Changeling Empire

"It's hard to believe that we manage to make an airship so quickly.", Spitfire said staring at the ship flying over Cloudsdale.

"That's because we didn't make it.", a pegasus guard wearing armor different from the other guards. "That airship used to belong to Blast Bomber before his death at the hands of Captain Shining Armor. He's he's no longer using it we thought we could make use of it ourselves."

"So you're Captain Storm Cloud, a former member of the Paladins like Shining Armor and Captain of the Pegasus Royal Guard.", Spitfire said raising her hoof. "I'm Spitfire, captain of the Wonderbolts. It is an honor to meet you."

"Meeting me is hardly an honor, Spitfire.", Storm Cloud said ignoring Spitfire's hoof.

"I am surprised someone of your caliber is here.", Spitfire said.

"And I too have been surprised...", Storm Cloud said. "On how you have been fairing."

"What do you mean?", Spitfire asks.

"During my absence, the Wonderbolts had a single simple objective; to protect Equestria and it's citizens and lately you failed to perform those duties.", Storm Cloud said. "You were knocked out by a fashion designer with fake wings, got trapped in a water tank by a baby dragon, had a cadet nearly killing some civilians, and lose your magic against an centaur. Am I not wrong?"

"Well um..."

"Have you allow those trouble makers to attack our citizens and destroying our property?"

"But the Tirek incident was only because he had Discord and both possess strong magic.", Soarin said stepping up, however Storm Cloud simply roll his eyes.

"Ah, yes. How could I forget that those trouble makers have strong magic.", Storm Cloud said sarcastically. "A shame we don't have those that specialize in dealing with them, otherwise our problems might be solved."

"Hey, are you trying to say the princesses are incompetent?!", Fleetfoot asks taking offense.

"That is exactly what I'm saying.", Storm Cloud said. "They are suppose to be the most powerful beings in all of Equestria, yet they easily got captured by a bunch of Changelings and turned to stone by a unicorn with a broken horn."

"How dare you say something like that?", Luna said just arriving in Cloudsdale.

"Well, well if it isn't the ex-Nightmare Moon.", Cloud Storm said earning a glare from the Wonderbolts and Luna. "My apologizes, Luna."

"Do you have a problem with me and Celestia?", Luna asks landing on the clouds.

"As a matter of fact, Luna. Yes!", Storm Cloud said. "You and your sister have the power to move the sun and the moon, yet even with all the power out get captured or beaten very easily. In fact, after Cadance turned to stone Celestia wasted her time telling you to go to the Hippogriffs instead of attacking Commander Tempest and you just simply fly away without thinking that Tempest would just simply kick the orb to you. I mean, if Twilight hadn't caught your stoned body you'd be in millions of pieces!"

Luna was about to protest, but stops when she realize that Storm Cloud has a good point. Why didn't they just attack Tempest after what she did to Cadance?

"Speaking of which, during the Friendship Festival. Where the f*** were the guards?!", Storm Cloud shouts. "You have a festival housing all four princesses and nearly every pony in Equestria and have no guards guarding the area?!"

"Are you saying we are unfit to lead this kingdom?", Luna shouts.

"That's exactly what I'm saying!", Storm Cloud shouts back. "For starters, when Tirek broke out of Tartarus the first thing you princesses do is send a treacherous freak show!"

"Oh my, how the mighty has fallen.", a female voice calls out. Storm Cloud widen his eyes in horror upon recognizing the voice. The group turns to where the voice came from and sees Miasma laying on a cloud with an amused smile.

"Miasma!", Storm Cloud shouts in anger.

"It's been a while, Storm Cloud.", Miasma said flying down towards the group. "The last time we saw each other was when I attacked that trading ship you were guarding. Have you finally gotten out of that trauma I gave you when I slaughtered your entire squadron?"

"Be careful, she's Miasma of the Fear, the younger of Chrysalis.", Storm Cloud said clearly shaken at Miasma's presence. "She's much more powerful than Chrysalis."

"Indeed, but then again Chrysalis was the weakest of us.", Miasma said. This shocked Luna and the Wonderbolts, Chrysalis nearly succeeded in conquering Equestria twice and she is just the weakest of the Queens. "I'll show you why I'm called Miasma of the Fear."

Miasma fires a beam of magic straight towards Luna. The beam fired so fast that Luna was unable to react in time. As this happens Storm Cloud leaves for Cloudsdale.

"Wake up, you highness!", a voice calls out as Luna feels a splash of water hitting her face. Luna opens her eyes and sees a Changeling in front of her and holding onto her are two Automatons.

"I heard stories that Alicorns are suppose to be powerful, but I guess those stories were nothing more than imaginations.", the Changeling said punching Luna straight to the gut. "I knew taking control of Equestria would be easy, but I didn't think it would be that easy."

The Automatons make some beeping sound.

"No, before we execute her let's give her one last look of her sister.", the Changeling said, before turning Luna's head. Luna widen her eyes in horror at what she saw and screams.

Luna gasps and finds herself back on Cloudsdale.

"Princess Luna, are you alright?", Spitfire asks in concern. "You were just standing for a few minutes and then you just scream."

"What did you do?", Luna asks Miasma clearly frightened and enraged.

"You have the power to fix nightmares, but my powers conjure them up in the worst case scenario.", Miasma said. "It's powerful enough to traumatize someone driving them to insanity or suicide."

"You sick beast! I'll kill you!", Luna screams charging her horn at full power and fires a powerful blast towards Miasma. Miasma simply stands still with a confident smirk and the blast hits her. Luna breathes heavily believing to have killed Miasma.

"That was your full power?", Miasma said walking out of the smoke with a disappointed look. "How disappointing! Here's a taste of mine!"

Miasma fires a full power magical blast from her horn towards Luna, which she barely dodge. The blast then strikes a mountain blowing the entire thing up, to everypony's shock.

"Don't you get it? You peace loving ponies are powerless against us.", Miasma mocks. "We were born to fight! We trained to fight! We live to fight! It is because of those aspects that we are much more superior. The only thing standing in our way are the Elements of Harmony, but you don't have them anymore."

"We ward off the Changeling Invasion twice without the Elements and Starlight was able to reform Chrysalis' hive.", Luna said. "What makes you think we won't do the same to you?"

"That problem has already been solved.", Miasma said. "Mother, ordered Gold Star to place bombs within our necks that'll blow our head clean off should we change into those abominations. I rather be a headless rotting corpse than some beautiful butterfly."

At that moment five airship burst out of the clouds.

"Burn this city to the ground, but I want prisoners.", Miasma orders. "Those I do not wish to eat will be slaves."

The Automatons piloting the ships salute and proceed to attack Cloudsdale.

"Quick to Cloudsdale!", Luna orders. The Wonderbolts makes quick dash to the city, but a ring of storm clouds surrounds them.

"I'm afraid you have us to deal with.", Myxine said walking out of the storm cloud. "I'm Myxine of the Sorrowful and have the power to control the very weather itself."

Myxine place her right hoof in one of the storm cloud and fires a powerful lightning bolt from her horn. Luna conjure a shield to block the attack. The shield manage to block the attack, but shatters in the process.

"What a drag, I barely put an effort in attack.", Myxine said in a bored tone. "I say we should kill her with physical contact. She's not worth wasting our magic."

"Perhaps you're right.", Miasma said materializing two large sword out of nowhere. "She's been a disappointment already. No wonder a broken horn unicorn easily defeated her."

Myxine materialize ten spears out of nowhere.

"Would you prefer skewer?", Myxine asks.

"Or slice?", Miasma asks.

The five airships reach Cloudsdale and prepare to fire the cannons when suddenly one of them burst into flame and falls. The Automatons look ahead and see Blast's airship open firing on them with squadrons of pegasus guards.

"All squadron leader report in!", Storm Cloud orders sitting on the command chair of the air ship.

"Captain this is Red Leader, standing by!", a brown pegasus mare, Flash Fire, responds.

"This is Gold Leader, standing by!"

"This is Blue Leader, standing by!"

"This is Green Leader, standing by!"

"All squadron attack formation! Don't let them get to the city!", Storm Cloud orders.

Hundred of Automatons wearing winged jet pack take flight to intercept the attacking forces. They all form a wall and aim their rifles and open fire.

"Shields up!", Flash Fire shouts raising a metallic shield with the rest of the pegasus following. The shield successfully blocks the deadly metal balls. Automatons starts of reload as fast a possible giving the guards the chance to attack. "Now's our chance, charge!"

Unable to reload in time many of the Automatons attack bayonets onto the rifles, while others discard them for melee weapons. The two side charge towards each other and clash.

An Automaton strikes a guard with it's rifle butt and another guard jumps it from behind. One with a loaded rifle takes at one of the pegasus, but Flash Fire rams it to the side causing it to misfire and shot one of it's own. Flash Fire then takes it's sword and cuts the helmet off.

"Red Leader, this is Gold Leader! We're starting our attack run on the airship.", Gold Leader reports carrying a barrel bomb towards one of the airship with his squadron.

The Automatons that remained on board scramble onto their deck firing their rifles and manning the cannons. Two removes a cover revealing gatling gun. One connects a large crystal to the weapon with wires, while the other spins the crank firing the weapon.

Few of Gold Squadron got shot down, but made it to the airship. They light the fuse and drops the barrel bomb, one of them landing on the bridge.

Both Spitfire and Fleet Foot charge Myxine in both direction, however Myxine knee Spitfire and elbow Fleet Foot to the stomach really hard sending them crashing to a distance.

"I fought thousands of battles against armies of hundreds.", Myxine points out. "Do you really think fighting two at once make that much of a difference?"

"You alicorns rely so much on magic that you can't even face me hoof-to-hoof.", Miasma said kneeing Luna's head. "But I don't blame you, princess. After all you just sit on a throne and do nothing but attend parties, while your precious Elements deal with dangerous threats. However the Elements are now ours and the princesses are nothing more than weaklings."

Myxine picks up Spitfire and Fleet Foot and bash their heads hard. Soarin burst out of the clouds from underneath and ram Myxine head on hard, however all it did was annoy the Changeling.

Miasma slaps Luna's face several time before tossing her to the clouds hard. She then stomps on Luna's face.

"This is where you belong, princess!", Miasma mocks. "Under my hoof!"

Miasma prepares for another stomp, but stops when she receives a call.

"What?!", Miasma asks in annoyance, picking up the orb. "So you lost 50% of the fleet, you can still wipe out Cloudsdale. What?! Gold Star gave an order of retreat? Fine, I was getting bored anyway."

"Myxine, we've been called to retreat.", Miasma calls out.

"Alright, I was done anyway.", Myxine said tossing the beaten Soarin aside. "To think Gold Star used to work for them, they sure wasted his talent."

Myxine raise her hoof and calls off the storm clouds and flies off to the retreating fleet.

"Before I go...", Miasma starts before grabbing Luna's crown, necklace and footwear. "I'll be taking these as my trophies. If you want them back then you'll have to beat, but in my turf. I'll be waiting in the Empire."

The two Changeling Queen leaves the battlefield, however this was not a victory to the ponies. This was being spared of defeat.