Rusk ran down the path leading from the castle, Twilight following behind him.

The city had just gotten the rude awakening of the changeling attack. Screams broke out through the entire city, the sound of smashing stone drifted through the air as the changelings peppered the streets. The sky darkening from the sheer mass of their bodies.

A changeling landed right to Rusk’s left, throwing him to the side. It emerged out of the small crater it made, shaking itself off. Spotting Rusk, it hissed and rushed at him with a combination of hooves and wings.

Rusk couldn’t charge a spell in time, and he got the full brunt of the hooves-on changeling attack. They rolled for a second, Rusk scoring a few hits before Twilight tugged the offending changeling off with magic. Reaching Rusk, she helped him up.

“Remember what I told you?” she asked, her horn still alight from the spell. When Rusk nodded, she said, “Well then, let’s go!”

The two galloped into the city, and Rusk noticed her friends followed. The streets were alive with brawling ponies and changelings, and already weaker ponies were falling. Shallow craters marked where the changelings made their entrances, the cobblestone thrown everywhere from the invasion.

The changelings seemed to forget the ponies, all turning at once to glare at Rusk. They all charged at the same time.

Rusk lit his horn, using the combat magic training to toss spells at the changelings. Twilight assisted, her purple magic working together with Rusk’s to defend against the changelings.

“We need to find Chrysalis!” Twilight yelled over the background noise. “If we get her to surrender, or at a stretch, knock her out or something along those lines, we can get the changelings to retreat!”

Rusk nodded, casting a bolt at a changeling that got a little too close for comfort. “What’s surprising me is that none of the changelings are using magic! At least one would be casting some sort of spell!”

“Just don’t worry-” Twilight paused to send a shockwave that pushed the changelings back, giving them extra time, “-about it! It makes our job easier!”

Rusk noticed that Twilight’s armored friends were getting the other ponies out of the streets. They were rushing them towards the castle, seeking refuge inside its walls.

“Come on, Rusk!” Twilight panted, knocking out the last changeling. “We need to evacuate more streets!” She galloped off, Rusk and the others following.

The next street was worse. Right off the bat Rusk had to pull two changelings off a trio of poor foals. The little ponies galloped off towards the castle, bawling their eyes out.

As the group moved closer to the center of the city, more changelings were present - and there was more bloodshed. Already some ponies lay dead, the blood soaking into the cobblestone. Changelings were bashing down doors. The screams from within came from stallions, mares and foals alike.

“Twilight!” called Rusk, meeting her again to shoot down some of the changelings, “I think Chrysalis must be where the changelings are most dense! With the amount of perception the changelings must-” he was smacked in the side by another changeling, who Twilight promptly shot. He continued, “With the amount of perception they have, Chrysalis must be using the hive-mind to feed them information manually!”

“It may also mean she knows where we are,” Twilight said, “and that means she knows we’re coming.”

“Well, that means we gotta fight double-time before the entire army is on top of us!”

And fight they did! Rusk was already starting to develop a minor headache, the dull thudding drowned out by adrenalin from the happening fight. The changelings seemed to be infinite, every time he killed one, another one would replace it.

“They’re catching on! We gotta-” Twilight spoke but was struck hard by a changeling in the back of the head. Her eyes rolled into the back of her head, a loud clang reverberating through the streets as she collapsed.

The changelings converged on Rusk, his head starting to overtake the fight as he cast spells to keep them back. Eventually, he got enough time to cast a bubble shield around Twilight and him. Rushing to her side, he noticed she was out cold, but still alive. Dragging her, he shifted the shield so he could escape into the confines of a house.

Slamming the door behind him, he still held the shield as the changelings barged against it, trying to enter the house. Rusk put Twilight on the small carpet in the center of the medium-sized room. A chandelier hung from the top, the candles on it still alight.

Rusk kneeled onto the floor next to Twilight, and kept his mind focused on the shield spell. The changelings banged against the shield, but there wasn’t enough of them to dent the wall of magic.

Rusk heard a whimper coming from under the staircase that sat in the middle of the room. He stood, sneaking around the staircase, peeking under it.

A single young filly was wedged as far as she could under the staircase, trembling in fear, her ears pricked at every scream that tore through the air. She spotted Rusk’s glowing eyes and shrank back, shutting her eyes. Blood trickled from a deep score in her side, dripping onto the floor.

Rusk called forward the numbing spell, taking caution not to drop the shield. The filly started to cry as she saw the aura placing itself on her.

Slowly but surely, Rusk applied the spell. The filly visibly became more sleepy as the spell worked itself into the wound, and eventually she was sleeping soundly. Rusk carefully lifted her with magic, making no sudden moves to wake her.

She was lifted to a couch set against the wall, left to sleep quietly there.

Rusk put on a disguise, flames revealing a different pony than he used before. It was a white stallion, with a single-tone blue mane that crept straight down his neck. He started to search the house, finding nothing useful for a while until he eventually found a bandage roll. Returning to the filly, he lifted her up to wrap the bandages around her barrel, covering the wound.

“Poor kid,” he mumbled to himself as he went back to Twilight, focusing on holding the spell.

Luckily, Twilight woke soon. She glanced around in fright, but was stopped by Rusk, whom Twilight recognized because of the black armor he wore.

“Where are we? What happened?” she asked.

“You were hit. You need to watch your head, Twilight,” Rusk said. “Now that you’re awake, we can finally continue towards the center of the city to find Queen Chrysalis.”

He glanced at the bandaged filly, and back at Twilight. “But there is a foal here, and I found her in a bad state - I think a changeling got to her. I don’t think it’s safe to just up-and-go and leave her here.”

Twilight stood, tapping her chin with her forehoof. “I have an idea. I’ll teleport her back to the castle, but you have to wait here for a bit, okay?”

Rusk nodded. “I can’t hold the shield much longer, please hurry!”

The foal was lifted into the air by Twilight, and she jerked awake. She had just enough time to cry out before she teleported along with Twilight, presumably in the direction of the castle.

Rusk was recoiling as the shield started to give in. He could physically feel the changelings striking against the shield. Eventually, he fell back, and the jolt caused the shield to collapse.

Immediately, the door burst open off its hinges, and changelings poured in at speed too high for Rusk to strike them all with magic. He called forward a static charge, and all the changelings around him fell.

Twilight teleported back in, pulling out two potions in small tubes from the side of her armor. “Let’s go!” she called, shoving changelings out of the way as the two exited the house.

The streets seemed to be abandoned, all the ponies gone, leaving only changelings. A potion levitated into his mouth and he tilted his head back, drinking it.

The world started to blur slightly as it slowed, and he felt himself zooming a lot faster than he would normally. Twilight galloped steadily at his side, darting around many changelings as they took a sharp turn, followed by another.

The changelings seemed to thin out a bit, but they still moved around in numerous groups. Twilight and Rusk both zoomed to a stop as the potion’s effect wore out. Rusk felt like his hooves were really heavy.

“We have to deal with the side effect for only a minute, Rusk!” Twilight called, “Just hold your ground!”

The two circled each other, their backs facing each other’s as the changelings took notice of them, charging.

This area had a lot more ponies, but they were all out of the fight. They nursed their wounds, leaning against buildings as all the changelings deferred the ponies for Rusk.

Rusk cast a solid beam of magic, slicing through multiple changelings as he swept his head across. A changeling fell from above him, and he picked it up with telekinesis and threw it at the other drones. They tripped over one another, any that got past the dead changelings was shot by Rusk.

Eventually they cleared the street, the changelings only just recovering from the sudden attack. They ran closer to the city center itself.

They were now in a street full of restaurants, windows smashed and some food items thrown out onto the street from outdoor tables. There were no changelings there, which Rusk and Twilight took advantage of by galloping down the street to the next intersection.

A guard patrol was surrounded by changelings, the team jabbing their spears and casting magic at the group of assailants. Twilight and Rusk rushed to them, and Rusk immediately threw one aside with telekinesis.

He then grabbed another one and threw it to the ground, stomping hard on its chest. The exoskeleton now bore a huge crack down its middle. The changeling screeched and retreated.

The few changelings remaining were picked off by the guard patrol, who saluted Rusk and Twilight, running off in a different direction.

Twilight and Rusk heard a hum in the air as they drew towards the city center. Not from the presence of changelings, but rather from a weird humming noise.

“Agh!” Twilight backed off, clutching her ears with her hooves. Rusk felt nothing different.

“Are you okay, Twilight?” Rusk rushed to her side. A small stream of blood trickled from her ears.

“This must be where Chrysalis is… Maybe she is targeting us in particular with the buzzing. It doesn’t seem to affect you though.”

She looked him in the eyes. “You must go on your own.” She brought him into a quick, but friendly hug, then galloped in the direction they came, glancing back at him a couple times before turning a corner.

Rusk stared a bit longer than he should, then turned to walk into the static buzzing.

He found himself face to face with another changeling, but this time he recognized him immediately.

“Rusk?” the changeling asked incredulously, backing off. “I…”

“Fey!” Rusk smiled, “It’s been a while, hasn’t it!”

“You…” Fey couldn’t find words. He blinked once, twice, then glared at him. “You left me! You and Flitter were my only friends, and you left me!” He stomped a hoof on the ground, dragging it backwards for emphasis.

“Fey, I didn’t leave you… I had to go after Flitter!”

“Oh, so you leave me alone to chase your love interest? That’s bucking stupid, you know that?” he screamed, “She was a failure, Rusk! We both passed! You left the hive for a stupid crush you had through lessons, and instead of sticking to the hive, you just up and left.”

Fey began advancing on Rusk, his shoulders shaking in anger.

“You know what, Rusk? I know it’s been cool knowing you, but I gotta admit, you were always really damn annoying.”

Then he charged. Rusk did nothing in offense, only using a combination of magic and hooves to play defense. Fey was a normal changeling, and Rusk could easily overcome him in combat.

But he didn't, the simple reasons being that he knew that Fey had good points, and that he wouldn't attack a grubhood friend. Fey howled in anger as Rusk stood strong, deflecting hit after hit. His eyes showed the rage that boiled inside him, as well as the glint of betrayal.

That thought hit Rusk like a train. He betrayed Fey. He didn't realize that such repercussions would come out of such an act. He felt the wave of guilt hit him. When he selfishly waddled out into Equestria to help Flitter, he found that ties with Fey were severed.

It hurt.

“GIVE UP!” Screamed Fey, “It's not like you have…”

He paused for a moment, then fell back on his haunches. He curled up on the ground, crying. “They teased me, you know,” he said, “they called me the associate of a failure.”

“Fey…”

Fey glared at him. “They called me worse. They did worse.” He lowered his head so Rusk could see the word “FAILURE” etched into the back of his neck’s exoskeleton.

Rusk put a hoof on his shoulder. “I was selfish,” he said. “But maybe after this is over, you can come hang with me and Flitter. We don't have to be enemies.”

Fey sniffed and stood. Brushing himself off, he harrumphed and smiled.

“Well, I guess it was a bit uncalled for… But regardless, I'm guessing you're fighting the changelings?”

Rusk nodded.

“Let's go kick some plot!”

With Fey on Rusk’s side, it made the fights much more bearable. The two gladly exchanged banter during the fighting.

“Honestly, Rusk, I thought you were all anti-fighting.”

“Yeah, I was. But, you know, Flitter kinda happened.”

“She got you into fighting?”

“No, but we had to defend ourselves from multiple patrols.”

“They after you or something?”

“They think I'm some crazy wizard. You know, a prodigy. I'm just good at magic, right?”

“Yeah.”

They'd hit the occasional changeling down, but the changelings seemed to be missing from the area where the buzz was present.

Fey suddenly stopped after a while, glancing up into the sky. “Oh my…”

Rusk looked up and immediately wished he hadn't. The changelings were all swirling together in a storm. All right above where Rusk stood.

“It's like they're trying to indicate where you are,” said Fey unhelpfully. He got a swat to the side.

“Rusk…” a whisper echoed through the streets, the double-layered voice all too familiar.

“Chrysalis…”

“Why, why, what a stupid decision you had made, running away from the hive. There's a reason I wanted you to stay, little one…”

“Yeah yeah, I know, I'm magically talented, yada yada,” Rusk said. “Get to something interesting!”

“Let me put it bluntly,” she said, her voice bouncing off the walls omnipresently, “you were very, very special to me. I wasn't planning to reveal it to you, Rusk, until you were old enough to realize your power, but I guess now is better than never.”

Her chuckle reached all ears. “Rusk, you were meant to be the successor to me.”

A strong magical force slammed Rusk to his left. He tumbled and flipped along the ground, calling out in surprise. Standing up, he flung his head around wildly, trying to find her.

“It was a futile attempt, trying to resist me, or maybe it wouldn't be so futile at all,” said Chrysalis, finally coming into view. Her face was contorted to a sharp glare, and she held her wings out to demonstrate her size. A limp changeling body laid over her back, on its stomach.

“You see, Rusk, I would be up to fighting, but I think I have a much better solution.”

She lifted the changeling and tossed it towards Rusk, who watched it roll up to in between him and Chrysalis.

No…

Rusk started to breathe quickly. He raced towards the body, choking out her name.

“FLITTER!”

Author's Note

Oh my god, a ransom!

There isn't much left to go of this story. Let's take it one at a time, and it starts with Flitter being... well, you'll see.

Can't thank EverfreePony enough for helping me get this far - thanks man! He does write good stories as well as putting up with mine, so maybe it's worth checking him out