Lightning Strikes

by Kail

Rating: everyone
Tags: Changelings, Original Character, My Little Pony: Friendship is Magic, Scootaloo, Adventure, Slice of Life
Length: 37439

An abandoned changeling and a lonely filly. Can they help each other?

The changelings have been defeated but is that the last of them? As the threat of the changelings grows an unlikely pair try to be a family to one another. One a changeling, cast off from the swarm. The other a little filly who only wants a family.

(Mechcolt as pre-reader)

Published 2012-06-06 01:04:04 UTC
Last updated 2012-07-08 04:30:27 UTC

Welcome to Ponyville

“So, where are we gonna live? Can you do more stuff then change how you look? Do you eat regular stuff, or just emotions? Oh! Can you come meet my friends later? I bet they’ll think you’re awesome!”

Lightning grinned as she listened to Scootaloo rattle off questions a mile a minute. The filly was coasting alongside her on a scooter. Lightning thought it odd that Scootaloo wasn’t zipping through the air in her obvious excitement.

“Scoots, why do you have that scooter?"

Scootaloo blinked and then stared ahead as she thought of how to answer. After a few seconds of silence, the little filly responded in a sad tone, “Well... I can’t exactly fly.”

Lightning's eyebrows rose in confusion and surprise at this. “You can’t?” she asked, turning her head to face her little pony.

Scootaloo shook her head “No, that’s why I’ve got the scooter.” Scootaloo cracked a smile as she spoke. “I can get around pretty good, flapping my wings on this though.”

To make her point, Scootaloo sped ahead of her mom and weaved around a few trees. Even hopping up with her scooter and doing a three sixty as she came back alongside Lightning. “See? Not to brag, but I’m pretty awesome on this baby.” She patted her scooter with a sense of pride at her ability.

Lightning smiled “Yes, you are good, but I’m still going to have to teach you to fly.”

Scootaloo sputtered and nearly tipped her scooter while turning to look at the mare beside her “You’ll teach me?”

Lightning chuckled. “Well, why not silly filly? You are my daughter, and I bet you’d like to show how awesome you are at flying. Once you learn.”

Scootaloo nodded her head vigorously. “Hay yeah I’d love to fly! Then I could show Rainbow Dash!”

Lightning creased her brow in thought. Rainbow Dash? Why does that name sound familiar? “Scootaloo, who’s Rainbow Dash?” The filly beside her spoke with the same enthusiasm as she did a moment ago.

“She’s only the fastest and coolest pony in Equestria! She’s the only pegasus to do a sonic rainboom and she’s the element of loyalty. She’s so awesome!”

Lightning's eyes went wide as she remembered how she knew the pegasus Scootaloo was talking about with reverence. “Scoots..... does this pegasus have a rainbow mane and was she at the wedding when we invaded?”

The amethyst eyed filly eyed Lightning curiously. “Well yeah. She was a bride's mare. Why?"

Lightning chuckled nervously. “Because, I was kinda the one that fought her and her friends when they tried to stop us. And I may have sorta punched her in the face.”

Scootaloo stopped short. “Wha huh? You mean you’re the one that did that?”

Lightning rose a brow at the filly. “You know about it?”

Scootaloo nodded with her eyes wide. “Yeah, Rainbow was pretty ticked when she told me about it. Said she wanted to get a few hits on the changeling that decked her.”

Lightning sighed. “One more question. Rainbow Dash, she lives in Ponyville? As in, the place we’re going to right now?”

Scootaloo nodded. “Yeah, but what’s so..... oh. Yeah, I can see how that’s a problem.”

Lightning sighed. “Yes it is, so I think we need to get out stories straight.”

Scootaloo tilted her head. “Stories?”

Lightning rose a hoof as she started to explain. “Yes. Think about it. Won’t it be suspicious if I just show up and we tell different reasons for why I’ve not been around?”

Scootaloo tapped her chin with a hoof, then spoke excitedly. “You can do everything a regular pegasus can do right?”

Lightning nodded. “Of course. When I take a shape, I can do whatever that creature can. Why?”

Scootaloo grinned. “Then all we gotta do is say you were a weather manager and got transferred someplace far off but now you’re back. It’s perfect!”

Lightning thought about that. It was a fairly simple idea, but it could work. Simple is the best right? This kid is pretty impressive. Lightning smiled and ruffled Scootaloo’s mane “Pretty smart kiddo. Now let’s get into town and find a place to call home.” Scootaloo smiled at the praise, then continued rolling next to her mother as they headed towards Ponyville once again.

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Once the pair reached the town square, stopping every now and then to answer the question of who Lightning was, Scootaloo quizzed Lightning. “Ok, you remember who my friends are?”

Lightning nodded. “Apple Bloom, earth pony. Lives on Sweet Apple Acres with her sister, Applejack, brother, Big Macintosh and her granny, Granny Smith.”

Scootaloo nodded. “And my other friend?”

Lightning grinned. “Sweetie Belle, unicorn. Has a sister named Rarity, a dress designer.”

Scootaloo grinned as well, happy with how well her ‘mother’ had memorized things. They’d spent the rest of the trip to Ponyville going over who were the ponies that Lightning needed to know, and who she could just meet on her own.

Now it was Lightning’s turn to give a Q&A to her daughter. “OK, Scoots, tell me why I’ve been away, and where I was.”

Scootaloo smiled confidently. “You were the weather manager for New Yorkshire and were assigned to the surrounding area. But now you got transferred to Ponyville to help out with the weather management for this area.”

Lightning chuckled. “Good job, Scoots, I think we’ve....”

Lightning would have said more, but out of seemingly nowhere, a bright pink pony was standing in front of her. The pony had sky blue eyes and a mane that looked like cotton candy, but what Lightning noticed first was the huge smile the pink mare wore on her face.

“Hi! I’m Pinkie Pie! What’s your name? Are you new here, cuz I’ve never seen you before, and I know everypony! Oh, if you’re new that means you don’t have any friends yet right? But don’t worry, we’ll make you lots of friends and ya know how?”

Lightning could only stare at the bubbly mare in front of her. Completely off guard at the torrent of speech directed at her, she didn’t even have a second to think of a response before Pinkie leapt onto her hind legs throwing confetti into the air and shouted with glee.

“A PARTY! But first what’s your name? Mine's Pinkie but oops, I already told you that. I forget stuff sometimes. Like this one time at band camp I forgot where my flute was. Turned out it was.... ”

Scootaloo, being used to how Pinkie was, stepped forward and tapped the pink party pony's leg. “Pinkie, this is my mom Lightning. She just got here from working in New Yorkshire.”

Pinkie stopped mid sentence, turning to the filly with a smile that never seemed to leave her face. “Hey there Scootaloo. Oh, she’s your mom?”

Scootaloo nodded. “Yep, she just got here today.” The little pegasus turned to Lightning while pointing to Pinkie. “Mom, this is Pinkie Pie. She’s Ponyville's number one party animal and a friend of mine.”

Lightning finally composed herself and smiled while offering a hoof to Pinkie. “Hello Pinkie. My little Scoots told me about you and Ponyville in her letters. I’m happy to meet you.”

Pinkie grasped the offered hoof and shook vigorously. “And I’m really super duper happy to finally meet you Lightning! I wondered why I never saw you before, but you were in New Yorkshire. Oops you already know that cuz, well, you were there!” The party pony kept smiling until a confused look plastered itself on her face. “But if you were all the way in the NY, then where was Scootaloo staying?”

Scootaloo tensed and began to worry as Pinkie asked this. Oh no, I didn’t even think of that! What should I say? Will she believe it? Oh man!

Luckily, Lightning was quick on the draw and lightly chuckled. “Well Scoots is pretty responsible, so I sent her money to stay in an apartment while I was away.”

Pinkie nodded with her usual smile firmly in place. “Oh yeah, that makes sense! But that means you’re looking for a new house right? One big enough for the both of you?”

Lightning nodded and sighed, feigning frustration. “Yes and I’ve looked all day. Do you know anywhere good?”

Pinkie smiled wider and pointed down a road leading off to the left. “Just go down Hay Bale Lane and look for the house on the corner of Stirrup Street and Bridle Avenue. Ya can’t miss it.”

Lightning grinned. “Thank you, Pinkie. By the way, are you still doing that party you mentioned earlier?”

Pinkie gasped and spun back around to face Lightning “Oh gosh I almost forgot! But now we can make it a 'Welcome to Ponyville, welcome to your new home and welcome back Scootaloo's mom' party! I gotta go get everything ready. See ya later!”

With that, the bubbly pink mare sped off at speeds faster than should be possible, leaving a pink contrail as she went. Lightning shook her head in amazement. “How did she...”

Scootaloo just giggled and waved the question off with a hoof. “With Pinkie it’s easier to just not think about how she does anything.”

Lightning nodded and began walking in the direction Pinkie pointed to. “Either way at least that’s one problem solved. We know where to go for a house.”

Scootaloo rolled beside the rose coated mare. “Yeah, but what about bits? I don’t have much.”

Lightning smirked like she had a secret. “You just leave that to me kiddo.”

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As the pair neared the house Pinkie had told them about, they could see a sign taped to the door stating it was for sale. The house itself, was like the other houses in Ponyville. The only noticeable difference was that the design made it look like a Manehatten two story home.

Standing just outside the house was a pony Scootaloo recognized. “Hey, that’s my teacher, Miss Cheerilee. Is this her house?”

Lightning’s smirk grew a bit as she continued walking. “Your teacher? Then this just got a whole lot easier.” Scootaloo shot her mother a curious look, but said nothing as they got close enough for Cheerilee to notice them.

The maroon colored mare turned to the approaching pair with a friendly smile. “Hello Scootaloo. Pinkie ran into me and told me you and your mother were looking to buy a house.”

Scootaloo nodded. “Yeah. Mom just got transferred, and since she’s gonna work here full time we needed a new place.”

Cheerilee turned to Lightning. “So you’re Scootaloo's mother? I’m Cheerilee, the town's school teacher.”

Lightning smiled. “Nice to meet you Miss Cheerilee. I’m Lightning. You’re the owner of this house I take it?”

The green eyed educator nodded. “Yes, and I’ve been meaning to get a home closer to the school house. Sadly, everypony’s already got a home here in our town. That’s why I’m so glad Pinkie told me someone was interested in buying it.”

Lightning nodded and then sighed. “Yes, it looks like a nice home, but I’m afraid my bits haven’t been transferred to the Ponyville bank yet. Would you allow me to pay you when the paperwork is done? I’d really appreciate it.”

Cheerilee waved a hoof as if dismissing the concern. “Oh no trouble. I’m only asking five hundred bits. I’ve already moved my things into my new home anyway. Just pay when you can.”

Lightning smiled gratefully. “Thank you so much Miss Cheerilee. I really owe you one.”

Again, Cheerilee waved a hoof at the issue. “Just lending a helping hoof is all. Goodbye, and Scootaloo, remember to study for that test on Friday.”

Scootaloo nodded happily. “Sure thing, Miss Cheerilee! Later!”

With that the maroon coated teacher trotted away, leaving the keys to the mother and daughters new home.

Lightning went up to the door and unlocked it. “Let’s take a look around, and then head to that party. You know where Pinkie has them, right?”

Her filly nodded. “Yep. They’re usually at Sugarcube Corner.” Lightning nodded and the pair headed inside to take stock of their new living arrangements.

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After Lightning had taken a look at their new home, they headed toward Sugarcube Corner, with Scootaloo leading the way. When they’d arrived, the whole place was filled with ponies. Pinkie dragged them inside and made introductions to just about every pony present. Then, with a cheer of “Let’s get this party started!” music erupted from the speakers in the room and everypony proceeded to party.

At one point in the party, the other ponies Lightning knew as the elements of harmony approached to talk to her. The first was the one she’d been a bit anxious to meet. Namely Rainbow Dash. The cyan mare hovered over to Lightning with a friendly grin.

“So I hear you’re the squirts mom huh?” Lightning nodded while the spectrum maned pony continued. “Well, I just wanted to say welcome to Ponyville, and if ya need a weather job or anything I can give ya a shift on my squad if you want.”

Lightnings eyes widened. “You’d do that? For me?”

Rainbow nodded with the same grin she’d been wearing. “Course I would. I’d never leave someone hangin’. Especially someone new that needed a helping hoof.”

Lightning was stunned. Not even a day in Ponyville, and the residents had been more then helpful to her. A stranger. Living all her life under the rule of Chrysalis there had been a standard code of eat or be eaten. If you couldn’t fend for yourself, you were considered weak and expendable. But here it seemed that everyone was more than willing to help someone in need.

Lightning smiled “I’d like that. When can I start?”

Rainbow put a hoof to her chin and thought. “Well, it’s almost time for a storm, so show up above Ponyville tomorrow, and I’ll get ya to work on gathering all the clouds we need.”

Lightning nodded, still smiling. “Consider it done.”

Rainbow gave a nod and a wave before hovering over to the dance floor with a few other ponies she must have known.

The rest of the party went much the same with several ponies welcoming her. A butter yellow pegasus with a flowing pink mane approached and smiled shyly at Lightning.

“H-hello, I’m Fluttershy. I just wanted to welcome you and offer to foal sit Scootaloo whenever you need it. If that's alright that is.”

Lightning remembered Scootaloo mentioning Fluttershy and smiled. “Yes, Scootaloo told me about how she and her friends are usually watched by you. If I ever need a foal sitter, I’ll come to you first. Thank you.”

Fluttershy smiled and giggled. “Oh no problem at all. I’m happy to watch the little angels. Enjoy the party.”

Lightning smiled as she sat down at a table and ate a cupcake. This is going a lot better than I’d thought it would. I shouldn’t have to worry about anything.

At that point, Scootaloo came running over with another filly that Lightning figured was one of the other members of the Cutie Mark Crusaders she’d been told about. “Hey mom, is it ok if Sweetie Belle comes over to hang out and see the new house?”

Lightning thought about refusing, but the look of innocent joy on the little filly's face was too much. “I suppose it’s ok. But you’ve still got to study for that test Miss Cheerilee mentioned, and get to bed on time.” The fillies awed and Scootaloo spoke up.

“Come on mom can’t you let me slide this once?”

Sweetie Belle picked up where Scootaloo left off. “Yeah, it’d be a great way to celebrate Scootaloo's new house.”

Lightning gave each of them a stern look as Scootaloo chimed in. “Pleeeease mom? I promise we’ll be ready for school tomorrow.”

Lightning kept her stern gaze for a bit longer before giving a small smile. “OK, but only if Rarity says it’s OK.”

The fillies leapt up and high hoofed before going off to get the OK from Rarity. Lightning chuckled and leaned back in her seat. I should be more firm with her, but I'm in a good mood. Things were looking up, that was for sure.

Two Faced

*Time skip - one week since Lightning and Scootaloo met*

The wind blew through Ponyville at a steady pace, bringing with it the distinct chill of the coming storm. The rainy season was just setting in and with how things looked, most everyone would be gathered inside today.

Lightning was at the front door of her home, staring out at the growing storm the weather ponies were stirring up. Her shift would come soon, but she needed to take care of a few things before she left. One being her daughter that would be home alone for several hours as she worked.

The rose coated mare turned to the living room where said filly was working on the homework she’d gotten from school that day. “Scoots, I’ll be back when my shifts over. Dinners in the kitchen, and don’t even think of eating any junk food while I’m gone.”

Amethyst eyes rolled as Scootaloo turned her head in her mother’s direction. “I know, mom. You say the same thing whenever you have a late shift.”

Lightning huffed a bit at her daughter’s response. “Because if I don’t, you’ll load up on sweets, and I’ll have to clean up the mess.”

The orange coated filly had the decency to look embarrassed as Lightning spoke. “It was one time! It’s not my fault Pinkie gave us those leftovers from the party.”

Lightning shook her head with a small grin. “No one said you had to eat them all in one sitting either.”

Scootaloo just rolled her eyes and focused on her homework, “Whatever. Love you, mom, be safe.”

Lightning trotted out the door giving a quick, “Love you too,” before closing the door and heading off for her shift.

As Lightning flew above the cloud line, she looked around before quickly shooting off toward the northern end of Ponyville. Her shift was coming up, but what she hadn’t told Scootaloo was that it wasn’t for another two hours. Plenty of time to do what I need too.

Her flight brought her to a simple brick building. She landed behind some nearby bushes, and scanned the area. Just as she’d hoped, with the storm coming, everyone had elected to stay inside. With a quick, almost unnoticeable flash, her appearance had changed to that of an older earth stallion. A plain brown coat and graying, sandy mane replaced her earlier form. The last change was her cutie mark morphing into a notepad. Disguise in place, she strode through the building’s front door.

As she walked the halls of the building, she kept her eyes pealed for a specific door. If I remember right it should be down this hall and on the left next to the stairs. Ah! There it is. Lightning smirked as she found the door marked -Records- and entered.

After a few minutes of searching, the disguised mare couldn’t find what she was after, and was getting a little tense. Where is it? Gah! Over half of these aren’t even dated, and the other half seems to just be shoved in here! As her search became more frantic, the door creaked as another pony came in.

The unexpected visitor was a middle aged mare with a lime green coat and an orange mane tied into a bun. Her brows rose above the rims of her glasses as she spotted the other occupant of the room. “Mr. Notes? I didn’t think you’d be in today.”

Lightning, or in this case, Notes, turned with a relaxed smile on his face and greeted the mare “Hello Miss Quills. Yes, I needed a few documents, and I can’t seem to find them. Would you help me please? If I don’t get home before the storm hits, my wife’ll have my head.”

Miss Quills chuckled and walked further into the record room. “Sure I can help. Wouldn’t want you in the dog house with judge Mercy would we? What document number was it?”

The disguised Notes gave a short laugh “Yes, I’d rather not be on her bad side. Sometimes I wonder what I was thinking, marrying a judge, but she’s a fine mare. The number was seven eighty six I think.”

Quills nodded before quickly shuffling a few boxes and looking through one near the bottom of a stack. After some flipping and ruffling of papers, the lime coated mare gave a little hum of approval and turned to the waiting stallion. “Here you go, Mr. Notes. I swear if I didn’t check where things were in here every few days, I’d be as lost as you were. That new clerk needs to do some serious reorganizing.”

Lightning took the offered files and sat them on her back before turning back to the helpful mare and nodding in thanks. “I agree, and thanks again for the help. Be sure and get home before it starts pouring to heavy out there.”

Quills waved as the false Notes trotted away “Will do. Say hello to Mercy for me.”

Once outside, and after doing a quick look around, Lightning flashed back to the form of the mare known as Scootaloo’s, mother and zoomed back to her street. Placing the files in her mailbox, she raced back to the area her where shift mates would arrive and and notice only one or two others were present.

She flew beside a pegasus stallion she knew, and tapped his shoulder. “Hey Blitz, how much time we got before our shift starts?”

Blitz turned to face her, and scratched his head “About fifteen minutes I think.”

Lightning nodded and thanked her coworker before giving herself a mental pat on the back. I was worried I couldn’t get this done in time, but looks like I’m living up to my name. One thing left for today, but I’ll have to wait till after my shift.

As Lightning went over her mental to do list, more of her shift showed up and they got an early start on making sure the storm was forming properly. All the while the disguised changeling kept her main goal at the forefront of her thoughts. If she could pull this off without a hitch no one would be the wiser.

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Once her shift was over, Lightning flew the the west of Ponyville and followed a well worn path leading into the surrounding Everfree forest. Lightning was thankful for the thick canopy of the forest, as it blocked a good portion of the rain that was, by now, falling in sheets.

Traveling a few minutes on her route brought her to a hut built beside a large tree. The rose coated mare approached the door and knocked. A moment later, the home’s sole resident stood in the entryway with a welcoming smile. “Ah, Lightning right this way. Your order is ready, if you’ve the bits to pay.”

Lightning chuckled as she followed the zebra inside her home. The disguised pegasus had come to Zecora a few days ago for a specific blend of herbs she needed to take care of something. “Thanks again Zecora, and yes I’ve got the twenty bits.”

The zebra nodded and took a leather pouch from a shelf and placed it in Lightnings waiting hoof while the pegasus tossed a small bag of bits onto a nearby table.

“You didn’t have any trouble finding these did you?”

Zecora shook her head “This specific blend was different for sure. But it was nothing I could not endure. Although, I’ve never heard of this mixture before. Might I ask what it’s for?”

Lightning tucked the bag under her wing before answering. “It’s an old family recipe. It just helps get rid of pests.”

The zebra rose a brow at this “I hate to contradict what you say, but this blend of herbs won’t work that way.”

Lightning chuckled “Not the way I use it trust me.”

Zecora looked skeptical, but shrugged a second later. “Then I shall trust your words. It’s not the strangest thing I have heard.”

Lightning only nodded before waving a farewell and galloping back home. With the pouch under her wing, she couldn’t fly and she wasn’t about to get the contents of the pouch wet for fear of ruining the effects the herbs would have.

Once home, Lightning took shelter under the small awning above her door. Shaking off as much water as she could, the rose coated pegasus took the files she’d stored in the mailbox and headed inside. Scootaloo seemed to have gone to bed, so Lightning put the items she carried in a safe spot in her room before taking a hot shower and getting into bed herself.

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The next day, the first shift on the weather team had disassembled the storm. But instead of clearing the clouds completely, they’d left quite a few around, making the day overcast, but this way when they needed to gather more, which would be in a few days if they stayed on schedule, the storm team wouldn’t have to gather as many.

The many free floating clouds were perfect for what Lighting had planned today. Today she was giving Scootaloo a flying lesson. Said filly was standing on a cloud about a mile or so above the ground. Lightning was beside her, giving some simple tips on what to do.

“So like I said, instead of buzzing your wings, like you do on your scooter, you need to flap down then raise your wings at an angle so there’s no up push. Otherwise, you’ll just be pushing yourself down.” After her short lecture Lightning jumped off the cloud and hovered a few feet from it. “Now give it a go, kiddo.”

The filly’s amethyst eyes peered over the edge of the cloud. She wasn’t scared of heights, but for this being her first real world test flight, she was a bit nervous. “You’ll catch me right? If I fall?”

Lightning gave the little pegasus a reassuring smile “Course I will. But I’m sure you’ll get it real quick.”

Scootaloo nodded and took a deep breath before readying her wings. She went over what her mom had said, and then leapt of the cloud.

As the orange filly began to freefall, she beat her wings and gained a bit of lift, but she was still falling. She tried harder, but it seemed that little changed. She was about to panic when she remembered what her mom had told her on the way to her lesson: Concentrate on seeing yourself flying and it’ll happen.

Scootaloo gritted her teeth and began flapping her wings as hard as she could. When she was about a few hundred feet of the ground, she felt her decent slowing. Then she arched her body and made a smooth curve upwards. She evened herself out, and she almost couldn’t believe it.

She was flying? She was flying!

“Yes, I did it! Woah!” In her excitement, she wobbled a bit and lost height. She focused again, and got control back.

“I knew you’d get it.”

Scootaloo looked to her side and Lightning was floating alongside her with a proud smile on her face. Scootaloo beamed so wide she thought she’d never stop and just nodded.

Lightnings smile turned to a cocky grin as she gently nudged the filly. “How bout a little race? Think you can keep up?”

Scootaloo mirrored the grin her mother wore “You’re so on!” With that, the filly shot forward with a boost of speed, quickly followed by Lightning.

The pair looped around in a circle, skirting the edge of Ponyville. all the while the newly airborne filly was trying to keep pace with her mother. Lightning was holding back, but was pretty impressed by what her daughter could do. Hard to believe this is her first real flight.

As soon as she thought this, she noticed Scootaloo was looking a bit tired, and a few seconds later started to drop off in height and speed. Lightning barrel rolled under the filly and caught Scootaloo on her back. Then began to descend, angling herself to land just outside their home.

Once there Scootaloo hopped off Lightnings back and sighed “Wow. Flyings a lot harder than it looks. Guess I’m not good enough yet.”

Lightning lent down and nuzzled her little pegasus. “Hey now, you did real good for a first time out. You made it a whole lap around the town.” Scootaloo perked up at that as Lightning continued, “and I’ll bet your friends will be pretty happy for you right?”

The fillies face split into a wide grin again “Hay yeah! I should go tell them! Can I go mom?” Lightning nodded and Scootaloo dashed inside the house, returning moments later with her scooter. After fastening her helmet, the orange filly buzzed off with a quick, “Be back at dinner!” and was out of sight before the older pegasus could say a thing.

Lightning chuckled as she turned to the door, left open by her excited daughter, and went in. Looks like I’ve got some time to myself, so I might as well get the next part of my plan ready. And with that thought, Lightning retreated to her room to prepare for tonight.

Night

Scootaloo raced down the dirt road leading to Sweet Apple Acres. After her first successful flight she wanted to inform her fellow crusaders. Now that she thought about it, if she was able to fly that would expand the list of things they could try to get their cutie marks.

The little pegasus worked her wings harder, zipping faster down the worn path that would take her to the clubhouse. After a minute or so she coasted to a stop at the end of the ramp leading up to the CMC clubhouse. She propped her scooter up beside the ramp and ran up it toe door of the tree house.

When she burst through the door the other two fillies inside turned to the entrance. Apple Bloom was the first to speak. “Woah Scootaloo what’s got ya all excited?”

The grin Scootaloo had been wearing since her flight widened “I could tell you. Or I could just show you.” With that the orange filly jumped and began flapping her wings. Once aloft she sailed around the room and even did a small flip before landing. “What d'ya think of that?”

The other fillies stared, slack jawed, before rushing Scootaloo and hugging her from either side. Sweetie Belle backed up and beamed “Wow you learned how to fly! When did this happen?”

Apple Bloom grinned “Yeah when did the chicken become an eagle?”

Scootaloo rolled her eyes at the playful jab from the red headed filly. “This morning actually. Mom took me up for a lesson and before I knew it, bam! I was flying.”

Apple Bloom chuckled “Well all jokes aside Ah’m happy for ya”

Sweetie Belle nodded enthusiastically “What she said.”

After they were done congratulating Scootaloo the fillies sat at the table in the center of the room and began tossing around ideas for what to do to try and get their cutie marks. At one point Scootaloo suggested trying something with weather considering her new found ability.

Apple Bloom shot down the idea “Come on scootaloo. Yer a pegasus so you might be able to. Maybe Sweetie Belle with her magic but Ah’m a earth pony so I cain’t.”

Sweetie Belle nodded “Yeah we should try stuff we can do together.” After that the ideas slowed to a trickle and stopped so the three friends just hung out for a while.

During a round of checkers Apple Bloom turned to face Scootaloo “Hey, Ah haven’t met yer mom since Ah came back from that reunion o’ mine. Ya think Ah can swing by and meet her?’

Scootaloo rose her eyes form the other fillies game to meet Appleblooms “Sure that wouldn’t be a problem. I can take you over on my scooter.”

Sweetie Belle looked outside and noticed that it was a few hours past noon. “Sorry gals I gotta go back to Raritys. We’re having a family dinner tonight and she said I could help.” The unicorn filly rose from her side of the checker board and galloped out the door with a quick wave.

The other two crusaders headed for the door as well. When they got the the pegasus fillies scooter Scootaloo passed her helmet to Apple Bloom. “I didn’t think to bring the wagon so you’ll have to stand behind me and hang on.” The apple filly nodded and got on behind Scootaloo. After some adjusting scootaloo pushed of with a back hoof and flapped her wings lightly going at a steady pace.

On the way back to town Apple Bloom leaned her head forward to talk “Hey how come you never told us about yer mom before this?”

Scootaloo stiffened slightly “You never asked?”

The red head narrowed her eyes “Aw come on don’t dodge the question!”

Scootaloo sighed and quickly thought up an excuse “Look it’s cuz it wasn’t that big a deal. She was away but she’s back now. Simple.”

Apple Bloom wasn’t completely satisfied with that answer but didn’t question the little pegasus further. They were silent for the rest of the trip to Scootaloos house.

Lightning was in her room carefully mixing the various herbs she’d gotten from Zecora. It was true that the herbs wouldn’t work how Lightning had told the zebra. But then again Zecora didn’t know how to mix them like the shapeshifter did. This mixture was one only a changeling would know how to make.

One that would help her get what she wanted.

As she mixed the herbs to the consistency that was needed Lightning heard the door downstairs open and Scootaloo call out for her.

The rose colored mare sealed her finished mixture in a jar nearby and made her way down to the ground level of her home. When she reached the living room she noticed an earth pony filly with a red mane and off yellow coat standing by her daughter. From what Scootaloo had told her of her friends she figured this filly to be Apple Bloom.

“Hey Scootaloo. This your friend?’

Scootaloo nodded “Yep. Mom this is Apple Bloom, she wanted to meet you.” Lightning smiled and turned to the red headed filly “Must mean I’m a good parent if my little Scoots isn’t embarrassed to show me off. Hello Apple Bloom.”

Apple Bloom turned to her friend with a smirk “Scoots?”

Scootaloo face hoofed before turning to her mother “Well I was till you went and did that.”

Lightning chuckled “Aww come on it’s not that bad. So why the urge to see me Apple Bloom?”

The apple filly saw her chance to get some answers out of Lightning and pounced on it. “Well miss Lightnin’ Scootaloo never mentioned ya before an’ Ah was wonderin’ where she was livin’ if you’ve been gone all this time. So Ah wanted to ask ya bout that.”

Scootaloos eyes darted from her friend to her mother. Lightning just continued to smile. “Well it’s not much of a story. We talked a lot with letters so it never felt like I was gone and I sent money for her to live on. Not much to tell really.”

Apple Bloom nodded “Yeah, Ah guess yer right.”

Scootaloo gave a quiet sigh of relief and Lightning walked over to the kitchen “Well since it’s late how about you have dinner with us and I’ll fly you home afterwards Apple Bloom.”

The fillies followed lightning into the kitchen “That’s right nice of ya miss Lightnin’. Thanks.”

Lightning made a simple meal of hay fries and fruit salad. When everyone was done she headed out with Applebloom. “I’ll be back in a few minutes Scootaloo. Get ready for bed while I’m gone.” Scootaloo nodded and waved godbye to Apple Bloom as the filly climbed onto Lightnings back.

Lightning touched down a little bit away from the front door of the large barn like house on the apple farm. Letting the filly slip from her back the rose coated mare knocked on the door. The pony who answered was orange with a blonde mane. A weathered stetson hat sat atop her head. “There ya are AB. Where in tarnation were you?”

The filly smiled. “Hey sis. Ah was just over at Scootaloos meetin’ her mom.”

At this the mare turned to Lighting with a friendly grin “Oh you must be this Lightnin’ I heard about from my friends. Pleasure to meet ya and thanks fer bringin’ Applebloom home. I’m Applejack.”

Lightning returned the smile “It’s no problem she’s a very nice filly. I hate to cut this short but Scootaloos waiting at home. Maybe I’ll see you around?”

Applejack noded “Sure thing Lightnin’. Take care.” With a wave Lightning leapt up and flew of toward home.

Applejack stared after the pegasus as her sister went inside. There’s somethin’ different about that Lightnin’ but what? Applejack couldn’t place why she felt like something was off about Lightning so she shrugged it off as her not knowing the pegasus very well yet. She seemed nice enough after all.

When Lightning got back home the sun had sunk beyond the horizon. She made sure Scootaloo was tucked in bed then went back to her own room. Once inside a dim green flash of her magic signaled another appearance change. Her coat and mane became varying shades of gray. After a once over of her new skin she retrieved the special mixture from it’s place on her desk and leapt out her window and into the night.

Lightning rode the air currents above Ponyville. Choosing to power glide instead of flapping to lessen the chance she was spotted. She knew her target would be arriving any moment. She’d spent a few days of the week learning this ponys routine and was confident she could pull her plan of without a hitch.

The disguised changeling angled her body and shifted her wings inward, dropping silently into a dark ally way. She took the jar from her mouth and opened the lid. Facing toward the allies entrance she beat her wings lightly, wafting the smell that came from the jar out to the street.

She kept this up for a few minutes before she heard hoof steps close by. She backed up further into the ally and pressed herself against the wall. With the mixing shades of gray on her mane and coat she would blend into the shadowed passage as well as the stone of the surrounding wall.

The hoof steps grew louder as a unicorn stallion came around the corner. Even in the dim light Lightning could see his coat was a dull red and his cutie mark was that of a telescope over a map.

She grinned. Perfect. This should be quick and easy. The stallion sniffed the air and trotted deeper into the ally, bringing him closer to the waiting changeling.

Once he’d come to stand in front of the jar he looked around in confusion. “Peekaboo.” The stallion jumped at the voice behind him and whirled around. He caught only a glimpse of ice blue eyes and a wicked grin before Lightnings hoof struck the side of his head.

The stallions eyes shut as he crumpled to the ground. There was a flash of green “I see you.” The grin never left Lightnings face as she gathered her unconscious target on her back. She collected the mixture and flew a safe distance outside Ponyville to store her catch.

No one noticed the lone pegasus flying over Ponyville. Said pegasus flew to the open second story window and landed softly inside. Lighting sighed and set the jar back on her desk before closing her window and crawling into bed. Before drifting off one thought floated through her mind. One more. Just one more.

In the local library one unicorn was awake and pouring over a rather thick book. Smiling as she read the lavender unicorn was startled when her sleeping dragon assistant suddenly shot up and belched. A plume of green flame and smoke swirled from the dragons mouth before forming into a scroll.

The unicorn rose a brow “Hmm what could the princess want at this hour?”

As the unicorn grasped the scroll in her magical aura her assistant spoke up. “Must be pretty important if it’s this late.” The little dragon gave a yawn. “Speaking of witch, I’m goin’ back to bed.”

The unicorn unrolled the scroll and began to read. My dearest, faithful student Twilight Sparkle. I wish this missive came bearing better news but I fear I must inform you of a grave discovery I have made. I have received reports from several sources that the changelings are still a threat. As of yet there is no concrete proof but the numerous reports I have received are similar enough that I am taking the utmost caution in dealing with this possible threat. I have contacted you to ask that you and the other elements of harmony be alert. I also task you with investigating and protecting Ponyville as the reports I have are from around that area. Good luck and be safe my beloved student.
Her royal majesty Princess Celestia.

Twilight’s eyes widened as she read the letter. The changelings are still a threat?! As this news sank in she briskly trotted to her foyer and her horn lit with magic. In a flash of light her five friends were in front of her all with tired, confused faces.

They each tried to question as to why they were teleported at this hour to Twilights home but the lavender unicorn cut hem off. “I’m sorry for the late night meeting girls but this is important.” Her friends quieted and stared alertly at Twilight. Her voice was urgent and tinged with worry. “I have just been informed that the changelings may still be a threat. And if I’m right about how Celestia warned me in the letter...”

She paused here, a foreboding look settling into her deep purple eyes “They may already be in Ponyville.”

Emotions

The group left Carousel Boutique. Lightning moved to the front of the gathered ponies and started in the direction of the Everfree forest. “Come on I stashed the scout I caught in an old castle I found in here.”

Twilights brows shot up “The castle of the pony sisters?”

Lightning shrugged and continued walking. “I guess. I don’t know the name I just know that it was a good place to put someone I didn’t want to get away.”

Fluttershy began to quiver as she trotted. “S-so we have to g-g-go in that dark, scary forest? F-filled with all those d-dangerous creatures?”

Lightning chuckled “It’s not that bad. Honestly I don’t know why everyone’s so afraid of it.”

Rainbow, who hovered above the group, snorted. “Maybe it’s not strange to a weird bug thing like you but to us ponies that place isn’t normal.”

Lighting smirked. So that’s how it’s gonna be huh? Fine then. Lightning hovered up beside the spectral maned mare with a look of hurt on her face. “I’m not a bug thing!” She turned her nose up “I don’t have six legs.”

Despite the seriousness of what they were out to do Twilight chuckled. “She’s got you there Rainbow.”

Rainbow dash looked confused. “Huh?”

With a sigh Lightning dropped back down to the ground and continued to lead the group. When Lightning had led them a fair ways into the forest Twilight sped up to walk alongside the changeling guide. “So I’m curious what exactly are changelings?”

Lightning rose a brow as she turned her head to Twilight. “Well I can’t tell you much. I was born to be used as a living battering ram basically.”

Twilight thought for a moment before responding. “Anything would be helpfull.”

Lightning nodded and turned her attention back to the path as she began her explanation. “Like I said we’re not bugs. We are insect like in appearance but that’s where it ends. I’m not sure of much else except that we lay eggs.”

Twilight nodded. “But you all have wings as well as a horn. So can you do magic?”

Lightning nodded again. “A bit. Mostly just things that affect ourselves and basic magic. Remember that green fire that surrounded us when we crashed from the air? That was it.”

Twilight threw a questioning glance at the pseudo pegasus. “But the queen used a powerful magic blast against Celestia. That's not exactly basic.”

Lightning chuckled. “We changelings can do most things you ponies can. But we've also got a few things we can use on our own.”

Twilights eyes glinted in curiosity. “What sorts of things?”

Lightning grinned. “Sorry Twilight but a girls gotta have a few secrets. Besides we’re here.”

Twilight turned her attention ahead of her and saw the old bridge she’d crossed two years ago as well as the castle. Still shrouded in the seemingly perpetual fog that swirled around this part of the forest the castle was just as intimidating now as it was on her first trip.

After crossing the bridge Lightning led the group past the main entrance to a smaller door off on the side of the ruined castle. When Lightning opened the door it revealed a set of stairs going down into the lower levels of the castle. Twilight lit her horn as they began descending the stone steps. Guided by the light of the unicorns horn the group made their way into the bowels of the castle.

At the bottom of the spiraling stairway was a long corridor lined with iron bared cells. Making their way roughly half way down the corridor Lightning stopped the others in front of one of the more intact cells.

Inside was a changeling that looked a bit smaller then the ones that attacked Canterlot. He was asleep before Lightning clanged a hoof on one of the cell bars. “Hey wake up.”

The changeling rolled over and groaned something that sounded like “Go away.”

Lighting clanged the bars again. “Oh don’t be so stubborn. Besides you’ve got visitors.”

The caged changeling rose and turned to the bars hearing this. Noticing the other ponies he rose a brow. “I’m going to hazard a guess that I’m about to be questioned right?”

Lightning let her disguise drop as she took a key from a nearby wall hook. “That’s right. Now I’d ask if you want to give the information they need the easy way or the hard way but I think you want to be helpful. So I’ll just unlock this door, you’ll tell them what they want and you go free.”

The brows of the others in the corridor shot up as Lightning said this.

Rainbow threw her forelegs up as she spoke. “What! Why would we let him go? He’s dangerous!”

Lightning scoffed and waved a holed leg as if brushing the pegasis worries off. “Are you kidding? He’s just a scout. A stiff wind could knock them over.”

The male changeling, stepping out of the unlocked cell, nodded. “I hate to agree with a traitor but she’s right. I’m about as dangerous to you as one of your foals. We scouts are however more intelligent then the siege changelings.”

Lightning smirked. “And yet I still caught you so what does that say for how smart you are?”

The changeling grumbled but said nothing. Applejack stepped forward. “Ok ya’ll I think we’re gettin’ off track here.” She faced the scout “All we wanna know is where’s this changeling cell thing and where’s our friend Rarity?”

The scout tilted his head. “Rarity?”

Pinkie spoke up. “Ya know, white unicorn, hates to get dirty, really dramatic.”

The scouts eyes widened. “Oh her! Yeah when we captured her we stuffed her in a cocoon real quick. I swear she wouldn’t stop with the...”

Before he could finish Lightning shot herself forward and pinned the scout to the wall. Holding him slightly off the floor. “You put her in a cocoon?”

The scout trembled as Lightning narrowed her eyes at him. “Y-yes.”

Lightning pushed him more firmly against the wall. “Where?”

“Um in the old mines not far from here. That’s where the cell is. We ran out the diamond dogs and took the place for ourselves.”

Lightning backed up and the scout dropped to the ground. “Get out. And when we get to that cell you better not be there.”

The frightened scout zipped out and up the stares as fast as his wings could carry him. The group of ponies stared at the siege changeling. All of them wondering what caused her to become so serious all of a sudden.

Giving no time for questions Lightning turned to the others. “You all know where these mines are?” After receiving nods of confirmation she rose into the air. “Good. Rainbow, you and Fluttershy will fly there with me. The rest of you get there as fast as you can.” After she spoke Lightning flew towards the stares quickly followed by Fluttershy and Rainbow Dash.

The three grounded ponies were right behind them. After climbing the stares and spotting the retreating forms of the flyers Pinkie spoke up. “What d’ya think got into Lightning all of a sudden?”

Applejack shook her head. “I don’t rightly know Pinkie. She did seem awful mad for some reason. You got any ideas Twi?”

The Lavender unicorn faced the farm pony as they all galloped down the path leading out of the forest. “I can’t be completely sure but I think it has something to do with that scout mentioning how Rarity was put in a cocoon.”

The two earth ponies looked confused. Pinkie was the first to ask what they were both thinking. “But what’s that got to do with anything? The princess was in one and she looked ok.”

Applejack nodded. “She’s right Twi. Come to think of it what’re them cocoons even for?”

Twilight turned her attention to the path as she mulled the question over. As the three exited the forest and turned in the direction of the mines she spoke. “Im not sure what purpose the cocoons serve but from Lightnings reaction it can’t be good.”

The other two nodded and Applejack sped up. “Well then we best not waste any time gettin’ to those mines.” Increasing their speed the three continued toward their destination.

In the air the tow pegasi were wondering why Lightning, who’d been so calm before, was acting the way she was. As far as they could tell she was concerned about something but what that could be neither of them knew.

Fluttershy flew closer to the changeling. “Lightning I was just wondering if maybe you could tell us what’s got you so mad. If you want.”

Lightning breifly glanced at the pink maned pony before again focusing on the mines she could see in the distance. “You don’t know what those cocoons are for do you?”

Rainbow flew to the side of the changeling opposite Fluttershy. “Then how about you tell us what they’re for?”

Lightning gave each pegasus a look before she spoke again. “When someone is put in a cocoon it starts draining them of their positive emotions. It goes to the core of the victim. If they get left in one long enough all that’s left of them is a shell of what they used to be. They become filled with nothing but negative emotions. No being can be filled with only negative emotions and live.”

Rainbows eyes widened. “And Rarity’s been in one for at least a week. Maybe more!” After that she looked confused. “But why do you care so much?”

Lightning sighed. “A, because she’s the sister of my daughters friend and B, she’s my leverage with you guys.”

That statement caused Rainbow to stop and hover mid air. The other two flyers turned to her. Rainbow stared at Lightning with a mix confusion and a bit of anger. “Leverage? That’s what she is to you? Leverage?”

Lightning brought a hoof to her face. “Ok that was my bad. Look I’m new to this whole friendship and love thing. My life’s mostly been centered around staying alive any way I can.”

Rainbow hovered closer, her brows furrowing as her eyes narrowed. “Then what about Scootaloo? What’s she to you?”

Fluttershy was getting worried. It seemed that ever since Lightning was revealed to be a changeling Rainbow had taken it the worst. Sure Fluttershy didn’t trust Lightning fully but she knew that the changeling hadn’t done anything bad so far.

Lightning folded her forelegs at the question. “We’re mutual benefactors in a deal we made.”

Rainbow scoffed. “So you don’t really care about her either. I knew it.”

For some reason what Rainbow said struck something in Lightning. She became angry. “You knew it? You don’t know anything!”

Rainbow saw how she’d gotten under the changelings skin and smirked a bit. “You say she’s your daughter but you don’t even know what that means. Sounds to me like she’s just some food source to you.”

Lightning glared at Rainbow. "I've given her what she needs. I've given her a home and I look after her. What've you done for her?"

Rainbow met Lightnings glare with one of her own. "At least I'm not some unfeeling parasite!"

Lightning seethed and wanted to continue going at the pegasus but remembered what they had to do and turned her back to Rainbow. “You’re wrong about me. I’ll admit I don’t know what it is I feel for Scootaloo or even why I feel it. All I know is I want to protect her.”

Lightning sighed as she turned to face Rainbow. “We can talk about this later or whatever but right now we need to focus on saving your friend.”

Rainbow nodded and before they started for the mines again Lightning whispered something the pegasus almost missed. “Besides how can I love when I’ve only ever stolen the love of others?”

Rainbow eyed Lightning before the changeling began speeding towards the mines again. As Rainbow started after the changeling Fluttershy came alongside the cyan mare. “You know. You should give her a chance Rainbow.”

Rainbow Dash was about to question her friend when the shy mare continued. “I don’t mean trust her right away but just give her a chance. She’s not done anything wrong. Just because she’s a changeling doesn’t mean she’s bad.”

The prismatic maned pony said nothing. Simply turning over what her friend said in her mind as the three made their way to the mines.

Once the six arrived at the mines they hid behind a large boulder near the entrance. Lightning smelled the air and nodded. “They’re definitely in there. I can smell them.”

The others gave the changeling an odd look. Pinkie sniffed the air but still looked confused. “I can’t smell anything.”

Lightning pointed to her nose. “We changelings have a higher sense of smell. Remember that mixture I told you only we can smell?”

The ponies nodded and Applejack spoke up. “Well then how’re we gonna get in there without any o’ them noticin’ us?”

Lightning smirked. “I’ll just use one of my amazing changeling skills to get us in.”
With that a flash of green magic engulfed lightnings front hooves. When the change was done her hooves were larger and angled like scoops. “I’ll dig us in.”

After making that statement Lightning began furiously digging at the earth beneath her. In no time she had the beginning of a tunnel going. She called back up to the waiting ponies. “Don’t just stand there I could use whatever help I can get with this.”

The ponies hopped into the hole and started helping the changeling. While Lightning was fast she couldn’t dig and clear the dirt from behind her as it pilled up. That was what the others concerned themselves with as Lightning dug threw the dirt almost as fast as the diamond dogs they’d encountered.

After a solid twenty minutes of digging Lightning broke through to a tunnel. “Hold up a second guys.” The changeling looked up and down the tunnel as well as checking if any were nearby by smell. Once she was satisfied she signaled the others to drop down from the hole.

Rainbow shook herself free of loose dirt and pebbles then turned to Lightning. “So how’re we supposed to find Rarity?”

Lightning tapped her chin in thought. “If she’s in a cocoon then she’ll be in a side storage chamber. Although we might have to fight our way through the main chamber to get there.”

Fluttershy gulped. “Fight our way through? How many changelings are here?”

Lightning sighed. “From the size of Ponyville I’d say there’s at least enough to account for every pony in the town. At the most twice that many.”

Applejack lightly whistled. “Hoo boy. Looks like we’re in for one heck of a rodeo then.”

Twilight shook her head in dismay. “I don’t think we should risk a fight. Any other ideas?”

They were all quiet before Pinkie turned to Lightning. “Hey what if you caught one of us?”

The changeling cocked her head in confusion. “Caught one of you? Wait do you mean we fake them out?”

The pink pony nodded enthusiastically. “Yeah! one of us plays possum and you act like you just caught us and then you look around for where the cocoon thingy is.”

Lightning nodded. “Yeah that could work but what about the rest of you?

Twilight shrugged. “I don’t know. I don’t like the idea of splitting up but that seems like what we’ll have to do.”

Rainbow groaned. “I don’t wanna just sit here. What if something goes wrong and whoever goes with Lightning actually gets caught along with her?”

Applejack sighed. “I agree with RD. If this goes south we all need to be there.”

Fluttershy finally added her two cents to the discussion. “Twilight why don’t you use some magic? Don’t you have any spells that could help us?

Twilight shook her head sadly. “Sorry. Large area offensive spells aren’t something I’ve studied. The most I’ve got is my magic burst but that’s not much.”

As the unicorn said this Lightning connected a few dots in her head. Hmm, maybe. But if it doesn’t work we’ll be in for a big fight. Either way it’s all I’ve got.

Lightning turned to Twilight. “Hey you remember when you undid my disguise?”

The lavender mare nodded and lightning continued. “Well that time, like in Canterlot, I didn’t react right away because when our disguises are undone by force we get disoriented.”

Twilight nodded. “I noticed that in Canterlot but it doesn’t last long. How is that useful when these changelings are most likely not disguised?”

Lightning paced as she explained. “Well maybe if you pour a big chunk of magic into a simple blast all that extra magic could effect the changelings here even though they’re not using their shape shifting. It could be like when magic rebounds on other spells.”

Twilight closed her eyes in thought. “Well according to the work of Clover the Clever and the alchemist Mino the principle sounds the same. The changeling transformation sounds like a biological manifestation and not one that’s simply manipulated magical force. So, like you said, if I give their systems a big enough shock it could give us the time to get past them and locate Rarity.”

Lightning nodded. “Ok then. The rest of you follow behind me while I carry Twilight like I knocked her out. Just stay out of sight.” The changeling turned to Twilight. “You ready?” With a nod the unicorn climbed on Lightnings back and went limp.

Lightning smiled slightly. “Let’s hope this works.” She then started trotting down the tunnel in the direction she figured would lead to the main chamber. The other ponies trailing behind her ready to duck behind something if they met any stray changelings.

After some walking and a few close calls with a passing changeling Lightning heard the chatter from down a tunnel that told her they were coming to the main chamber. She turned her head to the unicorn on her back. “Start charging your magic Twilight. We’re almost there.”

Lightning didn’t get a response but she could see the faint glow in her periphery that meant Twilight was gathering magic in her horn.

When Lightning got to the entrance of the main chamber she was happy to see it was packed full of her kind. That means less of them will be in the other chambers. Perfect. With a smile on her face she walked a little past the chambers entrance.

Lightning turned her head to face the unicorn on her back.“Twilight. Give em a light show.”

Hearing this the lavender mare jumped of lightnings back as her horn grew brighter and brighter. This got the attention of a few of the changelings milling about. One even uttered a “What the?” before Twilight let her magic burst from her horn. The beam of magic hit the center of the room.

When it impacted it formed into a sphere the size of a softball. Lightning rose a brow as Twilight smiled. The sphere stayed where it was for a second before emitting a shrill hissing. One of the changelings went to investigate and as it poked the ball an intense shockwave shot from it along with a flash of light.

When the light faded the changelings in the room were laid out across the floor. All groaning and unconscious at the massive magical bomb.

Lightning held a hoof to her head as she swayed slightly. Even being outside the blast radios she felt the effects of whatever Twilight had done.

Shaking her head Lightning turned to Twilight. “What was that?”

The unicorn giggled. “That was a condensed magical blast. Relatively harmless but it shorts out magic in it’s blast radius. It’s mostly used to disarm runaway spells but since the changelings magic is more biologic then manipulative it shorted them out.”

Lightning Shook her head. “Wow I’m glad you didn’t realize that when I fought you guys in Canterlot. I’d hate to be in the middle of that.”

Twilight chuckled again. “Well either way we need to hurry and find Rarity. Girls come out.” At her call the others, who were hiding around the corner, trotted out.
The unicorn turned to Lightning. “So what are we looking for?”

Lightning trotted into the main chamber, stepping over the knocked out occupants. “Look for a shallow chamber. If you see a long corridor just avoid it. Also a green glow should be coming from it.”

The others nodded and spread out looking down the many tunnels leading from the main chamber. After checking over half the tunnels Fluttershy called to the others and they made their way down the tunnel she pointed to. The green glow coming from a few yards in front of them meant this was definitely the right way.

When they entered the chamber they saw it was lined with cocoons. Ready to be filled by unsuspecting ponies. Besides the cocoons there were a few changelings near the entrance. Lightning shot forward propelled by her wings. Rainbow followed her aiming for one of the other changelings.

Lightning got to her target and latched her holed hooves onto the changelings head. Still flapping her wings she flipped her body over her target coming down on her hind legs behind the changeling and shifted her weight forward. Using her gathered momentum she threw the changeling at the far wall knocking him out on impact.

Rainbow got to her target and simply barreled into him with her front hooves. The impact also threw this changeling into a wall knocking him out. The final changeling was blasted by Twilight and joined the other changelings in unconsciousness.

With the only guards out of commission Lightning turned to the ponies. “Ok let’s not be here for longer then we have to be. Spread out and look for Rarity.”
The others nodded and began checking the rows of cocoons.

Lightning was going down her third row when Pinkie shouted. “Over here guys! I found her!”

Everyone came from their rows and gathered around the pink mare who stood if front of a cocoon where Rarity floated under the murky green surface. Pinkie tried to reach in to grab Rarity but the cocoon was rubbery and just repelled her hooves. “I can’t get in.”

Twilight stepped forward charging her horn when Lightning stepped up beside her. “That wont work. Let me get her out.” Twilight backed off as Lightning took her spot in front of the cocoon.

Lightning stood on her hind legs and charged her hooves with the electric green of her changeling magic. She thrust her hooves forward and started pushing threw the layers of the cocoon. The cocoons were made to be sealed and once the victim was fully drained they were just thrown away.

Usually if you got to them soon enough it could be ripped apart while still fresh. But with how long Rarity had been in this one it had hardened and offered a lot of resistance.

It took some doing but Lightning tugged Rarity free and laid her on the floor. Now out of the confines of the cocoon Lightning got a good look at her. What she saw worried her. “Oh no.”

The unicorns mane and coat were faded and her eyes were closed. She was breathing but barely. Fluttershy knelt down beside Lightning. “What’s wrong? Why isn’t she waking up?”

Twilight lit her horn and enveloped Rarity in it’s glow. “I don’t understand. The princess was fine when we pulled her out. What’s going on? It seems like she's hurt but I can't tell how.”

Lightnings throat felt dry. “They were feeding on her. I knew it. She’s been in here a whole week being fed on by who knows how many changelings.” Lightning lowered her horn to Raritys. She closed her eyes and tried to sense the white unicorns emotions.

Lightnings eyes shot open with worry and she looked to the ponies gathered around her. “She... she’s almost completely drained.”

The others gasped. Rainbow shot forward. “Well don’t just sit there, do something!”

Fluttershy began to cry as Applejack held her. “No she can’t be... This can’t be happening.”

Pinkie was just staring at the unicorn as her main and tail seemingly lost their life and flattened into long straight sheets.

Twilight looked into Lightnings eyes with dread. “Lightning can’t we do something? Anything?””

Lightning looked around franticly and brought a hoof to her head. “Just.... gimme a second.”

Rainbow grabbed her by the shoulders and brought them nose to nose. “We don’t have a second! Our friend is dying and we’re just sitting here!” The pegasus shouted and then clenched her eyes shut while letting go of the changeling. “Please help her. Please.” The rainbow maned mares voice was choked with emotion.

Lightning looked around to all of Raritys friends. “I... I don’t know what to do..” She felt helpless, worthless. At that moment she wished she couldn’t sense emotions because the ponies around her radiated the deepest sadness. She didn’t want to but she forced herself to take in the emotion. To feel the coldness and crushing weight of it.

Feeling how strong the emotion was and knowing the cause of it caused Lightnings mind to work overtime. Ok the cocoons seal and drain positive emotions so we can feed on them. We take in the emotion but can we reverse it?

The changeling ground her teeth together in frustration. She wracked her brain for something, any little thing that could help. Then the answer hit her like that shield spell had. “I got it!”

The grieving ponies looked up from their prone friend to Lightning. Twilight found her voice first. “What are you...”

Lightning interrupted her while gathering the dress maker in her forelegs. “No time to explain, just listen. All of you need to focus your feelings of Rarity at me. Concentrate on how much you love her then direct it at me.”

This time Rainbow tried to question her. “But how’s that gonna...”

Lightning looked sharply at the pegasus and shouted. “Just shut up and do it! Trust me!”

Any questions the others had were thrown out of their minds as they heard the urgency and desperation in Lightnings voice. They didn’t understand what was going on or how it would help but they would trust the changeling. For Raritys sake.

Each of the fashionistas friends closed their eyes and thought of how they all loved Rarity.

Twilight focused on how she and Rarity would sit in her living room at the library and laugh at some of the trashy romance novels they would read. The lavender unicorn smiled as she could hear her friends voice in her head. Making fun of the ridiculous things the characters would say to each other.

Pinkie thought of how Rarity always offered to help her with work even if she had a big dress order. The unicorn would just wave a hoof and say “Nonsense darling. I always have time to help a friend.” Pinkie smiled.

Fluttershy remembered all of the times she and Rarity had gone to the spa. She loved spending time with her friends but spa day was special. She and Rarity would relax and vent all the weeks troubles by talking to each other. Or when they would get together for tea just enjoying a sunny afternoon together.

Applejack thought of how if she needed help at the farm and her other friends were busy Rarity always helped her. AJ knew the fussy unicorn hatted dirt and “uncouth” things and she deeply respected, even admired the unicorn for putting aside her dislike of these things to help her. Applejack chuckled as she remembered how they would bicker but always with that undertone of friendliness.

Rainbow thought of how whenever she get flack about her tomboyishness from others Rarity would always come around and say “It’s just because they’re jealous of you Rainbow. Pay them no mind.” She didn’t have much in common with the unicorn but she knew she loved her like all her friends. She didn’t want to lose any of them.

The five ponies focused on their love for their friend. They let it consume and fill them. Lightning felt this and began drawing it into herself. Gently connecting to the five around her and gathering their love.

Lightning had never felt love so powerful! The only thing she could compare it to was the shield that blasted her from Canterlot. She was tempted to take it for herself. Her instincts were whispering to her. “Just take it. Take it’s power and use it for yourself.”

No! I can’t. I won’t. I won’t make them feel that cold crushing sadness. If I can give them the source of this love I’ll do it! I’ll save Rarity!

With that thought Lightning focused the love she was taking in and forced it out and into the unicorn held tightly in her forelegs. Please work. Whatever power governs the universe please let this work!

As she syphoned the directed love into Rarity Lightning opened her eyes and looked at the unicorn.

She wasn’t moving. No... I failed. The one time I try to give back and I fail!

“I’m sorry everyone I...” Lightning was unable to finish her sentence and the unicorn in her grasp coughed and fluttered her eyes open.

“Oh my what a strange dream.” The alabaster unicorn looked around and saw all her friends. “Why hello girls. Where are we? The last thing I remember is going out to find more gems.”

The five ponies said nothing and just lunged forward embracing their friend and Lightning in a crushing hug.

Rarity returned the affectionate gesture but was still confused. “What’s going on here? Did I miss something?”

Twilight lifter her head. She had rivers of tears going down her beaming face. “It’s a long story Rarity. We’ll tell you when we get home.”

The hug was disengaged and the unicorn noticed a pair of Rose colored hooves around her waist. She turned her head and came face to face with a mare with ice blue eyes and a purple mane. “Um excuse me but who are you?”

Lightning let go of the unicorn and stood up. “Oh I’m Lightning. I um..”

Rainbow came beside her and threw a foreleg over Lightnings shoulders. “She’s a new friend of ours. She helped us find you.” The cyan mare said with a grin.

Rarity nodded with a smile. “A pleasure but let us get out of this ghastly cave and back home for proper introductions shall we?”

Lightning nodded with a smile. “Sure thing, follow me.”

The group went through the room of changelings that were thankfully still out cold and continued to the hole Lightning dug. After getting back above ground they headed in the direction of Raritys home.

Once there Rarity again asked what had happened. Twilight began with the letter she had gotten from the princess. They went through all the details except one. Lightning.

Rarity turned to the rose colored pegasus. “So who exactly are you darling and what did you do in all this?”

Lightning sighed. “I’ll tell you the truth so just brace yourself.” Not giving the white unicorn a chance to say anything she dropped her disguise. Rarity gasped. “You’re... a changeling? I... I don’t understand.”

Lightning went into her part of the story. How she was Scootaloos mother. How she helped Raritys friends and how she saved the unicorn. By the end of the story Rarity was speechless. “I don’t know what to say. You saved me even though you don’t know me. And you say you don’t know about friendship but you didn’t want my friends to loose me. I’m grateful of course but... why?”

Lightning thought hard about how to respond and decided to go with what she felt in the cave. “I don’t understand love or friendship much but I could feel it from your friends. When they thought you would die I could feel their emotions. I took in that emotion and I didn’t like it. I’d only ever taken positive emotions. So when I felt what this sadness was like I only wanted to fix it.”

Twilight put a hoof on Lightnings shoulder. “And you did. But how did you do it?”

Lightning chuckled. “Well I tried to think of a way to give her positive emotions. To replenish her soul I guess. You see when we drain someone by force it takes away a piece of them. Then I remembered that to feed our young who can’t go out of the hive we funnel emotions to them. I wasn’t sure it wold work but I had to try.”

Rarity stepped forward and put her forelegs around Lightnings neck. “Then allow me to say thank you from the bottom of my heart. Thank you Lightning.”

Lightning smiled as the gratitude flowed from the unicorn and into her. She wasn’t even trying to absorb it. It just happened. And it felt great. Releasing the embrace the changeling chuckled. “Wow. If this is what friendship is then sign me up.”

The whole group had a good laugh at that. Surprisingly it was Pinkie who broke in with a serious question. “Hey guys not to ruin the moment but what happens when all those meanie changelings wake up from their nap? And what about the princess? We’ve gotta tell her what we know.”

Twilight gasped. “You’re right Pinkie! I’ll go get Spike to send a letter in a minute.” The lavender unicorn turned to Rainbow Dash and Fluttershy. “You two fly up and keep a look out for any changelings.”

The pegasi saluted and took off out the boutique door while Twilight turned to Applejack and Rarity. “I need the both of you to go around town and warn everyone to stay inside.” Applejack nodded and raced out the door followed by Rarity. Finally Twilight faced Lightning. “I want you to go home and wait there until one of us calls you ok?”

The changeling nodded as her disguise went back in place with a green flash. Before she got to the door the unicorn called to her again. “Do you think the changelings will attack as retaliation?”

Lightning nodded. “Now that their covers blown they’ll go right for a hostile take over.”

Twilight nodded as she came up alongside the changeling. “Ok I’ll need you to help with defending Ponyville. After everything dies down we’ll see what Celestia wants to do about the other cells. Alright?”

Lightning smirked. “As long as I don’t get thrown in a dungeon for being a changeling I’m good.”

Twilight laughed. “We’ll see. Who knows you might get a medal for helping us.”

Lightning flapped her wings and rose into the air. “I’ll be at home. Call when you need me.” And with that the changeling sped of towards home.

In a series of caves that stretched deep into the western part of Equestria a tired siege changeling bowed in front of a throne made from onyx. “My queen there is troubling news! I was discovered by a fellow changeling. She has betrayed us to the enemy!”

The queen looked down her nose at her subordinate. Her features calm as she brought her front hooves up to from a a triangle in front of the muzzle. She said nothing for a moment before addressing her subject. Her voice cool and even.

“I won’t loose Equestria twice. Send two more cells to Ponyville and make sure the princesses don’t find out. This needs to be dealt with swiftly. As for the traitor...”

Chrysalis rose to her full hight and her eyes glowed with retribution as cold as her demeanor. “Bring her to me. I’ll deal with her personally.”

The changeling bowed again before darting away to complete his orders. Once he was gone Chrysalis sat again and propped her head up with a hoof on the arm of her throne. An evil smile full of malice and dark pleasure stretched across her face.

She chuckled. “I’ll make it slow for this traitor. None cross me, least of all my own kin. You want to play the changed knight on the board? Fine but know that you face a queen, traitor." Another chuckle "This will be fun.”

Tick Tick

After leaving the boutique Lightning made her way home. She’d not paid much attention to how late it was until she was standing on her front step. The sun was almost below the horizon and the sky was getting darker. Feels like I only left a few minutes ago. Time flies when you’re having fun I guess.

She laughed wryly at her thoughts. What she’d just came from was anything but fun and the backlash would come pretty soon. Choosing to not focus on the possible trouble brewing in the near future Lightning opened her homes door and walked in.

No sooner was she through the door when Scootaloo came rushing down the stares and tackled her in a hug. “Where in the world were you? You didn’t have a weather shift today so I was worried.”

Lightning smiled and returned the hug, nuzzling the fillies mane. “Sorry kiddo. I’ve had quite the day.” I should tell her what went on. And I need to tell her the truth of how I’m confused about how to feel towards her.

The changelings smile wavered as she released her daughter and gave her a serious look. “Scoots I... I need to talk to you. Come to my room.”

Scootaloo tilted her head in confusion but instead of asking any questions she followed her mom up the stairs. Why’s she so serious all of a sudden?

When the two entered Lightnings room there was a flash of green as Lightning dropped her disguise. She climbed onto her bed and leaned back on the pillows at the head of it. Giving a tiered sigh the changeling patted the space on the bed in front of her. “Come up here ok?”

Scootaloo had no idea why Lightning looked so tired or what was going on. She did know it was important so when she was facing her mother on the bed the filly decided to start asking questions. “Mom what’s up? Did something happen today?”

Lightning closed her eyes. “You could say that. A lot of things happened and I....got to thinking about a few things. First though I should tell you what’s been going on.”

Lightning opened her eyes and went into her story. “Twilight and her friends know I’m a changeling.”

Scootaloos eyes widened but her mother continued before the filly panicked. “Don’t worry they’re not gonna do anything. They found out because I helped them save Rarity.”

The orange filly sighed in relief before raising a brow. “Save her? She was fine the last I heard from Sweetie Belle.”

Lightning chuckled. “Well the whole story is this.” Lightning began retelling everything she’d done. From her looking for the first scouting pair. To when she got Rarity out of the cocoon. “So I need to be ready to help them fight off the other changelings when they get ready to attack.”

Scootaloo nodded but her gut told her that wasn’t the whole story. “If that’s it then why do you look so down?”

Lightning shifted her eyes to look at the bedspread she sat on as her ears shifted to lay against her head. “I told you that I got to thinking about a few things. Well I was thinking about what I feel. Towards you.”

Scootaloo tilted her head. “What d’you mean?”

Lightning sighed and looked into her daughters eyes. “I... don’t know what I feel.” She looked away after saying that. She just couldn’t face the filly right now. “My whole life I’ve only stolen emotions. I’ve only cared that I survived and I didn’t event give a thought to who I hurt to stay alive.”

As she spoke the changeling clenched her eyes and became angry. “And for what? A queen that just threw me away? A life of feeding on others like a leech?” She shook her head as if to shake of the memories. “I’m a parasite! Just some pathetic thing that steals the happiness of others!”

Scootaloo watched, stunned as Lightning was breathing hard and shaking from her outburst. Then the changeling seemed to deflate and when she spoke it was in a hoarse whisper. “I know what I did and I don’t regret it. I’m alive because I fed on others and I don’t regret it.”

Lightning rose her head to look at Scootaloo. “I don’t even know if I can regret it. I... I’ve spent my whole life imitating others. Imitating emotions. Even with you I did it. I wasn’t trying to hurt you but.. I just don’t know what I feel.”

Her eyes cast downward again as her throat tightened and her solid blue eyes misted. “I don’t know...”

Scootaloo didn’t know how to respond to any of this. The one she called her mother was in some kind of pain but couldn’t figure it out. Scootaloo wasn’t to good with her emotions either. She always tried to play off what she felt but she at least knew what the emotions were. Lightning didn’t know how to deal with hers it seemed.

The filly thought about what she should do and then did the only thing she felt she could. She moved toward the distraught changeling and hugged her.

Lightning felt the little forelegs of the filly grip her and she responded by wrapping her own forelegs around the little pegasus.

They stayed that way for what could have been hours or just minutes before the filly decided to speak. “You said you don’t know what you feel but let me ask you something.”

Lightning sat the filly in front of her and nodded prompting Scootaloo to continue. “When you met me and hugged me that first time, why’d you do it?”

The changeling thought about that and she went with what she told Rainbow dash. “I wanted to protect you. You looked hurt and I.... didn’t like it.”

Scootaloo nodded. “What was it like when you thought you couldn’t save Rarity?”

Lightning thought back to the moment she’d thought she failed to revive the unicorn. “It was like I was... stabbed. And my chest felt tight.”

Scootaloo smiled faintly. “And when you found out it worked? How was that?”

Lightning cracked a small grin. “Like I was lighter then air. I almost laughed when I saw her wake up.”

Scootaloos smile became wider. “Then you do know about emotions.”

Lightning gave the filly an odd look before the little pegasus continued. “When you didn’t want to see me hurt and wanted to protect me. That was love. When you thought you didn’t save Rarity that was sadness. And when you saw it worked that was happiness. I’m surprised you didn’t realize it yourself.”

Lightnings eyes widened before she started laughing. “I spent my whole life sensing and feeding on emotions but when they’re my emotions I’m completely lost.” She shook her head at herself. “I’m a real piece of work.”

The changeling looked to the filly in front of her. “Thanks Scoots.”

Scootaloo smiled and nodded her head. “No problem. Now that the mush is outta the way are you ready to fight some changlings?”

Lightning chuckled. “You bet. I should ask Twilight if she got ahold of the princess. Stay inside and lock the doors and windows.”

The filly nodded as her mom went to the window in her room and opened it. Before she flew of she turned to Scootaloo. “Be safe ok.” With another nod from the filly Lightning sped out the window and headed straight for the Library.

Twilight sat at her desk on the upper level of her tree home. She’d quilled a a letter to Celestia outlining what had gone on since she’d received the letter about the changelings. The odd thing was that even an hour later there’d been no return letter.

The lavender unicorn tapped her hoof on the desk. “What could be keeping her?”
She would have continued talking to herself but was taken from her thoughts by a knock at her door. Trotting to the ground level of the library she opened the door with her magic.

Lightning stepped in once the door was open. “Hey Twilight. Did you send that letter yet?” The unicorn nodded as she waved a foreleg to the side inviting the mare further inside.

“I did but I’ve gotten no response in over an hour.” The unicorn sighed as she sat at the table in the middle of the room.

Lightning rose a brow as she sat across from Twilight. “Could she be busy?”

Twilight shook her head. “Not at this hour. Once the sun sets she goes back to her private chambers.”

Lightning nodded. “Well could we send one of the others to tell her? Rainbow seems fast enough.”

The unicorn thought about that for a moment. “No if we send anyone it should be me. I could just teleport there and back when I’m done.”

Lightning gave her a surprised look. “You can teleport? Why didn’t we use that before!?”

Twilight tapped her hooves together, embarrassed. “Well I can teleport myself easily but more then one or two at a time is harder. Plus it takes up more magic when I split the spell for more then one.”

The changeling grinned. “Well you’re just all kinds of powerful huh? Ok you pop over to the princess and tell her about the other cells around Equestria.”

As Lightning got up to leave Twilight went to get the door. “Shouldn’t we ask for help in Ponyville?”

The ice eyed mare shook her head. “No. With all the other cells in Equestria she needs to focus on that. Besides I think with you and your friends Ponyville should be fine. Bye.”

Twilight shut her door and returned to her room where she roused a sleeping Spike.
Said dragon yawned and rubbed his eyes as he woke. “What is it Twilight? Another letter to send?”

Twilight smiled at her assistant. “No Spike I just wanted to tell you I’m teleporting to Canterlot. For some reason Celestia hasn’t contacted me or came herself so I’m going to see what’s going on.”

Spike nodded. “Ok. Speaking of the whole letter to her thing, what’re you gonna do about Lightning?”

The unicorn sighed. “I’ll speak on her behalf to the princess. She did save Rarity after all.”

The baby dragon smiled. “Yeah that makes her ok in my book. Anyway I’ll keep an eye on the place while you’re gone.”

Twilight nodded with a grin. “I shouldn’t be gone long but thanks for the offer. See you later.” After she spoke the unicorns horn sparked and with a flash Twilight was gone.

In the gardens of Canterlot castle the guards were startled by a flash of purple. When the light faded a lavender unicorn they recognized was standing there.

The night lieutenant approached Twilight. “Hey there Twilight. What brings you here so late?”

Twilight turned to the guard with a serious look. “I need to speak with the princess. I have information on the changelings.”

The lieutenant quickly dropped into business mode. “Yes, the princess told us about their possible return. But why didn’t you send a letter if you have information?”

Twilights head tilted in confusion. “I did send a letter. What’s going on?”

The lieutenant paused to think then turned to one of the pegasus guards. “You. Fly to the repository that holds the message crystal.” The guard saluted and flew towards a tower on the western edge of the castle.

The lieutenant motioned with his head to follow as he walked toward the castle entrance before speaking again. “If you sent a letter and it didn’t get to the princess that could mean the changelings have gotten into Canterlot and damaged the message crystal.”

Twilight nodded. “That would disable any communication from reaching the princess or the other royal outposts across Equestria. But I thought only the royal guard could get into that room. Besides the princess of course.”

The lieutenants eyes narrowed. “Exactly. That means our ranks have been compromised. I need to get you to the princess as soon as possible.”

As the two continued through the halls and up staircases a group of guards approached them. As they got within speaking distance one spoke up. “Sir you’re needed at the crystal repository. The changelings are there.”

The lieutenant grit his teeth. “So they were here. Fine I’ll go there and you three escort Twilight to the princess.”

The guards saluted as the lieutenant galloped away. Twilight turned to the guards who started to surround her. The unicorn rose a brow at them. This isn’t right.

Just as she thought that one of them tried to tackle her. She dodged but the other two came in and pinned her. Thinking fast Twilight quickly charged her horn and blasted the three of them. The guards fell and with a flash of green reverted to their true forms. Changelings.

After the changelings fell Twilight started to gallop as hard as she could to Celestias tower. As she ran a few more changelings tried to stop her but a quick and well aimed burst of magic stopped them.

Finally the unicorn came to the top of a tower where a pair of elaborately carved doors were. Wasting no time she burst through the doors startling the rooms occupant.

Celestia had been reading a book when Twilight burst in looking like she ran a marathon. “Twilight what’s wrong? Why are you here so late?”

The unicorn panted as se tried to regain her breath. “Changelings...in castle.... Cells in Equestria.... Trouble.”

The alicorn moved closer to her student and laid a hoof on her back. “Calm yourself and tell me what’s going on. What’s this about the changelings?”

Twilight took several deep breaths before speaking again. “You were right about the changelings. I’ve learned they had a second plan already in progress when they attacked Canterlot. Changeling infiltration cells are hidden near each city and town in Equestria. They’re trying to take over quietly this time and there’s more of them then we thought.”

Celestia took all this in as she lit her horn and sealed the doors to her room. “I see. I knew that first attack was to simple to be their only one. You said they’ve even compromised my castle?’ The unicorn nodded as her teacher turned and walked to the balcony. “Thank you for telling me this Twilight. I will handle the changelings in Canterlot and when I am sure the city is safe I will send my guards to the other inhabited areas of Equestria.”

The alicorn faced Twilight again. “Is there anything else?”

Twilight hesitated but she know there was one more thing her teacher needed to know. “Yes there is. One of the changelings has sided with us and even saved Rarity from her own kind. When this is over I ask that she be allowed to live in Ponyville.”

Celestia rose a brow but nodded. “I will consider it. Once the threat is more under control I will speak to this changeling. "

Twilight smiled. “Thank you princess. Now I need to get back to Ponyville. The cell there will attack soon.”

The alicorn stepped forward to lightly nuzzle Twilight. “Be safe and stand firm my student.”

With a nod and a determined look in her eye Twilight activated her magic and in a flash was gone.

After she left the library Lightning had noticed that a storm front was making it’s way to Ponyville. Wondering if any weather teams hadn’t been warned by Applejack and Rarity the changeling flew over the town to where Rainbow Dash and Fluttershy were watching the horizon in the direction of the mines they’d come from earlier that day.

“Hey Rainbow why’s a storm rolling in? Didn’t your teams get the “stay inside” message?”

The cyan mare first turned to Lightning and then rose her eyes to look at the approaching storm and groaned. “Oh hayseed. I totally forgot that we had an incoming storm from Fillydelphia. It’s on a flight path to go over our section of Equestria and distribute water for our area. We can’t stop it.”

Lightning shook her head. “Looks like when the cell attacks we’ll be in for a wet fight. Are the towns folk safe?”

Fluttershy turned to the rose colored mare. “Yes. Rarity and AJ told us about an hour ago that they’ve been told to stay inside and lock themselves in.” The pink maned pegasus gulped. “But can the seven of us really take on that whole cell by ourselves?”

Lightning chuckled. “Are you serious? In that attack on Canterlot you took out at least that many. We only have to worry more show up.”

The pegasi nodded as Lightning continued.”I’m gonna take a look around and see if I can find Pinkie. Where’d she go anyway?”

Fluttershy shrugged and Rainbow waved of the question. “Who knows. She’s random like that but she’ll be around when the going gets tough.”

Nodding to the two of them the changeling turned and started gliding over the town in search of the pink pony.

After a few minutes of flying Lightning found Pinkie beside a house at the front of town fiddling with something. Landing beside the party pony Lightning could see that she was wiring some type of cannon to a remote.

The changeling cocked her head in confusion. “Pinkie what’re you doing?”

Pinkie turned with a smile while holding the remote in one hoof. “Hey Lightning. I was putting some party cannons around town for defense.”

Lightning blinked, still not quite sure what was going on. “Party cannons? Like that thing you had in Canterlot that shot confetti?”

The pink mare smiled wider. “Yep! See I figured since Twilight didn’t give me anything to do I’d go and make myself useful.”

Lightning nodded. “Ok but those cannons can't be very powerful.”

Pinkie folded her forelegs with a grin. “Not at first but I tuned them up. Now they fire big wads of confetti and have enough power to launch a pony twice my size.” The pink pony thumped her chest with a hoof. “I’ve got many hidden talents.”

Lightning just stared at the pony in front of her. “You set up a defense of party cannons all around town and tuned them up in under two hours?”

Pinkie giggled. “I can work pretty fast. Also I got the Doctor to help me.”

The changeling rose a brow. “The Doctor? Doctor who?”

Pinkie giggled again. “Exactly. He's a guy I know who lives in a blue box thing. Anyway what’er you up too?”

Lightning wanted to question the eccentric mare further but thought better of it. “I just wanted to find you and see what was going on. I...”

Before she could continue a beam of purple shot into the air from the library. When it faded Pinkie hopped towards it. “Come on Twilights calling. Maybe she’s got good news.”

The two made there way to the library to find the others gathered inside. Once they sat down Twilight spoke. “Here’s the situation. I’ve informed the princess of the danger and she, along with Luna and the guards, will deal with the cells in the other regions of Canterlot. She’s charged us with protecting Ponyville. Any questions?”

No one spoke up so the lavender unicorn continued. “Ok then I suggest we all stay here for now. We’ll use the telescopes in the library to keep an eye on the mines and we’ll sleep in shifts so we aren’t taken by surprise.” Twilight turned to Lightning. “Can you take the first shift while the rest of us rest?”

The changeling nodded and resumed her natural form. “Yeah. Go ahead and rest up. I can go for at least another few hours till I need sleep.”

With a nod Twilight led Lightning up to her observatory and showed her how to calibrate the telescopes before going to her room for some much needed rest.

At the hive Chrysalis was listening to reports from the other cells about their progress. She was in a room that held maps that detailed the locations of her changeling cells. she was discussing attack stratagies when a scout approached her. “My queen there is a problem.”

The matriarch turned her attention to the scout and waved a holed hoof for him to continue.

“It appears that Celestia has been told of our plan and is now expelling the drones we have in Canterlot. Also she is rallying her guards to go to the aid of the other populated areas of Equestria.”

The queen sighed in frustration. “What is the status of our occupation in the locations besides Ponyville?”

Another scout steeped forward. “We have most of the towns under control and a few cities are in the midst of being taken over.”

Chrysalis shook her head. “This would have gone much smoother without that annoying little traitor spoiling my plans. She needs to be taught a lesson.”

The first scout rose a brow. “My queen?”

The queen turned to him. “Be prepared for a fight. Tell the cells and their commanders to step up the rate of occupation and send a message to the cells outside Ponyvile.”

The scout bowed. “Yes my liege. What is the message?”

Chrysalis chuckled darkly. “The elements are a threat and this traitor is among them. Tell the cells to give no quarter.” She grew deathly serious at his point. “I want that town wiped from existence.”

The scout bowed again before gathering others and flying off to deliver the orders to the cells. Chrysalis glared at a map of Equestria. “These ponies are so troublesome. I may have to turn this into an actual war to get what I want.”

It had been twelve hours since the seven had taken turns watching the mines for any activity. Applejack was on watch and was about to wake Rarity for her turn when changelings began pouring from the mine. They gathered on the ground and swarmed in the air.

Even with the dim light of early morning she could also make out more of them coming from a distance to join the ones already here.

The farmer turned from the telescope and rushed down to where the others were sleeping. “Wake up ya’ll! There’s trouble brewin’ out there.”

Twilight was the first to wake fully. “What’s wrong AJ?”

Applejack shook her head. “I don’t know Twi but I reckon that Lightning might.”

Hearing her name the changeling looked to the orange mare. “What’s going on?”

The blond maned pony tipped her head in the direction of the telescope. “Go an’ take a look for yerself sugarcube. I ain’t sure but it looks like we’re in for a heap o’ trouble.”

The changeling flapped her tattered wings and carried herself up to the telescope. Looking through it she could see the mass of her kin gathering at the mines. Seeing so many of them gave her a bad feeling. That looks like way more then what’s needed to take over a town this size. Even if they took it by force this many would be overkill.

Turning her attention back to the six ponies she hovered down to the main floor. “It doesn’t look good out there. I think I know what’s going on but...”

As she trailed off rainbow rose into the air. “Hey come on it can’t be that bad.”

Rarity nodded. “She’s right darling. What are they going to do, burn us to the ground?”

Lightning looked to the white unicorn. “I think that’s exactly what’s going to happen.”

The six ponies went quiet. Each of their eyes widening at the dark implications of that sentence. Twilight stepped to the front of the room beside Lightning. “But that makes no sense. Doesn’t Chrysalis want to use us as food?”

Lightning sighed heavily. “Doesn’t look like it. With the number of siege changelings out there I think she’s going to start going on the offensive.”

Twilight quirked a brow. “What does that mean? Didn’t she already try that in Canterlot?”

Lightning nodded. “She did but in that first attack she was arrogant. She told us that there hadn’t been a true war in Equestria of centuries and that would make it easy to take what she wanted. She didn’t count on you ponies to be so... resilient.”

Rainbow folded her forelegs. “So does that mean she didn’t really try last time?”

The changeling nodded. “Yes. She left the bulk of the swarm in the hive. Our numbers are equal to that of the whole of the Equestran population.”

Fluttershy was the next to speak. “I don’t rally want to ask but... what does that mean for us? What’s going to happen?”

Lightnings gaze went to the floor before she rose her head to face the others. “I think that with you six living here and with my being a traitor and protecting Ponyville she’s going to kill us.”

The ponies gasped unsure of how to respond. Lightning turned to look out a window. “I wish I could think of another reason the queen would send so many here but I can’t. The only thing that makes sense is that she wants us gone.”

Applejack shot to her hooves from her place on the floor. “Then how’re we supposed to fight ‘em? We all could hold are own but most o’ the folks in ponyville couldn’t fight their way outta a paper bag. Not to mention all the foals and elderly.”

Pinkie sprung up next. “What’re we gonna do?”

Lightning turned to the group with a hard stare. “We’ll have to fight and take them down. And when I say down I mean six feet under.”

For a second time the group was stunned. Each of them had been in bad situations but never life or death.

Fluttershy shook her head vigorously. “No we can’t do that. There’s got to be something else we can do.”

Lightning huffed. “Like what? Knock out the whole cell that was here before plus their reinforcements and tie them up?”

Twilight placed a hoof on the changelings shoulder. “Lightning you have to understand, we ponies are a peaceful race by nature. We have law enforcement but that’s about it. Like you said, there hasn’t been any real fighting in Equestria since the unification of the three tribes over two thousand years ago.”

Rarity chose now to chime in. “Well what about the elements of harmony? Can’t they help us as they did with Discord or Nightmare Moon?”

Twilight shook her head. “I’m afraid not. With what I’ve learned about the changelings I don’t believe they’re a force of evil. The elements of harmony dispel any inharmonious beings but the changelings are acting on their very nature. The elements could no more change or stop them then they could change the Everfree forest.”

Rainbow rose a brow at this. “Then what about Nightmare Moon and Discord?

Twilight sighed. “Nightmare Moon was a manifestation of the disharmony Luna felt with the world. She fell out of harmony with herself so the elements were able to change her back. Discord is the very embodiment of disharmony so of course the elements work on him. As for the natural order of how something like the changelings operate? The elements can’t change the true nature of a being.”

Lightnings ears lowered. “So my true nature is an emotion stealing death dealer? Great.”

Twilight turned to the changeling. “I’m sorry that’s not what I meant. What I mean is the changelings need emotions to live. How they get it doesn’t matter. They could get it like you do. By taking what is given by someone else. Or they can steal it. The whole death dealing, conqueror thing that Chrysalis uses is just a side effect of how she chose to lead her people to live.”

Applejack spoke up when the unicorn was done. “Well that’s all fine and dandy but we still gotta figure out what to do about that big ol’ swarm out there.”

Lightning sighed. “Fine if you don’t want to take them out then one of us needs to think of something.”

Twilight levitated a book from a back shelf and opened it. “I’ve got one but it’ll take some time. I’ll need Raritys help and the rest of you will have to keep the changelings off of us while I get this spell ready.”

Lightning nodded. “We can do that but first I need to warn all of you about what changelings do when they don’t take prisoners.”

After saying this the changeling stood on her hind legs and held out her forelegs. With the usual flash of green her forelegs changed shape. From the hoof to the first leg joint they were more like the blades of a praying mantis but sporting the holes her legs had before.

She looked at Twilight. “Throw something at me.”

The unicorn wasn’t sure of what the changeling was getting at but she picked up the wooden pony head sitting on her table with her magic and chucked it at Lightning.

With a quick slash the changeling cleaved the solid wood in two like a knife through butter.

As the pieces fell Lightning spoke. “When we’re in our natural form we can alter ourselves like this. Blades, claws, club like arms. Even those scoops I used to dig us into the mine. Don’t let your guard down.”

Rainbow rose a brow. “Why didn’t you cut yourself out of that cloth the fake Rarity had you in?”

Lightning blushed in embarrassment and looked away. “My arms were pinned to my side and I was kinda miffed about being caught so it slipped my mind.”

The brash pegasus chuckled. “Wow. I guess you’re not evil if you can be embarrassed by that. Anything else we should know?”

The changelings legs became normal and she tapped her chin in thought. “No. Just watch out for the dangerous transformations and such and you’ll be fine.”

Twilight nodded. “Ok now that that’s out of the way let me go over my plan.”

A few minutes later the seven defenders had assembled at various positions in Ponyville. Twilight and Rarity were at the center of town concentrating their magic.

Fluttershy and Pinkie Pie were at either end of town each holding a remote for the party cannons the party mare had set up.

On the front lines were Applejack, Rainbow Dash and Lightning. They stood at the front of Ponyville watching as the swarm of changelings got closer and the storm clouds overhead finally began to release large drops of rain.

The farm pony turned to the two beside her. “So let me get this straight. The five of us are gonna hold of that big ol’ swarm while Rarity and Twi charge up that spell? And on top o’ that we gotta keep ourselves from gettin’ horribly dismembered while doin’ it?”

Lightning smirked. “Too big an order for you guys?”

Applejack adjusted her hat. “Would ya be surprised that it’s almost par for the course? Minus the dismemberment bit.”

Lightning laughed. “You sure have exciting lives here don’t you?”

Rainbow grinned. “You don’t know the half of it. All kinds of crazy things go on here.”

Lightning cchuckled lightly for a second longer. “You’ll have to tell me about some of them later.” She shifted her focus to the approaching swarm. “Cuz right now we’ve got other things to do.”

She and Rainbow started hovering lightly while Applejack crouched, tensing her muscles.

The swarm was a few hundred yards away when they stopped their advance. The three in the war path didn’t have time to question what was going on before one of the changelings made it’s way forward.

Lightning grit her teeth as the changeling got closer. She recognized this one.

The changeling stopped a few feet in front of it’s opposition before speaking. “Well isn’t this something? The queen’s very angry at you ya know. She sent two more cells here and gave us a kill order for what you’ve done against her.”

Lightning landed directly in front of the changeling. “Quit wasting time and get to the point Shiv. Why are you even here?”

Shiv shook her head. “I was sent here because I used to be your commander. I'm here talking to you because I'm the one you fooled around with from time to time. My official orders are to kill you.”

Lightning narrowed her eyes but before she could speak her old commander continued. “I could get you out of this though.”

Lightning rose a brow “You’d go against a kill order? Why?”

Shiv smiled. “Oh because then I could have you all to myself. You’d be my personal slave but you’d be alive at least.” The changeling commander stalked forward and slid her muzzle beside Lightnings ear. “Think of all the fun we could have. All you have to do is go with me. I’ll wipe the village off the map and you’ll be mine. What’ll it be Lyse.”

Lightning backed up and stared the other changeling in the eye. “My name’s Lightning. That’s who I am now.”

Shiv frowned. “I’d hoped you would see reason. Being cut from the hive made you weak I guess. If you’re that broken I’ll just get rid of you.” The commander flew back to the waiting changelings.

Rainbow and Applejack had said nothing while the two were talking but curiosity got the better of them now.

Rainbow walked up beside Lightning. “So your name is really Lyse?”

Applejack went to her other side. “And that there Shiv was yer... lover?”

The changeling sighed. “My name’s Lightning now. Lyse died when I was cut off from the hive. I’m not her. As for being involved with my former commander yes I was. Though lover is a strong word, everything was physical."

The swarm had begun advancing again and the three readied themselves.

Lightning smirked "Enough talking. I feel like hitting something."

When the swarm had gotten to the outskirts of the town there were several booms and groups of changelings dropped as they were tangled in long streamers.

Seeing this Lightning shot forward with her two companions as the fight for Ponyville and their lives began.

Boom

The three charged forward. The pegasus, earth pony and changeling. The attacking force ahead of them was only a few feet away but in those moments before they would collide it felt like miles. Everything was slowed to a crawl. That’s how it seemed to Lightning.

The hoof beats of the farm pony beside her mixed with those of the changelings charging toward them on the ground. She could hear the solid, wet thumps they made on the muddy earth.

The wing beats of the swarm droned and filled her ears as much as the sound of hooves meeting earth.

And the rain that soaked the world around them was above it all. It came down in heavy, cold drops. Each drop resounding alongside the cannon fire that boomed in the background.

The sounds came together in a deafening cacophony making these few moments before the opposing sides clashed feel like an eternity. Then all at once time exploded forward in the violent crescendo of opposing forces.

Rainbow shot past Lightning. The pegasus seemed to cut a swath through the approaching changelings. Mowing them down like she was clearing clouds from the sky. The prismatic trail the pegasus left looped around, over and under as she flew ever faster. Beating aside changeling after changeling.

Lightning wasn’t far behind. The changeling charged into her kin with the same vigor she’d always had in a fight. Spinning in the air Lightning aimed her holed hooves to strike firmly on the bodies of her fellow changelings.

Applejack was doing well for herself with the advancing ground changelings. As she neared the first few the farm pony planted her forelegs firmly while spinning to bring her hind legs up. With all the force the farmer used in her fields she began bucking changeling after changeling that dared try to pass her.

As the three worked to keep the the swarm at bay the cannons set up by Pinkie continued to fire. The massive confetti and streamer ordinance pummeled anything that got in it’s way. It helped but the three front line defenders had to be carful not to get taken out by friendly fire.

Rainbow slowed herself as she pulled up behind Lightning. The cyan mare put herself back to back with her changeling friend. “This is insane! It’s like no matter how many I bowl over more just pop up.”

Lightning grinned while pushing back a changeling and giving it a swift kick in the stomach. “Don’t tell me you’re turning chicken on me now Rainbow.”

The pegasus turned to avoid a thrust from a changelings blade arm. “Ha! You kidding, this is a blast!”

Lightning just continued grinning as they separated and flew lower to give Applejack a helping hoof.

The farm pony had realized quickly that simple bucking wasn’t gonna cut it so she started alternating her front and back legs. She’d buck a target and use the momentum to flip herself up and deliver a solid punch to another before bucking again. It was like a cartwheel of pain for the unfortunate changelings that got to close.

When the three regrouped on the ground Lightning spoke. “We need to get them to back up. We’re almost fighting in the town.” She dropped her stance, avoiding a deadly slash but getting a shallow cut in exchange.

Applejack nodded while bucking a changeling. “And I got an idea on how to do that.”

Rainbow flipped over the two batting away a pair of changelings coming from the air. “Well don’t keep us waiting AJ.”

The three covered each other as the blond pony spoke. “Well I figure Lightning can take a lot of punishment so Rainbow I want you to go as fast as you can and throw her the the swarm.”

Lightning flipped a changeling on his back and stomped his stomach, knocking him out. “When did I become a projectile?”

Applejack turned to the changeling. “You gat a better idea lemme hear it.”

Lightning sighed and turned to the pegasus. “Get ready Rainbow. It looks like we’re gonna do an air strike.”

The spectral maned pony kicked away a changeling before grabbing lightning and rapidly gained altitude. When she rose above the swarm she rolled her body to point down and rocketed toward the swarm.

Dash propelled herself downward faster and faster, her vision becoming tunneled. When she was close enough she angled her wings to flip herself head over heel and launched Lightning.

When she was released Lightning tucked in her legs and wings. She pointed herself straight down and manifested green fire around herself as she dropped. Lightning hit the swarm and the reaction was instant.

As she descended the attackers where blown aside and collided with others. The effect spread out knocking more changelings down like dominos.

When she hit the ground Lightning felt like she’d been hit by a train. She shakily stood up from the crater she created and shook her head. So that’s what a meteor feels like.

Lightning turned her head to admire the damage she and Rainbow had done. it wasn’t much but it had forced the swarm back a bit.

The changeling nodded to herself and flew in the direction of town to meet up with Applejack and Rainbow.

When she landed Rainbow smirked. “I give that a nine out of ten.”

Lightning chuckled. “What? I stuck that landing.”

Applejack shook her head, amused. “More like destroyed it.”

Lightning shrugged. “Either way it bought us some breathing room.”

The farmer nodded. “How you two holdin’ up?”

Rainbow shook herself. “I’m soaked by the rain and have a few scrapes but I’m good.”

Lightning nodded. “I’m the same. Kinda shaky from that dive I just took but it’ll pass.

Applejack sighed. “Same here. A few scrapes but nothin’ to serious yet.”

The three turned to face the swarm again and noticed that all the changelings that hadn’t been knocked out or caught in the tangles of confetti and streamers were rising into the air.

Rainbow Dash rose a brow. “Are they retreating?”

Lightning just stared as the swarm hovered high above them. Then all at once the swarm lit up in a brilliant flash of green fire.

Lightnings eyes widened and she turned to her friends. “Run! They’re gonna dive!”

As the three turned to Ponyville and began to sprint they heard the impact of their attackers all around them. They had to bob and weave or they would be crushed by a bombing changeling. Even the cannon fire couldn’t slow the descent of the living projectiles.

As the ponies and changeling continued to run through town Lightning began giving instructions. “AJ tell Pinkie and Fluttershy that the arial fire won’t do anything now. They need to turn them off and go hoof to hoof.”

The orange mare nodded and turned to go warn the two artillery ponies.

Lightning turned to the cyan mare running beside her. “Rainbow check the town to see if any of the bombers got into the houses. We don’t need any innocents getting hurt.”

The pegasus nodded and leapt into the air, raising above the incoming changelings to give look for any holes in the roofs of houses.

After the other two had gone off Lightning picked up her pace and headed for the town square. I hope Twilight’s nearly done. Now that the swarm’s in town this just got a lot more difficult.

In the town square Twilight was concentrating on the complex spell she’d found in one of her books. Rarity was beside her not because she needed the white unicorn to concentrate in tandem with her but to use Rarity as a spell focus.

The lavender unicorn inhaled deeply as she focused her magic. Ok I’ve built up enough power now comes the tricky part.

With that thought Twilight sent her power to Raritys horn and began to cast the spell. Lines of light snaked from the dress makers horn and surrounded the pair. Weaving and twisting into complex shapes and lines as it formed a circle around them.

Once it was done the lines burned themselves into the ground. The still glowing lines of magic cast a slight blue glow in the town square. Twilight smiled slightly as she felt the lines settle into the proper shape. Just a little more time.

Applejack had gotten to Fluttershy and Pinkie as fast as she could. After the cannon operators heard the situation they flipped a switch on their remotes that shut down the cannons.

Once the cannons were taken care of Applejack turned to her friends. “Fluttersy I think Lightning was headed for Twi and Rarity so you go help her out.” The pegasus nodded and ran towards the town square.

The apple farmer then turned her attention to the pink mare. “Pinkie you’re with me. We gotta find Rainbow and help deal with the changelings in town.”

Pinkie saluted and began galloping alongside Applejack as they searched for their spectral maned friend.

Rainbow was flying around Ponyville trying to see if any of the diving changelings had entered any homes and if they were attacking the ponies hold up inside.

A few of the houses and businesses were damaged and she’d cleared out the changelings but she was also having to deal with the ones that were outside. There’d been a few close calls with the blades of a few changelings and Rainbow was sure her mane had gotten shorter after she’d dodged a particularly close swing to her head.

The cyan pegasus grunted as she beat back another changeling from a house. They just keep coming. I don’t know how much more I can do alone. Flying out the hole in the homes roof she looked around for any homes she may have missed.

She heard a faint flapping behind her and turned. A changeling had come up behind her and was in the middle of swinging a bladed foreleg toward her. Before the blow landed the attacker was shot down by a wad of confetti. Rainbow looked to the ground and saw Pinkie behind her personal party cannon.

The cotton candy colored mare waved to the pegasus. “I got your back Dashie!”

Rainbow flew down and landed beside the party pony. As she did Applejack came around a corner. “Hey guys. How’d you find me?”

The blond mare pointed to her pink friend. “Pinkie sense.”

Rainbow nodded. “Oh yeah. Anyway thanks for the help.”

Taking a look around the cyan pegasus noticed her shy friend wasn’t here. “What happened to Fluttershy?”

Pinkie pointed to the center of town. “AJ sent her to go help Lightning while we take care of the changelings around here."

Applejack sighed. “I hope this ends soon. I’m startin’ to feel all these cuts add up.”

It was true that while none of them had been seriously injured they still took some damage. There were just to many changelings to dodge every hit thrown at them.

Pinkie turned her cannon and shot another blast at a group of changelings. “Just hold on girls. I think Twilight should be about ready. And just think, when this is over I can throw a party for us surviving.” Pinkie grinned.

The other two laughed and Applejack adjusted her hat. “Let’s get back to it then.”

Lightning had made it to where Twilight and Rarity were putting together the spell. She saw the lines and shapes circling the two where they sat and nodded. Ok so that parts done. It shouldn’t take her to long before its ready. At least I hope so.

The changeling turned so her back was to the unicorns. The attacking changelings were mostly held up by the cannons and whoever was helping Rainbow but a good number of them were making there way towards her and the two spell casters.

Lightning shook her head to clear the water from her face and rose off the ground. I gotta hold this line. No matter what I can’t get to far from these two.

As she thought this the first of the attackers to make it this far lunged forward. Bladed forelegs held high and poised to cut Lightning to pieces. The traitor changeling snapped her forelegs up and changed them to blades to intercept the blows coming at her.

When she caught the blades on the edges of her own she twisted her body and used the momentum of her attackers to off balance them before striking them in the temple with the flat of her bladed legs.

As the first attackers fell to the ground the others spread out. Seeing that she was quickly being surrounded Lightning flew closer to Twilight and Rarity to better defend them.

More of her kin rushed her. Changing her forelegs to heavy armored clubs Lightning spun and knocked aside her fellow changelings. Her head constantly moved, trying to track all the attacks aimed at her or the unicorns casting the spell.

Even with her skill she was just one against many and she was beginning to get nicked by the blades of her opponents. As five rushed her from all sides she swun one foreleg back to catch the one behind and one forward to beat aside the two from the front.

Lightning knew the two at her sides would get her before she could move and prepared for the blows to come.

The changeling braced herself for the hits but instead of the pain of being cut into she was tackled out of the path of the blades aimed at her torso. The two attackers plowed into each other as Lightning looked to her savior.

Fluttershy sighed as she looked at the changeling in her grasp before letting go. “I was worried I wouldn’t make it in time. Sorry I kept you waiting.”

Lightning chuckled as she resumed her place near the unicorns. “No problem. Help me with these guys and we’ll call it even.”

The yellow pegasus swept her long mane out of her eyes and came to the other side of Twilight and Rarity. “Sure thing.”

The changelings were taken off guard for a moment when the pegasus joined in the fray but attacked as soon as they realized she was another opponent.

When Fluttershy was targeted she would dodge attacks before flipping one changeling into another or redirect the attacker to collide with one of their allies.

Lightning noticed the passive but effective style and grinned. She’s pretty good for such a gentle little thing.

Returning her focus to the fight Lightning altered her movements to mesh with the pegasus. It worked but neither one of the defending parties could avoid all the strikes. They both knew that if this went on for much longer they’d be done for.

Twilight could hear the conflict going on as she wove the spell properly. She could even feel when Lightning or Fluttershy would hover past her, defending her. Hold on you two. I’m almost....

Twilights eyes snapped open. “Done!”

Lightning and Fluttershy were startled at the sudden outburst by the lavender unicorn but that quickly turned to amazement at what happened next.

From the glowing magic circle on the ground, dozens of ethereal tendrils sprung outward. The tendrils shot outward, snaring the attacking changelings and binding them together. In a matter of seconds the fighting stopped as the tendrils lifted the changelings in the air. With a flash the tendrils transformed into a transparent sphere. Holding the changelings in it’s magical confines.

Lightning whistled in amazement. “Wow. No wonder you’re the element of magic Twi.”

Twilight sighed and rubbed her forehead. “Yes but it’s taxing to do this stuff. I can keep this in place but if I leave the circle it’ll collapse the spell.”

Rarity stood and shook her head. “Oh my that was tiering. I’m glad I don’t have to stay in this rain though.” Rarity trotted to a nearby awning. “Oh just look at my mane it’s ruined!”

Fluttershy chuckled as she went to help her fussy friend. Shaking her head with a smile Lightning walked toward
Twilight. “Well we survived but I’m gonna be sore for a while.”

Twilight smiled. “I’m just satisfied that this whole thing is..” The unicorns eyes widened and her smile dropped. “Lightning behind you!”

Lightning turned and jumped back as a bladed foreleg slipped past her neck, leaving a light cut. The changeling stood on her hind legs, changing one of her legs into a blade while she lifted the other to feel her neck. “Whoa. That gives new meaning to a close shave.”

She shifted her eyes to her attacker. “What the..? Shiv?”

Lightnings old commander stood in front of her. Both forelegs bladed and her eyes glaring.

Twilight was unable to move and Lightning motioned the others to stay where they were. Lightning then turned her attention to her former commander. “How’d you not get put in the bubble?”

Shiv kept her eyes locked on Lightning. “I saw the spell so I flew straight up. I almost got snagged but I guess the spell only has so much range. Besides I still need to kill you.”

Lightning chuckled but before she respond her other friends showed up. The changeling could tell they were about to step in but she held up a hoof. “I got this guys.” She turned back to her commander. “Shiv it’s over. You lost.”

The changeling commander snarled, baring her fangs. “I didn’t lose! Not yet and I can’t return to the hive a failure.”

Lightning lowered her bladed leg and changed both forelegs into clawed arms. “So no matter what you won’t back down?”

Shiv kept her aggressive stance. The only answer she gave was a heated glare.

Lightning sighed as she crouched on her hind legs. “Fine. You want a fight I’ll give you one.”

As Lightning finished speaking the two changelings circled each other. The six ponies watched as the two grew slightly closer, inching forward, waiting for the perfect time to strike.

Lightning stopped all motion when she was a foot or so from Shiv. The rain was still going and water slid down her face in rivulets. She saw a drop hit Shivs ear that made it twitch and in that second Lightning lashed out with a clawed hand.

Shiv sidestepped and swung a bladed leg at Lightnings head. The traitor changeling used her hardened claws to bat away the blade and stepped into her opponent aiming a punch at her commanders gut.

Shiv gasped slightly and kneed Lightning making her back off. Lightning knew that a slow methodical fight wouldn’t do any good against her old commander so she improvised.

Lightning jumped to the side and circled around behind Shiv. Shiv turned and slashed at Lightnings shoulder. Lightning took the hit but didn't let it stop her from fighting back. The cut hurt but Lightning used the close quarters to sweep the legs out from under Shiv. As the commander fell Lightning stood and quickly stomped the center of her opponents chest, driving the air from the downed commander.

Gasping for breath Shiv couldn’t hold the transformation on her forelegs and they shifted back into holed hooves. While Shiv was occupied with trying to fill her lungs with air Lightning kicked the commander in her temple, knocking her out.

With Shiv out of the way for now Lightning sighed and changed her legs back to normal. “I hope that’s the last of the surprises for today.”

Rainbow shot forward and slapped the changeling on the back. “Nice one Lightning! Oh man was that cool!”

Applejack chuckled. “I gotta say that sure was somethin’.”

Pinkie bounced forward. “Oh yeah! You went all karate on her!”
The pink mare then went into exaggerated fight moves making Lightning chuckle.

“I guess I was pretty good but I am so tired right now.” To punctuate this the changeling sat heavily and heaved another sigh while holding a hoof to her injured shoulder.

Fluttershy trotted to Lightning to examine the wound. "It's not too bad but sit here while I look for something to wrap it with."

Twilight spoke up as Fluttershy went to find a binding. “Well I think we’ve got this under control. Once we round up any stray changelings all we need to do is contact the princess and have her send some guard unicorns to take over this containment spell.”

Fluttershy returned to Lightning carrying a length of cloth in her mouth and began to dress the changelings injury.

When Fluttershy was finished Lightning rose to her hooves. “I’ll be back in a second. I want to check on Scootaloo.”

With a nod from Twilight the changeling began trotting in the direction of her home.

After a few minutes Lightning was outside her home. Taking the spare key from above the door frame she entered her home. As she closed the door and headed for the stairs she thought about her daughter. She’s probably asleep in her room.

Lightning came to the second floor and headed for the fillies room. She smiled as she opened the door. “Hey Scoots I’m...”

Lightnings smile dropped as she opened the door. Scootaloos room was torn apart and the window was broken. Lightning stood there in her daughters doorway, not believing what had obviously happened.

Then the changeling exploded into motion. Leaping down the stairs and nearly knocking her door of it’s hinges as she burst through it. Her holed hooves thundered on the street as she raced back to town square.

When she arrived Lightning saw Rainbow dash lifting a still unconscious Shiv and moving her towards the magic bubble holding the other changelings.

Lightning jumped and grabbed her old commander. The changelings hit the ground and Lightning shoved the commander against a building.

The force Lightning used jarred Shiv awake. Seeing the commanders eyes open Lightning spoke in a low threatening voice. “Where’s the hive Shiv?”

Shiv shook her head lightly. “What?”

Lightning bared her fangs. “Where’s the hive!? I know it was moved now tell me where it is!”

Shiv smiled. “What’s wrong traitor? Something gone missing?”

Lightning changed one of her forelegs into a blade as she held the commander with the other. “Tell me.”

Shiv just kept smiling.

Lightning moved her bladed leg to stab the changeling commander when someone grabbed her shoulder.

The enraged changeling looked over her shoulder to see Fluttershy was the one stopping her. “Let me go.”

Fluttershy shook her head. “No Lightning. Tell me what happened.”

Lightning turned her head back to Shiv and the yellow pegasus spoke. “Don’t look at her, look at me.”

Lightning turned her eyes back to the pink maned mare. “They took Scootaloo. I need to find her.”

Fluttershy gasped and turned her head to Rainbow. “Take Shiv from her.”

Rainbow came and took hold of Shiv. Lightning let the changeling commander slip from her grasp.

The yellow pegasus turned Lightning around to face her.“Don’t worry we’ll find her but you have to do it our way alright?”

Lightning slumped to the ground. “Ok, I’ll do it your way.”

The pegasus smiled and went to discuss what to do with the others while Lightning leaned agains the building she’d pushed Shiv against. I’ll do it their way. But when I find out where that hive is I’ll tear it apart.

The Hive

The hive was bustling with activity. Messengers flew to and from it carrying news of the battles across Equestria or sending out orders to the field. Chrysalis allowed her commanders to handle most of the work as she contemplated the next grand move she’d make.

As the queen was deep in thought a siege drone walked into the throne room carrying something on his back.

The drone stopped and saluted. “My queen I have news from Ponyville.”

Chrysalis turned her attention to him while raising a brow. “The town has been destroyed then?”

The drone hesitated. “Well... no. It hasn’t.”

Chrysalis moved herself from her reclined position to stare at the drone. Her eyes bored into him as the drone continued.

“Almost the entire force that was sent there was captured. Only myself and a few others escaped.”

Hearing this the queen stood and walked to stand directly in front of the drone. “You mean to tell me that the bulk of a three cell attack force was captured and a small town of non trained ponies did this?”

The drone chuckled nervously. “Not... exactly. The only resistance was from the elements of harmony and the traitor.”

The queens eyes narrowed. “Seven? Seven insignificant little whelps fought and captured the forces I sent to obliterate that town?”

The drone nodded and the queen continued. “Then tell me why I shouldn’t punish you for failing me.”

The drone perked up as the queen spoke and removed the object he’d been carrying from his back.

Chrysalis turned her eyes to the object and noticed it was an unconscious filly. She had an orange coat and a purple mane. “What is this?”

The drone smiled. “Our commander learned that the traitor was acting as a mother to this filly and charged me with finding and taking her.”

The queen smiled as well. “And now we can bring that traitor and her friends right to us. Come.”

Chrysalis began to walk away as the drone gathered up Scootaloo and followed the queen. When they reached the war room the noise died down as the queen spoke.

“Commanders, there has been a change in plans. We will bring the enemy to us and crush them on our terms.”

The queen turned to one of her commanders. “How many ponies have been captured and how goes the defense of the occupied areas?”

The addressed changeling stood at attention. “We have an estimated one hundred thousand ponies captured and in cocoons ready to be fed from. As for the battles, we are defending what territories we have and are losing ground in the areas we are trying to obtain.”

Chrysalis turned from the commander to a scout drone. “Go gather a group of scouts and deliver a mass exodus order to all field changelings. I want them to take all the captured Equestrians and return to the hive.”

One of the gathered commanders rose brow in confusion. “Are we abandoning Equestria my queen.”

Chrysalis chuckled. “Not at all Mandis. As I said we will bring our enemy to us.”

Mandis still looked confused. “But if we retreat won’t the ponies regroup?”

The queen smirked. “No. These ponies are very loyal to their own and will quickly try to rescue those we’ve captured. Once we lure them here we can easily overpower them.”

The commanders nodded but one spoke out. “What of our captured forces?”

Chrysalis turned to the female commander. “You speak of your sister don’t you Vex?”

Vex nodded. “Shiv has been a loyal member of the hive. Should we not assist her as well as others?”

The queens eyes were cold as she stared at each commander in turn. “Know this my subjects. I will tolerate no weakness in my hive. I will cut out any weakness as a cancer that can only weaken us.”

Vexs eyes widened. “You’d cut them from the hive? They could die! And even if they survived where are they to go?”

The cold venom colored eyes of the changeling matriarch fell on Vex. “You question me, your queen, and you show compassion for a failure. Shiv may have been your sister but first she is part of the Hive and the hive can’t be weak. Do I make myself clear?”

Vex held her queens gaze for a moment before lowering her head. “Yes my queen.”

Chrysalis nodded. “Good. Now send the word and get the hive battle ready.”

As the commanders left to rally their forces and the scouts flew away to deliver messages the queen turned to the drone that carried Scootaloo. “Give the filly to me.”

The drone did as instructed but tilted his head. “What do you intend for her my queen?”

The changeling matriarch chuckled. “I’m going to stick her in a corner and wait for that traitor to come right to me. Then I’ll crush her.”

Chrysalis strode to her throne room where she secured Scootaloo to a wall via the sticky secretion all of her kind could produce. Once that was taken care of the changeling queen returned to her throne.

Leaning her head on a holed hoof the queen smiled. Don’t keep me waiting.

In Ponyville things were relatively quiet. The towns folk had emerged from their basements and began aiding the seven ponies in fixing the town.

Lightning had resumed her disguise and was working to repair a hole in the roof of Sugarcube Corner. She was working to try and take her mind of the intense need she felt to find Scootaloo but it wasn’t working.

The changeling was seething on the inside even as she appeared calm to those around her. She’d agreed to wait and do things the way her friends wanted but as soon as she found the hive all bets were off.

After repairing the hole Lightning and Pinkie started heading back to Twilight to see if Spike had been able to contact the princess.

As the pair walked Pinkie spoke up. “Lightning are you ok?”

Lightning glanced at the pink mare but kept her focus in front of her. “Yeah, why?”

Pinkie sighed. “I can tell you’re mad.”

The changelings eyes flicked to Pinkie again. “Of course I’m mad.”
Gritting her teeth Lightning continued. “I let them get Scootaloo and I have no idea where she is right now.”

Pinkie nodded but said nothing. The party pony just had no way to help her friend right now.

The pair made it to Twilight but before anything could be said the changelings in the bubble started acting strange. Some were looking in every direction like they were confused while others gripped their heads in pain.

Twilight rose a brow. “What’s going on? This spell shouldn’t be affecting them at all.”

Lightning flew up to the bubble for a closer look and her eyes widened. She turned to Twilight. “Drop the spell!”

Trusting her friends judgement Twilight lowered the bubble before letting the spell fall. When the changelings were free none of them flew away. The ones who’d appeared confused sat where they landed looking lost while the ones who were in pain continued to writhe because of some unseen force.

Lightning walked through the changelings looking for Shiv. When she found the commander Shiv was gripping her head and breathing hard.

“Shiv what’s going on?”

The commanders eyes opened and she lurched forward to grab onto Lightning. “What’d you do!? I can’t hear it anymore!”

Lightning held the commander at arms length. “What can’t you hear?”

Shiv twitched in pain before turning her glazed eyes to Lightning. “The hive, It’s gone! I can’t hear it, can’t sense it. I..I...”

Lightning watched as her commander as well as the other changelings slowly came to realize what had happened. They’d been cut from the hive. Lightning felt Shiv fall forward like a puppet cut from it’s strings.

Shiv spoke, muffled by the fur of Lightnings chest. “I’ve been thrown away. I’m alone. Why?”

Lightning used a hoof to move her former allis face up to look into her eyes. She noticed Shivs eyes were even more glazed and unfocused. I should let the shock kill her. I should let them all just wither away.

Even as Lightning thought this a sour feeling settled in her gut and she sighed. Curse this newfound morality of mine.

The rose coated mare turned her head to look at Twilight. “Get some unicorns and have them use an anesthetic spell on these guys.”

Twilight opened her mouth to question Lightning but the changeling just shook her head. “Not now Twi. I’ll tell you when this is handled.”

The lavender unicorn nodded and went around to the towns folk to get more unicorns.

When Twilight was gone Lightning turned her attention back to Shiv. The commanders breathing was labored and her eyes had lost more focus. “Shiv listen to me. The hive isn’t what keeps you alive.”

Shivs eyes turned to Lightning and she struggled to speak. “This... coming from a... traitor.”

Lightning shook her head. “Well I’m still alive and you’re just going to die so I’ll gladly be a traitor if it means life.”

Shivs eyes seemed to gain some light back as she growled in anger. “You.. have no loyalty. You’re a disgrace.”

Lightning smirked and stood, moving a few paces from her former commander. “At least I can stand on my own. I don’t need the hive for that.”

The commander growled again. “You think I’m weak?”

Lightnings smirk widened. “Prove you’re not.”

Shiv quivered in anger as she struggled to stand. The former commander grunted as she brought herself onto her shaky legs and tried to walk to Lightning.

Lightning kept smirking. That’s it. Come get me.

Shiv inched forward and made her way to stand in front of Lightning. “I’m... not weak.”

Lightning chuckled. “No. I guess you’re not.”

The pseudo pegasus turned to walk towards Twilight who’d just returned with a few other unicorns. Shiv trailed behind Lightning.

Twilight rose a brow at Lightning and Shiv before asking what to do. “So Lightning, you want to let me in on what’s going on?”

Lightning turned her head to the group of changelings. “They’ve been cut off from the hive and some are going into fatal shock. I want you to use an anesthetic spell to lower the impact to their systems so they don’t die.”

Twilight nodded as one of the other unicorns stepped forward. “Why should we help them? They’re just monsters.”

Lightning turned to the unicorn. “Because.” She paused and dropped her disguise. “I’m one of them.”

The unicorn and a few other ponies gasped. Twilight had a worried expression before Lightning waved her off. “Don’t worry just help them.”

When Twilight nodded Lightning started moving forward again. She could hearTwilight giving instructions as well as the murmurs of the other ponies arond her.

“She’s one of them?”

“Did she lead that big group here?”

“Isn’t she that new pegasus Lightning?”

Lightning ignored the voices of the ponies around her and continued to walk. When she arrived at a relatively deserted street she turned around to see shiv still following her.

“So what’ll you do now Shiv?”

Shiv looked away. “I... don’t know. I’ve been cut from the hive. The only thing in my head are my own thoughts and those are scattered”

Lightning shook her head. “Do what you want or do nothing. Living for yourself isn't so bad.”

Shiv sighed. “The hive is two hundred miles west of Appaloosa. It’s in the natural caves in the rocks of a canyon.”

Lightning rose a brow but her former commander continued. “You saved my life so I’m doing something in return. I won’t help you any more then that.”

Lightning chuckled. “Thanks.”

Shiv turned away. “Goodbye...Lightning.” The commander flapped her wings and flew off in a random direction.

As Shiv flew out of sight Lightning started back towards Twilight, remembering that she still needed to ask if the princess was coming.

Twilight had told her group of unicorns how to administer the anesthetic spell and everything was going well on that end but something was worrying her. Lightning had revealed herself as a changeling and now the other ponies were sreading the news around that they could have had changelings living with them who had lead the attacking force to their town.

The lavender unicorn was unsure of what would happen now that Lightnings secret was out but she hoped that the outcome would be positive.

As Twilight was thinking about what would happen to Lightning she noticed the voices of the ponies around her silenced. Turning her head she saw Lightning making her way towards the unicorn.

Lightning looked around before addressing Twilight. “So everything go ok?”

Twilight nodded. “Yes. When the spell took effect it counteracted the shock they felt from being cut off I suppose. How does that even work?”

Lightning turned to look at the changelings on the ground as she spoke. “We changelings share a sort of hive mind. When we’re connected we can sense each other and it makes us stronger. At least that’s what Chrysalis says. I think now it’s just something she uses to control us.”

Twilight became confused. “Control? How? Can she influence your thoughts?”

Lightning turned her attention to the unicorn. “No I think it's more subtle then that. It's like we almost need to follow her commands. We have some freedom but not much. Chrysalis also hangs the threat of cutting us off if we're weak. I think the hive is so much a part of us it can kill us when we've been cut off.”

Twilight nodded but still rose a brow at Lightning. “Then what about you?”

The changeling smiled. “I was knocked out by the shield blast for a while. If I were conscious it would have been touch and go. And besides that I didn’t want to die just because I was thrown away. I think that’s why some of the ones I’ve seen cut off before didn’t die right away. They wanted to live.”

Lightnings head lowered. “But once they left the hive they couldn’t live anywhere long because eventually they were revealed to be a changeling and that never goes over well with the people you’ve been stealing emotions from.”

Twilight said nothing. She knew what Lightning meant. When the changelings were found out they were either run off and starved or they were killed. Twilight sighed. There’s got to be a way to co exist with the changelings. The question is how to get others to accept them.

Before the lavender unicorn could ponder this further her changeling friend spoke again. “Anyway did Spike manage to get a message through?”

Twilight nodded. “Yes. I guess the messaging crystal was fixed because Celestia said to expect her here within the next few hours.”

Lightning nodded. “Good. Because Shiv just told me where the hive is.”

Twilights eyes narrowed. “Don’t do anything crazy on your own.”

The changeling smirked. “Hey I said we’d get to the hive your way but when I get in there I’m gonna go ballistic till I find Scootaloo. Ok?”

Twilight sighed. “Fine. Just come back in one piece. I’d hate to lose a friend I’ve only just made.”

Lightnings smirk changed to a smile. “Sure. So you want me to get the others and head over to the library to wait for Princess Celestia?”

Getting a nod from her friend Lightning flew of to find her friends. All the while one thought stayed in her mind. Watch out Chrysalis. I’m coming for a visit.

An hour later all the element bearers plus Lightning were sitting in the library. Just when a few of them were getting to impatient to sit still a golden flash appeared in the center of the room. When it faded the rulers of Equestria were standing in the room.

Luna was the first to speak. “I’m glad to see no harm came to you six. My sister told me that the situation was quite dire but I should have known you would come out the victors.”

Twilight smiled. “Thank you Luna but we wouldn’t have known about any of this without the help of our friend Lightning.” The unicorn lifted a hoof to point at the changeling.

Luna rose a brow as she approached Lightning. “You helped beat back this attack.”

Lightning nodded. “Yeah.”

Luna smiled. “Well for whatever reason you have for doing so I thank you for what you’ve done.”

Lightning wasn’t sure what to say so she only nodded with a small smile.

Celestia stepped forward. “While I am glad no one was hurt I think we should save the pleasantries for later. We have a problem that needs to be addressed.”

Applejack tilted her head. “What problem would that be?”

The alicorn sat at the table with the others. “We need to find the hive and attack it.”

Lightning looked to the princess in confusion. “I thought you were all about peace and just getting the changelings out of here.”

The princess turned her head to Lightning. “Normally I would be but we have reports that the changelings are regrouping at their hive and have taken thousands of ponies hostage.”

The ponies gasped while Lightning thumped a hoof on the table in frustration. “She’s leading us into a fight on her own turf.”

Celestia rose a brow. “Excuse me?”

Lightning sighed. “You ponies are very loyal and Chrysalis is using that against you. She knows you’ll come after the hostages and she's getting ready for you.”

Fluttershy rose a hoof. “Well if we know what’s going on why don’t we just use it to our advantage.”

Celestia shook her head. “I don’t know that we can as long as we don’t know where the hive is.”

Lightning grinned. “I know where it is.”

Twilight nodded. “She does. One of the changelings told her.”

Celestia eyed Lightning. “Very well then. My guards wil keep an eye on the changelings here. Luna please teleport Twilight and her friends to Canterlot to prepare for our offense on the hive. I need to speak to Lightning alone.”

Luna nodded and with a flash of dark blue magic only Celestia and Lightning were left in the library.

Celestia stood and faced the changeling. “I’ll be blunt, I don’t know if I can trust you. Not even with Twilight speaking in your defense. So I only want to ask one thing. Why should I trust you?”

Lightning closed her eyes in thought. After a few moments the changeling spoke. “When I came to Equestria it was to do what I always did. Survive. I would have taken the emotions of ponies until nothing was left. But after I was cut from the hive I met a little filly, Scootaloo. She was alone like I was so I offered to act as her mother.”

Lightnings eyes narrowed as she spoke. “I care about her like I truly am her mother and she was stolen from me. I know she’s at the hive and I’ll do anything to get her back.”

Lightning fluttered her wings to take her to face level with the white alicorn. “Honestly I don’t care if you trust me but you can trust that I’ll do anything to get my daughter back. Satisfied?”

Celestia stared into the ice blue eyes of the changeling. The alicorn saw the determination in Lightnings eyes that assured her that this mother would stop at nothing to get her daughter back.

Celestia smiled. “That’s all I need to hear. So where is the hive?”

Scootaloo groggily opened her eyes. The room she was in was lit by what looked like glowing green crystals. This confused the little filly so she tried to move around to get a better look at her surroundings but found herself stuck in something.

Scootaloo felt the slightly stickiness of whatever covered her and groaned. “Aww man don’t tell me I’m covered in tree sap again.”

The little pegasus looked down at herself and was surprised to find herself covered in a green substance. Scootaloo was as confused as ever until she heard a voice fro across the room.

“Ah so you’re awake.”

Scootaloo whipped her head to the source of the voice and gasped as she saw who it was. Walking towards her was the changeling queen herself.

Chrysalis advanced until she was standing in front of the filly. “Now what should I do with you?”

The filly gulped. “Do with me?”

The queen chuckled. “Yes. Should I drain you of your emotions until thiere’s nothing left? Or maybe I should let you watch as I kill that traitor you call a mother.”

Scootaloos eyes widened. “What? You can’t do that!”

Chrysalis smiled cruelly while leaning forward to whisper in the fillies ear. “Watch me.”

The queen turned still wearing her cruel expression and left Scootaloo hanging on the wall. Alone and afraid of what could happen to her mother the filly could only pray she and Lightning would get out of this alive.

All Scootaloo could do was wait and hope Lightning got here quick.

Lightning was sitting on a train headed for Appaloosa. Celestia had been told about everything they’d done and learned while fighting the changelings. The unicorn forces were told by Twilight how to short out the changelings but none of the unicorn guards were as adept at magic so the results would be mixed.

Pinkie had proposed making more high powered party cannons but there wasn’t time to make more or transport the ones she’d used in Ponyvile.

Lightning sighed and shook her head. We're walking right into Chrysalis' hooves.

The seat beside lightning shifted. “Bit for your thoughts?”

Lightning turned her head and saw Rainbow dash sitting across from her. “I’m wondering how we’re gonna get in the hive. I’m guessing these unicorn guards can’t compare to Twilight and the pegasi can’t match you in speed right?”

The cyan mare chuckled. “Sorry but no.”

Lightning shook her head. “Then I need to ask you for a favor Rainbow.”

Rainbow leant forward. “Oh? What’s up?”

The changeling lowered her voice. “I need to get in the hive as soon as possible so I need you to throw me again and this time go as fast as you can before letting me go.”

The prismatic mares eyes widened. “Are you crazy? That could kill you!”

Lightning held up a hoof. “I know but I need to get to Scootaloo. Please Dash, help me.”

Rainbow sighed. “Fine. I understand what you gotta do. But if you die in there I swear I’ll never forgive you.”

Lightning smiled. “Noted. Thanks.”

The pegasus slouched in her seat. “Don’t thank me yet. We’ve still got to get to the hive.”

The two sat in silence as the train rolled on towards the west.

Chrysalis sat on her throne, a smile on her face. The ponies that had been captured were in a cocoon chamber and her swarm was gathering outside the hive as well as guarding key locations inside.

Her throne room was relatively unguarded but that was because she wanted to personally deal with any that made it this far into her hive.

The queen turned to the little filly that hung on a wall not to far away. “So are you looking forward to seeing your mother again?”

Scootaloo glared at the changeling matriarch. The little filly was afraid but she didn’t want to show it.

Chrysalis only laughed at her. “Oh don’t look so angry. The fun’s about to start.”

The Equestrian forces were gathered a few miles from the mouth of the canyon leading to the hive. The princesses stood on a land rise overlooking their forces. The main six and Lightning were waiting for instructions.

Celestia turned to the seven behind her. “Luna and i will be directing the forces while offering ranged magical support. I want the seven of you to get inside and find the hostages.”

Twilight stepped forward. “Princess it might take a while for us to fight our way to the hive.”

Luna responded to the unicorns concern. “Just go as fast as you can.”

Lightning was glad she was going to have others inside with her but she couldn’t waste time fighting her way in. “Sorry everyone but I need to get in there now. Rainbow.”

The others turned just in time to see the cyan pegasus lift the changeling and start gaining altitude.

As the pair rose Rainbow spoke. “I still don’t know about this.”

Lightning chuckled. “Just shut up and throw me.”

The pegasus smirked. “If you insist.”

Rainbow tightened her grip on Lightning before she rocketed forward. The pegasus flapped hard, trying to gain the speed she needed in the short distance she needed to cover. She felt the cone forming and tightening around her. Rainbow went faster and as she upped the speed the cone burst.

A prismatic explosion blasted through the air and the world became a blur as the pegasus sped forward. Rainbow Dash saw the rock formations that made up the top of the hive getting closer with each second that passed. As she came within a few meters of the rock face the pegasus threw her passenger at it before veering to the side to circle back and help her friends.

Lightning felt herself be thrown and conjured her protective green flame around her body.

Inside the hive a pair of changelings were walking down a corridor when the wall in front of them exploded and filled the space with dust. The changelings coughed as they tried to see what had caused the destruction. Without warning a figure leapt from the dust cloud and the two changelings suddenly found themselves being pummeled by clawed fists. Falling to the ground unconscious before the figure sped down the corridor in search of her target.

The inside of the hive was chaos as Lightning tore through rocky hallways and chambers looking for Scootaloo. She’d passed a few of the cocoon storage chambers and that just spurred the mother to go faster.

It seemed that finally being in the hive stirred up the rage Lightning felt when she’d opened the door to Scootaloos room and found it broken into. Passing the cocoons filled with captured ponies just added to her rage.

Lightning charged into a new chamber and grabbed the first changeling she saw. “A little pegasus filly. Orange coat, purple mane. Where is she.”

The changeling was a scout and weighed his options. “Will you let me go if I tell you?”

Lightning nodded and the scout began rattling of his answer. ‘She’s in the throne room. Go down the left corridor take the second right through an egg chamber down the stairs and it’s the third room on your left.”

Lightning smiled like a madmare. “Thanks.” She sat the scout down and dusted him off before racing down the left corridor. As the scout stared after the crazed changeling he had only one thought on his mind. I pity whoever gets in her way.

Chrysalis was on her throne, thinking about sending a drone out to find and lead Lightning to her when the guards outside the throne room came flying through the door and landed in front of her throne.

Lightning walked into the the room brandishing her claws. "Hello Chrysalis."

The queen smiled. "Hello Lyse. Oh forgive me it's Lightning now isn't it? I'm actually impressed you made it this far on your own."

Lighting slowly moved toward the wall where she could see Scootaloo. "I had to get my daughter."

Chrysalis rose from her throne and moved toward the suspended filly. Lightning was about to rush Chrysalis for fear she would hurt Scootalloo but was surprised when the queen tore the filly from her bindings and sat her on the floor. Scootaloo wasted no time in running to her mother.

Lightning blinked. "Why're you just letting her go?"

The changeling matriarch turned to Lightning with a smile. "She was never my target and believe it or not I do have maternal instincts."

Lightning scoffed. "In a very fast and loose meaning of maternal."

Chrysalis's smile dropped a little. "Have you lost all love for your dear mother? I'm hurt Lightning."

The changeling shrugged. "You tried to have me killed so excuse me if I don't believe you. I'm here for my daughter and to stop you so I'll only ask once. Will you surrender?"

Chrysalis sighed. "No. I want Equestria and I'll take it by any means necessary."

Lightning turned to her daughter. "Scoots stay out of the way while I deal with her ok?"

The filly nodded and Lightning focused her attention on the queen. "So what now?"

Chrysalis moved closer to the changeling. "You fight me. That's the only way this ends. Even if you are one of my children, one of my hive, I won't tolerate a lowly drone like you daring to challenge me."

Lightning shook her head. "I don't get it. We've always gone to a new area and drained it to near empty of emotions before leaving. Why do you want Equestria so much?"

Chrysalis leapt forward while changing her forelegs to claws. Lightning caught the claws in her own as the queen spoke. "I hate to lose. Or maybe I just relish a challenge. It doesn't matter though because you've got two choices right now. Either fight me or lay down and I'll make this quick."

Lightning was anxious. She needed to stop the queen but Chrysalis was the hives mother, the very core of the changelings strength. Meanwhile Chrysalis had eased of to attack again. Lightning kept blocking until the queen grabbed her by the throat. The changeling struggled to breath before she was thrown and impacted a wall.

Chrysalis stalked forward. "I thought you were going to stop me. Take this seriously or you'll die."

Lightning rose from where she'd fallen. "Fine."

The fight began again and the blows flew between the two. Even if she was fighting in earnest Lightning still had one foreboding thought at the forefront of her mind. Do I really stand a chance against her?

Rainbow had circled back to her friends and landed. Before she could speak the pegasus was tackled by Applejack. “Are you outta yer gourd ya crazy speed demon? You just rainboomed Lightning into a rock!”

Rainbow Dash pushed the farmer off her and looked to the others. “Look girls I promised Lightning I’d get her into that hive. This was her idea so we can either sit here and talk about what’s already done or we can get down to business and get in that hive to help our friend. Plus we gotta save all those hostages.”

Heads were shaken and Pinkie spoke up. “She’s right! We need to get in there so lets go!”

With a laugh Pinkie charged down the rise they were on and made a B line for the hive. The others followed shortly after.

As the princesses were left to command their forces Celestia shook her head. “It’s never dull with that group. Luna are you ready?”

The blue alicorn nodded. “Always.”

Celestia smiled. “Then lets get to it.”

Not the End

Twilight and her friends were making a mad dash for the hive as the changeling and pony forces began fighting. The princesses were giving commands as well as firing magical bolts into the changeling forces.

As the group of six galloped toward their target Twilight moved to the head of the charge and gave instructions. “Ok get in a loose formation. I want to see some space between us so we don’t draw any attention. One pony isn’t a threat, six ponies is a juicy opportunity.”

With confirming nods from her friends Twilight focused on the hive as well as the massive force between her and it.

All around were the sounds of fighting. The pegasus forces clashed midair with the airborne drones. Hooves impacted violently on the changelings and were met with equal force as bladed forelegs sliced or dented armor.

On the ground the unicorn forces fired volleys of magical beams at the changeling forces. It was doing the job but faced with the legion that was the changeling defensive force it wasn’t going to make the fight easy.

Twilight and Rarity were making their was to the hive by constantly blasting at the changelings that tried to block them. Focusing only on moving forward they pair made good headway as they continued to virtually carve a line to the hive.

Applejack and Pinkie were off to the sides of Twilight and Rarity. The earth ponies were keeping any ground changelings from flanking the unicorns as the group continued to the hive.

Meanwhile Fluttershy and Rainbow were above their friends and kept the arial changelings from doing any damage.

The six worked as a unit and were able to make it to the hive without any major trouble.

Once inside Twilight began assigning tasks to her friends. “Pinkie you’re with me. We’re going to see if we can find where the captured ponies are being held.”

Pinkie saluted. “Roger wilco.”

“Applejack and Fluttershy, you’ll cause some trouble and be a distraction so the rest of us can move a bit easier in here.”

Applejack and Fluttershy nodded before heading down a corridor to start stirring up whatever guards were in the hive.

“Rainbow and Rarity will look for Lightning and give her whatever help you can.”

Rainbow Dash nodded and Rarity sighed. “I’m more of a lover then a fighter but if I must, I must.”

The unicorn and pegasus left while Twilight turned to Pinkie. “Let’s hurry. We don’t know how long some of the hostages have been fed on.”

With that the earth pony and unicorn turned to a hallway and began their search.

Lightning rose a bladed foreleg to deflect a strike aimed at her throat. She was fighting with everything she had as Chrysalis came at her but it wasn’t easy going.

The queen was no slouch when is came to single combat and Lightning would bet that Chrysalis could go blow for blow with even the best fighters in the hive.

Both combatants had traded several heavy hits already and were sporting cuts as well as some good sized bruises. The only difference was that no matter how Lightning tried she couldn’t get the upper hoof on the queen. To Lightning it almost seemed the Chrysalis wasn’t even winded despite the furious pace of the fight.

Lightning swung her left blade at Chrysalis while aiming for a low stab with her right. Chrysalis deflected both attacks then began thrusting her blades in rapid succession towards Lightnings torso.

Lightning moved back and quickly moved left to flank the queen. She jumped and lashed out with a kick aimed at Chrysalis’s head but the queen ducked and swung upwards at Lightning.

Lightning used her wings to move back but was lightly cut while retreating. Changing her blades to thick clubs Lightning flew forward and rammed Chrysalis in the chest. When the queen staggered Lightning went for an uppercut but Chrysalis feinted to the right and slashed at Lightnings exposed side.

Lightning couldn’t dodge such a close attack so she used her green flame to toughen her body. The flame was mainly used to protect changelings when they dove at the ground and Lightning hoped it would make her hide tough enough to take a blade hit.

As the blade raked across Lightnings side she felt the pain of it cutting into her and grit her teeth. She quickly put some distance between herself and Chrysalis to check the wound.

Lightning was relieved when she saw that the cut wasn’t too deep to keep her from fighting but it would be a problem if the fight went on for long. With more of a reason to win and get out of the hive Lightning leapt back into action.

The two traded blows until Lightning swung both bladed forelegs at Chrysalis. The queen caught Lightnings blades on her own and pushed forward. The motion caused lightning to stumble backward. Chrysalis kicked at Lightnings injured side and the force of the strike mixed with the pain of her side caused Lightning to fall to the ground.

Chrysalis shot forward and thrust her blade at Lightning. Lightning couldn’t dodge and the flame trick wouldn’t work with how close Chrysalis was. Lightning knew she was finished.

Just as Chrysalis was about to burry her blade in Lightnings throat she suddenly halted her attack and jumped to the side. Lightning was confused until she saw another blade slash the air where Chrysalis had been a second ago.

Turning to her rescuer Lightning’s eyes widened in surprise. “Shiv?”

Lightning couldn’t understand why her old commander was in the hive. She’d assumed the she’d never see Shiv again but there she was. Saving her.

“Shiv why’d you...”

Shiv shook her head and lifted Lighting to her feet before motioning to Chrysalis. “Later. We need to take care of her first.”

Lightning nodded and turned her attention the the queen.

Chrysalis scowled at the two in front of her and muttered angrily. “Another traitor. I’ll crush you as well then.”

Chrysalis charged and the fighting picked up again but this time Lightning had help.

Twilight and Pinkie ran down halls and stairs and after coming to a few dead ends they’d finally found the massive cocoon storage chamber.

Twilight was amazed at the sheer number of ponies that had been captured. Wanting to get one of her biggest worries out of the way the unicorn scanned the cocoons with her magic to see how the ponies inside were fairing.

When her magic went over the last cocoon Twilight sighed in relief. The captured ponies appeared fatigued but weren’t in any real danger.

“Good it seems like the changelings haven’t been feeding on them. They should be alright when we get them out of here. Pinkie guard the door.”

Pinkie nodded and went to stand by the chambers entrance. Meanwhile Twilights horn began to glow as she readied a telepathy spell and searched for her friends throughout the hive.

Once connected to her friends Twilight spoke fast. “Girls I think somethings happening in the hive. Pinkie and I found the hostages so we need to teleport out of here.”

Rainbow dash spoke up, her voice filled with confusion. “Twilight? Why're you in my head?"

Twilight responded quickly. "Telepathy spell."

Rainbow was still a bit confused but had other things on her mind so she decided to roll with Twilights voice in her head.

"Anyway we still haven’t found Lightning and there’s a problem up here.”

Rarity chimed in after the pegasus. “It looks like part of the hive caved in. We can’t go any further.”

Twilight shook her head as she felt another tremor go through the hive. This one more powerful then the last. “We don’t have time to look for her now. This place feels like it’s going to cave in. Lightning can take care of herself.”

Fluttershy broke into the mental conversation. “But what about Scootaloo?”

Twilight heaved a heavy sigh. She was worried about Lightning and Scootaloo as well but the cocooned ponies were a bigger problem. “Like I said Lightning can take care of it. We need to trust her.”

Twilight sensed that her friends were uneasy about this decision but they knew that the helpless hostages were the main goal here.

Charging her horn Twilight expanded her mental reach till she locked on to Celestias consciousness. “Princess We’ve found the hostages and need a mass teleportation out of here.”

Twilight felt her mentors magical energy flowing through the telepathic link and in a flash Twilight was outside the hive staring at her friends and the cocoons that held the captive ponies.

“Well done Twilight.”

Twilight turned her head and saw that Celestia was standing with a pleased if worried look on her face.

“Thank you princess but what’s wrong?”

Celextia sighed and pointed a hoof towards the hive.

Twilight turned to look at the changeling home and her eyes widened. The entire changeling force had stopped moving and were being rounded up by the unicorn guard troops.

Twilight turned to Celestia. “What happened? Did Chrysalis surrender?”

Celestia shook her head but before she could respond Luna landed beside her. “Sister the last of the changelings have been secured, what now?”

Celestia turned to Luna. “Wait for now. We need to see if Chrysalis will make an appearance.”

With a nod Luna flew off to instruct the guards while Celestia turned her attention back to Twilight. “I don’t know why but the entire changeling swarm just stopped fighting. They seem to be suffering from the effects you told me about when a changeling is cut from the hive mind but so far none are exhibiting any pain. They appear to be confused and not sure what to do.”

Applejack brightened up at this. “That means we won right?”

Celestia sighed wearily. “I’m not sure. As I said Chrysalis is nowhere to be found.”

The group was silent for a moment before Pinkie piped up. “Hey where’s Lightning? If the fighting stopped shouldn’t she be out here?”

Celestia turned her attention back to the group. “I’ve not seen Lightning since she went into the hive. I don’t know where she is.”

Rainbow shot into the air. “Then she could still be in there! she might need our help!”

Twilight caught the pegasus in her magical grip before Rainbow could fly back to the hive. “Rainbow the hive is unstable. I don’t know what’s going on but...”

The unicorn went silent as another tremor rocked the ground and part of the hive crumbled to the ground.

Celestia noticed that this only strengthened the determination in Dashs eyes to go find her friend but stopped her. “Twilight is right Rainbow Dash. It’s too dangerous.”

Rainbow grunted in frustration. “Then what are we supposed to do?”

The princess turned her gaze back to the hive as a little more of it broke away. “Wait, and hope that Lightning makes it out. That’s all we can do.”

With heavy hearts and troubled minds the group waited and prayed that their friend was alright.

After Shiv had arrived the fight got a bit harder for Chrysalis but the queen still seemed to have the upper hoof.

While dodging a heavy hammer swing Shiv came up beside Lightning and spoke quickly.

“It doesn’t look like me being here is enough. I think I should take lead and you follow up my attack.”

Lightning nodded. “Just like old times then. Lead on commander.”

Shiv didn’t waste any time once Lightning agreed to her plan. She leapt up and aimed a kick at the queens head. At the same time Lightning struck low and fast, trying to take out Chrysalis’ legs.

Chrysalis wasn’t fast enough to dodge both attacks and when Lightning put the queen off balance the fight shifted.

The pair of changelings worked in sync with each other to strike quick and fast once they got an opening. And at last it looked like Chrysalis was taking some real damage.

On the sidelines Scootaloo watched the fighting. Hopeful that Lightning and Shiv would win and they could all leave in one piece.

Lightning moved herself under Chrysalis and drove a clawed fist into the queens gut hard enough to knock the air from her. Not missing a beat Shiv aimed a blade strike that would finish the fight when suddenly Chrysalis spun around and under the strike.

Taking her only chance the queen lashed out and seized both changelings by the throat in clawed hands.

Chrysalis chuckled darkly. “Very admirable but this is over.”

The captured pair struggled for breath as the queens grip tightened.

Lightnings vision blurred. No. It can’t end this way.

Lightning worked her mind into overtime and did the only thing she could think of. Forming a blade she stabbed Chrysalis’ arm.

The hit was weak but it shocked the queen enough for her grip to loosen. Lightning wrenched herself free and swung her blade at the queen.

Chrysalis tried to dodge but Shve had gotten free and held onto the queens arm, locking Chrysalis in place. With no way to avoid it Lightnings attack hit home. Cleaving off Chrysalis’ horn.

As the queens horn fell to the ground Chrysalis screamed in pain. The magic inside her surged through the absent focus point and rebounded throughout the room.

The magic impacted the hive and caused tremors to shake the structure. When it ended Lightning turned to the queen who was laying prone on the floor.

“We win.”

With that statement Lightning turned to where Scootaloo had placed herself, away from the action, and lifted the filly onto her back. “Ok kiddo time to go. Shiv you coming?”

Shiv opened her mouth to answer but was cut off as a violent tremor nearly knocked her off her feet.

When the shaking subdued Shiv spoke anxiously. “I think that magical discharge was to much for the hive, we need to get out quick!”

With a nod Lightning began flying down the collapsing corridors of the hive. Shiv sticking right on her tail.

Lightning flew as fast as she could while avoiding heavy rocks the seemed to be coming down like rain. But try as she might it looked like every exit was blocked.

Lightning continued flying while shouting a question to Shiv. “Does the hive have a central air shaft?”

Shiv rose a brow. “Yeah but it’s segmented to let air in but keep out everything else. We can’t go through it.”

Lightning smiled. “Not with that attitude. Here take Scootaloo.”

Shiv pulled up beside Lightning and the filly jumped onto her back. When Scootaloo was safely on Shivs back Lightning sped up and changed directions. Heading for what she hoped was the way leading to the central shaft.

When the three reached the central shaft Lightning took point and began flying as hard as she could upwards. It was tough going but even with all the falling debris the light from the openings of the shaft came into view.

Shiv kept following and as they got closer to the small openings she realized what Lightnings plan was.

“Are you insane! You can’t crash through the celling!”

Lightning laughed and enveloped herself in green fire.

Fluttershy was helping tend to some of the injuries suffered on both sides of the fighting when the largest tremor she’d felt so far came from the hive.

The pegasus turned to the hive to watch it fully collapse but at the same time a green light sparked from the top of the crumbling fortress.

Fluttershy had an idea of what that flame was and quickly took flight, heading straight for the fading green flare.

The other elements of harmony noticed Fluttershys speedy take off and turned their attention to where the pegasus was headed.

Rainbow dash caught a glimpse of a faint green light in the air above the demolished hive and rushed after Fluttershy.

When Rainbow caught up with Fluttershy she asked what they both were thinking.

“You think that could be lightning?”

Fluttershy glanced at Dash before focusing again on where the green light had come from. “I hope so.”

When the pegasus pair got close enough they noticed another changeling holding up a barely conscious Lightning.

Rainbow flew over and took Lightning in her forelegs. “Thanks for... Wait a second. Shiv?”

Shiv smiled. “Glad you remembered.”

Rainbows jaw dropped while Fluttershy flew up beside her. “You helped Lightning?”

Before Shiv could say anything Scootaloo spoke up from where she held on to Shivs back. “Yeah and they were awesome when they fought off Chrysalis!”

Lightning chuckled tiredly. “I guess that was pretty cool but hows about we get on the ground? I could really use a breather after crashing through rock twice in one day.”

The group laughed a bit before descending toward the ground where the others waited.

Hours later after everyone had been bandaged up and given a chance to rest Celestia questioned Lightning on one last important matter.

“Lightning what do you think should be done with the other changelings?”

Lightning rose a brow. “Why do I decide what happens?”

Celestia placed a hoof on the changelings shoulder. “Well from what I gather, after you broke Chrysalis’ horn it freed the changelings of her hive mind control. They could do whatever they want but since you were a free changeling before all this and were the one to give them their freedom you should decide.”

Lightning thought for a few moments before getting up. "I know what to tell them."

Celestia nodded. "They're gathered at the back of the camp."

Lightning turned to Shiv. "Keep an eye on Scootaloo ok."

Receiving a nod from Shiv Lightning slowly followed Celestia to where her kin were milling about.

Once the pair reached the changelings Celestia spoke to the swarm. "Changelings, the one who defeated your Queen stands before you. I have left it to her to decide your fate. Please listen to what she has to say."

Celestia moved aside and Lightning Stepped forward. There was murmuring throughout the changeling ranks but they seemed mostly focused on Lightning. Waiting for her to speak.

Lightning took a deep breath to calm her nerves before she began. "Changelings. Chrysalis has been dethroned by me and my allies. This should mark me as a traitor but what reason was I given, were any of us given to be loyal to our Queen? A Queen who so easily would throw us away if she thought us weak."

The swarm grew quiet as Lightning continued. She had captured their full attention with that last remark.

"I won't claim to know how we are supposed to live but having been cut from the hive I believe I know a better way for all of us. We don't need to be parasites. We don't need to hurt others just so we can live."

Lightning stepped closer to the mass of her kin. "I've found friends and even a family with these ponies. If I can do this so can you. We can all live with them and take what is given instead of stealing what others posses."

From the group one male drone came forward. "How can this work? I don't understand."

Other statements of the same opinion were thrown at Lightning asking how could any of what she said could work.

Lightning waited for the group to quiet before continuing. "I can't tell you how to make it work. I can only tell you that if you truly want to you can make your own happiness. You can live for yourself and not hurt anyone but you need to find out how on your own."

The group remained quiet, thinking over the proposition. Lightning knew that it would be hard but was confident her kin would see she was right.

Lightning turned to Celestia. "Give them some time. They'll come around." Lightning yawned and smiled. "Now if you'll excuse me I've had a really long day.

Celestia nodded with a smile of her own. "Of course. Go get some rest, you've certainly earned it."

With that Lightning trotted back to her tent where she saw Scootaloo and Shiv asleep. She chuckled lightly as she moved to lay beside the two. Once Lightning settled in it took only a minute or two before she succumbed to sleep.

Lightning woke with a start as she heard a noise. She looked around and saw the silhouette of someone outside the tent. She looked to her side and noticed Shiv was gone.

Lightning yawned and got up carefully so she didn’t wake Scootaloo and went after Shiv.

Exiting the tent Lightning saw that night had fallen. Luckily the moon was waxing and gave off enough light to see Shiv seated on the ground a few feet from the tent. Lightning walked up behind Shiv who was staring up at the moon.

Shiv stayed silent even as Lightning sat beside her. The silence went on until Lightning decided to be the first to talk. “So, What’ll you do now.”

Shiv kept her eyes on the moon and sighed. “I don’t know. Until recently I’ve only lived for the hive.”

Lightning shook her head. “But now you can do anything you want. Isn’t there anything else on your mind?”

Shiv glanced at Lightning before focusing on the moon again. “There is but it doesn’t make sense.”

Lightning tilted her head. “What d’you mean?”

Shiv turned her head to look Lightning in the eye. “It’s you.”

Lightnings brows shot up in surprise. “Me?”

Shiv nodded. “Yeah. I don’t know why but ever since you helped me get through being cut from the hive I’ve thought of you a lot.”

Shiv turned her head and stared down at her holed hooves. “I even came all the way here to help you and I just... don’t know why.”

Lightning watched as Shiv tried to work out what was going on in her head. Lightning thought she knew what it was but needed to get more out of Shiv before she was sure.

“Shiv, why’d you offer me that way out of being killed when you attacked Ponyville.”

Shiv gave Lightning an odd look. “Well I... wanted you I suppose.”

Lightning nodded. “Ok. Is that the reason why you helped me then?”

Shiv shook her head. “No, well yes and no. It’s almost the same but when I came to help you it felt...different.”

Lightning smiled. “Like you didn’t want me to get hurt. You wanted to protect me.”

Shiv nodded. “Yes. LIke that. What’s that mean?”

Lightnings smile widened and she leaned toward Shiv.

Shiv was about to question what Lightning was doing but was stunned when Lightning pressed her lips to Shivs in a firm but chaste kiss.

Shiv went stiff at first but soon relaxed into the kiss as the faint traces of affection were fed to her by Lightning. Shiv felt the fluttering emotions that were directed at her and was amazed to find that it was nearly the same as when she’d fed on the same emotions before. But these positive, wonderful feelings were meant for her and not stolen from someone else.

Lightning eased back and looked into Shivs eyes. “What it means is you feel something for me.”

Shiv stammered for a moment before asking the biggest question on her mind. “So does that kiss mean.... you feel something for me?”

Lightning sighed. “I feel something but it’s not strong yet.”

Shivs ears lowered. “Oh.”

Lightning scooted closer and gently nuzzled Shivs cheek. “But the feeling is there and if you want we can see if it’ll grow stronger.”

Shiv smiled. “I think I’d like that.”

Before anything else could be said a yawn came from behind the pair. They turned to find a sleepy Scootaloo walking toward them. When the filly reached the pair she sat right in the middle of Lightning and Shiv.

“Why’re you guys out here?”

Lightning chuckled. “Oh just talking about something. Speaking of that, Scoots would you like to have another parent?”

Scootaloo tilted her head. “Who?”

Lightning nodded toward Shiv. “Her.”

Scootaloo turned her head to face Shiv. “You want to be part of the family?”

Shiv shifted nervously. “Well I don’t exactly know about family but I feel something for Lightning and if you don’t have a problem with it I’d like to be with her.”

Scootaloo sat still for a while before she spoke. “You know, when Lightning offered to be my mom I jumped at the chance for a family. I’d always wanted to be part of a family and my friends were ok but it wasn’t the same.”

The filly turned her head to look at Lightning. “I call you mom all the time and even if we’re not really a family yet I do that because I want it to be true.”

Lightnings eyes widened in surprise as Scootaloo continued. Turning back to face Shiv while pointing at Lightning. “If she’s ok with you I’ll be ok with it but will you be ok with having me too? We're kinda a package deal.”

Shiv looked from the filly to Lightning and back to the filly. “I’m not really sure of what to do but if you’ll both give me a chance I’m willing to learn how to be in a real family.”

Scootaloo smiled. “Then we’ve got a deal.”

Ligtning chuckled. “Well now that that’s settled let’s get back to sleep.”

With nods the other two followed Lightning back to the tent. When the morning came everyone boarded a train at Appaloosa and headed home.

As Lightning sat in her seat and watched Scootaloo interact with Shiv she smiled.

Time for the three of us to start living. As a family.

Not the end.

The Meeting

It was a balmy spring day in Ponyville. The pegasi had left a few clouds lazily floating in the gentle breeze that blew in and around the peaceful little town. It was altogether, a calm and regular day. Somewhat of an oddity, given the excitement and seemingly random shenanigans that occurred almost daily in Equestria, so everyone was relishing the relaxing atmosphere. Everyone that is, except for one lone pegasus filly sitting in a small clearing on the property of Sweet Apple Acres. Normally this little pegasus would be with her two best friends, trying to earn their cutie marks, but sadly for Scootaloo, the others were occupied.

Apple Bloom had gone with her family to a reunion of the Apple clan being held in Neighsconson. Sweetie Belle was learning how to better control her magic from Rarity. That left Scootaloo alone with her thoughts. She lay on her back staring up at the sky as the clouds rolled by.

“Looks like another day alone, but what else is new?” Scootaloo sighed and closed her eyes thinking of the one thing she didn’t have besides a cutie mark. Family. “Apple Bloom's got that big family of hers. Sweetie Belle's got her sister and her parents. What do I got? A whole lotta nothin’!” The filly huffed and clenched her eyes shut in frustration.

Why did her parents leave her, she wondered. Did they not want her? Were they just cold and uncaring? Or did they just not have any way to provide for her? Scootaloo wished she could at least have an answer, some reason she could put as to why she was alone. But she had nothing. So she just lay there and before too long she fell asleep in the midday sun. Dreaming of a day she could have a family to love her.

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Not so far away, in a thicker part of the orchard, another lone soul was just waking from unconsciousness. This creature wasn’t a pony, but was similar in design.

It stood up on its legs and gave it’s tattered wings a flutter to test them. Finding nothing wrong with this part of its body, it moved on the the rest of itself. Its solid ice blue eyes scanned over it’s midnight black fur that gave way to the tough ebony hide that made up most of its upper insect-like body. Its back resembling the shiny shell of a beetle. This creature was none other than a changeling.

Only yesterday it had been in the capital city of Canterlot for an invasion, but then a blinding force of magical will and love had thrown this one to this secluded area in the orchard where it had stayed and recovered what little energy it could from feeding off of residual love from the town only a few miles away.

This particular changeling was one of the siege drones. The main attackers when invading a new area and thankfully because of that was gifted with a tougher body.

“I’m lucky I wasn’t born a simple worker or I could be a lot worse off,” the changeling muttered to herself. She tried to sense any others of her swarm, but when she tried to tap into the hive mind her kind shared, the only voice she heard was her own. She sighed and shook her head as she realized what had happened.

She’d been cut off, abandoned, and left for dead by the others. “I may be on my own, but I’ll be a parasprite before I just roll over and die,” she said, determination deep in her layered voice, she began walking in the direction of the source of the love she could feel in the distance. Little did she know, that this path would also lead to another that was alone. A little orange coated filly, still asleep and unaware of what was coming her way.

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As the changeling walked, she could feel another emotion coming from just ahead of her. All changelings could feel the emotions of others. This let them feed off of the positive emotions of their prey and avoid other creatures if they were hostile. The emotion she felt now could best be described as longing.

She’d felt this emotion before, but it had always been from one longing for a love they couldn’t have, so she’d assume the form of what had been wanted and feed off of that love. But this was.... different. It feels like a longing for another type of love. But what? the changeling thought as she went to investigate this familiar yet strange emotion.

Scootaloo groaned as she came out of her impromptu nap and stretched. After fully waking she sighed “Another dream huh? I wish it could be real.”

“Wish what could be real?”

Scootaloo jumped as she heard the oddly layered and feminine voice behind her. The little pegasus spun around and found the source of the question. Her amethyst eyes widened at what she saw. One of the changelings that had been at the wedding. Scootaloo remembered how she and her fellow crusaders had been chased by the insect like shape shifters. She also remembered how scared she’d been at seeing other ponies being put into those strange cocoons. All this added up in her mind and led to her cowering. Fearing she would be captured and used as food, she clenched her eyes in fear in front of the changeling.

The changeling rose a brow at the cowering filly before her taking a few steps closer.

“What do you wish was real little one?” she tried again in a softer voice. She could feel the fear coming from the little orange pegasus, but even under that, the longing she felt before remained. She still couldn’t place the emotion and was compelled to know what this filly wanted. She didn’t know why she had to know. She just did. And she was determined to find out. “I won’t hurt you. Just tell me what you were talking about.”

Scootaloo stopped cowering and looked into the face of her, as she saw it, captor. “Y-you won't?”

The changeling shook her head and tried to smile disarmingly at the filly. Her fangs glinting slightly “No, I only want to know what you were talking about before. What was it?”

Scootaloo stood and kept staring at the changeling in front of her. It, she, was smiling and even with the fangs, she looked like she meant what she said. Well s’not like she’s gonna tell anyone else about it. Scootaloo exhaled and looked at the ground as she began talking.

“I-I don’t have a family. I don’t even know who or where they are. I was in an or-orphanage, and no one tol-told me anything. I’m alone and I...I...” Scootaloo didn’t cry often but telling this to someone, anyone, seemed to open her flood gates. She tried to hold her tears back but it was a losing battle.

The changeling didn’t know what was going on. This little filly had just said she had no family and started crying. She’d never been in this position, but seeing this lonely, crying pegasus made her do something she’d never done. She moved forward, quickly covering the few feet left between her and the filly, and gathered her in her holed forelegs.

Scootaloo felt the changeling hug her and she desperately clung to the shapeshifter. She didn’t care that she was hugging a changling. Scootaloo was just thankful that she wasn’t alone. That someone was comforting her.

As the amethyst eyed filly clung to her and cried into the changelings chest, the shapeshifter felt the gratitude from the pegasus, and as odd as it seemed, to the changeling especially, it strengthened her. It was like when she fed on others, but instead of stealing the emotional power for herself, it was being given, and felt better than all the times she’d simply sapped the emotions from others.

At that moment the changeling had an idea. She needed to feed to live, and this little filly wished for someone to be a family with. She looked down at the filly, who’s crying had subdued to light sniffling, and spoke. “What’s your name?"

Scootaloo sniffed and looked up into the ice blue eyes of the changeling, “S-scootaloo.”

The changeling smiled “Well Scootaloo, I think I can help you with your problem if you want.”

Scootaloo wiped a foreleg across her eyes to clear the last of the tears and tilted her head,“You....can? How?”

The changeling sat Scootaloo down in front of her and began to explain, “You know I need to feed on emotions to live right?” The filly nodded. “And you know I can make myself look like anyone?” Another nod. “Well, if you promise to let me receive your emotions and not tell anyone about me, I’ll be your family.”

Scootaloo's eyes widened at that. A family? I can have a family? Even if it’s only me and her but... Scootaloo eyed the changeling, “You said I gotta let you have my emotions? How does that work?”

The changeling chuckled lightly, “Well you’ve already done it once. When I hugged you.”

Scootaloo rose a brow at that, “But I still don’t understand.”

Another light laugh, “Scootaloo,when I hugged you, you were happy. Happy to have someone here with you right?”

Scootaloo nodded “Yeah, so?”

“Well, that emotion was directed at me so I was able to feed on it without having to hurt anyone. See?”

Scootaloo closed her eyes in thought before speaking again “So.... I give you emotions and you’ll be like... my mom?”

The changeling nodded, “If that’s what you want, I will. Do we have a deal?”

Scootaloo smiled. She could get a mom and all she had to do was be happy about it? Sounded like a win win to the little orange pegasus. “Deal! But what’s your name and what’ll you look like when you change?”

Now that the deal was set, the changeling stood, and in a flash of electric green magic, she changed. Her coat went from ebony to a deep rose color. The fin like mane and short tail transformed into a flowing but windswept matching set, both a similar color as Scootaloo's. The wings that were insect-like became strong pegasus wings and on her flanks appeared a cutie mark that was a ring of storm clouds with a lightning bolt striking through it. The only thing that remained the same was her eye color. Now more pony-like instead of solid ice blue.

“Does this work, Scootaloo?”

The filly was amazed at what she saw. She knew that changelings could do this, but to see it was different. “Wow! That was cool! But what about a name?”

The changeling nodded, “Just tell everyone my name’s Lightning."

Scootaloo nodded and then looked at the ground sheepishly “And I..I can call you mom?”

The newly dubbed Lightning smiled and held open her forelegs “Of course, Scootaloo.”

The amethyst eyed filly smiled again and jumped into the welcoming embrace of her new mother. Things are finally looking up for me. Then she had a thought and looked up at Lighting “Um, not to be a downer mom, but.... where’re we gonna live?”

Lightning looked down at her, at the filly who was now her daughter. “Huh?”

Scootaloo laughed nervously and scratched the back of her neck “Well I’m kinda homeless. I mean we can't exactly live at an orphanage.” She smiled and Lightning could swear she saw a halo appear over the orange coated fillies head. She sighed and shook her head. It looked like she’d solved one problem only to run into another.

Lighting chuckled, Oh boy have I got work to do.

Author's Note

Just a little AN here. I’ve never written a fic before so all feedback is welcome. Enjoy the show. For reference Bold text is thoughts of a character.

Two for One

The six friends stood in Twilight’s library. Each with similar thoughts running through their heads. The changelings are back?

The first to speak up was Rainbow Dash. “Wait a minute Twi. I thought your brother’s spell blew all those changeling guys to Timbuktu.”

There were mutterings of agreement from the other four ponies that had just learned the changelings could be back. Twilight cleared her throat before responding.

“Yes Shining Armor and Cadence did drive the changelings out, but it seems they’ve regrouped.”

This time Applejack stepped forward. “Well then, what’s the Princess want us to do about it?”

Rarity nodded “Applejack’s right, darling. If those ghastly brutes are back, how could we hope to find, let alone stop them?”

Twilight smiled “I’m glad you asked because I’ve already got an idea.” With a spark of her signature purple magic, Twilight summoned a black board. Picking up the accompanying chalk, she began her explanation. Complete with illustrations. “We learned last time that a blast of magic will, in a sense, short out a changelings disguise. So I propose we hold a meeting tomorrow in the town square and when everyone is gathered, I use a large but harmless magical burst to see if any changelings are present. Simple!”

Twilight beamed at her simple yet effective plan until Fluttershy tapped her shoulder. “Um Twilight I hate to question your plan, but won’t the changelings not come if we tell everyone what the meetings about?”

Twilight nodded “Yes, but we won’t be telling everyone what it’s about till I’m about to do the burst.”

The other ponies nodded at Twilights response. It seemed like she had this whole thing under control.

Rainbow yawned “Well now that that’s all settled, I think I’ll go back to my cloud bed.”

Twilight chuckled “Yes, I suppose we should all get some sleep. Just be in the town square at noon. It’ll take me at least the morning to get the mayor to let me have an assembly without giving away why.”

Saying their farewells the six friends went their separate ways to rest before what would be an eventful day.

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A few hours later, the sun was just beginning to rise. Lightning was sitting at her desk, reviewing the files she’d taken. There was a scowl on her face as she flipped through the pages for the third time since she’d woken up an hour ago. Her anxiety about completing what she’d started kept her from sleeping for long.

Without the option of sleeping, she’d decided to try and find her other target. However it was proving pointless as the pages she scoured again and again gave her nothing. Growling in frustration, she slammed a hoof on her desk.

This makes no sense! Her thoughts swirled as she tried to piece together what she could be missing. Could the file be incomplete? The frustrated mare shook her head. No. I made sure I got the complete records. Was there only one to begin with? Another shake. No it’s always two. It has to be two.

“But who’s the other one!?” Lightnings frustration boiled over in that shout and she struck her desk again. As the sound faded, her door gently swung open and a sleepy eyed Scootaloo shuffled in. “Mom what’s with all the noise? It’s like four in the morning.”

Lightnings anger abated slightly when she saw the tired filly. “Sorry. I’m just frustrated over a... project I’m in the middle of. I can’t seem to get the last part right.”

Scootaloo yawned “What kind of project?”

The mare smiled a bit. Even though she was taken from her rest, the little pegasus was as curious as ever. “Just a personal one.”

Lightning would have left it at that, but an idea popped in her head and she decided to try it out. “Hey, Scoots, do you know if anyone new came to Ponyville around the same time I did?”

The filly raised a brow at the seemingly random question. “I don’t think so. Maybe that unicorn, what’s his name with a telescope in his cutie mark.”

Lightning shook her head at that. “No, besides him.”

Scootaloo shrugged. “Sorry, he’s the only one I can think of.”

Lightning deflated a bit at the dead end she ran into. What am I missing? Then a light went off in her head. Maybe I’m looking for the wrong thing. With a new tactic in mind, Lightning turned back to her daughter. “How about someone that leaves Ponyville a lot, and stays away for a bit. Know anyone like that?”

The filly hmmd as she thought. “Sweetie Belle told me once that Rarity’s always going off to find more gems for her dresses. Sometimes it takes her awhile to get back.”

Lightning sighed and nodded. “Thanks kiddo. Now get some sleep, and I’ll wake you for breakfast at around six ok.”

Scootaloo yawned and trotted back to her room. Once the filly was gone, Lightning slumped in her chair and threw an foreleg over her eyes. Well that was a bust. It can’t be Rarity. It’d cause to much...

Suddenly, the disguised changeling sat bolt upright in her chair. Wait maybe it could work. Yes if it was done right no one would suspect a thing.

The gears in Lightnings mind turned and after she weighed the options she came to a decision. It might be risky, but I’m gonna pay Rarity a visit.

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After breakfast and sending Scootaloo off to school, Lightning started on her way to Carousel Boutique. She could only hope that Rarity was there. She’d also have to be more careful because it was broad daylight.

When Lightning reached Rarity’s place of business, she noticed the door was open. Walking in, she discretely closed, and locked it before calling out for Rarity. A moment later the fashionista glided into the room. “Oh, Lightning, dear to what do I owe this visit?”

Lightning smiled “Oh, I just wanted to know if you could make me a dress. Something I could go out in for a night on the town.”

The alabaster unicorn beamed as she heard this. “Why of course darling! Now right this way, and I’ll take your measurements.”

The two stepped into Rarity’s work space and the unicorn began measuring. As Rarity took Lightnings wing base measurements, she detected a strange scent coming from the pegasus. “Darling are you wearing some type of perfume?”

Lightning chuckled. “You could call it that. Oh is that silver laced cloth?”

Rarity turned her head away from her quest to look at her bolts of fabric. “Why yes it is. I just got it in a few days ago. Would you like to see it?”

Lightning nodded and Rarity turned her body fully away from the other mare to fetch the fabric. With Rarity distracted, Lightning aimed a strike at her like she had with her other target.

Inside the boutique there was the sound of a struggle and a flash of green from the windows before everything went silent.

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Twilight was in the middle of persuading the mayor to let her have an assembly in the center of town when the door to the mayors office burst open. Both of the offices occupants turned to see a slightly disheveled Rarity in the doorway.

Rarity trotted up to Twilight with urgency. “Twilight, I need you to come to my boutique! Quickly!”

Twilight blinked at the sudden request. “Rarity, I’m kind of in the middle of something important. Something we talked about last night.”

Rarity leaned in to whisper something to Twilight. The mayor watched the exchange and how, Twilight’s expression went from confused to surprised as she listened to whatever the other unicorn was saying.

Once Rarity pulled back, Twilight turned to the mayor again. “I’m sorry, Madame Mayor, but something urgent has been bought to my attention and I need to go. Can we discuss what I was asking about later?”

The gray maned mare nodded. “I suppose. Good bye then.”

Once the two unicorns left town hall, they galloped in search of their other friends. After rounding them up, the group made a beeline for Rarity’s shop.

When the six arrived, they were greeted by the sight of the mare they knew as Lightning, struggling to get free of the thick cloth that was binding her. Rainbow Dash cocked a brow in confusion.

“Hey, what’s with telling us that you had something important to show us only to have it be one of my weather team?”

Pinkie was the next one to question the situation. “Yeah, Rarity, if this is a prank I don’t get it. Oh, you should use sneezing powder! That one’s always funny.”

Rarity huffed. “I didn’t have time to explain to you all like I did Twilight, but this is no pony. She’s a changeling!”

Twilight nodded. “Rarity came to me and told me how Lightning had come in and, once her back was turned, attacked her. She wanted me to come and see for myself, but I suggested we find the rest of you before I see if it’s true.”

The others gave looks of understanding before Applejack took a step forward. “Well then what’cha waitin’ for? Blast her an’ let’s see what’s what.”

This got the bound mares attention and she stopped struggling to look at Twilight. “Don’t listen to her! She’s a changeling, and she’s fooling you!”

Rarity scoffed and waved a hoof in dismissal. “Oh, don’t listen to this ruffian’s lies. Let’s just get this over with.”

Twilight’s horn began to glow but Lightning spoke up again. “If she’s not one, then blast us both. What’ve you got to lose?”

Rarity stomped angrily “Stop your nonsense and be quiet! I’m not the one who attacked anyone here!”

Lightning smirked. “Then why not humor me? Unless you’re actually hiding something.”

Rarity stepped closer to Lightning. “Now see here you little...”

Twilight came between the two arguing ponies. “Enough! I know how to settle this.” Twilight charged her horn, and let out a flash of magic that blinded the entire group.

When everyone recovered from the sudden flare, they looked at the bound pony. What was there in the place of the pegasus they all know as Lighting was a changeling.

Twilight turned to where Rarity stood. “There, problem.... solved?”

Twilight couldn’t believe it. Where her friend had stood was now occupied by another changeling! The other ponies gasped, and before anyone could say or do anything, the Rarity impostor bolted for a window. The changeling dove, shattering the window, and flew off.

Everyone was stunned and seemingly unable to move. Until the bound changeling spoke and broke the trance they had fallen into. “See I told you. Now let me loose so we can go after her.”

Twilight turned her head from the window to Lightning. “You expect us to free you?”

Lightning sighed exasperatedly. “Look, we don’t have time for this. Just untie me and....”

Before she could finish, cyan hooves stomped the floor as Rainbow dash made her way directly in front of the false pegasus. Before she knew it, Lightning was nose to nose with a seething Rainbow Dash. The violet colored eyes of said pegasus were filled with fury, and so was the voice of their owner.

“Now listen up you! I don’t know what’s going on but I know this. A mare I had on my team just turned out to be a fake. A mare I considered a friend. Someone I could trust.”

The pegasus paused to take a deep breath. Apparently trying to hold back from hitting the focus of her rage.

“I also just learned that one of my best friends was really a changeling that took her place, and I have no idea where the real Rarity is. So let me make this very clear.” Dash’s eyes narrowed “You will tell us right here right now just what the heck is going on. Or Celestia help me, I will beat you into paste! Got it?”

Lightning nodded. Her solid blue eyes wide with a mix of fear and admiration. Wow. And I thought Chrysalis could give a death glare. Rainbow lowered her head and yanked the cloth with her teeth. Once the fabric was of the changeling, the pegasus backed up and sat in front of Lightning.

“Ok, talk.”

Lightning sighed. “Fine but to make this quick,no questions till this is all over.” After the group of ponies nodded The ousted shapeshifter began her story:

“After the failed attack, I was thrown out of Canterlot and crash landed in a large orchard. The crash left me unconscious till the next day. When I woke up, I could feel that I had been cut off from the hive. When this happens, most changelings die, but for whatever reason I’m one of the ones that didn’t. Alone and in need of a steady food supply, I started in the direction of the closest source I could feel. On my way to the town, I came across Scootaloo. She was asleep and when she woke up she...”

The audience of the changeling each gave looks of confusion at her pause. It was Fluttershy who broke the silence. “Was is about her family?”

Lightnings eyes widened. “How’d you know about that?”

The butter yellow pegasus tapped her hooves together. “Well, um, I’ve foal sat her and her friends a few times. Once or twice I walked in to check on them, and she was talking in her sleep. When I asked her about it, she said she didn’t have a family.”

Lightning was still confused. “Then why didn’t you say something when she introduced me as her mother?”

Fluttershy chuckled. “I thought you had adopted her, and just wanted to keep it low profile. I was really happy for Scootaloo.”

Lightning shook her head “Well I guess that makes the next few parts easier to tell.

“When Scootaloo woke up, she was saying how she wanted a family. I made a deal with her that if she let me be her mother and feed on her emotions, I’d take care of her and be her family. Soon after I met each of you, and secured my place in Ponyville. I used my shapeshifting to forge documents at the bank so I could have some money to pay for my home, and for what it needed. I did it again to make up documents that said Scootaloo was my daughter if anyone went looking to question my story. Once everything settled down, I remembered something important. Whenever Chrysalis invades a new place, she always uses two plans at once. The main invasion failed, so her back up was already in effect as far as I knew. You see, if a direct invasion doesn’t work, she switches to a more stealthy approach. Before the attack, she placed cells of us at places all over Equestria. The goal of these cells is to slowly infiltrate the cities and towns, and when the time is right we capture the remaining inhabitants, and replace them with our own before anyone suspects a thing. Once we have enough of a lands population in cocoons, we take over the rest of the country like child's play.

“I did some digging and got a hold of the population and housing files for the town. I was looking for anyone new. Someone that moved in before the attack. I found one, and started following him. I was sure he was a scout for the swarm, so I mixed up a special poultice that gives off a smell that’s similar to a pheromone changelings give off. Only we can smell it. I laid a trap with this, and once he followed the smell I had no doubt he was a changeling.

“I caught him, but a scouting party is always a pair. I couldn’t find any other new arrivals to the town, so I took a gamble when I heard Rarity goes outside Ponyville to look for gems. I figured she could have gotten captured and replaced. So before I came to the boutique, I spread a little of the poultice on myself. I asked Rarity to make me a dress to get her close enough to smell me. If she could smell the mixture then she was a changeling.

“What I didn’t know was that she wasn’t another scout. She was a siege warrior. The main offensive arm of the changeling swarm. She caught me by surprise and tied me up.

“The rest you know. Any questions?”

Rainbow stood and looked Lightning in the eye. “So you’re not loyal to Chrysalis?”

The changeling laughed. “I was never loyal in the first place. I was born and bred a siege changeling. I did what I was told because that’s all I know. But when she cut me off from the hive mind, I wasn’t going to lay down and die.” Lightning chuckled again “What she didn’t know is I like living.”

The next to speak was Pinkie Pie. She bounced in front of Lightning and cocked her head. “So you being Scootaloo’s mom was for real, and you’re not a evil emotion sucking meanie pants?” Lightning only nodded. Pinkie squinted at the changeling before turning on her heels. “Oki doki loki. That’s good enough for now.”

Twilight tapped her chin in thought before she approached the shapeshifter. “Well, regardless of all that, I’m still going to have to take you to Celestia. However, before I do that, you’re going to take us to this other changeling you caught. Once we see what he knows, we’ll decide what to do from there.”

Lightning sighed and nodded. The Group began to leave when Lightning was held up by Applejack.

“Look sugar cube Ah ain’t one to condone lyin’ to folks and Ah don’t trust ya’ll yet, but here’s what Ah figure. You ain’t done anything bad since Ah met ya. Plus, from what I heard from AB and Sweetie Belle, yer a pretty good ma to Scootaloo. When this is over, and if you don’t go pullin’ any double cross I’ll give ya’ll a chance. Deal?”

Lightning grinned “Sure Applejack.”

The farm pony smiled “An’ if’n ya do turn out to be no good I’ll buck ya right into Rainbows hooves.” Applejack trotted after her friends while Lightning followed behind them once again dawning her disguise.

Well I’m in hot water now but I’ll deal with that later. Right now I’ve got an invasion plan to throw a wrench into.