Final Stand

by SC_Orion

Rating: teen
Tags: My Little Pony: Friendship is Magic, Dark, Princess Luna, Changelings, Princess Celestia, Tragedy, Main 6, Discord
Length: 6378

Equestria's heroes make their last stand against the Changelings.

The Changelings have won, led by Queen Chrysalis, they have systematically defeated they Royal Guard, and captured city after city. All that remain are the greatest heroes of Equestria, but the Changelings are without limit. The Changelings will arrive at the Castle of the Two Sisters within hours.

Published 2015-11-09 10:50:02 UTC
Last updated 2015-11-09 10:50:02 UTC

Never Forget

I silently strode into the now ruined throne room of the castle, destroyed during Nightmare Moon's attempt to usurp Princess Celestia. The others perked up when I entered, my bleak expression told them what I already knew. "Ponyville has fallen, and the Changelings are on their way here. We have a couple hours at most." I sighed. "The last of the Guard was defeated."

"We're as ready as we're going to be, Twilight. I won't be lowering the sun tonight, nor will Luna be raising her moon, it would give the changelings an advantage." Princess Celestia's voice was weary, and her normally flowing, majestic mane was now unkempt. Luna didn't look much better, but her steely determination helped relieve the atmosphere of despair.

My friends were now assembled beside the princesses, I smiled wryly. I wanted to comfort them, to tell them it would all be alright, to tell them we would pull through, but I couldn't. I choked back tears, I needed to be strong, not for myself, but for them. We all knew what was coming, and what the outcome of it would be. It wasn't a happy one.

"Princess," I asked as I looked towards Princess Celestia, "do we have a plan?"

Princess Celestia frowned and shook her head, "Okay, then we need a plan." I paused to think, "Perhaps we can use some of the castle's... entertainment systems... to our advantage, we could lure them into traps."

"The changelings can fly, they would be able to avoid the traps. I believe a more direct plan of action is required." Luna suggested.

"We could always grab the Elements of Harmony and try to use them to help us," Applejack suggested.

"We could just... run away... and hide..." Fluttershy weakly suggested and hid in her mane.

"Fluttershy," I sighed, she shouldn't be here. None of us should, except for the princesses. Well, me too I suppose, maybe she was right, maybe they should leave and we could hold them off long enough for them to escape. No, they wouldn't go for it, the rest of them would stand by me till the end, which was fast approaching. I grimaced. "perhaps you and the rest of the girls should go, the princesses and I could stay here to buy you time to escape."

"No way!" Rainbow Dash shouted and jumped into the air and landed in front of me, "Are you nuts!"

Considering what had happened, I wondered that myself, perhaps this was all my imagination. The cold hard reality was, however, it wasn't my imagination. "You girls shouldn't be here, hear me out at least before you make up your minds," I paused, nobody argued, "thank you. Look, I would give my life to protect any of you," 'And that's probably going to happen regardless.' I mentally added, "but none of you HAVE to be here, you can run away and hide, you wouldn't have to stay with us, you could escape the clutches of the changelings."

"Sorry darling, but we're all in this together." Rarity answered.

"I agree with Rarity, sugar cube, it's all of us or none of us."

"There's no way I can leave you alone here, it would make me sad to know I left you here." Pinkie smiled softly.

"I'll stick by my friends till the end, I'm loyalty, remember me?" Rainbow's brashness made me smile weakly.

"I couldn't leave a single one of you here alone, I'd feel so terrible about it for the rest of my life. I'd never forgive myself.

I smiled, the joy of knowing they would stand by me was going to make me cry, I wiped my eyes with my forelegs. "Al... Alright, girls. Thank you." I smiled genuinely, "For everything." We stood around awkwardly for a few seconds. "We still need a plan, Princess Celestia, could we use the Elements of Harmony to ascend them?"

"Theoretically, yes, however, there is no guarantee it would work, and they wouldn't have time to be able to access their alicorn magic."

"Alright, so we'll hold that plan as a backup. Fluttershy, think you could use your stare against them?"

"I... I might be able to..."

"Okay, good, use it to assist us whenever you can."

"Princess Celestia, Princess Luna, any way you can use the sun and moon to our advantage?"

"Aside from not raising the moon, I can not use it for anything useful."

"Using the sun as a weapon would be dangerous, and have disastrous effects, I believe we should hold this plan as a backup as well."

I sighed, "We could use some help-" there was a flash of light and Discord was floating in the center of our group.

"Hello, everypony!" he smiled at each of us in turn.

I blinked. I blinked again, "Discord, what're you doing here?"

He sighed, "I couldn't just let you all fight this on your own, now could I? Leaving my favorite ponies to fend for themselves, I couldn't do it." he swallowed, "And I... I couldn't leave Fluttershy here, she was the first Friend I ever had..." he turned to Fluttershy and smiled, "Fluttershy, thank you, for being my friend."

"Of course, Discord." she smiled back and hugged him, Discord at first was weary of the hug, but quickly returned it.

"Now, where was I..." he paused and stroked his beard, then snapped his talons, "Oh yes, right, armor." he snapped his talons, and in a flash of light, armor appeared on all of us, I couldn't even feel any added weight. The armor he gave us matched and augmented us perfectly, Rarity was practically drooling at how beautiful her light blue crystalline armor was. Rainbow's armor looked like Royal Guard armor, but allowing full use of movement. It was also recolored to match her coat, the chestplate had a gem set in it identical to her cutie mark. Each of the other's armor resembled something that fit them personally, Luna's armor reminded me of a lighter version of her armor as Nightmare Moon. My armor was light purple, and had a six pointed pink star set in it's chestplate, I could feel magic coming from it. I noted that neither princess Celestia nor I had helmets.

"What's this, Discord?" I asked.

"Armor, obviously." he deadpanned.

I glared at him, "More information, please."

"Alright, fine. It's magic armor specifically attuned to each of you, it took a lot of magic for me to make, and the armor should amplify your natural abilities, or magic, significantly. And while it will provide a lot of protection, and amplify your magic, it can still be damaged and destroyed, like normal armor, and you'll still have a limited supply of magic, so make it count."

"Right." I paused, I walked over to the edge of the room, and motioned discord over, he flew over to me, "Why are you really doing this, Discord? This must have taken a lot out of you." I whispered.

"It did, I'm doing this for Fluttershy." he sighed, "I only wish I could do more."

"Stay with us and fight?"

"Of course, I will, Twilight. I need Fluttershy, and she needs you." he paused, "I only meant that I can't simply make the army disappear."

I cringed, "What happened to your near infinite chaos magic?"

"I may have over exaggerated my abilities slightly." Discord mused.

"I'm sure you'll still be able to help us," I said as I slowly returned to our group. They were talking among themselves, I waited for a break in conversation, "Discord's going to help us."

Rainbow Dash jumped into the air, "Aw yeah, this will be a piece of cake now!" Everypony's mood seemed to have improved at that, I sighed.

"He can't simply snap his talons and make the changelings disappear, unfortunately. His magic is limited, but he will help us." I was tired, and needed to rest, but we didn't have long.

"It's true, I'm afraid, and my magic is pretty drained right now. However, you should all get some rest, I'll wake you when the changelings get close." he smiled, and snapped his talons and I felt extremely drowsy, I felt my body hit the stone floor, and the armor made a clanking sound. I barely registered the sound of my friends falling to the floor.

I was jolted awake by magic, my eyes shot open to Discord hovering right over my face, his expression was a deadly serious one. "They're coming," he said after allowing me to stand up and gathered my friends, who he had also awoken.

"How close are they?" Princess Celestia asked as she stretched out her wings to their full extent, Princess Luna, Rainbow Dash, and myself stretched also.

"Five minutes, give or take. They're currently amassing a few thousand soldiers at the edge of the castle grounds." Discord absently-mindedly stroked his beard.

"And you didn't wake us sooner?" I glared at him. "We could have used a little more warning than that, you know." I ran a hoof through my mane.

"Oh don't worry so much about it." he paused and looked at me, "We all know how this ends." he stated coldly.

"Alright everypony, let's get ready," Applejack spoke with determination as she walked forwards, sun stuck setting behind her. We all moved forwards and took up positions near the ravine separating the castle from the forest. Rainbow Dash and Discord took positions to my right and left, respectively, while Applejack, Pinkie Pie, and Rarity took the front, leaving Princess Luna, Princess Celestia, and Fluttershy in the rear.

Minutes passed with bated breath, as we awaited the changelings' inevitable attack. The sun was behind us at a twenty-degree angle or so, giving us an advantage there. It seemed like hours before the changelings slowly stepped out of the forest, surrounding the castle. The thick wall of black that they formed seemed unending.

Queen Chrysalis appeared from the forest and walked to the front of the army, happily glaring at us with her menacing smile. "You cannot win this fight. We have already won, changelings are limitless. We have bested you." she paused and laughed menacingly, "I'm not taking prisoners this battle."

"We will fight you to our dying breath, Chrysalis." Princess Celestia firmly answered.

"That, Princess Celestia, is exactly what you will do." she tilted her head slightly, and the changelings started charging towards us and taking to the air.

I inhaled deeply, and calmly exhaled. Bolts of green magic were being sent from the changelings towards us, all of a sudden Discord jumped forwards, threw open his claw, channeled magic into it and sent a wave of chaos magic forth, the violent blue magic ripped through the changeling attack wave, killing them and knocking their bodies from the sky. More changelings quickly replaced them, I lit my horn and began shooting bolts of magic at the oncoming changelings. Soon my exchange was joined by Rarity, Princess Celestia, and Princess Luna, bolts of magic flew both ways, as the changelings countered with their own magic.

We were forced to break formation under the sustained bombardment of changeling magic. Rainbow Dash had taken to the skies knocking changelings down left and right. Applejack was preventing changelings from attacking Rarity, who was protecting Fluttershy, who was using her stare to stun changelings who were getting too close. Discord was humming to himself and snapping his talons to some unimaginable beat, causing changelings to drop out of the sky left and right. Princess Celestia and Princess Luna had their backs against each other, fighting together, almost as if they were one. Pinkie Pie was jumping around left and right, randomly disappearing and reappearing elsewhere with her party cannon, blowing changelings out of the sky.

The changelings just kept coming, dodge left, buck one, dodge right, repeat. For each changeling Applejack took down, two more appeared. A changeling had jumped into Rarity's blind spot, she leaped over Rarity and landed on the changeling, before bucking it's chest in, while Rarity's magic dispatched a changeling that had been chasing Applejack.

Fluttershy was slowly being backed against a wall by the changelings, she was too scared to keep using her stare, a changeling dove at her from above, only to be intercepted by Rainbow Dash, who pinned the changeling against the castle wall, before delivering a killing blow to its sternum. Rainbow Dash then flew down and grabbed Fluttershy up, changelings took off after her, and she led them into Twilight's line of fire, she quickly downed the changelings chasing them, and then bucked a changeling off her back.

Applejack dived to dodge a blast of magic from a changeling, who was in turn killed by a blast of magic from Twilight. A changeling landed on Discord's back, he yawned and jerked his head slightly, and the changeling was sent to the ground, riving in pain. It took a few seconds for the changeling's life to be extinguished, and it's motion stopped.

While Applejack was distracted a changeling managed to hit her with a blast of magic, she stumbled forwards, Rarity quickly rushed over to her, blasting any changeling that dared to get in her way.

I looked around in a panic, blasting changelings left and right, I saw as Applejack went down. I wanted to rush over to her, but Changelings were keeping me occupied. Finally, enough changelings were focused on me that I had to project a magical barrier to block their attacks, and then Pinkie Pie popped up behind the changelings and blasted them with her cannon before they knew what hit them. The few remaining changelings after that attack were dazed and Princess Luna and Celestia quickly fixed that.

Rainbow Dash was still carrying Fluttershy, who was holding on for her life, however, it was slowing her down. She was doing her best to keep the changelings off of them and lead them into the line of fire of the Princesses, but Rarity was in trouble. Rarity was being surrounded by changelings who were closing in quickly, even as she fought them off, and many more were diving towards her. "Fluttershy, I need you to stare down the changelings attacking Rarity or she'll be hurt."

Fluttershy was barely able to get out an "Okay." in between sobs, but her stare didn't work. The stress of the battle was too much for the timid pegasus.

"Fluttershy, I'm going to have to put you down, stay by the Princesses or Discord, okay?" the pegasus nodded her head slightly, and Rainbow set her down by Discord, "Keep her safe." Rainbow glared at him.

"Wouldn't have it any other way." he smiled, and snapped his talons, causing a changeling to fall limply from the sky beside Rainbow.

"Sister, we may be able to draw out Chrysalis if we kill enough of her soldiers!" Luna shouted between pulses of magic, left and right, taking out airborne and grounded changelings alike.

"I agree, Luna," Celestia paused to send a beam of magic into an oncoming wave of changelings, she swept her head calmly, killing any changeling hit by the beam. "We should split up, the others may need us if it gets too rough we can retreat to a more defensible position."

"Agreed" Luna replied, flared her wings and took to the skies, leaving falling changelings in her wake.

Fluttershy was crying in a corner, attempting to hide from the fight. She wanted to help her friends, she knew they could be hurt if she didn't help them. But she just couldn't. It was too much. Her ears perked up as she thought she heard a rock fall near her. She slowly opened her eyes and peeked over the rock. Nothing.

"Screeee!" A changeling shouted with fierceness that would rival a dragon as it jumped from behind the rock, shocking Fluttershy, sending her jumping back. She tried to open her wings as the changeling dove at her, but she couldn't. Her wings wouldn't reply.

The changeling suddenly was forced to the ground, having been intercepted by Princess Luna. "Fluttershy, perhaps you should have listened to Rainbow Dash and stayed with Discord." she paused to look at the young mare currently having a mental breakdown.

"Alright, stay here, I will try to conceal you."

I was now projecting a barrier to protect Applejack, Rarity, and myself from the changeling attack. It was taking all of my focus to maintain the magical shield against the massive barrage being inflicted by the changelings still at the edge of the forest. Rarity was doing her best to counter-attack, but she was getting tired. Her rate of casting spells had been cut in half, and her spells sometimes were only slowing down the changelings.

A shadow passed overhead, I feared a changeling would land on the barrier. If enough of them did, the pressure would break it. The shadow passed, and soon a loud crack, shortly followed by an explosion was heard. The sound of the battle died down, I opened my eyes, it looked like a massive explosion had happened at the treeline. "What the heck just happened!" I exclaimed in shock. Most of the changelings had been slightly stunned as well.

Discord popped inside the barrier, "I threw a meteor at them." he smirked, and Inhaled deeply, "That took a little bit of doing."

"Thank-" he snapped his talon and disappeared, "You..."

Princess Celestia strode calmly through the battlefield, laying waste to any changeling who entered her path, the smarter changelings kept their distance and assaulted her with magic. They didn't fare much better, however. Discord's meteor strike certainly shocked everypony on the battlefield, changelings included. The changelings were starting to reorganize their ranks, however.

The sound of cannon fire died down, and she turned to see the pink mare being surrounded by changelings. The changelings were waiting for the circle to be complete before attacking, providing no means of escape. Princess Celestia reacted quickly, and changed directions, running towards Pinkie Pie, but it was too late, the changelings had her surrounded, and while she had been focused on the changeling surrounding her, several changelings had amassed in the air, and had now dived at her. The rest of the changelings followed suit, piling on top of the pink mare. Princess Celestia used telekinesis to throw the changelings off of her, but the last one refused to go. It's fangs were sunk into the underside of her neck deeply. Princess Celestia blasted the changeling with a pulse of magic, killing it. The damage was already done. Pinkie Pie had been killed.

Rainbow Dash saw the changelings in the air about to pounce on Pinkie Pie, she quickly pulled a one-eighty and dove towards the changelings. She was close to getting the lead changeling when a green bolt struck her, knocking her off course. She crashed into the stone wall, slightly dazed. She stood up just in time for a changeling to impact her, knocking her down. The changeling kicked her muzzle up, exposing her unprotected neck. Rainbow reacted fast and struck the changeling's head with her hoof as hard as she could, then threw the changeling off.

Rainbow Dash stood firmly, a look of determination filled her eyes, the changeling snarled and lowered it's horn to charge at Rainbow. Just as the changeling put one of its hooves forward, it was struck by a bolt of magic from Princess Luna. "Thanks."

Applejack and Rarity managed to regroup with Rainbow Dash, the princesses, and Discord. The solemn expression they wore told them they had arrived too late. Sorrow filled their eyes.

"What happened?" Rarity asked as she sent a blast of magic towards a changeling flying at Applejack. The changeling dodged it, and she followed up with another attack, which the changeling didn't dodge, and knocked it out of the sky.

"She was surrounded, and the dove at her. They got to the underside of her-" Celestia sent a beam of magic at a group of changelings, "Neck, their fangs severed her arteries. She bled out quickly." Celestia lowered her head and sighed, then blasted a changeling with magic, "I wasn't fast enough."

Rainbow jumped forwards, dodging a changeling, "Nor was I..." the pain evident in her eyes told what her voice couldn't. The changeling pounced at Rainbow but was intercepted with a snap of Discord's talons.

"Perhaps we should help Twilight over there?" Discord mused and absent-mindedly pointed towards Twilight, her barrier almost fully covered in changelings."

The changelings were piling on my barrier, their body masses were adding considerable strain on my magic barrier, I was barely holding the barrier up as multiple changelings piled onto the top. I collapsed the barrier down to be just large enough to fit me inside it, and then rapidly expanded it. The barrier shattered, knocking the changelings off, I took off in a dead run to regroup with the others, blasting any changelings that got in my way.

A changeling tackled me from my left, and tried to stab me with its horn, I was having none of that, however, and quickly lowered my horn and shot it off of me. While I was regaining my footing multiple changelings tackled me, the pile was growing. The pressure was increasing, and I couldn't focus to create another barrier, not that I thought it would do much help now. The changelings were thrashing around, trying to bite my neck, so I used my muzzle to protect the unprotected underside of my neck. I heard a faint sound and the pressure was immediately gone, I quickly looked up to see the others standing there.

"Stop laying down on the job, Princess," Rainbow smirked, and then charged at a changeling to my left, pinning it to the ground, and Luna hit it with her magic.

I stood up and surveyed the field, the changelings were regrouping again. "Thanks, I don't know what I would've done without you, Discord." He simple waved his paw nonchalantly.

"Applejack, Rarity, go protect Fluttershy." Princess Luna ordered and pointed her hoof off in Fluttershy's direction. A small amount of pink mane was visible over a rock as Fluttershy peaked out.

"Yes Princess." both replied in unison and ran over to Fluttershy.

"They're regrouping again." Twilight pointed out. "We need a tactical assessment and a new strategy."

"Discord, any idea how many more changelings we will have to defeat before Chrysalis will attempt to fight us herself?" Luna asked while surveying the growing line of changelings.

"My guess is as good as yours, Knightly Princess."

"Discord, Twilight, Rainbow, you three stick together, go get the Elements of Harmony, try to access their power on your own, even if it's only the Element of Magic, it could help turn the tide of this battle. Luna, stay with me."

"Of course, sister," Luna answered.

"Alright, let's go." Twilight, Rainbow, and Discord were teleported to the tree of harmony.

"Here they come again, sister."

The changelings had started frantically swarming the castle ruins from all directions at a rate that would have impressed Rainbow Dash. They crawled on the walls, rushed through the halls, and dove from the sky. "Rarity, behind you!" Applejack shouted. Rarity turned just in time to jump back and send a pulse of magic at the changeling. The changeling staggered a bit, but quickly returned to its mission, Rarity panted as she tried to gather the magic for another attack, it was futile, however.

"Applejack, help!" she shouted as the changeling engaged her in hoof to hoof combat, Rarity knew martial arts, and it gave her some advantage over the well-trained changeling soldier. Hoof contacted hoof, thrust deflected and deflected again, swiped dived, horn thrusts parried off. The fight was ended when Applejack ended a solid buck to the changeling, sending it flying into the castle wall, bringing the wall down on top of the changeling, revealing many more changelings behind the wall who quickly moved to avenge their fallen brother.

"Ah shoo-" Applejack didn't get the chance to finish the sentence, being cut short by the impact of a bolt of magic, the armor absorbed the bulk of the magic, but the impact still dazed her. Another impact hit her, fracturing her armor slightly, and sliding her back on the floor.

Time seemed to slow down as several changelings released a volley of spells at her, the spell bolts inched their way towards her slowly, she started to close her eyes, but Rarity dove in front of her, intercepting the volley of spells. Rarity impacted the floor and fell limp.

"Rarity! No!"

"Hurry up and grab the Elements, Twilight." Rainbow urged her.

"There's no guarantee that even if I can get the Elements from the tree, that we, or I, will be able to use them," Twilight answered while examining the tree.

"Our friends need us, Twilight. They could be dying, right now, just waiting for us."

Twilight grabbed the Elements with her magic and took them from the tree, which didn't react badly to it at all. "Huh," Twilight said dumbfounded as she charged her horn to teleport.

"Sister, right flank," Luna spoke quickly.

"I see it," Celestia replied, and sent a bolt of magic at the changeling, "Thank you." Applejack bucked a changeling getting close to Fluttershy, who was hiding behind Princess Luna.

Twilight, Rainbow, and Discord appeared in a flash of magic. They noticed Rarity's absence and frowned sadly. "Princess," Twilight said as she levitated the elements up in her magic, "I have the Elements."

Princess Celestia let out a sigh of relief, "Good, Twilight." she paused to send a beam of magic at a wall, collapsing it on approaching changelings. "All of you, go to the throne room, we'll hold them off while you work on getting the Elements to work, Twilight." The others except for Princess Luna quickly headed to the throne room.

"I don't know about you, sister, but I grow weary," Luna stated flatly.

"As do I, Lulu..." they both smiled slightly. "We need to buy them time, though." Princess Celestia faced Luna and lowered her head, Luna lowered hers in response too, their horns touched. Magic flowed freely around their touching horns, mixing and amplifying each other's magic. A large, opaque, blue-yellow barrier formed around the throne room, blocking out any attempt to penetrate it. "They will have to get through us first."

"Agreed, sister," Luna replied determinedly.

Changelings began swarming them in earnest. Magic was flying in all directions.

"What is that?" Applejack asked as she looked in wonder at the opaque barrier blocking out the sky.

"My guess is it's Princess Celestia and Princess Luna," Twilight answered as she walked towards the center of the room, and laid down and lowered her head in concentration. "This will take a while if it will even work." Twilight paused, looked up at her friends, "I need you to buy me time if the Princesses fail."

"You can count on it, sugar cube."

"I won't let you go down before me, Twilight."

Discord snapped his talons, a suit of knight armor appeared on him, and he wobbled slightly. "I'm going to regret that, but nonetheless, Twilight, no harm shall come to you while I yet breathe." Discord stretched out his paw holding a sword dramatically.

Twilight lowered her head in concentration again.

"There's too many of them," Luna said with a strained voice.

"We need to buy them more time," Celestia replied.

Luna and Celestia locked eyes, and smiled sadly, "Then we must end this." Luna spoke with determination, though it was faltering.

They lowered their heads and touched their horns again, their eyes glowed white. "I love you, 'tia." Luna softly spoke.

"I love you too, Lulu." Celestia replied arcane energies began swirling around their bodies, enveloping them in a white glow, "Together, we stand."

"Fitting end for us, don't you think, 'tia? We started our reign by defeating Discord together, and now we will end our reign fighting changelings together." Luna's voice crackled with arcane energy.

"I suppose, fate does seem to do strange things, Lulu." Their bodies slowly rose off the ground, changelings slowly backed up and shielded their eyes from the light they were emitting.

"I love you, sister."

The arcane energy exploded outwards, engulfing the entire castle, and beyond. A large portion of the surrounding forest was leveled, and many changelings were killed. The opaque barrier shattered under the force of the explosion.

"What was that?" Rainbow asked as the barrier shattered, magic dissipating rapidly.

Twilight, having been visibly shaken from her concentration looked up sadly. "That was the princesses." She paused and looked around. "Rainbow, can you go survey the battlefield, if the princesses are gone, they certainly went out with a bang. If there are still any changelings in the area, I need you all to hold them off, I almost have it figured out."

"Yes, ma'am," Rainbow replied and took to the skies.

"WHAT WAS THAT?" Queen Chrysalis screeched. A changeling quickly approached her and bowed.

"My queen, we believe we have defeated the Alicorn Sisters."

"Defeated? Or annihilated by!?" the queen fumed.

Rainbow Dash flew high through the sky, surveying the damage the princesses had left in their wake, changeling corpses were nowhere to be seen, nor were the princesses' bodies. The castle, strangely enough, fared okay, while the forest was flattened in a large radius. Once she was over the forest and it wasn't leveled, she couldn't see through the tree levels, however, changeling corpses were visible more towards the treeline, and some changelings were scurrying about.

A bolt of green flew passed her, followed by several more, she dodged them with ease, but the casters had taken to the air and were chasing an exhausted Rainbow Dash. She quickly turned around for the castle, she needed to inform the others that there were still changelings around.

"D-Discord..?" Fluttershy asked as she had finally calmed down. Discord was immediately by her side.

"Yes, Fluttershy?" he softly asked as he held her gently.

"Is... Is it over?"

"I don't know, but I doubt it."

"Who... Who's left?"

Discord gulped, his conviction wavering, "Twilight, Applejack, Rainbow Dash, you, and me."

Fluttershy held Discord closer, he returned the embrace.

Twilight looked up from her concentration, "Discord. I need to ask you something."

"I'll be right back, Fluttershy," Discord said and walked to Twilight's side, "Yes, Twilight?"

"Discord, I want you to take Fluttershy away from here, and keep her safe." Twilight paused to look at Fluttershy, who was now a mess, then returned her gaze to Discord, "She shouldn't be here. She doesn't deserve this." Twilight paused and looked at the ground, "Take her away, keep her safe. We will buy you time to get away."

"Twil-"

"No. Do it, Discord, not for me, but for her. Look at her, she's a mess." Twilight pointed at Fluttershy, "You can make her happy, and keep her safe."

Discord looked at Twilight with unease, "You... You're effectively sentencing yourselves to death, without my presence here."

"I know. But we'd all die otherwise." Twilight looked discord dead in the eye, "Do you really want that fate for her?"

"Of course not."

"Then go," Twilight commanded.

Discord starred at her, and slowly walked over to Fluttershy, and picked her up. Discord turned towards the exit, and looked back, "She'll never forgive us for this, Twilight."

Twilight sadly nodded her head and Discord teleported away.

"Twilight!" Rainbow Dash shouted as she came to a landing, panting heavily. Twilight looked up to face her, "What happened? Where's Discord and Fluttershy?"

Twilight looked at the ground sadly, "I... I had Discord take Fluttershy away, to keep her safe. Surely... Surely you understand, right?"

Rainbow nodded her head sadly, "The changelings are still out there, but the princesses did a number on them..." she paused and held out an injured wing, "One of the changelings clipped my wing when I was flying back."

"Are you alright?" Twilight asked as she examined the wing carefully with her magic.

"I can still fly... Barely." Rainbow trailed off, a bolt of green magic impacted the floor between them. Both their heads shot up at the changelings that had followed her.

"We got company!" Applejack shouted.

Twilight lit her horn and grabbed the changelings with her magic and forced them to the ground, and held them in place while Applejack bucked them into the wall, killing them.

"The others won't be that far behind." Twilight sighed, "I'm almost done... I don't want to have to ask you to do so, but you need to keep them off of me until I can figure out how to use the Elements of Harmony by myself."

"We'll hold them off as long as we can," Applejack affirmed.

There was a brief pause in the conversation for a few seconds, "So this is it then, huh?" Rainbow broke the silence, "Three against the world." Rainbow paused, and saluted, "It's been an honor to call you my friends."

"No matter what happens, I want you girls to know that these past years have been the best of my life, all thanks to you all. I would never have made it where I was, if not for you." Twilight smiled happily and pulled them both into a hug.

"I never had more excitement in my life than since you came into it, Twilight. You're a true friend."

They broke off the hug, "I need to get back to work," Twilight smiled sadly, "Take care... And be careful."

Twilight sat down in concentration once again.

"On your left!" Rainbow Dash shouted at Applejack, who narrowly avoided the attack by dodging to the right. For the past minute they had been in heated combat with the changelings, giving it their all, protecting Twilight as best they could, but they were starting to falter. Rainbow Dash dove to intercept a changeling flying at Twilight with it's horn charged. Applejack was locked in combat with a couple changelings, taking and dishing out blow for blow. Rainbow impacted the changeling with enough force to knock them both out of the sky onto the floor erratically. Rainbow was thrown clear of the changeling, and jumped to her hooves rapidly, painfully aware of the bruises and cuts all over her body, her armor had shattered from all the blows she had blocked to protect Twilight.

Rainbow Dash charged at the nearest changeling, tackling it, and then delivered a finishing blow to its neck, cracking chitin. She looked up and rapidly surveyed the room, Applejack was being overwhelmed, and it looked like Twilight was almost done, but there was a changeling diving straight down at her, horn first.

She had seconds to react, Applejack or Twilight. Applejack was fighting them off, Twilight was deep in concentration, and perhaps their only hope of survival, if any hope remained of that, now. Rainbow leaped up and intercepted the changeling, but her timing was off, and the changeling managed to send a bolt of magic at Rainbow. The changeling and her fell to the floor, the changeling was dead, and Rainbow was barely alive. She tried to find the strength to stand, but couldn't.

She watched as the changelings managed to tackle Applejack to the floor, she bucked violently, knocking them off, but they quickly tackled her again, sinking their fangs into her unprotected body. Applejack collapsed to the floor, and changelings piled on top of her. She heard a cracking noise, and rainbow colored light shot at the changelings, striking them, and causing them to fall to the floor instantly. A lavender hoof stepped over her body, followed by another three. Twilight had managed to unlock the power of the Elements.

Rainbow coughed, Twilight paused mid stride and turned to look at her. Twilight lowered her head and smiled sadly, and walked over to her and sat down. "I'm sorry, Rainbow." she paused and placed a comforting hoof on Rainbow's shoulder, "I can't... I can't save you. This power... It's... It's too much, I can't handle it all for long." Twilight pulled Rainbow into a hug.

"It's... It's alright-" Rainbow coughed, "Go... Go get them... Finish this..." Rainbow coughed.

"ENOUGH!"

Both moved their heads to see the changeling queen herself walk into the room. Twilight stood up and faced her. "I have the power of the Elements, Chrysalis." Twilight paused, and shuddered slightly, "You've lost."

Chrysalis smiled, "You're bluffing, Princess. You could not hope to wield all their power and live."

I closed my eyes and accessed the arcane energies of the Elements of Harmony I held, I slowly opened my eyes, they were willed with a bright white light. "I'm not bluffing." I lowered my horn, and shot a rainbow beam at the changeling beam, she dodged it.

"You're a fool! The power will kill you!" she shouted in rage.

I smiled weakly, "Then I will give my life to end you." I shot another beam of magic at her, she countered with a beam of green, they met in the center, both beams holding firm.

"I am more powerful than you can handle, Princess!" Chrysalis laughed maniacally, "You will not escape this fight with your life."

I reached into the power, and channeled more, Chrysalis responded in kind. Channeling the energy was taking its toll, my horn was getting hot, I had a massive headache, and I could feel the magic starting to overwhelm me. I pushed on, slowly pushing Chrysalis's beam back, slowly, bit by bit.

The rainbow beam was mere inches away from her horn. 'Just one more second- NO!' I fell to the ground violently, the rainbow beam failing. The green beam surged at me impacting my already damaged body, I screamed.

Queen Chrysalis laughed, "I told you that you couldn't handle the power." she slowly walked over to me. I gulped.

I glanced at Rainbow, she was still alive, but barely, I could tell from her eyes. I knew I wouldn't survive this. The magic was killing my body.

Queen Chrysalis put her hoof on my throat.

Author's Note

Edited 9/2/16.