the sun beams.

“How’d they make it so fast?” I whispered to Marco. “They only saw us as human, like, this morning.”

“I just wanna know how they made it in the first place,” Marco whispered back. “Doesn’t it take giant factories to make glass?”

Ax said.

“And you, Cassie,” Luna said, startling me out of my thoughts. It occurred to me then that the princesses had been saying something to the others. Probably along the lines of our heroics or how thankful they were. She probably wasn’t going to say much to me; aside from confirming that the Yeerk in Applebloom was genuinely on our side, that is. “For what use is a leader without subjects whom have the utmost faith in him? Your service is always greatly needed, I have no doubt.”

I nodded quickly, uncertain exactly how to respond. “Er, yes,” I said lamely.

Luna nodded and then stepped back beside Celestia. Celestia spoke next, her voice filling the courtyard with almost no effort. “We thank you, brave heroes, and wish that you soon find victory on your home soil.” Celestia and Luna both bowed — or at least, that’s what I think they were doing. It was odd to see horses furl their wings and kneel over, but I guess that’s what bowing looked like for them.

One after the other every pony down below began to bow as well; even the various pegasuses who were flying above had their own mid-air bow. The prismatic ocean below us seemed to ripple as their heads all lowered in unison. I stood there, both in awe at the magical sight, and in awkwardness as I felt so exposed.

I stood there for a while until I felt Jake tap me on the shoulder. “Alright, we should be thinking about leaving now,” he whispered.

Marco chuckled. “Yeah, let’s just tell the some twenty thousand ponies that their saviors need to leave before they can get an exclusive interview. That’s not going to cause any kind of pandemonium.”

“We do have our own planet to protect, you realize,” Rachel said.

“Aww, but you can’t leave,” Pinkie Pie cut in, her head sticking up between ours. “Not before we have a party!”

Tobias wondered.

Princess Luna turned towards us and smiled. “The guards have finished repairing the castle auditorium. It wasn’t heavily damaged in the attack, and should be large enough for you to use, Pinkie Pie.”

“Great! I’ll go get it set up!” Pinkie shouted, then ran off, her legs a pink blur.

Once she was long gone Jake looked at the midnight-blue princess. “Your majesty, I know you mean well, but we really can’t afford this. We need to get back home.”

“A-are you sure you can’t stay one more day?” a timid voice said. I looked towards Fluttershy, half her face hidden behind her mane, though she was looking at her hooves. “I-I mean, if you don’t mind...”

Applejack stepped up beside her. “What Fluttershy is tryin’ t’ say is that, well, we’ve kinda grown fond of the six of ya. We know that ya need t’ get back home and kick these Yeerks out, but it wouldn’t be right for us t’ let ya go without some form of friendly sendoff.”

“Yeah,” Rainbow said, taking her place beside Applejack. “You guys aren’t getting rid of us that easily. Especially when Rachel and I still have a race to settle.”

“You’ve done so much for us already,” Rarity added. “Please, you must allow us to repay you in some fashion beyond just words.”

Rarity looked so despondent that I couldn’t bear the thought of disappointing her. “Of course we’ll show up, right Jake?”

Jake looked at me and sighed. “Sure, why not stay for one last goodbye.” He nodded at Rarity, who seemed to beam from the news. “It’s not exactly like we can go anywhere until the ship’s ready anyways.”

“Great! Follow me, your Highness,” Twilight said, walking in front of Jake. “Pinkie should have everything set up by now.”

Marco

I stared agape at the room Twilight led us to. It had a high ceiling, and dozens of windows along the walls that showed the palace gardens outside. And the size; you could have fit about half of our school in here and still had room for a buffet table and a DJ. Which, shockingly enough, was exactly what awaited us. The tables were piled high with all manner of drinks and food, and Pinkie was talking with a unicorn with giant glasses behind the turntable.

She quickly noticed us and bounced over. “So, whaddya think? Pretty fun looking, right?”

“That’s one word for it,” I said. Even though the six of us had been on this world for at least a week already, these ponies still managed to pull off something new.

“C’mon already,” she said excitedly. “Let’s party!”

With a nod to the bespectacled unicorn, music began playing and Pinkie grabbed Ax, dragging him over into the middle of the room and awkwardly trying to get him to dance.

“Well, there’s something I never thought I’d see,” Rachel muttered.

I was about to reply when I was gently nudged forward and a large number of ponies began to file in; I recognized a few of them from our airship ride, though most were unfamiliar.

“Well, I dare say it looks like most of Ponyville has shown up,” Rarity said. Her sister, Sweetie Belle, was clutching her leg intensely, unwilling to let go. “Probably interested in getting a closer look at our saviors,” she added with a knowing smile to Jake.

I sighed and made my way over to the snacks table, intent on getting something to eat before all the other ponies took everything good. Also, it had been nearly three days since I’d had an actual meal, assuming you counted the s’mores from our camp-out in Twilight’s tree as a meal.

The snacks were as varied as they were inexplicably colourful. I could only guess at what half of them were supposed to be, though I did spy recognizable objects like brownies and cupcakes among green cubes, flower sandwiches, and orange crackers which I discovered were made from oats. They even had some french fries hidden behind some vegetable sticks.

Hello, we have a winner.

I grabbed myself a plate and spork and reached over to snag myself the best looking ones. Just as I did, an aquamarine blur came from nowhere and slapped my wrist. I winced and pulled back, rubbing my hand, and looked up at whomever attacked me.

“Oh, sorry!” Lyra retracted her hoof sheepishly. “I didn’t see you there... heh.” She smiled broadly, and I swear she was blushing a little.

“We seem to keep bumping into one another,” I said, reaching for the fries again. “You’re not following me around, are you?”

“N-no,” she said hastily. “I told you back in Dodge, my observations on Prince Jake were purely scientific.” She gave a nervous smile and grabbed a few things from the table with her magic.

“Yeah, I know the feeling of seeing a living legend,” I said, biting into my fries. I immediately gagged and coughed; the things tasted like old grass.

“What? The hay fries underdone?” Lyra asked.

Should’ve seen that coming, I thought as I reached for a glass of water. Lyra just smiled and levitated her own fries to her mouth, eating them joyfully.

“Na, they taste fine to me,” she said after a moment. “So, what did you mean by living legends?”

“You know, seeing humans when they’re supposed to be fictional,” I said. “It’s kinda like how we’re all feeling by just being here.”

“Really? How so?” Lyra’s eyes seemed to sparkle with curiosity and wonder.

I darted my eyes over the food and snagged a few carrots; not exactly snack food, but at least I knew I could keep them down. “Unicorns, dragons, pegasus. You’re all myths and monsters back home. Things from fantasy and fairytale.”

“Seriously?” I nodded, which caused her to grin and start hopping in place. “That’s so cool! Does it mean something? Like, have our species somehow come in contact in the past? Is there a way to replicate it?!”

I couldn’t do anything but stand there and watch her go into total fangirl mode. I smiled and nodded at her every so often, but was mentally kicking myself for getting trapped in this conversation.

“So, how accurate are we to your world’s descriptions?” Lyra stopped bouncing and leaned towards me.

“Well, I’m not the best when it comes to mythology,” I said. “Let’s see... you have the horn, and can use magic. Both of those are the same back home. Pretty sure that our unicorns are horses, not ponies, and definitely not so diversely coloured. Most images I’ve seen show them as white.”

“Interesting, is that why you chose to turn into Rarity?”

“Ah, no. I just needed a disguise, that’s all. Rarity was available.” There was no sense telling her I got forced into choosing Rarity.

“About that, is that something all humans can do? None of my books said they could change form.”

“No, that’s something unique to us. Though I’m sure plenty of humans would like this ability.” Something she said intrigued me. “Wait, you have books on us?”

Lyra gave a nervous laugh. “N-not a lot. Just, you know, speculative fiction. Hoof-made figurines. Amateur studies on how and why you couldn’t exist.”

“Huh... I feel both insulted and intrigued.” I gave a laugh, and noticed something in the corner of my eye. It was Applejack’s sister coming to get some food. She didn’t stay long, though, and quickly wandered off.

Hope she’ll recover from all this, I thought, before realizing something and turning back to Lyra. “What, exactly, makes others think I can’t be real?”

Applejack

“So, lemme get this straight: those dragon-things eat tree bark?”

Cassie nodded. “I know, it’s pretty surprising at first, but when you stop and think about it biologically, then it starts to makes sense.”

I thought for a bit, then nodded. “Yeah, don’t seem all that odd compared to parasprites and dragons, now that I think of it. Plus, it makes sense why they’d have those big ol’ blades.” I gave a small chuckle. “Glad they’re gone. Ah’ve got more than enough problems to deal with on mah farm. Celestia knows how much damage they could do to mah orchard.”

I spotted Applebloom wandering away from the buffet Pinkie had set up, a plate of cookies and sweets balanced on her head. She wasn’t looking where she was going, and nearly bumped into a couple of ponies. I saw her lips mutter a ‘sorry’, but she didn’t look to meet their eyes when she said it. And in the Apple Family, that’s a clear sign of something being amiss.

I turned back to Cassie, which also involved looking up at her. “Ah’m very sorry, but Ah think Ah need to go check on mah sister. Somethin’ ain’t sittin’ right with her.”

Cassie nodded, and I wandered over to Applebloom. She’d placed herself beneath one of the pillars, her tray of sweets beside her on the right. So far she hadn’t eaten anything, instead just choosing to push it around the plate with a hoof.

“Applebloom,” I called gently. She didn’t look at me, instead shifting her head in the opposite direction and pushing the plate of treats away. “Applebloom.”

She jumped as if somepony had shocked her, looking around for a moment before focusing on me. “Oh, hey Applejack. Ah don’t wanna talk right now.”

“And why might that be?” I glanced around, and noticing she was alone, continued, “Are ya waitin’ for Scootaloo and Sweetie Belle?”

“No...”

“Then what’s eatin’ at ya, Applebloom?”

She turned away again. “Ah said Ah don’t wanna talk right now.”

I moved beside her, putting a hoof over her shoulders. “Look, sugarcube, broodin’ and sinkin’ into depression ain’t gonna make your problems go away.”

Applebloom gave a sigh. “Ah know. Ah jus’ feel like Ah failed mah friend.”

I forced myself to swallow. “Yer talkin’ about yer Yeerk, aren’t ya?” She nodded sadly and I grimaced, wondering what I could possibly say to that. “Well... she knew what she was gettin’ herself into. What with them Yeerks needing t’ eat every three days.” Applebloom shot me a venomous look, but I continued. “What Ah mean is, it’s not yer fault. T’aint nothin’ ya coulda done.”

“Yes there was,” Appleblom protested. “Ah could’ve done somethin’! But Ah didn’t! You ‘nd Twilight ‘nd Prince Jake, you all beat these Yeerks and sent ‘em packin’. What did Ah do t’ help? What did Ah do fer Dessie?” She punctuated her words by stomping the floor.

“Applebloom,” I cried, and gripped her shoulders before she could hurt herself. “Sometimes there ain’t nothin’ you can do. Ya can get so hung up on ‘what-ifs’ and ‘should-haves’ that ya stop carin’ about anythin’ else.”

Applebloom stared right into my eyes. “Yeah, it’s easy for yah to preach about movin’ on and acceptin’ things as they are.”

“Easy for me?”

Tears were teetering on the rims of her eyelids. “When have you ever had t’ go through what Ah’m feelin’?”

I felt a rush of anger well up inside me, but I pushed it away; getting angry now would just make her ignore me. “Ah know what yer goin’ through all too well,” I said slowly and swallowed hard, trying not to let my throat clench. “Ah went through the same thing when...” the words caught in my throat. “When mom and dad died.”

All the anger vanished from Applebloom’s face, draining away to melancholy. It was if those five words made all her self-doubt and resentment simply vanish. I couldn’t think of anything else to say, and just held her close.

Tobias

I ate with a vengeance; it’s surprising how hungry one can get after a few days without food. It’s also surprising how much stronger a pony’s taste buds were to something like a human. I was feeling flavours and textures at least ten times more powerful than if I were myself. Shame I was being restricted to salads and other herbivore foods. I would’ve killed to taste meat like this.

Fluttershy was just smiling, pushing another plate of carrots and celery slices towards me. “My, what a healthy appetite you have.”

I coughed and slowed down, suddenly self-conscious. I suppose, in some way, I was acting like a scavenger, gorging myself just because it was there. I gave a nervous glance around, but no one seemed to be staring; well, at least not now that they’d had time to get used to the idea of having two identical ponies standing off to the side.

“Sorry about that,” I said, trying to get what dignity I could through Fluttershy’s timid voice.

“It’s alright,” she said. “I just didn’t know you’d like pony food this much, since hawks are carnivores.”

“Morphing into lots of animals gives you a strong palate,” I chuckled, with her joining after a second. “And that besides, I used to be human, and they’re omnivores.”

“Used to be?”

I froze up, belatedly realizing what I’d let slip out. Fluttershy just waited patiently, her mouth turned up in a cute smile. It faltered slightly when she saw my unmoving state. “Oh, I’m sorry, I didn’t mean—”

“It’s fine,” I said. “Morphing comes with a two-hour limit. I went over that while hiding as a hawk. I couldn’t morph back for fear of being caught, and I’ve been a hawk ever since. It’s sort of my ‘normal’ form now.” I gave a reassuring smile, opting to leave out the whole business with the Ellimist. No need to bore her with the technicals.

“Um, well, why can’t you just stay human for more than two hours?” Fluttershy wondered. “I mean, you can still change, so it’s not like it’s that big of a deal.”

You and Rachel both, I sighed. “If I did that I’d be out of the fight. Useless while my friends risk their lives against the Yeerks. Never able to morph again. I can’t do that.”

Fluttershy didn’t say anything. Her lips quivered slightly, and she looked at the floor, letting her pink mane cover her face. “O-oh, I’m sorry,” she said softly, so quiet I almost thought I was imagining it for a moment.

“I already said it was fine,” I insisted. “Besides, I kinda wanted to ask you a few questions.”

“Really?” she asked, holding her head a little bit higher.

“Yeah, like, why do you live so close to the forest?”

Fluttershy smiled. “Well, it’s easier for me to be around my animal friends that way. The open air and smell of home really goes a long way in helping them recover. And not having to worry about other ponies disturbing some of the animals while they’re resting is nice, too.”

I thought for a little bit. It made a strange sort of sense, especially in comparison to Cassie’s barn being used as an animal clinic. I was about to ask some more, but a pink blur shot between us—so quick I found myself jumping back, wings flaring instinctively. I intended to squawk in alarm, but it came out as more of a barely-audible “Eep!”

“Hey Fluttershy, hey Tobias. Nice use of your wings. Is it a new dance?” Pinkie asked between fits of giggles.

Fluttershy tapped her shoulder. “Oh, Pinkie, I think you startled him.”

“I did?” Pinkie asked, scrunching her face ponderously. “Oh, I guess I did. Sorry Tobias, I just wanted to see if you and Fluttershy wanted to come see the Triple R’s.”

“The Triple R’s?” I repeated lamely. “What are those?”

“No ‘those,’ silly. It’s a Race between Rachel and Rainbow Dash.” Pinkie said, placing a heavy emphasis on each of the Rs. “It’s gonna start soon! Ooh, I still need to find Prince Jake and tell him.”

Without another word Pinkie bounced away, giggling, leaving me and Fluttershy to stare at one another.

“Well,” I said. “This ought to be a good show. What do you say?”

“O-oh dear,” Fluttershy mumbled. “Rainbow can get awfully competitive...”

“So can Rachel,” I said, grinning. “This should be an interesting event.”

Outside, many ponies had gathered in the castle gardens. In the center of them were two identical rainbow-maned pegasi performing some before-flying stretches. From my vantage point I couldn’t quite see their marks, which made identifying Rachel all the harder. Quick as I could I headed outside, but the crowd was unyielding. I could get close enough to hear Rachel and Rainbow Dash talking, but not identify them.

Pinkie chose that moment to hop — yes, hop — over and through the crowd effortlessly, coming to a stop in front of the two blue pegasi. She reached into her mane and pulled out a checkered flag, holding it in one hoof.

“Rainbow and Rachel, are you rrrrrready?” she called, rolling her R’s far more than necessary. Both turned towards Pinkie and grinned. Pinkie continued, “The race will be once around the track, each Rainbow passing through the cloud rings above.” At this she pointed upwards and I spotted a number of floating white rings dotting the sky, though I was unable to discern the path through them.

The one closest to me spoke first. “Ha, as if I could ever lose to a second-rate copy.”

“A copy who’s identical to you in every way,” Rachel retorted.

Rainbow tossed her mane back and laughed. “Yeah right. I saw you at the train. You’re good with my wings, but when it comes to my skills, you don’t even come close.”

“Oh dear,” Fluttershy whispered from beside me. “I hope they don’t hurt themselves.”

“I’m sure they’ll be fine,” I reassured her, smiling.

The two pegasi hunkered to the ground, spreading their wings and flexing their primary feathers. I saw their lips move as they exchanged more banter, but whatever it was they said was drowned out by the excited crowd.

Then Pinkie Pie waved the flag.

They were gone in a flash, Pinkie’s mane blown back from the force of the wind. I scanned the sky, trying to locate their blue bodies against the sky. Luckily a rainbow trail followed after them, inexplicably forming in their wake.

One of the pegasi pulled ahead when they reached the first rings. She sailed through them, the clouds distorting slightly from the sudden rush of air. By the time the second Rainbow cleared them the leader had broken off and was flying southward towards the next set. It was probably the actual Rainbow Dash, but with these pony eyes I couldn’t tell for sure.

By that point, unfortunately, they’d both vanished beyond the hedge wall that surrounded the gardens. The crowd was already bustling towards the nearest entrance to follow. Not wanting to get swept away in the commotion, I spread my wings and flew above them. Maybe it was the heat coming from all the ponies beneath me, or there’s something about pegasi that makes them so unrealistically light, but I barely needed to flap to get any altitude. It was almost as if I was near-weightless and my wings were just for show.

The crowd stopped in the middle of a statue garden. From this distance I could see the two Rainbows zigzagging through the sky; ducking around stray clouds and veering this way and that. It was maddening!

The two pegasi came into the final stretch at what seemed to be neck and neck, their hooves pointed out in front to form an aerodynamic point. Seconds away from the finish I noticed something. A thin outline was beginning to form around the both of them, and I even swear I could see a rainbow ‘echo’ lagging behind.

If either of the racers noticed, they didn’t show any signs. Beside me Fluttershy gave a small gasp. “Oh my, they aren’t really going to—”

Both Rainbow and Rachel’s hooves slipped through the barriers. A loud boom echoed from them, followed after by waves of rainbow lights. Two streaks of rainbow zoomed past the finish line milliseconds later, though it wasn’t for another few seconds before I heard their overjoyed cries. Immediately after that I, along with the crowd, was bowled over as the rush of wind blew past.

With a groan I slowly rose to my hooves, keeping my eyes tightly shut as I tried to force the ringing in my ears to stop.

“Tobias, did you see that?” someone said. It was hard to make out specific voices at the moment. “They both broke the sound barrier! I didn’t think it was possible to do that without technological aid, but they did! And the colours; have you ever seen something so inexplicably fascinating?!”

Ax was hopping around me excitedly, jabbering on about colours and impossible feats. At least, I think it was Ax; I hadn’t heard Pinkie use so many multisyllabic words, at any rate.

The rest of the onlookers had regained themselves by this point. Many were cheering and looking to the sky. Following their gaze, I spotted the twin pegasi making their descent, coming to rest near the finish line.

“Tobias!” one of them exclaimed. “Tobias, did you see that—whatever it was?!”

“We both performed a Sonic Rainboom!” the other one cut in. “That was so much cooler than a race!”

“A sonic what?” I parroted, bewildered.

“A Sonic Rainboom!” Pinkie Pie repeated, walking up to us. Beside her was Fluttershy with an uncharacteristically large smile. “Only this was like, a Double Sonic Rainboom!”

“Can someone fill me in?” I asked.

“It’s kinda hard to explain,” Rainbow Dash said—I checked her mark to confirm. “The best way to look at it is when you go so fast you create both a sonic boom and a rainbow at the same time.”

I looked up at the sky and sure enough, a rainbow was hanging in the air; it seemed to be as solid as a cloud. Which on Equestria, I guess, is actually quite solid. A few of the others were also admiring it, though already the crowd was beginning to thin out.

“Well, looks like the party’s finally winding down,” I said to no one in particular.

“What? No, silly!” Pinkie Pie broke into my thoughts, making me rear up in alarm. “They’re probably just all heading back inside after all this excitement. I think the cake is gonna come out now!”

“Oh, that sounds delicious!” Ax added, bouncing in place. “I should go ahead and make sure I get a slice.” Without waiting for a response he turned tail and hopped inside.

Pinkie, Rainbow, and Fluttershy followed after him alongside one another, leaving me alone with Rachel.

“So, have a good race?” I asked, a little awkwardly.

“Heh, yeah,” Rachel said. “You wouldn’t believe the rush you get. I mean, it’s so different from being a hawk or an eagle. The speed, especially for something this big. It’s like I’m my own fighter jet!”

“Sounds invigorating,” I said. “You put on quite the show, too. It was, um, colourful.”

“Should’ve seen it from the air. It made everything below us sparkle.” Rachel grinned, which was becoming oddly natural to see on a horse, and looked out over the mountainside. “Incredible, isn’t it, that we actually saved this planet?”

“Yeah, and we didn’t need to teach any aliens to love this time.”

By the time we arrived back inside the castle, a giant cake had been wheeled out. Now, when I say giant, I mean giant. It was easily ten feet tall, with blue frosting rimming the sides in a wave-like fashion. All sorts of candy decorated each layer, arranged in rainbows or flowers. The top, however, drew my attention. It was the twelve of us — Twilight and her friends, and the six of us in our normal forms — all standing in a circle looking victorious.

“Geez, she only started this party like, an hour ago,” I said to Rachel. “How’d she make those things so fast?”

“We should do as Twilight suggests and not question Pinkie,” Rachel deadpanned. “She already broke Ax. I don’t want the same to happen to you.”

Pinkie Pie was already busy carving out a generous slice for one of us, humming to herself jovially. I was about to step towards her when my ears picked up the sound of hoofbeats approaching. Rachel and I both turned towards the source. It was Princess Luna, with the same neutral face she had on when we’d first met her.

“Tobias, Rachel,” the princess spoke. “My sister and Prince Jake request your presence immediately. Your friends have already been informed, as well.”

Rachel looked at the princess, and then to me. She smiled, bemused, “Well, either we’re in for another round of ceremonies, or the party’s over.”

Jake

“I understand your objections, Prince Jake, but I fear the risks are far too great to permit you.” Princess Celestia spoke with a heavy voice. “I wish there were another way, truly.”

I felt a wave of anger well up within me, but sighed, allowing it to fade. “I understand, Princess. I may not like it, but I understand.”

She nodded, and for a moment I sympathized with her. She was just doing what she thought was the best way to protect her home. I couldn’t say I wouldn’t be the same in a similar situation.

Our conversation seemed to be over just in time for Princess Luna to arrive, with the rest of my friends. If I didn’t know any better, I’d swear that Princess Celestia had planned it that way.

“I’m guessing the party’s over?” Marco asked.

“No,” I said. “But the Princess has something she’d like to ask of us.”

Princess Celestia stepped forward, bowing her head slightly. “I am most grateful to you for saving Equestria. We are truly indebted to you, but now I must ask you to aid me in keeping Equestria safe. You may have succeeded in removing any mention of us from the Yeerk records, but there is still a chance that seeing a creature from Equestria may be enough to reveal us to them once again.”

Cassie nodded. “We understand. No using the morphs we acquired here once back on Earth.”

Celestia shook her head slowly. “It is not so simple. While I do not doubt you’d keep us secret, there is still a chance that your ‘morphs’ may be discovered through ulterior ways.”

“This is the best we can accomplish,” Ax said. “Acquiring a morph infuses the DNA of the morph into your own. The only ways to remove morphs are too complicated and specific for us to duplicate.”

“Or if we’re allergic...” Rachel muttered.

“We’ve discovered another way to safeguard ourselves,” Luna said. “The only forms you’ve acquired here are Ponies, Changelings, Phoenixes, and Dragons, correct?” At a nod from me, she continued, “It it theoretically possible to then isolate those specific sections of your DNA, and isolate them from further use. Similar to a magic dampener used on unicorn prisoners.”

“Fascinating. How is this accomplished?” Ax asked.

“So, wait, does that mean we couldn’t use our morphs anymore?” Rachel asked at the same time, frowning.

“No,” I replied. “Only the ones we acquired here.”

“Aw, c’mon!” Rachel protested. “Just think of how useful my dragon morph could be.”

“And how impossible it’d be to keep hidden,” Cassie said. “And the Princess is right. If the Yeerks saw you as a dragon, then Visser Three would surely go and try to acquire one for himself. He’s dangerous enough as is.”

Rachel turned to me. “OK, fine. No dragon morph. We can still do massive damage with the rest. We can’t just throw these morphs away. You’ve seen how fast I can fly, and Jake, you and Marco can use magic. We could beat the Yeerks three times as quick, with ten times as many lives saved.”

I paused, looking for some counter-argument I could say. Nothing came to mind; Rachel was right in everything she said. And we’d all seen firsthand the power these ponies had at their disposal. Surely they could use those Elements again if the Yeerks returned.

“Remember the Leerans?” All eyes turned to Marco. He was looking at Rachel with a piercing glare. “Remember how close the Yeerks came to figuring out our identities with just one of them? Imagine what would have happened if they’d won on Leera. We’d have all been infested or killed months ago.”

“Yeah, but they didn’t, because we sent them packing,” Rachel countered.

“Not exactly,” Ax said. “More precisely, the Andalite military detonated the planet’s single continent to prevent the Yeerks from gaining a foothold. The space battle had already been lost.” He paused a moment. “If the Yeerks relearned the existence of Equestria, and the powerful species who reside here, the resulting conflict would be just as destructive.”

“They’ve been beaten here once already,” Cassie added. “If they do manage to try again, I doubt they’ll try subterfuge and trickery, and just go for all-out war.”

Princess Celestia stepped forward, her lilac eyes looking down at Rachel. “Believe me, I understand your argument more than you could possibly imagine. But would you condemn my subjects to such a fate?” She cast her gaze on the others as well. “Would you bring such destruction on us knowingly?”

Everyone fell silent. It was Rachel who spoke up first. “No, we couldn’t do that,” she said softly. The others nodded with her.

Celestia’s mouth formed a solemn smile. “Thank you.”

The others began to demorph, rather reluctantly I thought, and I quickly trotted over to stand with them and demorphed as well. Once we were all in regular form, both Princesses took one step forward. Their eyes closed, and they touched horn tips.

“A word of warning: this may feel invasive, to an extent,” Luna said.

That was all the warning we had before a yellow-and-blue swirl of magic engulfed us. It was blinding; almost as if I was looking at the sun. But there was no burning pain from gazing at it. If anything, it made me feel calm—content even. It felt as if I was suspended in mid-air. All the while I could feel the magic phasing in and out of my body.

Then, as quickly as it had come, my senses all came flooding back. My head throbbed and I nearly lost my balance, unprepared for the sudden return. I managed to catch myself in time. Marco wasn’t so lucky, toppling to the ground and groaning.

“Is...is that it?” Cassie asked hesitantly. “I don’t feel any different.”

“Try morphing into Applejack,” Rachel said.

Cassie scrunched up her face in concentration as we looked on expectantly. After a few minutes of nothing happening she opened her eyes and looked at us. “No, nothing.”

Ax said.

“We are pleased that you are unharmed,” Luna broke in. “Usually unicorns who have been dampened experience a minor panic attack once the reality settles in.”

“Oh, good, now she tells us,” Marco muttered, climbing to his feet and dusting off his legs.

“The nausea should pass after a time,” Luna continued. “We would suggest you avoid any physically-straining tasks until then.”

“No problem there,” Rachel said. “It’ll be awhile before we get back to Earth anyways.”

“Speaking of Earth, it’s time we returned there, ourselves,” I said, turning back to the princesses.

Celestia nodded. “I had hoped you would have stayed until after the festivities.”

“As much as we’d love to, your majesty, we’ve overstayed our welcome long enough already,” I explained. “We’ve been away from Earth for over a week now. I’d hate to think what trouble Visser Three’s gotten up to in our absence.”

“I take it you wish your absence to go unannounced?” Celestia asked. I looked to the others, and they all nodded. “Very well then, we’ll inform everypony of your decision after you’ve had sufficient time to return to your craft.”

“Thank you, Princess,” I said with as much elegance as I could muster.

“If you’ll follow me, I will lead you to your craft,” Princess Luna said, turning around and walking out of the room. We fell into step behind her, oddly silent. The halls were unsurprisingly devoid of any ponies besides the occasional guard. I couldn’t help but feel guilty, simply leaving Twilight and the others like this without saying goodbye.

We emerged from the castle and I had to take a moment to let my eyes adjust. The Bug Fighter had been moved to a platform not unlike the one we’d discovered beneath the ruins of the forest castle, though it seemed to be more up-to-date with what we’d seen so far. It was actually a little funny to see the high-tech Bug Fighter sitting on a wooden dock clearly not designed for a spaceship. Below the platform, you could see a flowing river cutting its way through a thick forest.

“We hope your trip shall be without hindrance,” Luna said. “Though, if at all possible, do steer clear of any wayward pegasi on your way.”

Ax said.

“We can hardly ever thank you enough for all that you’ve done for us,” Luna continued, ignoring Ax. “Equestria is truly in your debt.”

I smiled and bowed in what I hoped was regal-looking. “It was our pleasure, Your Highness.”

A flicker of movement appeared in the corner of my eye. Quickly, I turned my head towards the bug fighter and saw a lavender hoof step out onto the boarding ramp. Twilight Sparkle blinked her eyes in the light and fully stepped onto the platform, followed quickly by all of her friends. One by one they lined up and gave little bows, though I couldn’t tell if it was directed at me or at Luna.

“Twilight Sparkle, what are you all doing down here?” Luna asked.

“Forgive us, Princess,” Twilight began, “but we couldn’t let Prince Jake and the others leave without saying goodbye.”

“How did you know we were leaving?” Marco asked. “We couldn’t have left Celestia more than ten minutes ago.”

Twilight flattened her ears against her head, somewhat embarrassed. “Well, back when I was studying here, foreign dignitaries visiting Princess Celestia would use tactics similar to this when they wished to make a discreet exit.”

“And we all know how much you wanna get back to your own world,” Applejack said. “Plus, ya’ll seem to enjoy being secretive and such.”

“We just thought it’d be easier on everyone like this,” Cassie said.

Pinkie frowned, and I swear her eyes got a little bigger as she said “Don’t you like us?”

“Of course we do,” Cassie said. “But we’ve got families and friends back on Earth. we can’t just abandon them to the Yeerks.”

“We’re all aware of that,” Rarity said. “But after all that we’ve been through, the least you could do is give us a proper farewell.”

“I thought that was what the party was about,” Rachel said.

“That was a formality, darling, I’m talking about something more... more personal,” Rarity explained.

“The kind that good friends share with each other when they leave,” Fluttershy spoke.

“We also have a gift for you.” Pinkie said, pulling a rectangular package out of her mane and placing it into my hands. “I hope you like it.”

I stared at it in confusion for a moment before tearing away the paper. Underneath was a wooden picture frame with a picture of Twilight and her friends. They were smiling and sitting together in front of a green hill, waving towards the camera. Scrawled under each of them was their name, in what was presumably their signature.

“Thank you, girls,” I said, tucking the photo under my arm.

Pinkie Pie smiled an ambivalent smile. “Now there’s no way for you to forget about us.”

“I don’t think there was ever any chance of that,” Marco said with a sidelong glance to Ax. Pinkie perked up at hearing this, with a smile that seemed too big for her face.

Princess Luna stepped towards us and locked eyes with me. “It is customary that We would wish for fair winds to fill your sails, but seeing as how your vessel is self-propelling, We wish you safe travels instead.”

She inclined her head and spread her wings while the others bowed low, stepping aside to make a path for us. Trying not to feel self-conscious, I walked between them and into the waiting door of the Bug Fighter. Ax was on my heels and he headed straight for the controls with a rather intense look on his face, even for him. The others filled in a moment later.

“Ax, take us home,” I said.

Ax said. His hands flew across the control panel. A moment later the ship’s engines lifted us off the platform.

I looked through the ship’s window. Twilight and her friends were still on the platform waving at us, though they soon became too small to see as we ascended into space. The ship made a near-silent jump to Z-space, and just like that the planet vanished from view, replaced by the endless white void.

Chapter 1

Author's Note: Written by Samaru163 and Tricondon.

Chapter 1

Jake

My name is Jake. That’s my first name, obviously. I wish I could tell you my last name, or where I live, or the name of my school, but I can’t. It’s too dangerous. See, you may not know this, but Earth is not only inhabited by Humans any more. For a while now a secret alien invasion has been happening. They call themselves Yeerks: tiny little slugs who squeeze into your ear so they can take over a person’s body and mind. When they do this, you’re reduced to nothing but a bystander, a prisoner inside your own mind. You watch as the Yeerk goes to your school, lies to your family, speaks through your mouth and infests your friends. All while you can do nothing but scream and wail in the dark confines of your own mind. They’ve already taken countless worlds beyond our own, including the Taxxons and the Hork Bajir. And now they want us.

You might be wondering why we know about the invasion if it’s supposed to be secret. Well, some time ago, myself and some of my friends were walking home and we happened upon a dying alien. His name was Elfangor, an Andalite, a bizarre cross between a human, scorpion and a blue deer. He told us, that is me and my four friends, of the invasion. I bet you’re thinking, ‘So all we have is a bunch of teenagers against an army of advanced aliens? We’re so dead.'

Well, you’d be right, except for one thing. Elfangor, the alien, gave us one last gift to aid us in our fight: the power to morph into any animal we wish, once we’ve acquired its DNA. With this gift we’ve been able to strike major blows against the Yeerks. Not enough to drive them back, but enough to slow them down. Enough to give Earth a fighting chance.

Which is why you might find it odd that we’d leave Earth unprotected for a time as we fought a new threat. On an entirely new world in every meaning of the word.

“I still don’t understand why Erek called a meeting so suddenly. It’s not like him at all,” Marco complained as he rested against one of the barn’s old timbers. Marco’s been my best friend for as long as I can recall. Complaining is his favourite pastime, with making horrible jokes being a close second.

“If he wanted us to come so unannounced then it must be important,” Cassie said. Her parents owned the barn we were meeting in, since they use it as an Environmental Clinic. You know, they’d find injured foxes or deer or whatever and bring them back here to nurse them back to health. As such, Cassie’s grown up around animals and pretty much loves them. Having wild animals easily accessible has made it easy to acquire new morphs from time to time.

“I just wish he’d show up already. We got this call about forty minutes ago,” Rachel said. She’s my cousin, and at first may seem like your typical girly girl. She loves shopping, gymnastics and talking about guys, but pray to God that you never get her mad. Marco doesn’t call her Xena for nothing.

“Actually, you got the call thirty-seven of your minutes ago. Seven. Even. Minutes. Utes. Uuhhhtes.” Ax continued playing with sounds he found enjoyable. I should explain; Ax is another Andalite. We found him some time ago and rescued him. Andalites have no mouths and communicate via thought-speak, so whenever Ax is in his human morph, like he currently was, he gets distracted by various sounds he makes while speaking. And especially by taste.

“Ax, they are everyone’s minutes. They are my minutes, they are Cassie’s minutes, they are your minutes!” Marco cried.

“We now got the call thirty-eight of your minutes ago.” Marco collapsed into a nearby hay bale.

Tobias said. He is what the Andalites call a nothlit, a being who is permanently trapped in morph. I probably should have mentioned that earlier. See, morphing has a time limit. Two hours in any morph, then you’re stuck. Forever. You can’t even try to re-quire a new morph. Luckily for Tobias however, he was able to regain his morphing powers. But his default form is still a red tailed hawk. From his perch up in the rafters, he could easily see the winding path leading to the barn, and was acting as lookout.

“Can you tell who it is?” I asked.

I turned towards Cassie. “Are your parents due home anytime soon?”

She shook her head. “No, my mom got called in for some emergency, and dad’s out of town for a few days.”

We all turned to watch the door, somewhat apprehensively. Slowly the doors opened and a kind, brown eyed boy stepped in. I relaxed, not even realizing I had been holding my breath. “Hey Erek, how are things?”

“Oh you know, same old same old,” he said shrugging his shoulders. While he may look like a normal kid, it’s really an advanced hologram. Underneath it is an ivory coloured dog like android. Erek is part of a race known as the Chee, who were built by a pacifist race known as the Pemalites. As such the Chee are unable to commit the simplest act of violence. But I’ve seen what they could do. See a while back we found a Pemalite crystal that allowed Erek to rewrite his programming, and he destroyed a whole battalion of Yeerks in around ten seconds. And I don’t mean he just beat them bad, no, they were gone. After that he decided never to go down that path again. Even so, the Chee are invaluable to us as spies.

“So what’s the word? Have the Yeerks decided to call it quits yet?” Marco asked hopefully.

A sad smile formed on Erek’s face. “I wish that too, Marco. Unfortunately, we may have a bigger problem to deal with. I overheard a touching conversation between Visser Three and another one. Visser Seven I think. They were speaking of a new planet, one that could win them the war.”

Everyone in the room perked up at that. Even the various animals in their cages seemed to quiet down. “Do you know what inhabits this world?” Ax asked.

“No, they didn’t discuss it too much. But they did say that there are lots of potential host bodies, ripe for harvesting. But there is some good news. It seems Visser Seven needs more troops to take this planet, so Visser Three is sending some ships off today.”

“And? How does this help us?” Marco responded dryly, clearly unconcerned by what Erek was saying.

“Well, a certain group of ‘Andalite Bandits’ could potentially sabotage the ships while they’re still docked.” There was an air of smugness to Erek’s voice.

Rachel practically leapt from her seat. “Well what are we waiting for? Let’s do this!”

“Yes ma’am, Xena Warrior Princess ma’am,” Marco said, and gave a mock salute. This got him a smack in the arm.

“Erek, do you know who is supposed to be on board the craft?” Cassie piped up. Erek, for his part, glanced downwards.

“There are going to be three ships that I know of. One will be stocked with all manner of weapons, while the other two will be filled with Taxxon, Hork Bajir, and Humans.” His voice was heavy with defeat. “From what I hear, there’s going to be about twenty thousand humans on board.”

Rachel spoke up again. “Well, that settles it. We have to sabotage those ships, keep those humans here on Earth.” She turned to me, looking for approval. Everyone else has appointed me their leader, and it’s usually up to me to make the calls. I hate it. Sometimes I wish I could pass the duty off to someone else. But most of the time, I can see why it was made me.

“Prince Jake, if what Erek says is true, then allowing such a planet to fall into Yeerk control will surely lead to our defeat,” Ax said.

“Ax, I already told you. Don’t call me ‘Prince.’”

“Yes, Prince Jake.”

After a moment of consideration I looked at them all. “Alright. We’ll go in, do what damage we can, and then get out.” I turned to Erek. “Do you know when the ships are scheduled to leave?”

Erek nodded. “They’re supposed to leave tomorrow, around midnight. Currently they are stationed in the mountains. A good distance from humans who might stumble upon them but close enough so they can get their troops up.”

I nodded back. “OK, then. After we finish school, we meet up here and set out.”

Tobias volunteered. Rachel looked up at him.

“Just be careful, alright?”

Tobias swiveled his head around, looking at Rachel with those piercing hawk eyes.

For a moment no one spoke. Ax broke the silence first, saying that he had to demorph soon. With that, both him and Tobias headed out to the forest, with Erek departing as well. Cassie walked over to the stables, saying she had to administer some medicine to an injured raccoon. After some convincing Rachel agreed to stay with her. So that just left me and Marco to make the trek back home.

We walked in silence for a time, Marco being unusually quiet. That worried me a little, since Marco is rarely at a loss for words. “What’s up man?” I asked.

Marco sighed. “I just feel like we’re going to be really outnumbered tomorrow. And you can stake my life that they're going to be prepared for us.”

I could only nod. “True, but it’s not like we haven’t fought against impossible odds before.” I put my arm around his shoulders. “Listen, if we do get into trouble, I give you full permission to blame me.” I flashed Marco a grin, hoping I didn’t look as nervous as I felt.