In a large mountain overlooking Ponyville, there sat a dragon. This dragon was named Threshra the Red, and he was a mighty drake for his young age. He has torched villages, eaten their people, and taken their gems off of their corpses. These villages were populated by none other than Changelings. Changelings, creatures commonly mistaken for insectoids, are capable of shape-shifting to anyone and anything. Their village headling Anthrose, the chief of the most recently destroyed village, approached the cave where Threshra resided, hoping to garner peace...

But we don't care about them. Who we do care about, however, is a large stallion on a cliff overlooking a small town called Appleoosa, dark armor covering his body and face, an azure cape with a checkered white border rippling in the slight wind.

"Tic," He said, glancing at a tall, greyish Changeling with cherry red eyes. "Infiltrate that village and find out who and what it's inhabitants are. I just found the location to launch our first attack against Equestria."

"Yes, Lord Tyrannous." The Changeling said, flying off in search of a pony to copy. Two other changelings: a blue one with lime eyes named Tac, and and a black one with yellow eyes named Toe, glanced at eachother worriedlt. Toe stepped forward, getting Tyrannous, the armored Earth Pony, to look at him.

"Boss," he began, "Are you sure this is a good idea? I me-"

"Toe." Tyrannous stated simply, causing the Changeling to fall silent. "Do not worry, my ally. I will not fail in this, not after planning for twenty years." He turned around, studying the town once more. Tac stepped forwards this time, taking a deep breath.

"Bad Dude." He said, causing Tyrannous to freeze up and hitch his breath. "We just don't want to lose you like we lost the Queen."

"Bad Dude..." A name from another time, a name that the dark pony associates with many memories... "A name that was childish and frail." He thought. Only few who were truly close to him during his efforts as the Foal Villain ever knew his first name. Even less were allowed to use it at all.

Tyrannous looked at Tac, one of his close friends, and said, "You have no need of worrying, my friends. Either of you." He glanced back at the town of Appleoosa, weighing his options, before deciding on one. "When Tic gets back from his reconnaissance, we will make plans to attack Appleoosa." Tyrannous gestured for the two Changelings to follow him. "Until then, we shall wait."

"Better prepare your fireplace, Celestia." He thought with an evil chuckle. "Ty-Rannous is coming~ to town..."

***

Princess Celestia stared sadly at the marble prison of the chaos spirit Discord. This time, instead of being jovial or surprised, he was simply melancholy, a picture of depression.
"Where did I go wrong?" Celestia asked herself, wracking her brains for an answer. "When did everything that was once full of life in Equestria suddenly turn gray?" Celestia turned around, gave one last look at the statue, and trotted off, golden-shod hooves clanking against the hard cobblestone walkway.

***

Princess Luna sat in her bed, staring at one of the many pictures she had collected over the years. This one was of a tall, black, armored alicorn, and a small, blue caped colt. Luna smiled at the memory, tears on the verge of falling down her face. Wiping them with a hoof, she turned to her balcony and frowned, sighing.

"Time to raise the moon once again." She thought, stowing away the picture and making her way towards the terrace. "I'm so sorry, my old friend."

***

A red unicorn horn pulsed gently as Tyrannous attached it to his helmet, fitting it into the socket designed expressly for this purpose. He gave a check to the canisters on his back, making sure one was empty and the other full of pulsating purple sludge. If one looked closely, they could almost see faces within it. He adjusted the green and black crown on his head, making sure he felt comfortable addressing the legions of Changelings outside. Lastly, he took a look around his royal quarters, his eyes wandering from his four-poster bed, to his black, ebony closet, and finally coming to rest on the picture beside the door he was currently standing near. In the frame, he saw a foal's doodle of what looked like stick-pony renditions of a draconequus, an armored unicorn, a royal Changeling, a demon centaur, and, riding on the draconequus' shoulders, was a small colt waving at the viewer.

Tyrannous smiled fondly at the memory. "Soon," he thought, putting the picture back. "We shall have vengeance."

*THREE*DAYS*LATER*

Tic zipped through the tunnels of the hive, knocking Changelings over left and right, before coming to a screeching halt in front of the tall red throne.

"M'Lord," he began, "I have finished my reconnaissance of Appleoosa. The Element Bearers are going to be there in two days time to check on their orchard, the buffalo are content with the ponies, and all is well within the town."

"Excellent," Tyrannous said from atop his throne, eyes aglow with glee. "We shall strike tomorrow. Prepare the troops!"

"Yes, your majesty." Tic bowed before retreating from the room. Tyrannous, for the first time in years, felt happy.

"It's about time I got off my arse." he thought to himself, grinning beneath his helmet. He stood up, trotting over to a mahogany door to the left. Inside, he gazed once again, as he had done many a time, at the large room, a circular table in the center. A map with multiple differently colored pieces that looked like they would be more at home on a chess board sat in the middle of said table. Surrounding the piece of furniture sat a griffin with dark red feathers covering it's upper body, save for his head, covered in light, golden-brown feathers, a mud-brown diamond dog with piercing blue eyes and a large, studded warhammer strapped to his back, a giant, green scaled dragon whose head brushed the two-story ceiling when it stood, with teeth the approximate size of short swords, and a blue goat with red eyes and a golden bell tied around it's neck. They all stopped talking with one another and turned to Tyrannous as soon as he entered. Still grinning underneath his gleaming helmet, sat down on the opposite end of the goat.

"Gentlecolts," he began, "It's time to get to work."

Author's Note

AU branched off of NaturalBornDerpy's story, Bad Dude and the Coalition of United Terrible Evils, done with his permission.
EDIT: Many thanks to Angius for editing and reviewing this chapter with me, pointing out errors and such.