The Golden Touch

by Darth Link 22

Rating: teen
Tags: Changelings, Original Character, Spike, Comedy, Queen Chrysalis, Adventure, Twilight Sparkle, My Little Pony: Friendship is Magic
Length: 22450

Chrysalis has a brand new weapon that's guaranteed to wipe out Twilight Sparkle, but it may come at the cost of her greatest treasure.

Queen Chrysalis is in a bad spot. Twilight Sparkle had made a fool out of here so many times, she's now the laughingstock of her own kingdom. Her royal coffers are empty, and her subjects are defecting to new lands daily. To top it off, her daughter Pupa is whiny, wimpy, and generally an embarrassment to her name.

But that might all change when she pays a visit to the Goddess of the Changelings, who "blesses" her with a new power, to turn anything she touches into gold. Now she can defeat Twilight Sparkle and increase her riches... or she could fail and lose her greatest treasure in the process.

Commissioned by Magic Man. The OC Pupa is his invention, seen in Pupa-chan and Maternal Instinct. However, this is a different take on her, and is not in the same universe, so you don't need to read those to understand this.

Cover from IDW Comics.

Published 2016-08-19 20:50:01 UTC
Last updated 2016-10-13 22:36:48 UTC

Chapter 1

“What do you mean, you found nothing?”

The advisor in question whimpered at his queen’s words, but he pushed forward. “It’s like I said, Your Highness, we’ve found no new holes in Equestria’s defenses.”

“There were plenty of holes around the Royal Wedding!”

“That’s before they knew you wanted their lands!” the advisor said, now looking absolutely sure that his queen wasn’t going to allow him to leave the throne room alive. “They’ve been building up their defenses since then! Even Princess Twilight...”

The drone couldn’t see the hoof coming until it was too late. He went tumbling down the stairs from Chrysalis’s giant throne, hitting the floor with a pained whinny.

“Never... speak that name... in my presence!”

The advisor got to his hooves. “Y-yes, Your Majesty. I was merely saying... the Hated One now has a guard around her! Apparently some Unicorn tried to attack her!”

Chrysalis gritted her teeth. “What about that Centaur? He managed to cut a swath of destruction through Equestria...”

“He had raw power we just don’t have.”

“Well then, what do you suggest?”

The advisor shifted onto his hooves.

“Go on, speak freely. There will be no repercussions if I don’t like it, I promise.”

They both knew that was a lie. Still, the advisor took a deep breath and spoke. “I think we should just forget about trying to conquer Equestria and...”

“What?” Chrysalis roared, causing her advisor to whimper in fear. “We must conquer Equestria! They have so many resources, they’ll make us even stronger. Love is just the tip of the iceberg! Their technology, their exports... we’ll be rich! Filthy rich! My subjects will love...”

“Your Majesty, your subjects hate you!”

Instantly, the Queen of the Changelings was bathed in green fire. She stood on her hooves and glared down at her advisor with a look that filled him with dread. “What?”

“I’m sorry, Your Majesty, but it’s true!” the advisor went on, pushing his fear back. “You’ve been so obsessed with trying to get revenge for what happened in Canterlot that you’ve let your kingdom fall to ruin! So many resources are going towards your personal vendetta that the average Changeling lives in poverty! The invasion might have made you a laughingstock, but everything afterward has made you hated! It’s drained our treasury and our resources, and nearly every other kingdom has a trade embargo against us due to your vendetta! The outer territories are being snatched up by other countries, and your subjects are just willing to go along with it to escape your rule! Those that remain could be just days away from revolting! That’s why you need to just drop this whole thing and go back to actually running your kingdom!”

The advisor stopped talking, having finally said what he had wanted to say for years. Chrysalis could kill him, but it was worth the risk if he had steered her on the right track.

After a few moments, the green flames disappeared, and Chrysalis just glared at him. “...Get out of my sight.”

The advisor needed no second bidding, darting from the throne room in fright.

Chrysalis sat on her throne, steaming at her advisor’s words. It infuriated her that a drone like him thought he knew better than his queen, but it infuriated her more to know that he was right. He had been neglecting her kingdom lately. The subjects would revolt sooner or later.

Which is why she had better hurry up and take over Equestria so she could show all those idiots just what an awesome plan it was.

She just needed an in. She just needed a way to get back at those stupid ponies. What could she do, what could she do?

Giving a sigh, she rose from her throne and began walking to her war room. At least, that’s what she called it. Sure, it didn’t have the big, fancy bells and whistles that Celestia’s had, but it got the job done. She wasn’t swimming in money like that pretty little pony was.

She made it to the small room that was covered with maps, enemy statistics, readouts on the Changeling army, and more. She got on her maps to plan the next strategy, but she knew she couldn’t hope to take on Canterlot in her current condition. Her advisor had been right, so many resources had been thrown at trying to defeat Twilight Sparkle that her treasury was at an all time low. There had been a record number of deserters in the Changeling army, and those that remained were ill-equipped. Even the most brilliant strategist in the world couldn’t make a victory out of this mess.

Oh, how could it get any worse?”

“Mommy?”

Chrysalis winced and groaned. Of course that question had an answer. She looked up to see her young daughter entering the room. The spitting image of her mother, her cerulean mane hung neatly down to her shoulders, partly neatly from the thick, round glasses over her harlequin eyes. The poor thing, however, looked worse for wear, sporting a black eye and bruises on her face.

The queen groaned. “Not now, sweetheart, I’m trying to be queen.”

“But there’s a bunch of bullies going around!”

At that, Chrysalis lit up, looking away from her maps and at her daughter. “Really? Did you impress them with the moves I taught you?”

“...Mom, you never taught me any moves, and I’m the one they beat up!”

“...You’re lucky we have a history together, Nerd,” she said, going back to her maps.

“But Mommy! I’m in pain and I need help!”

“Sweetie, I love you, kind of, but I couldn’t care less about you or your problems right now. And don’t call me Mommy.”

“But someling just beat me up!”

“That’s nice, dear.”

“That’s... Are you even listening? They hit and kicked me and gave me something called ‘The McCryssy Special’.”

Chrysalis snorted. “Heh, heh, glad to see some moves never go out of style.”

"And then!” Pupa whimpered, wiping her snotty muzzle against the back of her hoof. She called me 'Pupa Pupa Poo Poo Pants’! So she hurt my face AND my feelings!"

Chrysalis looked at her daughter. Then, she fell to the ground, laughing harder than ever. “Oh, wow, I actually have to thank you, Pupa. I needed a laugh.”

“But... what am I supposed to do?”

"Did you tear out their throats with your teeth?"

"Um... no?"

"Uh-huh. Of course. So what do you expect me to do about it, then?"

"I don’t know... eat them, I guess?"

The Queen heaved a sigh and leaned back against one of her maps, pressing her hoof against her forehead in frustration. "Look. Pupa. I can't just eat all your problems for you. You've got to learn to grow up and eat them yourself."

“But it wasn’t a school ‘ling, it was a grown Changeling!”

“Oh, boo-hoo,” Chrysalis said, looking at her maps instead of her daughter. “Every day it’s something new. ‘Mommy I’m bleeding, Mommy I’m sick, Mommy I haven’t eaten in three days because you had the kitchen staff executed for suggesting you go on a diet.’”

“She said, ‘Send a message to your bitch mother about what a horrible queen she is’. I can’t leave the castle anymore because you’re hated that much!”

“Oh my goddess!”

Pupa’s face brightened up.

“That’s it! The Goddess of the Changelings! I can ask her for a favor and use it to destroy the ponies! Thank you, Pupa, your absolute total disgrace has given me the idea to save the Changeling Kingdom! Well, I’m going to be over at Grandma’s for a while. There’s leftovers in the fridge, don’t bleed on my carpet!”

And just like that, Chrysalis flew out of the war room.

Pupa sat there, whimpering in pain as her mother went. She looked down at the floor. She thought about going to the castle doctor, until she remembered that the doctor had quit a few days ago since Chrysalis had refused to pay him. Sadly, that doctor had accidently shot himself in the back of the head twice the day after he quit.

She decided to just go to the kitchen to get herself a snack. Maybe a pony orphan was chained in the pantry to give her some more love.

As she walked, she fumed. She had never known her father, a side-effect of Changeling mating rituals, and her mother wasn’t much for giving her any affection. The only love she had ever received that wasn’t from a brainwashed pony had been from some of the more sympathetic castle staff, and the high turnover rate ensured none stayed long.

She entered the kitchen as her thoughts turned toward the stories she had heard of Equestria, how it had the most love out of any kingdom her mother had attempted to conquer. More than ever, she wished she lived there. Not that it was unusual, these days Changelings would rather live in the Diamond Dog kingdom than here.

She opened the pantry to find a young pony wearing a collar that was chained to the wall. She sat up and wagged her tail at seeing the Changeling Princess. Pupa petted her and took a large amount of love out of the small thing. At least this pony wouldn’t leave her.

As she refilled the bowls with Pony Chow and water, she began to pray that the Goddess would tell her mother to spend more time with her. As she watched the pony eat, she prayed harder. Nothing happened.

After the pony had finished eating, Pupa walked back to her room. It was large and elegant by most standards, but Pupa knew the only reason she got it was because Chrysalis didn’t care who she stole it from.

She sighed, grabbing a pony doll out of her bin and bringing it to the fire pit. As she struck the match and brought it down on her, lighting it on fire. As she watched the stuffing burn, she sighed. It just wasn’t the same as the real thing. She really wanted to see a real pony burn in agony, but her mother never took her on the warpath.

She sighed, reaching for another doll and biting its head off. It still wasn’t the same.

“Goddess... please... return my mama to me.”

The Birth Bog was considered Changeling holy land, and few had the privilege to enter. Still, desperate times called for desperate measures, so she entered the mush where all Changeling life had emerged.

As she stood in front of the disgusting, bubbling liquid, she gathered her wits about her. Standing tall, she spoke the words. “Oh Great Goddess! I ask for your words of wisdom! Come forth!”

After a moment, the bog bubbled, and out from its depths a figure emerged. She looked like a mare, a bit, but there were so many differences in her features she would hardly be mistaken for a pony. For one thing, she had eight legs, an extra one paired with the standards quadrupeds already had. Her eyes looked more like a dragon’s, and indeed, a dragon’s tongue occasionally slithered out of her fanged mouth. Her grey coat was decked in onyx regalia, making her look quite intimidating. A horn stuck out of her forehead, as sharp as a dagger, and her wings were filed into points, looking like knives that some creature had organized into a pattern.

She looked down. “Who calls upon the wisdom of...” Then she saw it was Chrysalis. “Oh, it’s you. Figures, you forget the ‘humbly’ before ‘ask’, and the ‘please’ before ‘come forth’.”

“Hi, Momma!” Chrysalis beamed, a ridiculously wide, toothy grin stretching ear-to-ear.

The Goddess shivered. “Never... ever... call me that again. It’s just Terra to you.”

“Great Terra, you must give me the means with which to destroy the enemy of the Changelings!”

“Oh, I must, must I? Getting very musty in here. You know, when I knocked that seed into this bog, I had hoped the results would be a little more impressive. So far, you’ve been a massive, massive, massive, and I mean massive disappointment.”

“I know we haven’t conquered as many kingdoms as you’ve been expecting, but that infernal Twilight Sparkle is holding us back!”

“I never wanted you to conquer any other kingdom, you dollard! I just wanted you to be strong and prosperous without harming innocent creatures.”

“...I don’t understand how that’s possible.”

“I know you don’t,” Terra said. “Even though I’ve told you several times, you need to appreciate your real treasures...”

“Yes, exactly, treasures!” Chrysalis said. “Thanks to Twilight Sparkle, the Changeling treasury is at an all-time low and my kingdom’s GPD’s reached lower than Yakyakistan’s. I was hoping for a twofer: can you help me both destroy Twilight Sparkle and reclaim my kingdom’s vast wealth? That’s my money!”

“...Do you just block out whatever you don’t want to hear?”

“I’m not hearing a yes or a no.”

Terra actually put a hoof to her face. This was an impressive feat, as living since Time began meant she had seen what mortal children would refer to as “some pretty stupid shit.” Still, she took a deep breath and counted backwards from ten and spoke again. “Are you sure you can handle great power?

“Why in the world would you think I wouldn’t be able to?”

The Goddess rolled her eyes. “Gee, how about the fact that you let your kingdom fall to ruin?”

“Yeah, blah, blah, I heard this gibberish from my advisor already today.”

“Yes, and he failed to mention you aren’t even that good at trying to conquer Equestria, or getting revenge on Twilight Sparkle.”

Chrysalis gritted her teeth. “What?”

“Need I remind you of the Secretariat Comet? When it was passing overhead, Canterlot was assaulted by other forces almost immediately. You could have taken advantage of the situation and blindsided Canterlot once both parties were weak. Celestia would have been your prisoner, and Twilight would have fallen soon after. Instead you stayed the course, and it got you imprisoned for months. And then what? Once you got out you signed right on to that pony’s little plot without bothering to find out what she was planning, and you nearly released the Umbrum on the world. Your attempts would have gone better if you just had a little planning...”

“Look, are you going to help me or not?”

Terra glared at the Queen of the Changelings, and the mortal actually shrunk back, realizing she had spoken to a goddess.

Then, Terra grinned. “Fine. You want power and money? I’ll give you the means for both.” Then, before Chrysalis to blink, the goddess lit up her horn and fired it right at her.

At first, it seemed to just be a flashy light show. But then, a searing pain ripped through her front right leg. Chrysalis screamed in pain as the leg split apart and something poked out of it. It was something golden, and it grew bigger, and bigger, until it completely absorbed her hoof. It came down into a single point, looking as sharp as ever.

Chrysalis hardly saw this. She was screaming in pain. Only Terra’s magic kept her upright. When it was over, she hung in the air, suspended by magic, breathing heavily.

As soon as she collected herself, she spoke. “I... I understand. By making the gift painful, you’re teaching me to respect it all the more.”

“No, I just enjoy watching you writhe like the worm you are,” the Goddess admitted with a sly grin. “I’m lifting you up because I don’t want you touching my floor until you understand what you have.”

“Uh... what I... aaah!”

Chrysalis looked where her left front hoof had been. Instead of a hoof, there was what appeared to be a claw. A golden claw, split in two points, looking almost like a scorpion’s, albeit one that was split into two.

“Wha... what did you do?” she demanded. “I don’t think I can even walk on this!”

“If you aren’t actively engaging it, it will split apart as soon as you put your hoof down. Go on, do so.”

The Queen of the Changelings hesitated, but eventually obeyed. As promised, the two parts of the claw split apart and traveled up her leg, allowing her to stand.

She lifted and lowered her leg a few times, testing out the new appendage. Then, feeling brave, she brought the leg down and touched the ground.

There was a small flash, and the patch of earth she had touched turned to solid gold. Then, it started spreading, turning the stone and dirt golden.

“What the?”

“Very eloquent,” Terra said, lighting up her horn. The spread of gold stopped, then receded back into the single point. “Yes. You wanted a twofer, and I gave you a twofer. Anything you touch with that claw will turn to solid gold. Stone, plants, ponies...”

Chrysalis gazed at her new appendage with glee. “This is it. I can turn Twilight Sparkle and all her friends into gold statues! They’d look so good in my throne room!”

“I’m sure they would,” Terra replied. “But be warned, Chrysalis; the gift I have given you could easily qualify as a curse as well. For when you devote your whole life to one pursuit, you may find you’ve lost what matters the most to you. It will not be long before you crawl back in here, demanding that I release you from the horrors of and you’re gone already.”

Indeed, the cavern was now empty, and Chrysalis’s cries of joy were heard just outside the entrance.

Terra put a hoof to her head again. “Stupid... maybe the Creator was right. Maybe I should put more effort into making something less disgusting. Like parasites.”

Author's Note

Well, first chapter of my second commission is up. If you wish to commission me, it will be $15 for the first 4000 words and $5 for each additional 1000 words.

Chapter 2

Chrysalis flew through her palace, low enough to drag her claw on the ground. The line she made spread out into waves, turning the entire floor into gold. Then it spread out over the walls and to the ceiling.

She looked over the room. Everything had turned to gold. She laughed. She was rich, rich, rich!

“Your Majesty!”

She groaned. Of course this would happen. Right as she was enjoying something, her adviser had to come in complaining that her subjects weren’t getting enough food or something.

“Your Majesty, something’s turning the entire castle into gold!”

“Yeah, that’s me.”

The adviser blinked. “What?”

“Terra has blessed me with this new appendage,” Chrysalis announced, proudly raising the golden claw above her head. “I can turn everything I touch into gold! Now we have plenty of money in the royal treasury and I can keep myself in finery! Problem solved”

“Do you have any idea what you’ve done!” the adviser demanded. “You’re going to ruin us!”
Chrysalis rolled her eyes and groaned exasperatedly, before putting on her most condescending smile.

“Nooo, lowly adviser,” she spoke slowly, as if talking to a complete imbecile. “You see, more gold means more mula for the kingdom, which then means we conquer Equestria and new changeling world order. Hmm, ‘kay? You understand?”

“Do you--do you not understand how basic economics works?” When all he received was a confused blink from his monarch, he could only drag his hoof down against his muzzle. “Nevermind. Look, Your Majesty, you need to reverse this curse immediately!”

“And why would I do that?”

“Gold is only valuable if it’s rare! If you have a never-ending supply of it, it will decrease in value! All you’ll manage to do is drive the value of gold down in every economy in the world. Not to mention gold has a very weak tensile strength! I’d give it a week, if that, until this entire building comes down on us! You need to undo this before... argh!”

Chrysalis laughed as her former adviser was turned to gold with one touch of her new claw. The only downside was that it happened far too quickly. She had no time to enjoy the cries of pain from his annoying, know-it-all mouth.

“Ahh, much better,” she grinned, her golden pincers rubbing together, satisfied. “I can almost tolerate you now.”

“Mommy!”

She cringed. Of course, there was always one thing that could annoy her, even in the best of times.

“Mommy!”

Maybe if she ignored her long enough, she’d go away.

“Mommy!”

Chrysalis cringed as Pupa entered the room. She was walking the pony orphan on a leash, and looking visibly distraught, which in Chrysalis’s dictionary just meant wimpy.

“What it is, Pupa, I’m busy! And don’t call me Mommy, I have a reputation to maintain, and you’re, to put it nicely, a complete disgrace.”

Pupa sniffed. “Everything’s turned to gold.”

“Very good! I see that tutor I had to pay for was slightly less of a waste of money!”

“Well... sweet Terra, what happened to Mandible?”

“Who?”

“Your adviser? Served you for twenty years? You named him my godfather?”

“Oh yeah, him. Well, he’s replaceable. So, is there anything you came in here to talk about? Come on, hurry up, I have a nation to conquer.”

“Well, I kind of wanted to know why everything is turning to gold.”

“Oh that. That’s my new gift from your grandma. See?” She lifted up her mutated leg, showing off the new weapon. “Now anything and everything I touch turns into the most precious metal in the world! Even this ashtray!”

As Chrysalis levitated said item toward her, Pupa couldn’t help but gasp. “Momma... that’s the clay hoofprint I made for you in preschool!”

Chrysalis looked at it. “It meant more to me when I thought it was an ashtray,” she said, throwing it out.

“You don’t even smoke!”

“Pupa, is there a point to this? I have a kingdom to conquer.”

Pupa was silent for a moment. “Mommy... when you’re finally done and you rule Equestria... could we finally spend some time together?”

Chrysalis just look at Pupa for a moment. Then, a small smile spread across her features. She flew down closer to her daughter, until she was close enough to pull her into a hug.

“Oh, Pupa... I really, really don’t want to spend time with you at all.”

Pupa’s face fell. “Why not?”

“You’re whiny, you’re annoying, you’re always getting mucus everywhere. Sweet Terra, you come from my bloodline, one of my many spawn, a family of ruthless invaders and mighty warriors, and the occasional serial killer, and it’s you I get saddled with now. I swear, Terra must be punishing my failures.”

She turned her back on her daughter and began to fly away.

“But... but Mommy...”

“Look,” Chrysalis said. “I know you’re my daughter and I have to put up with you, but I’d really like less of... well, this,” she said, gesturing to Pupa.

Pupa was silent. “Less of what?”

“You know... this.”

“...You’re gesturing to all of me.”

“See, there you go,” the Changeling Queen said. “And now you know exactly what’s wrong. You want to spend time with me? To have the privilege of calling me your mother? Quit being so pathetic and start living up to your family.”

That was the final thing Chrysalis said before she flew off, leaving Pupa behind.

Pupa just watched her mother go with tears in her eyes. She wondered what it would be like to be loved. She had only felt it from brainwashed ponies. She had heard other Changelings talk about how great it was to devour the love from a family member.

But her mother never gave her that. Some even said the reason the love spell at Canterlot had tossed her out was because Chrysalis couldn’t handle real love, having never tasted it herself. The older she got, the more and more she believed it.

The pony orphan nuzzled against her. This one had been raised as cattle since birth, so it lacked any of the talking back some ponies had, but it was still only good for a quick snack. As she gobbled the love down, she came to a decision.

“All right... if Mom wants me to be a warrior, then I’ll be a warrior!”

The desert areas of Equestria were sparsely populated, but still bustling with activity. The Buffalo still dominated the area, but for a share in any crops they allowed settlements. The biggest of these, Appleloosa, was still small by population standards, but the apple trees planted were some of Equestria’s biggest.

Which is why it made such a convenient spot for two young lovers to meet.

Braeburn and Little Strongheart rolled off each other. They giggled happily, nuzzling each other.

“Oh gag.”

The two jumped and spun around. Chrysalis stepped forward with a sneer on her face. “I mean, honestly, are ponies starting to infect the rest of you species with their lubby-dovey nonsense?”

“Wha the? Who, or what, in Tartarus are you?” Strongheart demanded.

“I think I know,” Braeburn said. “This here must be one of them Changelings mah cousin Applejack told me about.”

“You’re correct, impressive for some stupid mud pony,” Chrysalis said walking closer. “And Applejack... ah yes, I think I remember that name. The hick at the wedding.”

Braeburn growled. “Watch what you say about my cousin,” he said angrily.

“Oh, Goddess, they let the dirt ones breed far too much. Well, I can take care of that.”

Little Stongheart jumped in front of her coltfriend, snorting angrily. “Get out of here, you witch!”

“Uh, excuse me, this is between me and the dirt pony. Some dirt savage isn’t worth my time. So move.”

“Oh, that is it!” the small Buffalo yelled, leaping at Chrysalis.

The Queen of the Changelings brought her new appendage up and struck her attacker dead center in the barrel.

Almost immediately, she fell to the ground, nothing more than a gold statue.

“No!” Braeburn cried, rushing to her side. He threw her forelegs around her, pressing his muzzle to her, desperate to feel her soft coat again. “No, no... Strongheart!”

“Oh, don’t feel so bad,” Chrysalis said. “You’ll be joining her shortly.”

Braeburn didn’t hear her in his grief. He didn’t even realized he had been turned to gold until it was too late.

“Braeburn?” a voice called.

Chrysalis grinned. Good, somepony was coming.

Indeed, Sheriff Silverstar pushed his way through the orchard, trying to find the source of the cries he had heard earlier. “Somethin’ wrong? We heard ya yellin’... Sweet Celestia!”

The Sheriff’s horror was well warranted, seeing one of his best men now turned to pure gold, cradling the body of one of their best allies, whose own face was twisted into one of terror.

“If it’s any consolation, they went down like absolute wusses,” Chrysalis mocked, casually kicking one of the trees and allowing an apple to fall into her magic. “This is a lovely town you got here. Fertile fields, lot of open space... I’ll take it.”

The Sheriff looked at her with wide eyes. “What have you done to them?”

Chrysalis only responded by taking a bite of the apple, then spitting it out in disgust. “Eew... too sweet.” She tossed it into the air, then struck it with her claw as it came back down.

The half eaten apple rolled to the Sheriff’s hooves. Much to his shock, it had turned to pure gold. He looked at the Queen, now understanding what had happened. “All with just one touch.”

“Very good, Mud Pony,” she said. “Now then, I’m going to give you thirty minutes to go round up a posse. See, I really want to give this thing a test run on the dirt parts of Equestria before I really go after Canterlot. So go on, let’s see that you’ve got!”

The Sheriff took a step back before turning around and running full speed back to town. Chrysalis watched him go, anticipating the upcoming battle.

Smiling, she started turning the trees into gold, one by one. Even if they somehow managed to beat her, her Changelings could come back for them later.

Ponyville has somehow managed to remain a small town, despite being the home of the Elements of Harmony, and then a full fledged princess, and then that princess’s castle. Indeed, Twilight Sparkle’s castle was the only really standout part about it, the rest stayed small structures.

It was in these large hallways that Spike wandered through at the moment, carrying a large stack of books in his arms. He could hear the sound of Starlight a few hallways down, no doubt lost once again.

He entered Twilight’s main room, where she had a large collection of maps and graphs hung up everywhere. He carefully placed the books at her side. “Here you go, every book like you asked.”

“Thanks, Spike,” she said, taking the first book off the top. It read, The Art of War, something that hadn’t escaped his notice when he had fetched it.

“Is something bad going on, Twilight?”

The youngest Alicorn looked up from her book, realization crossing her features. “Oh, Spike, I didn’t mean to worry you. It’s likely nothing, but we’re trying to prepare ourselves in case Chrysalis tries another counter-attack.”

Spike tilted his head. “I thought the Changeling kingdom was doing badly.”

“It is, Spike, and that’s the whole problem. Chrysalis is desperate for some sort of victory, and you never know what a cornered animal might do. Even though her attacks wouldn’t succeed, she could still do a lot of damage depending on what she does. We’re just trying to be prepared.”

Despite her assurances, Spike looked more worried than ever. “You don’t mean... they could attack here, do you?”

Suddenly Twilight swept him up in a hug. “Spike, you don’t need to worry. We’ve faced Chrysalis before, and a lot worse, and we’ve always come out on top. We’ll be able to handle anything. I’d like to see Chrysalis try anything.”

As it turns out, Chief Thunderhooves and his tribe were near Appleloosa at the time, so the posse ended up being quite a bit bigger than Chrysalis expected. Of course, that only made the swift defeat she gave them all the more satisfying.

Ponies and Buffalo alike were frozen as gold statues, killed with only a single touch. Like such savages could honestly turn the tide of battle anyway.

And then, quite suddenly, something slammed into her on her left side. She fell to the ground, crying more from surprise than pain. She realized that one of those Buffalo had slammed into her. Before she could recover, another pony struck at her mutated foreleg.

She winced, but realized the pitchfork hadn’t skewered her, its prongs going in to either side of her. She was relieved until she realized that it pinned her leg to the ground. And the Buffalo that tackled her was coming up with a spear in his mouth.

She immediately lit up her horn and fired at the savage. The beast reacted, but more like he had been stung by a bee than fallen victim to a truly devastating attack. He lifted the spear again. Chrysalis tried firing a few more times, but now that he was prepared for it the attack didn’t phase him.

Still, Chrysalis didn’t live for a millennia without learning how to think in a high pressure situation. She lit up her horn and fired at the spear itself, snapping it in half and leaving the buffalo holding a mere stick with a burnt end.

The shock provided all the distraction Chrysalis needed to get her appengage free. As the unearthed pitchfork fell to the side, she swung the claw, hitting the savage on the side and turning him into gold. Seeing his comrade transform, the pony stepped back, then turned to flee. He got only a few steps before he was a golden statue as well.

She smiled in victory, and looked at there the golden claw had touched the ground. It was already back to being plain, ordinary dirt. It seemed Terra didn’t much care for soil to be turned to gold, so the spell barely got anywhere whenever she tried. Even those trees stopped being turned after the first two dozen.

But such mirth was short lived, as an arrow suddenly burst through one of her back legs. She howled in pain, summoning a shield over herself out of instinct. It proved to be a good instinct, as almost immediately two more arrows struck it, followed by a whole slew of them.

Chrysalis saw that the posse had apparently gotten wise to what her claw was capable of and had set up bows around the town, each one being used by either pony or Buffalo. Those not using the arrows were throwing stones or whatever they could find.

That suited her just fine. She knew where they were.

She flew up, streaking faster than any Pegasus, until she was on the roof of the salt bar, where five archers were stationed. Seeing this, the group tried to flee their posts, but were quickly turned to gold.

That was the way of it for the next few seconds, her flying to every station and turning their occupants to gold. Eventually, they all simply fled, having decided that it was pointless to continue fighting. This was the fun part, as she got to hunt them all down and turn them, one by one.

That is, until she reached one that had nearly made it into the orchards. She swooped in, only moments away from touching her, when it happened.

The arrows pierced her side. Roaring in pain, she got a shield up before any more could hit. She turned to see the leader of the savages manning the bow, and she understood. This had been a trick.

Still, even falling forward from pain, she had managed to catch the stupid mare, petrifying her in a heartbeat. She turned to the dumb brute, who had stepped away from the bow but was too stupid to run.

She lunged forward, her claw forward.

When she was halfway there, the Buffalo pulled out a spear, seemingly out of nowhere, and held it out in front of him.

Chrysalis’s eyes went wide as she desperately tried to correct herself, the momentum still sending her forward. It hit her like a sack of bricks that the brute had been leading her on for this reason. She moved herself, putting up a shield in order to cover herself.

Much to her surprise, the spear went through the shield like butter. There must have been a Unicorn in town who enchanted it. The spear got her in the side.

It ended up permanently wedged in the Buffalo’s mouth after he turned to gold.

Chrysalis grunted at the pain in her side, but forced it down. She turned and saw the town Sheriff, looking terrified that the plan had failed. He took a few steps back. Before he could turn and run, Chrysalis jumped in front of him, swinging her claw and stopping just inches from his face.

The sheriff fell back, looking terrified. Chrysalis laughed. She pulled the claw back and pushed it forward again and again, freaking out the mud pony each time.

“Ha! Ha! Look, I’m not touching you! I’m not touching you! I’m not touching you!”

The Sheriff shook, looking like he was about to have a heart attack.

A train whistle suddenly caught Chrysalis’s attention. She looked into the distance at the train station, then turned back to the sheriff with a wicked grin on her face. “Oh, you naughty little dirt pony, trying to get some refugees away from me.”

“D-D-D-D-Don’t you dare hurt them!” he said, trying to sound brave.

“Oh, I won’t. I actually need them alive right now. They’re going to deliver a message for me.” Her magic enveloped around his neck, lifting him up. “And you’re actually going to be good for something for once, and help me.”

In seconds they were at the side of the train, just as it was beginning to move. The occupants inside screamed in terror as their sheriff was thrown to the ground.

“Tell your princess that this will soon be the fate of every pony in the world, including yours!” And she tapped the sheriff, turning him to gold.

There were screams as the train pulled away. Chrysalis laughed, and laughed, and laughed.

Then, eventually, she had to stop laughing. It would be a while before the Royal Guards arrived. She needed to pick which bodies she wanted to display, and which she wanted to just throw on the pile.

Twilight continued to read her books. By this time, Spike had fallen asleep at her side, his head resting on her, a Power Ponies comic draped to the side. She had wrapped him in a blanket before going on.

As she scanned yet another line, she heard him speak.

“No... no, Twilight, no...”

Twilight’s ears perked as she turned to her sleeping charge. The little dragon was shifting a bit, an unhappy look on his face.

“Spike?” she said, pushing against his head with her muzzle.

“No, Twilight! Twilight!”

“Spike? Spike?” She jostled him harder. “Spike, wake up!”

The dragon suddenly started, his eyes opening in surprise as a frightened cry escaped his mouth. He looked around, trying to get his bearing straight, before locking eyes with Twilight.

“Twilight, wha...”

“You were having a nightmare, Spike. You were crying in your sleep. What were you...”

Twilight was cut off when a pair of tiny arms wrapped around her neck and Spike pressed his face into her mane. He babbled so quickly that Twilight could hardly understand him.

“I...bad... you...”

Twilight shifted so she could wrap her forelegs around him. “Come on, deep breaths. Slow down, and tell me what you say.”

There were a few more breaths, but nothing came of it.

“Spike, it was only a bad dream. Only a bad dream.”

Finally, Spike called down enough to pull away and look at Twilight. He hadn’t cried too hard, amazingly enough, but there were still tears in his eyes.

“I... I dreamed Chrysalis got you. She... she killed you. I...”

Twilight kissed him on the forehead. “It’s alright, Spike. I’m still here. I’m still alive. I’m not going anywhere.”

“But... but what if Chrysalis gets you?”

“She won’t, I promise. I’m going to be here for you until I’m old and gray. No half-baked queen is going to get me.”

“You promise?”

“I promise.”

The head of the Changeling army was ready to quit. Commander Cocoon hadn’t been paid or... really anything in months. The fact that Chrysalis had gone off on her latest plan alone had really been the last straw.

He was just brooding in his office when the royal brat entered, levitating a black bottle in her magic. Seeing her, he could not have disapproved more. Chrysalis may have been a fool, but at least she was a strong warrior. This shrimp could barely be called half a Changeling.

“What do you want, squirt?”

Pupa gulped. She actually gulped, the little worm. Then, shaking, she levitated the black bottle to him. “Her M-Majesty wishes to gift you this bottle of vodka for your...”

Cocoon took the bottle, popped the cork, and began chugging it down. It didn’t matter why he was being gifted it, alcohol was alcohol, and anyone having to deal with Chrysalis would end up downing it by the bottleful. In fact, soberness was considered something of a curse among Changelings in the army.

Once he was finished, he tossed the empty bottle back at Pupa. She ducked as the container sailed over her head, bouncing on the golden floor.

“There. Now get out of here, I’m busy.”

Pupa stood up tall. “No. Now that you’ve had your drink, y-you’re going to get your l-lazy abdomen up and rally your troops. We have conquering to do.”

Cocoon looked at the princess like she had just sprouted an extra head. Then he burst out laughing, falling on his desk out of necessity.

“Oh, oh that’s funny. I’m going to be laughing while I kick the mucus out of you for being so stupid.”

At that, Pupa’s horn lit up. Almost immediately Cocoon glowed a bright red, and he twisted back, convulsing in pain. He let out a yell that carried throughout the now golden castle. Falling to the floor, he winced and moaned until Pupa’s horn stopped glowing, and he lay there, panting.

“S-See? I laced that alcohol with a potion that reacts only to my magic. Now, if you even think about disobeying me, I’ll activate it and k-k-k-kill you. And don’t even think of t-t-trying to kill me. If I go, the potion will automatically go off. Y-You got that?”

Cocoon could only moan while looking at Pupa with fear in his eyes. She decided to take that as a yes.

“Good. Now kiss my hooves!”

Cocoon dragged himself along the floor and kissed Pupa’s front hoof. The little Changeling basked in the attention.

“Ooo, this is sooo great! No wonder Mom does it.” And she repeatedly kicked the Commander over and over.

Chapter 3

Twilight had ended up falling asleep at her desk. Spike had nudged her awake, and she had agreed to go to bed. It was from between those sheets that she was awoken by an emergency messenger. It was for her to report to Canterlot at once. Five words were all that were needed to convey the urgency. Chrysalis has made her move.

So, she woke Starlight and Spike, and the trio loaded into the royal chariot, munching on some breakfast sandwiches Spike had heated up.

Despite the early hour, the three of them were wide awake. Twilight and Spike had seen first hand how dangerous Chrysalis was, and Starlight knew anything that got them this worried was a problem.

For the first twenty minutes of the flight, they told her about what happened at Shining Armor and Cadance’s wedding. This resulted in a lot of questions, surprisingly not about Chrysalis but about how friendships could survive such ordeals. Twilight then split her brain in two, one half dealing with Chrysalis and the other putting together Starlight’s next lesson.

After telling her about the alternate timeline where Chrysalis ruled, Starlight finally spoke up. “Okay, why are you so worried? It sounds like you’ve gotten her plenty of times before.”

“It was always by the skin of our teeth,” Twilight said. “It might seem easy to dismiss them when you’re not a part of their plans.”

“And, you know, for shape-shifters, they don’t seem to use their shape-shifting that much,” Starlight noted. “From everything you’ve told me, the only time they used it to any sort of advantage was during the Wedding, and even that was just the Queen, instead of, you know, sneaking her entire army in.”

“Yeah, Chrysalis isn’t as clever as she likes to think,” Twilight said. “But she is strong, and we need to be careful.”

The palace wasn’t far away, so Starlight had time for one last question. “Why did you bring me along?”

“With Chrysalis making her move, she’s likely going to come after me, and that means attacking my castle. The safest thing for you is to be far away.”

“But then why don’t you have your castle guarded? Surely the Royal Guards can help you fight them off...”

Starlight trailed off as Spike and Twilight fell to the sides of the cart, laughing. Starlight blinked. “But... why are you laughing?”

Twilight managed to stand up straight. “Okay, you did do your research when you were still after me, right? Have you actually checked up on the Guard’s track record?”

“Of course! They fought Nightmare Moon... and lost. They fought Discord... and lost. They fought the Changelings... and lost, despite being prepared. They were on the lookout for me... and I still got into your...” Starlight’s eyes went wide. “Oh my...”

“That’s what happens when centuries worth of peace ends so abruptly. The guards were so used to being ceremonial and acting like a fancy police force that they’re completely unprepared for any serious threats like they were hundreds of years ago. They’ve had to completely overhaul the training process, and even then they’re still pretty bad.”

“Remember when Rarity told us that that old Wonderbolt managed to distract them with cake?” Spike said, between laughs.

Starlight could just blink. “So, the Guards are useless?”

“Well, we were conquered in every timeline you messed with, so yes, yes they are.” Twilight looked at Canterlot closing in. “They’re getting better, though, and we’re hoping to get them in shape before the common pony notices.”

The chariot landed on the balcony of the castle, with Celestia waiting. Twilight and Spike rushed to greet her, but Starlight stood frozen in the chariot. Her last meeting with Celestia hadn’t been the best, especially after standing her up. And while she had chastised Twilight for how she handled things that night, she was far harsher with Starlight, reminding her that trust was something earned, especially a pony in her position, and she should not act like she deserved free reign yet.

Still, after hugging Twilight, Celestia looked at her. “Starlight? Why are you staying there? Come.”

Still nervous, Starlight still approached the Princess, and was swept up in a hug under one wing.

“You’re not still mad?”

“Starlight, the path to being a better pony involves messing up sometimes. Even I make mistakes. Twilight has said you’ve been more loyal in her letters, so I will not hold it against you.”

Starlight smiled. Before she could give her thanks, Celestia spoke again. “No time for any further pleasantries. I think you need to know what we’re up against. The other members of the Friendship Council should be on their way. You need to know what we found out about Chrysalis.”

“What is it? Has Chrysalis gotten a new weapon? Has she devised some evil magic?”

“Yes, it’s one of those.”

...

“Um, Princess, this really isn’t the time to be cryptic...”

“I’m not being cryptic,” Celestia said. “Really, not this time. We don’t know what caused Chrysalis to get her mutation, but somehow she’s able to turn anything she touches into gold.”

“To gold?” Twilight repeated, as if she didn’t believe she heard Celestia correctly.

“Yes. A whole trainful of refugees is on their way from Appleloosa to here as we speak. I received a magically sent message just hours ago. We need to be ready to move as soon as possible.”

“Where in Equestria could she have gotten this from?” Starlight asked.

“I honestly don’t know. I’ve never heard of anything like it. I have my best scholars looking through the records and... Twilight?”

Twilight jumped at the mention of her name. “Oh, I’m sorry, Princess. I didn’t mean to space out. It’s just... I could have sworn I’ve heard about that somewhere before. But I can’t remember where.”

“Well, I hope you remember soon. He took out nearly an entire city.”

“Wait... you said Appleloosa right?” Twilight tensed up in fear. “Then... Braeburn... and all the other Apples in the area. Does that mean that they’re...”

“Braeburn is among the casualties, I’m afraid,” Celestia nodded slowly. “Unless this magic can be reversed. We still have no clue what kind of enchantment it is.”

“And the Buffalo?” Twilight asked, all while her mind was racing. How would Applejack take the news?

“They took a hit as well. Some of their old and sick are on the train, and I believe some of their warriors have fallen back to regroup.”

“Maybe I should be going down their to look at the books...”

“If we had more time, I’d say yes. But this is time-sensitive, and you’re too powerful to be held back. As soon as you’ve interviewed the refugees, I want you ready to move. All four princesses, Shining Armor, and the other members of the Friendship Council. Even Starlight, unless you think she’s more useful behind a desk.”

Twilight considered for a moment before turning to her student. “What do you think?”

Starlight nodded. “I want to be in the field.”

“Then let's get moving. Who knows what Chrysalis is up to right now.”

“Let’s see,” she said, moving from statue to statue. “No, too wimpy... no, too big. Ugh, like having a savage corpse on display is anything to brag about... Sweet Goddess, is that one wetting itself? Ugh. Can’t any of these ponies have the decency to die in any good poses?”

The Queen of the Changelings sighed in frustration. So the test run of her new appendage had been a success, it still left her feeling empty with everything.

She thought about another town she could ravage before Celestia came for her. There was another dirt town called Dodge Junction not too far away. It would be fun to terrorize them a bit. Or maybe she could go chase down some more savages.

A growl from her stomach interrupted her. She pressed her normal front hoof to her stomach out of reflex. What was this?

It suddenly occurred to her that she hadn’t eaten all day. She had gotten a bite of love or two from that orphan in her pantry, but that had been it. Had she really gone that long without feeding.

“Beh, I’ll deal with it later,” she muttered, returning to her work. It was after several more failed statues that she finally got bored with the task at hoof.

She pawed the ground. What was taking Celestia and the others so long to respond? She would send Twilight Sparkle after her, and she could finally turn that nuisance into a gold statue. Oh sure, she might send those useless hunks of meat after her first, but that just meant more gold.

She sighed, looking at her prized appendage again. It was looking so shiny and big, a prize worthy of het. It seemed to be getting more luxurious with every passing second.

She stopped and looked. It was changing. It seemed to be slightly bigger, now almost reaching her knee when retracted. And it seemed to be getting bigger around.

“...Cool! The gift that keeps on getting better!”

Euphoria only lasted a few moments, and then she felt bored again. She tried to go back to finding the perfect decorations, but she found she simply couldn’t get into her current task anymore.

She eventually flew off to Dodge Junction. At least she could have a little fun while she waited.

Pupa held up her binoculars, looking down at the city of Manehattan. As she surveyed the area, taking note of the layout, Cocoon spoke.

“Um... excuse me, Your Highness,” he said, trying to sound as polite as possible. “But... I don’t think we have enough in numbers to overwhelm a population this big. No matter how quickly we rush them, they won’t fall.”

Pupa just looked at the commander. “Why do you think we’re just going to rush them? Don’t you know any military strategy at all?”

Cocoon blinked. “What?”

“I’ve already sent in Changelings to capture the mayor, the chief of police, the head of the fire department, and a few other key officials and replace them. We’ll use their authority to trap the entire police force and rescue forces somewhere, put guards around all the hospitals, and royally mess with the public transportation. Then, when the entire city’s in chaos, we swoop in and take over.”

“...Wait... we’re actually using our shapeshifting to invade? You know, intelligently?”

Pupa tilted her head. “...Yes?”

Tears filled the old Changeling’s eyes. He got down on his knees and kissed her little hooves. “You sweet, magnificent child. You gift from the Goddess!”

“...Mom’s really that bad, huh?”

In response, he pointed to a large scar across his side. “Let me put it this way: this isn’t from an enemy combatant.”

Pupa winced. “I’m starting to see why everyling was leaving.”

“You have no idea. I told her during the Secretariat comet that we could take Canterlot during the siege, but I was ignored. During the siege of Canterlot, I told her we should sneak more Changelings in, and I was ignored. I said we should have replaced Twilight Sparkle, and I was ignored. She takes none of my advice, and she hardly ever uses our Goddess-given abilities.”

“Then.. why don’t you just rise up against her?”

“Why haven’t you beaten up all those bullies who beat you up in school?”

“...I see your point.” Pupa returned her gaze to the city below. There was a moment of silence before Cocoon spoke.

“Even if you aren’t planning on rushing in, are you sure it’s a good idea to attack such a major city first? I can understand it after we got some brainwashed pony soldiers, but here?”

“The guards will no doubt be busy with my mother,” Pupa said. “Celestia will likely focus most of her efforts on her. And the rest is weighing risk with reward. We might need to be careful, but if we succeed, we’ll not only have a sizeable army the ponies will be reluctant to attack, but we’ll have a major economic structure.”

“...Are you sure you’re Chrysalis’s daughter? I didn’t think any spawn of hers would be so... intelligent.”

“Yes I am.” Pupa shuddered. “Trust me... I’ve seen the birth video.”

Applejack had to practically be tied down to stop her from running off to Appleloosa and bucking Chrysalis across the face. Braeburn might have lived a good distance away, but an Apple was an Apple, and any attack on the family was dealt with swiftly.

Even now, pressed between Rainbow Dash and Pinkie in an effort to calm her down, she was a struggle. The other looked on, not sure what to say, until Twilight stepped forward.

“Applejack, I know you’re worried, but we need to stay focused. If we’re not careful, we’ll just end turned to gold like them.”

“You can fix it, right?” Applejack said. She had stopped crying, but her eyes were still red. “You can turn ‘em back to normal.”

“I don’t know if I can...”

“But yer the Princess of pullin’ random spells out of yer flank!”

“Uh, thanks, I think,” Twilight said. “But I haven’t even had a chance to analyze anypony yet. Right now, we need to focus on defeating Chrysalis. You have other family that needs your help.”

Applejack grit her teeth, but nodded. “Okay, so what’s the plan?”

At that, Shining Armor spoke up. “We’re rallying the guards together to stand guard at the castle. If nothing else, their presence will calm the populace down.”

Celestia stepped forward. “And we’ll be traveling there ourselves. Four alicorns, Rainbow Power, the Captain of the Guard, and a skilled Unicorn apprentice should be more than enough to take Chrysalis down, even with her new power.”

“That is, if we’re careful,” Twilight said. “Don’t just go in and muscle it. You hear me, Rainbow Dash?”

The Pegasus brushed off. “Yeah, yeah, I’ll keep it cool.”

“Good. Strategy in battle is very important.”

Starlight rolled her eyes. “This coming from the mare that just charged me at every time loop?”

“What was that?”

“Nothing!” Starlight said quickly. “Just thinking out loud.”

“Good. Now then, we better get moving.”

Dodge Junction was even easier than Appleloosa. Maybe because this time there were no Buffalo helping the townsponies out, maybe because she actually just attacked, instead of giving them fair warning.

She kept three ponies alive and brainwashed them, mostly to shut up her stomach, which was crying for love. She ate the results quick, then told them to wait in the cherry trees for further instructions. Seriously, did ponies just divide towns up by food?

Seriously, what was taking them so long? Maybe she should have brought Pupa down. At least then she could be making an attempt to turn her into a worthwhile Princess, and it might even shut her noise-hole for a while. However, she quickly shook her head. It’s not like the disappointment could actually do anything worthwhile.

“Here you are, Pupa,” the former mayor of Manehattan said, levitating a glass of crystal water to her. The young princess took it and sat back, her hind hooves propped up on the desk, sipping her prize.

“Thank you, pet. Now, I’m full of love, go stand in the corner and be quiet.”

The brainwashed mayor obeyed, sitting in the corner of what was once his office like he was a naughty foal.

Pupa sipped her water, reaching down and petting her orphan pony. She really should bother to give it a name. Eh, maybe later.

There was a tap on the door. Pupa sighed, setting down her glass. “Who is it?”

“Commander Cocoon, ma’am. May I enter?”

“Yes you may,” she said, not even bothering to get into a more regal position before the official entered.

Cocoon bowed. “Your Highness, we have the last of the ponies rounded up. We are beginning the process on the second batch. We should have the population brainwashed in a matter of hours.”

“I see. Any risk of news of our conquest escaping into the other cities?”

“I’m afraid so, Your Highness. We were careful, but Manehattan is a large city, and there are so many variables that even if we had better numbers we couldn’t possibly account for them all.”

Pupa nodded. “Then I want us ready to go as soon as we have sufficient numbers. How long will it take to convert enough ponies?”

“I’d say about 12 hours, but they’ll need some sufficient time to rest before they’ll be at full strength. If... if I may make a suggestion...”

The nervousness that crossed Cocoon’s features was unmistakable. Pupa guessed her mother had little tolerance for others pointing out when she was being stupid. “Proceed, commander.”

“It would be wise if we waited a full twenty-four hours from now to move on, eighteen at the least. An army won’t do us much good if they collapse after fifty miles.”

Pupa pretended to think, but in reality she had already decided to listen to the one with experience. Her mother never did, and look what happened to her. “Very well commander, but I want us ready to go on the dot.”

“Yes, Your Highness... oh my, is that cognac?”

Pupa looked where Cocoon pointed, at some strange bottles on a stand at the other end of the room. “Is that what it is? I tried some, it was nasty.”

“It’s an acquired taste, Highness,” he said, levitating a bottle up. “And it’s quite right you drink. This is the best victory the Changelings have had in some time.”

“My mother really is that bad, isn’t she?” Pupa asked as Cocoon undid the cap.

“Well, I do not wish to insult Her Majesty... I mean, anymore than I already have, but you’ve shown far more tactical strategy than she ever did.” He tilted his head back, drinking straight from the bottle, much to Pupa’s disgust.

“My mom never even bothered to teach me,” Pupa muttered.

“That’s pretty clear,” Cocoon said.

“All my mother did was ignore me... insult me... steal my bug tarts... kill that dog I found and put its head in my bed because she thought it would be funny... and...”

She grabbed the bottle from Cocoon and began downing it.

“...Should a kid your age be drinking that much?”

“I don’t care right now,” Pupa said, her words already slurred.

Cocoon still wrestled the bottle away. “You really shouldn’t be drinking that anyway...”

“Why you!” Pupa yelled, lighting her horn.

Cocoon flinched... and nothing happened.

“What? It wore off already?” she slurred. She tried wrestling the bottle away again, not realizing the disadvantage she had. “Mine! Mine! Mine!”

Cocoon eventually wrestled the bottle away. She pushed Pupa back on the chair. “Your Highness, it would be inappropriate for you to inebriate yourself at this point!”

“You’re drinking!”

“I have a high tolerance. Believe me, when dealing with your mother, sobriety is a curse. You have zero tolerance, so for your own good, I’m stopping you.”

Pupa shrieked and wailed. But she eventually just pouted. Seeing her calm, Cocoon set the bottle down and picked her up, placing her on his back. Pupa, still tipsy from her drink, ended up laying there peacefully.

Cocoon carried her up to the mayor’s bedroom. He placed her on the bed and placed the covers over her.

“Uh... wait... why are you doin’ this?” Pupa slurred.

“Because you need to rest, get the alcohol out of your system.”

“No, no... why are you still helping me? You don’t have to now...”

“You’ve proven your skill,” Cocoon said. “And you're the best bet of getting your mother to see reason. Now please, rest up, Your Highness.”

Pupa looked at Cocoon. Then, something crazy occurred to her. She tried feeding off of him.

She tasted something. Was it love? No... no, it was respect. Respect, not love. And not the respect of an equal, but the respect of a teacher who saw a student with great potential.

It still tasted better than most of the emotions she had tasted before.

She just let her head hit the pillow. She was feeling dizzy, and perhaps Cocoon was right. She just needed to lay down a bit...

Pupa was asleep fairly quickly. Cocoon stood and looked at her for a few moments. Then he walked out.

In the hallway, he stopped to consider his next move. Part of him was still angry with Pupa and the stunt she had pulled. But he wasn’t lying when he said that she was the best bet in getting rid of Chrysalis’s idiocy.

All that was needed was a little molding. That’s all. He needed to be a teacher, and a teacher only.

But he had felt Pupa search for affection. She might have been just curious, but it might be something more serious. He knew how starved the little princess was for real affection. Even if she didn’t want it yet...

He walked to the barracks. He had to worry about that later. Right now, it was best for the Changeling Empire that this invasion go off without a hitch.

Chrysalis sighed as the latest Buffalo turned to gold. It wasn’t any good. These savages were too stupid to fear, and kept dying without begging for mercy. And even if they were weeping and wailing, it was trivial compared to what she was looking forward to.

“Ugh. It figures. Those ponies can never foil my plans fast enough, but now that I need them here, they take their sweet time. But Celestia’s stuffing her muzzle with cake. A flank doesn’t get that big from salad.”

Chrysalis’s ears perked up. She looked around. Did she hear something?

“Sister, keep quiet,” Luna said, clamping her muzzle down. “It doesn’t matter what she thinks, just keep it down.”

Celestia fumed, but nodded.

“...Besides, I told you so...”

Celestia tried cursing through her sister’s grip again.

Twilight monitored Chrysalis through her binoculars. “She won’t stay distracted much longer. Is everypony in place?”

“I think so,” Spike said. “I hope this works...”

“It will. We just need to be careful.”

Twilight looked through her binoculars again. She looked into the sky and saw Rainbow Dash, far in the air, giving the signal.

“Spike, head back.”

“Twilight...”

“No buts, Spike. This is going to be dangerous.”

Spike sighed, but gave Twilight a quick hug before running off.

“Alright, let’s do this.”

Chrysalis kicked another pebble. She was bored, bored, bored, bored, bored. She needed something to do, something fun. Why hadn’t Celestia...

At that point, Chrysalis was struck by a burst of magic. But it wasn’t the kind that Unicorns usually fired. It was the combined magic of four Alicorns, all converged into one beam.

It hurt. A lot.

She screamed in pain as she went sliding across the sand, the grains roughing up her skin. It froze her in shock for a while, long enough for her enemies to move into place.

Before she realized it, there was a shield spell around her. She recognized it as Shining Armor’s. She then realized that the princesses of Equestria were all present, along with Twilight Sparkle’s friends, all powered up in their sickeningly colorful rainbow powers.

She began banging and thrashing against the shield. Shining Armor flinched with every shot, but held firm.

Then the shots came. Celestia, Luna, and Cadance all firing at once. Twilight Sparkle and her friends beaming down on her with Rainbow Power. Some random Unicorn firing shots at her. It all went through the barrier like a hot knife through butter, all while she couldn’t get out.

But she tried. She thrashed and banged against the shield, trying desperately to get out.

In the end, she succeeded. Shining Armor was a strong and very capable pony, but he was still mortal. She was ageless, she had the powers of Terra running through her, and she was in an immense amount of pain.

She burst out. Her attackers were caught off guard and halted their attack for a split second.

It was good luck for her, and bad luck for her enemies, that she stumbled right into Luna, her claw touching her barrel.

Luna let out a scream of pain. This was one that pierced the high heavens. Never before had Chrysalis heard one like it.

Celestia had body checked her almost immediately. She grabbed Luna and shook her.

“Luna! Luna! Fight it!”

But it was no good. The gold was slowly covering her body. Celestia tried casting every counterspell she had ever known, to no avail. Seeing her distracted, Chrysalis tried touching her as well. Twilight Sparkle blasted her.

Luna let out one final cry as her head turned to gold.

“Luna... Luna...” Celestia cried.

“Aw, don’t worry,” Chrysalis snarled as she blocked Twilight’s next attack. “She’ll be perfectly at home as a trophy in my...”

In retrospect, Chrysalis realized it was kind of stupid provoking Celestia then. Terra would correct her, saying incredibly stupid. After all, Celestia was the single most powerful non-holy being on Equestria, and Chrysalis had as good as killed her sister. Her sister she had recently gotten back after a thousand years of exile.

The only other time Celestia had been as angry was when she had realized the Changeling Queen had tricked her into abandoning her student. And that time, she had been careful enough not to hurt anypony else in that wedding hall.

There was no restriction here.

A wall of fire blasted into her. If Chrysalis weren’t immortal, she would have feared for her life. The pain was immense, causing Chrysalis to fly in a blind panic. She managed to escape the flames, only to be struck by a solar beam. And another. And another.

Putting a shield up managed to make it hold, but it still resulted in her being pushed back. The strikes kept coming, again and again, the shield trembling more and more. She needed to touch Celestia, but unfortunately for her the Sun Princess had enough sense even in her rage to keep her distance.

She needed a new tactic. Fortunately, she had one. After another blow hit the shield, she summoned another spell, allowed the barrier to drop, and then let loose.

She was struck, but the spell had worked. A green mist radiated from around her, blanketing the battlefield in green mist.

She immediately moved, ignoring her fatigue. She sailed through the mist, hearing Celestia fire blind shots. She also heard Twilight yell instructions to spread out and find her.

They couldn’t see her. But she could see them. The mist meant nothing to her.

Chrysalis found herself right under Twilight Sparkle. She thought about striking, but for once her common sense outweighed her thirst for revenge. Celestia was the biggest threat, and killing Twilight would only anger her further.

Besides, killing Celestia first would make her suffer.

She moved quickly, eventually finding herself next to Celestia.

In her rage, the Princess of the Sun never saw it coming. The gold touched her stomach, causing her to begin turning.

Chrysalis laughed, and got a solar beam to the face for her troubles, knocking her to the ground. Celestia was refusing to go down without a fight. Luckily for Chrysalis, that one shot was the only good one Celestia got on as her body turned to gold.

Chrysalis tried to get up, but unlike the last time, the other ponies did not stay silent in shock. She found herself pinned, Twilight Sparkle’s magic keeping her down. She struggled against her bonds, trying to escape. When she saw the hated one come forward, she tried firing at her.

This turned out to be a mistake. She realized that while Twilight was the one holding her down, she was also acting as a distraction.

Shining Armor came down on her, his sword digging into her foreleg, the same one that held her beloved golden claw. Being a direct product of Terra, it was harder to cut into her than Shining Armor expected. Still, the Unicorn kept hacking away. Chrysalis was powerful, but even she had her limits.

It influenced Chrysalis’s decision to try something most desperate.

She unleashed all her magic in a radius wide blast.

The Queen of the Changelings had some immunity to Changeling magic, but feeling the wave still hurt. Still, it did its job. Twilight had either gotten hit or was forced to focus her magic on a shield, but either way Chrysalis was free. Shining Armor had to have been blown back, likely not dead, given that he had a rather impressive magic reserve, even if it paled in comparison to his sisters, but likely badly hurt.

She thought about trying to attach Twilight, but knew it would end badly. It was time to retreat.

She turned and flew.

At first, Chrysalis thought this had backfired, as Twilight’s friends were in this direction, still powered up in that sickeningly sweet rainbow form. Seriously, who in Tartarus thought that looked good? It was so gaudy.

Then she saw Cadance was in her path.

She moved fast, faster than she had moved in a long time, her speed made all the faster by the fact that the others were making a move to attack her. She flew right at the pink Alicorn, and before she could get out of the way, the golden claw struck her.

She didn’t wait to enjoy it this time. She ran. She ran, and ran, and ran.

Eventually, she dared looked back.

Twilight was coming. Her eyes were burning with anger. Chrysalis had always hated Twilight Sparkle, but this was the first time she feared her.

She gather all her strength and teleported.

Twilight looked around, scanning the horizon. Where was she? Where was she?

She exploded with rage, her magic going everywhere. There was no way to track her.

Eventually she turned and flew back toward the group. She had to get there quickly.

“Cadance! Cadance!” she cried, flying toward her sister in law. “Cadance, you have to fight it, you have to...”

Twilight grinded to a halt. Cadance was fine.

“She touched my torc,” Cadance said. She was shaking, still shook up by her brush with death, but she was fine. “She didn’t touch me.”

Indeed, her torc had a dent in it. Already golden, it had no other changes.

Twilight breathed a sigh of relief. Then she tensed up. “Shining Armor, Luna... Celestia!”

The youngest princess turned and ran toward where she had seen her brother fall.

As it turned out, Shining Armor had gotten his shield up in time, so he wasn’t burned. He had been rattled around, and was moaning on the ground.

“Shiny! Are you okay?” Cadance cried.

“Uh... I think something’s broken,” he moaned. He tried to sit up, only to wince in pain. “Yes, yes, something’s definitely broken.”

Twilight carefully lifted him up, but Cadance took him soon after. His body was level by the time the others caught up, all powering down from their Rainbow forms.

“This... this is a disaster,” Starlight said. “Princess Celestia and Princess Luna... they’re gold!”

“Don’t worry,” Rainbow Dash said. “Before you became Twilight’s student, a pony named Sombra turned them to stone, and they were turned back just fine. They can recover from this... can’t they? They can, right Twilight?”

“I... I don’t know. Princess Celestia was casting spells even I had never heard of, and Princess Luna still transformed.”

“Then what do we do?” Applejack asked.

“We need to go after Chrysalis...” Cadance started to say.

“No,” Twilight said. “You need to go back to Canterlot. Once it’s discovered that Celestia and Luna are statues, there will be a panic. You need to be acting High Princess.”

“I... you’re right,” she said. “I lost my head for a moment.”

“Starlight,” Twilight said, causing her student to snap to attention. “I want you to help Princess Cadance carry Shining Armor home. Afterward, I have a special task for you.”

“Anything. What is it?”

“I want you to try and find two ponies named Sombra and Hope. Like Rainbow Dash said, they turned the Princesses into stone before. Maybe they can reverse this.”

Starlight nodded. “What about you? Where are you going to go?”

“We’re going to stop Chrysalis,” Twilight said.

“Aw, yeah,” Rainbow Dash said.

“Twilight, Darling, do you think that’s such a good idea?” Rarity asked. “Chrysalis beat us all last time...”

“Yes, but she’s weak now,” Twilight said. “She escaped, but she took a beating. That teleportation couldn’t have taken her far, and I doubt she can reach Changeling Territory in her condition. She’ll be lying low somewhere, licking her wounds. We need to find her before she gets back to full strength.”

“Then what are we waiting for?” Rainbow Dash asked. “Every second is another chance for Chrysalis to get more powerful!”

Chrysalis crawled her way through the desert. She had to get to a safe spot. Those ponies were right behind her. She needed to rest up. She could afford it. Three princesses down, one to go. The only one that mattered.

Twilight Sparkle... it was her fault she was like this. Why couldn’t she just roll over and die like any good stock? Why couldn’t anything ever go her way? Why couldn’t...

Then, much to her shock, something landed in front of her. She jumped, ready to fire, but stopped.

It was a Changeling. A Changeling wearing royal armor, so it couldn’t be a traitor. Who...

“Your Majesty, fret not. A litter is on the way.”

The Changeling Queen blinked. “What? But... how is that... how did you know I’d be here?”

“Your daughter ordered us to keep an eye on your battle and to help you out if anything went wrong.”

“What? That little brat thinks I can’t fight my own battles?”

“...You lost...”

“That’s not the point! Well, I guess it did work out,” she said, seeing the litter coming. “So you’ll take me back to the capital?”

“Her Highness ordered us to bring you to Fillydelphia.”

Chrysalis blinked. “Whay? Why?”

“It is the second major city to fall to her Highness’s campaign.”

Chrysalis looked like her soldier had just declared his undying love to Cerberus. “Wha? Bah? Wha?”

“Your Majesty, you stopped using real words.”

“...Pupa... actually conquered something?”

“Yes, that’s right. She had led a glorious campaign that...”

“Alright, this isn’t funny.”

The soldier blinked. “Come again?”

“This is a trick. Did Celestia send you? Luna? Or is this Twilight Sparkle? Because getting my hopes up is a cruel trick.”

“...Your Majesty, it’s no trick. Your daughter is a great leader.”

“This is a war crime, I’m pretty sure torturing is a war crime!”

“Your Majesty, you committed genocide...”

“But it’s cute when I do it!”

The litter landed. “Your Majesty, please. You need help, and the ponies aren’t far behind...”

Chrysalis considered. “Oh, why not? I’m in a cell either way.”

Pupa walked down the rows of captured ponies. The second invasion was a success, Fillydelphia had fallen. The conquest of Equestria was inevitable.

She loved the feel of carpet under her hooves as she marched into the mayor’s office, Commander Cocoon at her side and the orphan and the Mayor of Manehattan right behind her.

The Mayor of Fillydelphia was pinned by two Changelings, a third working her mind control magic on him. The Pegasus bucked and struggled, refusing to give in.

“Why isn’t he brainwashed yet?” Pupa demanded.

“He has an unusually high tolerance and a strong will, Your Highness,” the Changeling casting the spell said, momentarily pausing her work.

“Your Highness?” the Mayor said, looking amused despite his position. “This little runt is Chrysalis’s spawn?”

“I’m not a runt,” Pupa said.

“Could have fooled me. Hard to believe a little nothing like you came out of an immortal...”

“Stop,” she demanded, though it sounded pathetically shrill.

“I mean, seriously, I used to beat up twerps as small as you for lunch money.”

“Stop it,” Pupa cried, her voice raising a few octaves to her usual annoying shrill cries.

“Yeah, the best thing to use was the McNightMare Special!”

“”St... wait, that’s called the McChryssy Special!”

“No it’s not.”

“Yes it is! Momma invented it! She uses it all the time!”

“Do you expect me to believe the same Queen with a shapeshifting army that she uses just for rushing her enemies can honestly be clever enough to think that up?”

“N... actually, that’s a good point. But it’s the truth!”

“Sure it is. Though I guess it’s no surprise you’re trying to talk up your mother, given that it would be impossible to talk you up.”

“Hey! That’s mean! Stop it!”

“Well then, it won’t matter. Your mother was stopped, you’ll fall just as easily. No, you’ll fall even easier. A stiff breeze could do it.”

One of the Changelings holding him down kicked him in the stomach. “Don’t talk that way to your ruler.”

“No, I won’t,” Pupa yelled, apparently not having heard her soldier’s defense of her.

“Face it, if that mother of yours couldn’t defeat Equestria, you have no chance...”

“Stop it!”

“Twilight Sparkle will defeat you too, and you’ll be right in Tartarus with Tirek, Grogar, and eventually your mother...”

“Stop it!” Tears were in Pupa’s eyes.

“You little runt, you’ll amount to nothing, just like...”

“I... said... STOP IT!”

Pupa grabbed the first thing that looked serviceable with her magic, in this case, a paperweight on the desk, and smashed it into the side of the Mayor’s head. The pony, not expecting an attack from the small creature that was so painful, fell to the ground.

Pupa didn’t stop. She hit the Maror again, and again, and again. Blood was coating the paperweight by the time Cocoon stepped in, stopping the attack with his magic.

Pupa glared at the commander, but his level gaze prevented her from going any further. Instead, she turned back to the other soldiers. “Take him to get medical care.”

The soldiers saluted, a little shaken up by the princess’s actions, and carried the injured pony off.

As soon as the door closed, Pupa turned to Cocoon and screamed. “Why did you stop me? That pony disrespected me!”

“Well first off, the paperweight. That's all wrong. It is way too small. Not intimidating enough. When you beat a prisoner, use something that makes you look the part. A crowbar or iron bat works well. You need something that will break bone, not leave a gash.”

“...What about a sword?”

“That could work, but you need to be careful. You cut them in the wrong place, they die too quickly. Ponies, especially of the dirt variety, can survive more blunt trauma, especially with medical care.”

Pupa pulled out a small little commonplace book and took notes.

“And you disrespect yourself by allowing him to get to you,” Cocoon said simply.

Pupa looked up from her writing, shocked. She opened her mouth, but before she could yell again Cocoon picked her up and placed her on the office chair.

“Was I just supposed to let him?”

“Yes,” Cocoon said simply. “It doesn’t matter what any pony thinks of you, let alone one that’s already your slave. He would soon be another one of your pets, that would have been enough to show how empty his words are. By reacting to it, you’re only proving him right.”

Pupa glared. She tried to think of a way to argue with him, but came up blank. She settled for crossing her forelegs and pouting, while using her magic to write down what Cocoon said.

Cocoon sighed and placed a hoof on his princess’s head, ruffling her mane. “You have great potential, Your Highness. The only thing wrong is that your mother failed to nurture these talents properly. That leaves it up to me.”

Pupa stopped writing. “My mother... do you think she’ll be pleased?”

“Of course.”

“...do you think she’ll be pleased with me?”

At that, Cocoon was hesitant. “Yes... but not likely in the way you’re hoping.”

Pupa was no longer angry. She looked at the desk, still filled with the ex-mayor’s things. She saw a picture of the Pegasus with a smaller pony.

“The mayor was a father,” Pupa said.

“Indeed,” Cocoon said.

There was a silence. Then, Pupa suddenly jumped. “Ah... I’m feeling... I’m feeling...”

“Kind of bad for beating him?”

“Yes!” She grabbed the picture with her magic and put it in the garbage. “We have to be careful. We might see them as more than cattle.”

“See, this is why we advise the civilians to stay far away from other species. We can’t have them getting feelings for our prizes.”

Pupa nodded, tossing in a few more photos. She stopped at one, looking at it. "Aww, his daughter in an ice skater.”

Cocoon shuffled. “Princess, you need to stop looking at that...”

“She won the Regional Ice Skating Championship."

“Yes, well...

"Break her legs."

Cocoon blinked. “What?”

“Well, you’re right. I need to regain some face after losing it by beating the Mayor. So I figure if I ruin his daughter’s life, that’ll show him.”

Cocoon grinned. “That’s some good thinking, but it’s still a bit childish, especially since you’ll be wasting good cattle. If I may make a suggestion?”

“Yes, you may.”

“Why not brainwash his daughter, then threaten to make her walk off a building unless he becomes your slave, completely mind-control-free? You’ll break him in spirit and still have a usable slave out of the deal.”

Pupa smiled. “You’re brilliant!”

“I try,” Cocoon said. “Especially when I have such a lovely little princess to serve.”

Pupa flushed as Cocoon tussled her mane. “Aww.” Then, she got serious. “I don’t suppose you can have the troops ready to march again in another twenty-four hours? We need to move on to Baltimare. Hopefully we can conquer the entire eastern seaboard before the ponies actually give us any real resistance.”

“I think two full days will be needed. We’re already running the troops thin, and we don’t know how much longer your mother can keep the Princesses occupied. We need to get entrenched.”

Pupa groaned, but nodded. “Fine. Let’s just hope...”

Suddenly, there was a knock at the door. Cocoon turned. “State your business.”

“Messenger with urgent news.”

Cocoon looked at Pupa for confirmation. The young princess was confused as to why he would, but she nodded.

“Come in,” Cocoon ordered.

The messenger came in. “Your Highness, the battle between your mother and the princesses is over. We have sent a litter to get her, as she was weakened.”

Suddenly Pupa felt nervous. “Momm... Mom’s coming here?”

“Yes ma’am,” the messenger answered.

Suddenly Pupa was having trouble breathing. She felt her lungs heave. All her doubts and insecurities were popping back up. It was like she was about to take a test she hadn’t studied for.

A hoof on her back steadied her. Cocoon was at her side, calmly stroking her back. He turned to the messenger. “Were any of the princesses turned?”

“Celestia and Luna were turned, and Shining Armor was badly damaged. Her Majesty almost got Cadance, but she hit her torc instead of her skin.”

He nodded. “Very well, you’re dismissed.”

The messenger bowed and walked out.

There was a moment of silence before Cocoon turned back to Pupa. “You know, you really can’t allow yourself to go to pieces like that. You need to earn your subjects’ respect.”

Pupa didn’t respond. She was drawing her hoof across the desk, feeling nervous. “She’s coming here. Do you think she’ll be impressed?”

Cocoon hesitated only a moment. “Well, yes. But I wouldn’t expect any gratitude or praise. She’ll likely just order you to get back to work.”

Cocoon waited for a response. An objection, a denial, or just a breakdown.

“I wish you had asked for an ETA on her arrival.”

There was an uncomfortable silence. Pupa gathered up the remaining family photos and tossed them out the window.

“The best advice I can give you is to stand tall and with pride. This was your victory, even if your mother won’t praise it. Remember, you’ve proven your worth, at least to me, and I hope yourself.”

There was another silence. Cocoon thought about excusing himself to oversee his troops, but he pushed that thought down. His soldiers could conduct themselves in his absence, and he didn’t want to leave the princess’s side.

Finally, the door was practically kicked open, and Chrysalis limped in.

“H-hello, momma.”

Chrysalis stopped and narrowed her eyes at her daughter. “You did all this?”

Pupa nodded slowly.

“Huh. So you are good for something after all.” With her magic, she plucked Pupa from the seat and sat her on the ground while she took the Mayor’s seat for herself. “Who’d have thought all those nerd smarts would have been good for something?”

Pupa winced. Cocoon bit his tongue.

“How’d you even take control of the army anyway?”

Pupa gulped. “Well, I used a pain potion on Cocoon and forced him to lead the army.”

Chrysalis widened her eyes in surprise. He looked at Cocoon. “Is this true?”

The commander, feeling a little embarrassed that a hatchling outwitted him, flushed. “Um, yes, Your Majesty.”

Chrysalis blinked. Then she hit the floor laughing. “You... you got tricked... by a hatchling! Ha! Ha! Ha! Ha! Ha!”

Cocoon fumed, and before his self preservation could kick in, he spoke up. “A hatchling that has accomplished more to conquer Equestria than you ever have!”

Chrysalis stopped and turned to her commander, glaring daggers.

Cocoon, figuring he had nothing to lose, went on. “It’s true, your little hatchling has a better understanding of military strategy than you, and you have a millennium’s head start. What do you have to say about that?”

Chrysalis paused, then shrugged. “Meh, I guess weaklings need to compensate somehow.”

Pupa felt tears prick her eyes, but she forced them back. Cocoon looked indignant, but before he could speak up Chrysalis pushed on.

“Well, this is some good news either way. We have two cities and there’s nothing the ponies can do about it. Twilight’s going to be running around like a chicken with her head cut off trying to soothe the population now that she’s the last princess left.”

“Your Majesty, Princess Cadance is still active.”

Chrysalis arched an eyebrow. “No, I got Cadance...”

“Your Majesty, you got her torc. She still lives. Our spies confirm it.”

Chrysalis looked at Cocoon, clearly hoping to get some confirmation that he was wrong. When he just shook his head, she panicked. “What? But... well, no matter. I still got the biggest two. Cadance doesn’t do much but sit there and look pretty.”

“Didn’t she cast you out in Canterlot?” Pupa asked.

“No, she powered up Shining Armor’s shield spell and hit me in the face with it.” She huffed. “On her own, she’s useless. Shining Armor got roughed up enough that she shouldn’t be a problem. But there’s Twilight... she’ll undoubtedly come after me. If only I had gotten one of her friends, she couldn’t do that stupid rainbow thing...”

Cocoon nudged Pupa. Swallowing, the princess spoke up. “Um... maybe we can send a squad to kidnap one of them?”

“Oh really? Who? That entire squad is filled with ponies that can take out dozens of Changelings at once. Except maybe Fluttershy, but she’s good at hiding.”

“Well... maybe we go after Spike.”

Chrysalis blinked. “The dragon? And here I thought you were smart. He has no abilities that can harm us...”

“What about the fact that he’s Twilight’s adopted son?” Pupa asked, feeling some bravery entering her words. “Twilight will do anything to see him unharmed. We can demand she turn herself in.”

“Aww, that’s a clever plan.. Except I’ve already done it once before, and I doubt Twilight would be dumb enough to fall for the same. Seriously, think things through.”

Pupa winced at the comment, but she pressed on. “Well... can a Changeling morph into a baby dragon? Maybe we can replace him...”

Chrysalis actually seemed to consider this, but shook her head. “That might have been a good idea a few days ago, but now they’re going to be on high alert. Even not considering they’d catch on when he couldn’t breath fire, they’re bound to be doing Changeling checks left and right.”

“Well, maybe...”

“You’re annoying me. I just need to rest up before I try again. Meanwhile, you can take care of all the technical stuff.”

Pupa sighed. “Yes, Mommy.”

“Don’t call me ‘Mom’.”

Pupa flinched.

“...Why are you two just standing around? Get to work!”

Pupa turned and walked out as quickly as she could without running. She didn’t check to see if Cocoon was following. She just went.

She walked until she found a soldier. “Do you have a room ready for me?”

The soldier just nodded. He followed the unspoken command and lead Pupa to the room.

Once she got there, she ran onto the bed and began sobbing. She cried harder than she ever had before.

A hoof pressed on her back. Cocoon had followed her. Without a word, she held Pupa in his forelegs and let her cry herself out.

When she had quieted, he spoke. “I hope you understand now. Your mother’s only love is for herself.”

“But.. but I thought... I did everything right.”

“Yes, but it’s never enough. I have served her loyally for the last fifteen years, and I’m still an expendable pawn to her.”

“But... everything I’ve done.”

“She’ll reap the rewards, but she’ll never love you.” He wiped the tears from her face. “You don’t need her, though. Look at what you’ve accomplished. Chrysalis can take credit for it, in fact I know she will. And she’ll even believe it’s true. But you know what? She can’t take the knowledge from you that you did all this.”

Pupa smiled. She actually smiled.

“Now, I know what will cheer you up. I know where the mayor’s daughter is being held. Why don’t we go get her under that brainwashing, then use to to break her father?”

Pupa’s eyes lit up. “Really?”

“Really.”

Pupa hugged Cocoon. The commander rose and levitated the little princess on her back. Then the pair walked down the hall, eager to get back to work.

Chapter 4

As Chrysalis predicted, Canterlot was in near chaos.

Reports had hit that Celestia and Luna were down and that an army of Changelings had marched across the east coast. Canterlot was in an uproar, with half the nobles fleeing to the west coast.

It was a nightmare.

Luckily, Cadance manage to keep Twilight calm as they assured the citizens that Princess Celestia and Princess Luna would be okay, citing the incident with the plunder vines, where they were returned safely. This seemed to mollify everypony, at least for now.

While Cadance organized the Royal Guards, Twilight packed her bags, preparing for a longer fight. A Royal Chariot would take them to Baltimare, where they could sneak inside the city. Starlight was already gone, looking for Sombra and Hope. That just left one thing...

“Please let me come with you!”

“No, Spike, it’s dangerous!”

“Come on! I helped you fight off those Changelings that invaded Ponyville!”

“Those were just a small group. This is an entire army.”

“But Twilight...”

Twilight turned around and wrapped her charge in a hug. “Spike... Spike, I love you so much. I couldn’t bear it if anything happened to you. That’s why I’m keeping you here. You’ll be safe here.”

“But...”

“No buts. If you want to help, go catch up to Starlight and help her find Sombra and Hope, or help Cadance by being her assistant, but I’m not taking you out into the field. Period.”

Spike sighed. “Okay.”

Twilight paused, then hugged her charge. “Please stay here and be good, okay? If you do, I promise to take you to do something fun.”

“...Can we go to the Manehattan Comic-Con?”

“Sure. After this is all over.” She kissed him on the forehead. “You go help Cadance, I need to pack.”

Spike walked out, and Twilight returned to packing her bag.

Spike walked down the hallways, wondering what to do next. Then, he started to head toward the stables. He needed to find the chariot the group was taking.

Twilight returned to packing, only to be interrupted by a small giggle. Perking up her ears, she turned to see Cadance coming in.

“You look... better.”

“I’m sorry, but it’s sweet seeing you dote on him like that. And... it’s making me miss Flurry Heart.”

“I can’t blame you. But I’m sure your servants at the Crystal Empire can take good care of her. Lucky foal, being born into royalty.”

“Not all children are lucky that way. I can’t imagine Chrysalis’s child is happy.”

Twilight looked at her, shocked. “Chrysalis has a child?”

Cadance slapped her hoof over muzzle, having just realized what she let slip. Looking at Twilight, she knew the jig was up. “Yes. It’s a recent development, but she has a daughter.”

“Why wasn’t I told? Was I not important enough?” Twilight said, spreading her wings.

“No, no, Twily, it’s nothing like that. It’s... well, Celestia wants to keep you as distanced from any Changeling business as possible. I think she blames herself for Chrysalis having such an interest in you.”

“So she keeps me in the dark on something trying to kill me.”

“Not like that. Anything that could protect you, you know. But Aunt Celestia has fought Chrysalis for centuries. She knows how petty her grudges are, and how quick that she drops them when something else comes along. She’s hoping that some soldier becomes her new target and she forgets all about you.”

“...I’m going to be having a talk with her when she’s turned back. Now, what’s this about Chrysalis’s daughter?”

“She seems to only be twelve, and from what we can tell Chrysalis doesn’t care for her much, and widely considers her an embarrassment. We have no clue who the father is, only that she seems to have no involvement in anything Chrysalis does in anything of her schemes.”

Twilight could only sigh. “That poor kid. I can only imagine how miserable she is under someone like the Changeling Queen.”

The Changelings marched upon Baltimare with more difficulty than the others. The third major city to be crushed had advance warning to prepare. Sadly, this was not enough to stop the invasion. Baltimare fell, and while the rewards weren’t as big, they now controlled half the eastern coast.

Chrysalis was led through the city, waving as if it had been her doing. Pupa followed on a palanquin of her own, fuming that her mother was taking all the credit.

Cocoon, walking at her side, gave her a sympathetic look.

The Mayor of Baltimare was fanning her, tears in his good eye while the other was swollen shut. While kicking it repeatedly had been fun, it had only been a temporary distraction until her problems resurfaced.

The pony orphan, Pupa decided to call her Spot, pressed her head up against her master. While Pupa ran her hoof through her mane, she didn’t look at her. She kept her glare on Chrysalis.

The procession eventually reached City Hall, where they went in and into the former mayor’s office. The Mayor was excused to work elsewhere, while the orphan was sent to Pupa’s quarters. Chrysalis sat in the Mayor’s seat, putting her back legs up on the table. “Not as good as a throne room, but it will do.”

“I’m glad you approve, Chrysalis,” Pupa said.

“I do indeed. I guess this is another victory for us.”

“Us? You didn’t do anything but sit on your palanquin and watch while we gave the orders.”

“I was supervising. I needed to make sure you were learning something,” Chrysalis said. “I always said that you needed to get up and learn to take care of your problems, and under my guidance, you’ve done so.”

“Under your... you weren’t even here during the first two invasions!”

“Yes, but I told you to take initiative. Therefore, the credit goes to me.”

Pupa opened her mouth, but Cocoon put a hoof on her back. “Let it go,” he said.

Pupa fumed.

“And I must say, after hearing the soldiers compliment the battle tactics, I’m impressed. You actually got the army to behave. They are always rather insubordinate for little reason.”

Cocoon nodded. “It’s almost as if they aren’t completely willing to throw their lives away following a completely unqualified leader.”

“Yeah. Maybe I should have fired you long ago.”

Cocoon put a hoof to his forehead.

Pupa glared at her mother. No... not her mother. Just the one that squeezed out her egg. “No, Chrysalis, he helped me. He taught me everything I know.”

Chrysalis blinked. “Really? But... but that can’t be. If Cocoon is competent... and you’re certainly competent... then who’s the problem?”

“...Really?” Pupa asked. “You really have to ask?”

“No.. I don’t... clearly we had pony sympathizers in our army during the last hundred invasions.”

“...Yes, yes, that’s it,” Pupa said.

“I really need to go back to trying to find them. They’ve been around since we escaped the volcano.”

The Changeling Kingdom was celebrating its 100th year of peace and continued growth. They had managed to restructure the government, eliminate poverty, advance their technology twice as fast, and rediscovered the arts. Surely, there was cause to celebrate.

The crowd gathered in front of the palace, where King Thorax stepped forward. His father became acting king upon Chrysalis’s disappearance, and he had taken the throne and continued his good rule.

“My fellow Changelings, we are here to celebrate...”

“My return,” a voice suddenly interrupted. Chrysalis suddenly landed on the front steps in front of Thorax, her army on the horizon, flying in. “And it seems you’ve done well running my kingdom while I was trapped in that volcano. Totally bogus charges, whatever thousands of eyewitnesses might say. Now, give me the crown...”

“No.”

Chrysalis blinked. “Excuse me? Either I misheard you, or you have suicidal tendencies. You will give me that crown...”

“No! Without your toxic influence we have become strong! We have finally started catching up with Equestria in technology. We’ve almost made peace with the other nations! I’ll fight you with my dying breath! I’ll...”

There was a green zap, and Thorax was a pile of ashes.

“Yeah, blah, blah, whatever. I take it there are no further objections?”

There was a silence. Then, everyling started chanting, “Hail Queen Chrysalis! Hail Queen Chrysalis!”

“Thought so,” she said, heading into the palace.

Twenty-four hours later, the entire Changeling Kingdom had been reduced to a giant slum.

“Come on, things went to Tartarus that quickly after I got back? What other explanation could there be?”

“...I can’t imagine,” Pupa said.

“Well, maybe we can narrow it down now. Did you take anyling out of the army?” Chrysalis demanded.

“No. In fact, we drafted a few in,” Pupa stated.

“Who?”

“Just the Changelings that beat me up. You know, the ones that you didn’t do anything about?”

Chrysalis brightened up. “Really? So you had them on the suicide parts of the invasion?”

“There were no suicide parts. I expressly calculated the invasion so there was a minimum chance of casualties with a maximum chance of success. The last I checked, they’re still alive and well. And scrubbing toilets in between battles. Much more satisfying than having them killed.”

Chrysalis looked at her daughter for a moment. Then, she smiled, and a tear ran down her cheek. “That... that was so evil, yet pragmatic. Maybe you really are my daughter.”

“I’m overjoyed,” she said flatly. “Now, are we done here? I have to get back to expecting my troops.”

“Of course. Go on, my little one. Make your mother proud.”

Pupa didn’t respond as she left. Cocoon waited for permission to leave before following her. He caught up with the princess without too much trouble.

“You took a big risk undermining her authority like that, calling them your troops.”

“No I didn’t. Chrysalis has her head shoved so far up her own abdomen that she won’t notice anything she finds unpleasant.”

“...True,” Cocoon said. “So, what are your orders?”

“Well, I suppose now that we have the east coast on lockdown, it makes sense to march west. Hopefully we can make enough of a march before my mother gets defeated by Twilight and her friends.”

“...You don’t have a lot of faith in her, do you?”

“Do you?”

“...No, I don’t.”

“Exactly, but I want your soldiers in at the fight, some of the best you can trust. As soon as Twilight or any of her friends gets turned to gold, have your men haul them away and hide them somewhere. It’s imperative that we stop them from using that Rainbow Power.”

“Makes sense. And when do you want us to intervene in the actual battle? Or do you want me to just let them take your mother if she gets captured?”

“No, you need to rescue her. As much as it pains me to say it, Chrysalis captured could lead to them figuring out how to undo the transformations. We can’t let that happen until we have more of a hoofhold.”

Cocoon grinned. “I taught you well, it seems.”

Pupa felt something irradiating out of the commander. After a moment’s hesitation, she dared take a sample of it.

She nearly moaned in pleasure. She had grown up tasting love, but it had always been the empty-calorie version that came from mass brainwashing. This was true pride, and it was meant for her.

Cocoon braced her to prevent her from falling down. “Don’t lose your head just yet. We still have a lot of work to do.”

Twilight took a deep breath as the chariot flew toward Fillydelphia. This was bad, and the stakes had never been higher. At least there hadn’t been civilians to worry about the last time they had fought, even at the Crystal Empire they managed to clear out.

The tension between the six friends was noticeable, even to the usually bubbly Pinkie Pie. There was a moment of silence before Rarity spoke.

“Darling... are you sure it’s a good idea to attack Chrysalis this soon?”

“No,” Twilight admitted. “There’s a lot of me that wants to put this off until we have the guards ready. But if we’re going to have any chance of stopping Chrysalis, we need to get her while she’s damaged, and before she gets more entrenched.”

“She took out the princesses with just one touch,” Fluttershy said. “Can we really...”

“She was expecting us that time. Maybe we can blindside her... or at least have her attack on our terms.”

“I think we better do the second. Charging in head-first is just going to get us killed.”

Everypony turned and gaped. Rainbow Dash looked offended. “What? I can’t be clever every once in awhile?”

“Uh... anyway, what is the plan, Twi?” Applejack asked.

“Simple. I have my plans.” She turned and opened the back compartment. “Spike, could you hand me my plans?” A small purple claw handed her some plans. “Thank you.” She closed the compartment and turned to her friends. “Now then...”

...

...

...

She turned and opened the compartment in one swift motion, seeing her baby dragon waving at her nervously.

“Spike,” she said, the word coming out as a growl as she levitated her charge out of his hiding place and sat him on the seat. The already cramped chariot couldn’t hold him, so Rainbow Dash got out and flew.

“Uh... hi.”

“What. Are you. Doing here?”

“I... I didn’t want you to go alone, I wanted to help you,” Spike said.

Twilight had rarely had to punish Spike, and the regret in his voice evaporated. “Spike... what if something happens to you? I... nevermind. When we land, you’re going to stay in the chariot, in the storage compartment and out of Chrysalis’s sight. Understand?”

Spike opened his mouth to argue, but a glare told him to just agree. “Yes.”

“Good.”

“Gotta say, it took some guts sneaking along,” Rainbow Dash said, laughing.

Pinkie giggled. “Yeah! You were really brave.”

“Don’t encourage him,” Twilight said. She took a deep breath. “Now, here’s my plan…”

Chrysalis couldn’t believe how smooth the entire army was running. Soldiers on duty stood tall, following protocol. Granted, it was different than the protocol she had remembered. She supposed Pupa might have improved it while she was off defeating Celestia and Luna, but she thought it more likely that she had reformed the army and hadn’t even remembered it. She was often doing amazing things, after all.

Still, looking over the records, she was amazed at how fast the last three towns had fallen. It had been done with clockwork precision, and they had entire armies of brainwashed ponies.

And it had all been done on Pupa’s watch.

She smiled. She knew who this victory belonged to. Herself, for raising such a wonderful daughter. Oh, her father would be so proud! She almost felt bad that she had bitten his head off. Pupa could use a father.

She was starting to feel better, so she decided to take a flight around the city. She looked down at the soldiers working like clockwork, hauling large cages filled with still free non-brainwashed ponies, whining and moaning about how they were being oppressed. And they wondered why brainwashing was so popular, with all the pleading, all the “Please, not my children,” or “I’ll fight you with every breath.”

She was looking for a good stallion to turn into her newest pet when she first saw it.

There, on the edge of the city, was a bright purple light. A very familiar purple light.

She stopped dead. Twilight Sparkle... she was here!

She briefly considered going to her soldiers and getting a large group to help her, but no. She wouldn’t give Twilight Sparkle the satisfaction of making her go for help.

She quickly flew toward the source. She considered getting in there and just attacking, but for once that little voice in her head telling her to be careful and used restraint.

She flew forward, carefully hiding behind cover. She saw her, standing on the roof, looking through a pair of binoculars in another direction.

She would never get a better chance.

Taking a deep breath, and moving with catlike tread, she launched her most graceful sneak attack.

“YAAAAAAAAAAAAAAAHHHHH!” she yelled, jumping forward, her golden claw ready.

It ended up passing through Twilight. Or rather, it ended up passing through the illusion of Twilight, which dissipated into nothing.

“What the?” she asked. And then she tensed in horror as she realized what was going on.

She turned to see six mares who were all in their most gaudy forms, and a large rainbow blast coming toward her.

The pain of such pureness hitting a creature as vile as her was almost impossible to describe. The closest that she could come up with was that it felt like every single speck of herself was being torn apart, and those pieces torn apart a second time. By the time it was finished, she was withering on the ground, a complete mess.

Through the lingering pain, she heard her enemies talking.

“What? How’s the claw still there? Shouldn’t it be gone?”

“It must be from a source equal to the Tree of Harmony. Well, don’t worry, I prepared for this. You have the saw?”

“Got it, Twi.”

“Good. We better hurry, this building is bound to collapse now that it’s made of gold.”

At that, Chrysalis finally got enough bearings to realize what was happening. She desperately tried to move, but she was far too weak.

She felt herself get rolled onto her back. She struggled, but she was too weak to fight back.She felt her regenerative powers healing her, but it would take to long.

She saw the blade head toward her.

And then a flash of green energy blasted the ponies out of her vision.

Then a string of Changeling flooded her vision. Soon, Pupa was in her vision.

“Are you okay?” she asked.

“Yes... I’ll be fine with a few healing potions.”

“Good. The soldiers will take you back. I’ll take care of the six of them.”

Chrysalis opened her mouth to reply, but Pupa was already gone, and two soldiers were putting her on a litter. They started to carry her off, but Chrysalis spoke. “No, don’t... just get me a few healing potions. I need to go after Twilight Sparkle.”

“Your Majesty... I don’t think that’s such a good idea. You’re weak...”

“I don’t care. Twilight Sparkle is mine.”

At that point the building underneath them started shifting, and Chrysalis realized it was coming down. The Changelings lifted her up on the litter, but she kept crying. “”No! More potions, potions! I need to stop Twilight Sparkle!”

Twilight and her friends fell back, desperately fighting off the horde of Changelings that threatened to overwhelm them. No matter how often Twilight blasted, Rainbow Dash and Applejack kicked, Pinkie fired her party cannon, or Fluttershy politely asked them to stop trying to kill them, they kept coming.

They ran to the chariot, but apparently whoever was leading these Changelings had more sense than Chrysalis did, and it was blocked off. The Changeling were surrounding them, and there looked to be no escape.

“Well, this looks familiar,” Rainbow Dash muttered. “Looks like we need to give up.”

“That comin’ from you?” Applejack said.

“Only until we come up with a plan,” Rainbow Dash said.

“You aren’t pulling any plans when I’m around,” a voice said.

There was a moment of silence. “Who said that?” Pinkie asked.

“I did,” Pupa said, pushing herself forward. “As of this moment, you are all prisoners of Pupa, Princess of the Changelings!”

There was a moment of silence before Applejack, Rarity, Rainbow Dash, and Pinkie burst out laughing. Fluttershy looked like she was ready to giggle as well. Only Twilight remained silent.

“Stop laughing!”

“Is this the daughter of Chrysalis? I mean, yeah, given the parentage, I wasn’t expecting much, but...” Rainbow Dash fell to the ground, losing herself in laughter.

“Stop laughing!”

“How adorable,” Rarity cooed. “She’s just like Sweetie, trying to be all adult, only here, it involves warfare! How precious!”

“Stop laughing!”

“Or what? You’ll thrown a tantrum!”

“I said...” she lit up her horn. But then, she remembered Cocoon’s words, about shaming herself, and calmed down.

“You know what? Fine. You can laugh all you want, but you’re still my prisoners. And I have big plans. As soon as I get back to Fillydelphia, I think I’ll send a few special forces to snatch up three fillies in Ponyville. I think they call themselves the Cutie Mark Crusaders.”

At that, said ponies stopped laughing and glared at her.

“Don’t you dare,” Applejack said.

“Oh, did I hit a nerve? Well, I think Apple Bloom would look just adorable with no hind legs, don’t you?”

“Don’t you dare...” Applejack yelled, and as a result the Changelings tackled her. The Earth Pony started swearing, and her attackers silenced her by slapping some Changeling slime over her muzzle.

“Yeah... no legs. Imagine her walking around in a little pony wheelchair while she dusts and cleans for me. But I think she’d looks even more adorable next to a Unicorn with her horn sawed off and a Pegasus with cute little bloody stumps for wings.”

The Changelings were ready for Rainbow Dash and Rarity, who were restrained easily.

“They’d be the cutest trio of little broken ponies, all serving me. Just like Spot here,” she said, as her pony orphan walked up to her.

“And as for the rest of you... well, I’m sure you have family I can add to my collection of pets. Maybe a little baby dragon would be a nice addition. Or maybe I’ll carve off his skin and mount it was a trophy on my wall. How do you like that, Princess?”

Pupa looked at Twilight, who was staring at the ground.

“Aw, what’s wrong? Is Princess Celestia’s personal student too afraid to look a hatchling in the...”

And then Twilight unleashed the spell that she had been building up.

Every Changeling got blown back, Pupa included. Twilight had been planning to excuse her from the spell, but hearing Spike threatened had caused her to forgo mercy.

What happened next was a rare show of power from Twilight. Even after getting her wings and becoming a princess, she rarely used her full power. Even though she was the fourth most powerful pony in Equestria, she was content to lead a quiet life with no grandstanding. This is why, despite being the savior of Equestria multiple times over, few ponies knew her true power.

So when it was unleashed, it was a sight to behold. The entire army had been blown back and were scattered far and around.

Twilight didn’t wait for confirmation, she just levitated her friends and ran for the chariot, tossing them in. The two Pegasi who pulled it had been freed from the gunk the Changelings used on them and were ready to fly. They only had to gather their bearings and wait a split second longer for Rainbow Dash to get into the third harness.

As the Chariot took off, Pupa recovered and shouted “Get them!”

The Changelings all took off in a swarm, except for Cocoon. He was at her side, giving her a disapproving look.

“Restrain any prisoners before gloating. That includes horn locks for Unicorns.”

“I see that now,” Pupa snapped. “It’s not like it matters. Even if they get away, so what? We’ve won already.”

“And that’s what your mother thought just before she got tossed out of Canterlot. You never let any variables run around. Put everything you have into catching them, and the last thing standing in your way will be gone.”

The chariot managed to get into the air, but the Changelings were right on their tail. Rarity and Twilight both fired energy blasts, but it was doing little to put a dent in the ever expanding army.

Eventually Twilight opened the trunk of the chariot and levitated out the a pair of crossbows, one she handed to Applejack, the other to Fluttershy. The former was a natural, but the latter, averse to holding any kind of weapon, merely clutched hers in fear.

The Changelings followed behind, swarming on top of them all. Twilight continued firing, but she was starting to show strain.

Green blasts hit the chariot, and Twilight realized that they were breaking apart the chariot. She knew it was only a matter of time before they broke it apart. She knew that it was inevitable at this point that the Changelings would catch them.

Her fears were confirmed when one of the Pegasus guards was struck. The entire chariot went lopsided, and Applejack nearly fell out before being caught by Rainbow Dash.

Twilight, knowing a fight was inevitable, opened the compartment where Spike was cowering.

“Twilight, what...”

“Curl into a ball,” Twilight ordered.

“Wha...”

“Curl into a ball, now.”

Spike blinked, but obeyed. He wrapped his arms around his knees and tucked his head in. He felt himself encased in Twilight’s magic. It wasn’t levitation, it was more solid.

“When you land, run. Don’t even try to help us. Run. Go home. Be safe.”

“I love you, Twilight,” Spike said.

“I love you too.” And then she tossed him.

Spike flew through the air. He hit the ground, and bounced in the air thanks to Twilight’s protection. He bounced again and again, until he finally landed, hitting the ground slightly scuffed but safe.

Despite Twilight’s instructions, he didn’t leave. He stayed close to the ground, watching the battle as the chariot hit the ground.

The Changelings swarmed over the ponies as they fought. Even Fluttershy, backed into a corner, was letting loose. Arrows, magic blasts, a party cannon, a lasso, all lashing out.

Pupa arrived, watching from afar with a grin on her face. “This is it. Once we get them, Princess Cadance will be the last one left. The weakest of the Alicorns. Equestria will be mine.”

And it was true. The ponies were getting overwhelmed. It was only a matter of time before...

“Make way for your queen!”

Pupa froze. “No... no...”

And then Chrysalis moved in, zooming toward the fight. She plowed through, inadvertently turning two dozen of her own soldiers to gold.

“Now, Twilight Sparkle, I’m going to kill you,” Chrysalis said, missing her daughter calling her a dumb bitch.

Chrysalis dove at the group of ponies, who scattered. The other Changeling were backing off, too scared of being a victim of Chrysalis’s carelessness to risk anything.

Twilight shot her in the side, causing the Queen to scream in pain. Applejack lassoed her around the neck and pulled. Chrysalis stumbled before catching her balance, but it served it’s purpose as a distraction, as Rarity and Twilight were able to get in more blasts while Fluttershy shot her with a crossbow. Rainbow Dash bemoaned not being able to get in close, but knew staying out of the Queen’s way was the best bet.

Chrysalis fired a blast to break the rope, but ended up getting a full blast from the party cannon. Immediately afterward Twilight hit her several times with blasts from her horn.

“Keep her busy,” Twilight said. “I’m going to try and gather up the energy for a mass teleportation spell.”

Pinkie nodded and fired another blast. Twilight began gathering her magic, wishing they still had some rainbow energy left.

There was a mess, the seven ponies all swarming the Changeling Queen as she tried every attack, while the other Changelings were too afraid to move in.

Eventually, Chrysalis caught one of the guards with her claw, turning him to gold. With a bit more of a struggle, she struck Applejack, turning her into gold, hat and all.

Pupa watched from her position, starting to feel better. Maybe this would still be a victory. Maybe her mother and these ponies would kill each other and she could be without any pests in her life. Cadance would be the last one left with Twilight...

Wait, where was Twilight Sparkle?

She scanned the battlefield until she saw the lavender alicorn. Her horn was glowing. She must be charging up a big attack... no, Twilight Sparkle was no fool. She wouldn’t waste all her energy on Chrysalis when it would just leave her vulnerable to be torn apart by the Changelings. Then...

Her eyes went wide. Teleportation.

Growling, she pulled out the dagger Cocoon had given her. If she snuck up on her, she could put this steel right in that Alicorn’s neck.

For Chrysalis, the battle raged on. The ponies came ate her with everything. So far, only one of the important ones had been hit, and it was one of the dirt ones.

So she was quite grateful when she struck the prissy white one, turning her to gold. She grinned in triumph, and started to laugh.

“How dare you!”

Fluttershy was right up in her face, striking her with some magical force. Chrysalis was aghast. She had lived a long time and seen all kinds of magic, but what was coming out of Fluttershy’s eyes was chilling her to the bone.

Chrysalis started to fight back against it, but Rainbow Dash hit her in the side with a spear she had picked up from the fallen guard. Luckily for the Changeling Queen, it had been one of the spears turned to gold, and as such it bent rather than pierce, but it still hurt. Chrysalis yelled in pain and swung her claw, hitting the Pegasus and turning her to gold.

Chrysalis, in one of her few moves that actually used strategy, kept her eyes closed and latched out her claw. Her gamble worked: her claw hit Fluttershy and turned her.

She grinned. Four down, and only two to...

And then she saw Twilight, her horn lit up, ready to strike.

“No!”

She lept forward, claw in front of her.

Twilight, seeing this, quickly side-stepped.

As a result, the dagger that Pupa had been bringing down on her back had just missed her, and caused the Princess of the Changelings to stumble.

She ended up right in her mother’s path.

Time seemed to move in slow motion for Chrysalis as she saw her claw strike her child in the barrel. The Princess looked at her body, turning to gold. Then, she looked at her mother in rage.

“You bi...” she was gold before the sentence was finished.

Everything on the battlefield stopped. Ponies and Changelings alike gaped at the sight.

Chrysalis stood rigid. Then, tears started to leak from her eyes. “No... no.” She took the statue in her forelegs. “No... Pupa... my hatchling... my...”

There was silence.

Then, Chrysalis turned her head to look at Twilight.

The purple Alicorn took a step back. The look coming from the Changeling Queen was pure hatred. Not even Tirek gave such a look.

“You... you! This is your fault!”

Twilight, in utter fear for her life, decided to unleash all her magic right then and there. Chrysalis was struck with the biggest outpouring of magic that she had ever summoned under her own power. The Changeling Queen was caught up in a flash of purple magic.

When it cleared, she was charred, but still standing. She had stood her ground, and looked just as angry.

She leapt forward.

Pinkie tried getting in the way with the party cannon. That proved senseless, as she was gold before she could fire a shot.

Twilight, spent from the last attack, couldn’t defend herself from the claw. It closed around her throat. The tight pressure denied her even a scream as her body turned to gold.

Chrysalis was glad that the Alicorn’s resistance to magic meant the transformation was drawn out and painful. “Laugh now, Sparkle. Come on, laugh.”

All that came out were chokes and wheezes. Then, Twilight was a gold statue.

Chrysalis dropped her, letting her hit the dirt. For a few moments, the area was still.

Then, Chrysalis collected her now golden daughter and flew off, tears in her eyes.

The Changelings watched her go, unsure of how to feel. Finally, a few high ranking officers ordered everyling to be rounded up. All the gold statutes were collected, the Changelings separated from the ponies, and they flew off.

The process took an hour, and Spike watched it all from his hiding place. Once they had left, he crawled out.

He found Pupa’s dagger on the ground. Collecting it, he began marching toward the city.

Chrysalis lay on the mayor’s bed, cuddling the gold statue like a teddy bear and crying. Nolong had disturbed her in hours. Good.

She wept for her daughter, wishing that she would turn back.

Spike watched this through the window. After a moment, he climbed in. The security around here was laughable.

He readied the dagger, sneaking closer toward the Changeling Queen. He was the last hope, but maybe...

He was suddenly surrounded in a green haze, casually picked up and tossed to the ground.

“Please,” Chrysalis said, her voice weak and lacking any enthusiasm. “I’ve lived centuries, whelp. You can’t sneak up on me.”

Spike was scared, but he put on a brave face. “Y-you can turn me, but Cadance is still out there! She can...”

“Shut up,” Chrysalis said.

It was weak, and Chrysalis didn’t even open her eyes, but it got Spike to stop. The young dragon looked at the Queen. Soon, fear started to evaporate.

“Wow... you’re pathetic.”

Chrysalis didn’t answer. So Spike kept going.

“Let me guess, you treated her about as well as you treated everyone else?”

Chrysalis still didn’t answer.

“And now it’s too late.”

Chrysalis actually lifted her head and looked at him. “You wouldn’t understand...”

“I understand,” Spike said, feeling an inner courage rise in him. “You killed the two ponies that meant everything to me. Rarity... and the pony that raised me. The one who taught me everything...”

“This was her fault.”

“Please. You’re the one who turned your daughter to gold. You’re the one who invaded Canterlot and tricked us into hurting her. And I’m willing to bet it was your fault she was fighting in the first place.

Chrysalis gritted her teeth, glaring at the dragon. Spike felt her courage fall, actually taking a step back. However, she just lowered her head.

Spike, taking it as a sign of victory, spoke. “So... you can’t reverse this?”

“...I don’t know how. Only the Goddess Terra knows.”

“Then why haven’t you gone to her?”

“Why indeed?”

Chrysalis sprang from the bed, and Spike jumped as well. That’s because a new figure had appeared in the room. There was no bright flash, or otherwise a sign of a grand entrance. One moment, She wasn’t there. The next moment, Terra floated in the room.

“Wha... Mom?”

“Don’t call me that. Especially not after everything you’ve done today.”

For the first time, Chrysalis lowered her head and accepted the insult.

“Wh... who are you?”

Terra looked at Spike, a smile growing on Her face. “Why, I am Terra, Goddess of the soil.”

Spike lit up. “Really? Celestia and Twilight have told me about you. It’s an honor.”

“And it’s a pleasure to meet you little one. You must be Spike. Celestia has told me all about you and Twilight.” She ruffled the dragon’s scales. “I only wish we could have met under better circumstances.” She turned back to Chrysalis. “What have you learned from this?”

“I... I was foolish. All this gold meant nothing to the treasure I neglected all this time. My Pupa... my daughter... Oh Goddess, please take this curse away from me!”

For the first time, Terra smiled warmly at her daughter. “That’s what I was hoping you’d say.”

Once again, there was no big flash, no dramatic gesture. One moment, Pupa was a gold statue. The next, she was flesh and blood again, looking around in confusion.

Chrysalis smiled, tears in her eyes. “Oh Pupa, my hatchling.”

“...You bitch! You stupid bitch! You turned me to gold!”

“I know, but Mommy’s here now.” She kissed her squirming, cussing daughter on the head.

“@#$% you! You hear me!? @#$% you!”

“Aww, my baby’s cranky. She must be tired from her big day.”

Terra took a deep breath, an accomplishment since She didn’t need to breathe. “Well, you still need some work, but you’ll have your chance.” This got Chrysalis to look at her. Pupa, realizing her grandmother was present, stopped in fear.

“I’ve undone all your transformations. Now, I believe you need to address a certain matter.” With that, She gestured to Spike. The young drake twitched nervously.

Chrysalis rose to her hooves and calmly walked over to the dragon, looking down on him.

Spike gulped.

Chrysalis gave a warm smile.

Spike smiled.

And then Chrysalis front hoof hit him in the stomach, sending the baby dragon soaring out the window.

Terra gaped at the act, while instinctively using Her powers to save Spike, erase his pain, and place him next to the revived Twilight. Pupa fell on the bed, laughing her lungs out.

“How... why did you do that?”

Chrysalis tilted her head. “Because it was funny, of course. Wasn’t that the point?”

“Wha? But... that’s not what you were supposed to do!”

“Oh, was I supposed to keep him as a slave? You’re right, you’re right, I need to think things through.”

“You... ugh, what do you think I’ve been trying to teach you this whole time?”

“That I needed to enjoy my real treasure: my daughter, who's a tactical mastermind! I kept thinking gold was my key to crushing Twilight, when it was really this little bundle of joy that you bestowed on me! With her help, I’ll conquer the planet.”

At that point, Chrysalis did something no other mortal had ever done: rendered Terra utterly speechless.

“B-B-B-B-B... oh, forget it.”

She lit up Her horn, and Chrysalis and Pupa disappeared, transported back across the ocean to the Changeling homelands.

Once that was finished, Terra did what anyone would do in Her position: bang her head against the closest wall.

After a moment, a new god appeared in the room.

“Excuse me, Terra, you’re not supposed to meddle in the affairs of mortals like...”

“Mercury, I swear to Jupiter if you’re still there when I turn around, I’ll be taking my anger out on you.”

“...Going now.”

It took three days to get everything straightened out. In that time, the cities hit by the changelings had been cleared out and rebuilt, in part thanks to Terra quietly helping the process along. There was another round of people proclaiming that the Royal Guards were useless, with the Princesses unveiling a new training system which would accomplish nothing.

And so, as things settled down, everyone returned to Twilight’s castle. Starlight muttered about not getting to do anything, but something told Twilight she was glad she didn’t have to experience getting turned into gold.

And so, Twilight able to get her first good night’s sleep since the whole mess started, even if her bed was a little cramped.

“Spike?”

“Yes?”

“I love you, but when do you think you’ll start sleeping in your own bed again?”

“Tomorrow. I promise.” She snuggled closer to her.

Despite herself, Twilight smiled, draping a wing across her charge. “I know it must have been horrible seeing me like that, but I’m okay now, and I’m not going anywhere. Princess Celestia said that it was unlikely that Terra will ever bless Chrysalis like that again.”

“But... what if something else does?”

Twilight just tightened her grip. “We’ll handle it. Celestia ruled for a thousand years without anything bad happening. We’ll make it.”

Meanwhile, across the ocean, in a hastily built bunker the royal Changelings were staying now that the palace had collapsed under its own weight after being turned to gold, another mother was tucking her child in.

“Good night, my little hatching,” Chrysalis cooed, kissing her daughter on the head.

“...I’m too old for a stupid safety bar on my bed!” Pupa whined as her mother pulled them up.

“I’m not taking any more chances with your safety,” she smiled, shoving a bottle in her mouth. “Have a nice night!”

Pupa crossed her forelegs and grumbled. This would be humiliating enough without the hoofie pajamas she had been forced into.

She sighed, laying on her pillow. Well, it was pretty comfy. Looking at the bottle, she sighed and levitated the nipple off before drinking the milk.

Suddenly, the door to her room opened, and a new figure entered the room. Pupa tensed up, the light from the hallway making the newcomer appear in silhouette. However, as he got closer, she recognized him.

“Cocoon?”

“Yes,” the old soldier said. “I’m sorry for not visiting you sooner, but I needed to maintain my distance for a while, make sure your mother wouldn’t get suspicious.”

“Of what?”

“The army remains loyal to you,” Cocoon said. “Or at least, to you under my care. They think you’ll make a better queen once you're of age. Because of that, we’re moving into position to overthrow your mother.”

“What?”

“We have the resources to trap her for a long time.”

“Have you already done something?” Pupa asked, sounding worried.

Cocoon actually stopped at this, looking confused. “No. I came here to ask you about your mother’s movements before we acted. Why?”

Pupa motioned for Cocoon to come closer. Once he was close, she whispered. “My mother is so concerned with my safety, she’s vowed to make me immortal, like her.”

Cocoon stared at her. “What?”

“She said it’s possible, but it takes years of setup and hard work to pull off. And it needs another immortal to pull off. I doubt Celestia and Luna would be willing to step in and help me.”

“So... this would be like what happened with Twilight Sparkle and Cadance?”

“Kind of. But that power came from Celestia and Luna’s father. This will be different, and we need to play the long game. If you lock up Mother, she’ll escape one day, and the Changeling Empire will crumble. That’s why we need to play this carefully. Back off, tell any of your conspirators you think can be trusted. We’ll bide our time and wait, until I’m immortal and we find a way to permanently deal with Mother.”

Cocoon nodded. “I will... Your Majesty.”

Pupa smiled, then threw her forelegs around his neck. Cocoon hugged back.

After it was finished, Pupa leaned back, and Cocoon pulled the cover over her. “You just rest up. As her eyes closed, he spoke again. “I’ll be here for you... my little one.”