A Family Worth Having

by DeathBloodBass

Rating: teen
Tags: Main 6, Original Character, My Little Pony: Friendship is Magic, Comedy, Queen Chrysalis, Starlight Glimmer, Adventure, Thorax, Violence, Alternate Universe
Length: 49698

A continuation of To Where and Back Again, but with Miasma being the main villain of the episode.

Due to her failure in her second attempt to take Equestria, Chrysalis has lost everything and suffered severe consequences.

This story is not related to the Changeling Empire Story.

Note: I made some changes, cause I'll admit the starting chapter makes no sense.

Cover belongs to Orin331
OCs belong to their respected creators.

Published 2017-11-14 05:20:07 UTC
Last updated 2018-09-21 05:54:14 UTC

Failure Have Consequences

"There is no revenge you could ever conceive of that will come close to what I will exact upon you one day, Starlight Glimmer!", Chrysalis said in anger to the pink unicorn.

"Well said, Chrysalis. But I'm afraid you won't be getting your revenge.", a voice calls out from behind Chrysalis.

Chrysalis' rage turns to fear as a purple mane Changeling Queen with a large scar on her cheek emerges from the shadows.

"S-sister.... Miasma!"

"Sister?!", the ponies, dragon, reformed Changelings, and draconequus asks in surprise. Then all turn to Thorax.

"Don't look at me! I never even knew she has a sister.", Thorax said.

Chrysalis quickly bows to Miasma still shaking and sweating in fear. "What an unexpected surprise to see you here."

"And I, too, have been surprised by what's been happening on pathetic excuse of a kingdom.", Miasma said circling around Chrysalis.

"What?!", Luna shouts.

"Stay out of this!", Miasma said paralyzing everyone, but herself and Chrysalis.

"I can't move!", Shining said struggling.

"I suggest you stay quiet.", Miasma warns. "Otherwise I'll have you all suffocate by paralyzing your lungs as well and I'll start with the baby."

"You wouldn't dare!", Cadance said in anger.

"Try me!", Miasma said turning to Flurry Heart.

"Alright, just don't harm her.", Celestia said.

"That's better, now where was I?", Miasma wonders. "Ah, yes. Under the orders of our mother, the Empress herself, you have had a simple objective. To claim the Empire's interests here. Interests which are vital to our expansion throughout the world. But instead of gaining those interests, you have allowed inferior beings to turn your hive into these abominations. Am I correct?

Chrysalis could only shake in terror know where this is going.

"Not only that you have allowed them to destroy one of our prize treasure.", Miasma said looking over the remains of the destroyed throne.

"But I captured five alicorns. That's got to be worth something.", Chrysalis said hoping to salvage the situation, but Miasma simply rolls her eyes clearly unimpressed.

"Ah, yes. Let us not forget the Alicorns behind me, said to be the most powerful equines of all. A shame we don't have Queens who specializes in dealing with them, otherwise our problem might be solved. Chrysalis, have you ever met a Alicorn?"

"But I thought..."

"I actually knew the Alicorns not from the pages of folklore or children's tales, but as flesh and blood. And do you know what happened to them?", Miasma asks. "They died. Every last one of them. So you see, these imposters cannot be what they claims to be."

The alicorns could only glare at Miasma.

"Now then to the matter at hand.", Miasma said moving her head closer to Chrysalis. "Even if it was a moment, you were actually considering the unicorn's offer."

Those words shocked Starlight. If what Miasma said is true then why did Chrysalis reject the offer.

"You weren't aware of this, but I've been watching you the whole time.", Miasma said stomping her foot on Chrysalis' right front leg crushing it. Chrysalis screams in pain, while the others watch in horror.

"I watched you spying on those ponies on the day Princess Luna returned. You saw how Celestia reunited with Luna despite her wrong doings. You then wonder why I never treated you the same way. Do you want to know why?", Miasma asks, before kicks Chrysalis hard to the stomach. "Because you are a disgrace to our race! You were always the weakest among us physically and mentally!"

Miasma creates a magic whip and starts whipping Chrysalis.

"Not you that, but you gave these things names! You gave them personality! You treat them like you are their mother!", Miasma said in anger continuously whipping Chrysalis. "They're nothing more than mindless drones! Nothing more than canon fodder!"

Those very words horrified the heroes, but not more so than the Changelings.

"What are you saying?", Thorax asks.

"I'm saying that you're expendable! Chrysalis would've easily taken down the shield around Canterlot by just simply ordering you to just blow up, rather than going through the whole impersonate a bride nonsense.", Miasma said. "In fact twenty suicidal exploding Changeling would've been more than enough to destroy Celestia. And why should we care about your death? We could always make more."

Thorax and the other Changelings couldn't believe that they heard. They were originally meant to be expendable mindless soldiers, yet for some reason Chrysalis gave them actual life.

"I'll give you five seconds.", Miasma said to Chrysalis. "So you better run now!"

"Five..."

"W-wait we're family!"

"Four..."

Chrysalis jumps off the cliff and flies away as quick as possible ignoring the pain.

"Three..."

Miasma charges her horn.

"Two..."

A large gigantic magical sphere forms over Miasma and continues to grow larger.

"One..."

Chrysalis succumbs to the pains and crashes hard to the ground..

"Zero..."

Miasma launches the sphere towards Chrysalis.

"Sister...!", Chrysalis screams as the sphere engulfs her and explodes.

"Failure have consequences, trash.", Miasma said.

"Y-you killed here.", Starlight stutters on the verge of crying. "You're own sister."

"And I have you all to thank.", Miasma said to the ponies. "You see I always wanted to get rid of that trash, unfortunately the law forbade that even family members are not to harm members of the Royal Family. However the immunity gets revoked should a Queen fail her duty, which she did."

Miasma then waves her forehoof removing the paralysis from the heroes.

"I have business here, so consider yourself fortunate.", Miasma said taking flight. "Savoir this victory and consider yourself fortunate. As of now this kingdom is declared a dangerous land to be avoided for all Changelings. This place is nothing but trouble."

Miasma flies off to parts unknown at sonic speed. The heroes sees her fly off, however Starlight could only look at the crater where the attack struck Chrysalis.

"You alright, Thorax?", Spike asks.

"I'm not too sure, Spike.", Thorax said. "This is a lot to take in after hearing what Miasma said. There are alot of questions that need answering."

Author's Note

Note: The reason why Miasma called Twilight, Celestia, Luna, Cadance, and Flurry imposters than the real deal is because the alicorns she found a long time ago were much more powerful, which she learned the hard way after dueling Queen Faust herself.

Miasma belongs to Siansaar.

Saving Chrysalis

It's all over... Where did it go wrong?

It was all Chrysalis thought staggering in the Everfree Forest during a rainy night. Her body suffered from heavy burns from Miasma's blast along with the beating Miasma gave her.

"Sister...!", Chrysalis screams as the sphere engulfs her. In one last desperate move Chrysalis casts a teleportation spell on herself, just before the sphere explodes.

Chrysalis coughs green liquid out of her mouth and collapse hard to the ground, mud splashing all over her.

"I guess it all started started with a first battle..."

"Sister, what's the purpose in this attack?", a young Chrysalis asks wearing battle armor.

"Some senile centaur... What was his name, Gyabler?", Miasma asks turning to a chupacabra-like Changeling.

"Sendak.", Gyabler answers.

"Right, him. He promised me a unicorn in exchange for my magical knowledge. Of course I had no intention on keeping my promise.", Miasma said. "However it's already a month past the deadline and I don't like to be cheated. On the bright side I get myself a new kingdom to govern. How many does this one will make?"

"It'll be your fiftieth kingdom.", Gyabler answers.

Later...

Miasma and Chrysalis watches from afar as Miasma's army clashes with King Vorak's.

"Archers, prepare to fire on my command."

"But sister, won't we hit our own troops?", Chrysalis asks in corern, but Miasma gives her an uncaring look.

"Yes, but it'll hit their's as well.", Miasma said. "That's why we have reserves. Fire!"

Arrows shower the battlefield slaughtering the soldiers on both sides as this happen parts of the castle explodes.

"Good, my suicide squad have weaken the castle defenses.", Miasma said with an evil smile.

"My queen, the enemy forces have surrendered.", Gyabler reports.

"Round them up, I'll go speak with their leader.", Miasma said flying off. Chrysalis looks down to the bloody battlefield and spots of a centaur and a gargoyle fleeing the area.

"Something wrong?", Gyabler asks.

"No, nothing. Just not used to seeing this.", Chrysalis answers keeping quiet on fleeing duo.

"You'll get used to it and eventually enjoy it.", Gyabler said.

Later Chrysalis meets up with Miasma standing in front of the defeated King Vorak restrained by two large Changelings.

"You care about your people?", Miasma asks in amusement. She turns a fires a lethal spell on one of her Changelings with green liquid splattering on Chrysalis. "Care clouds judgement."

Miasma squeezes the King's throat. "That is why you lost. This place... isn't yours anymore."

Miasma casts a paralysis spell on King's Vorak's lungs causing him to suffocate.

"Kill them. And make it extremely painful.", Miasma said as the large Changelings starts crushing soldiers' skulls under their feet, while other cast fire magic on the civilians burning them alive. Gyabler walks up to Vorak and punches his face hard many times, until Vorak finally stopped breathing.

Later, Chrysalis dumps water from her helmet onto herself washing the green liquid off. After cleaning herself up and watches the surviving Changeling toss the bodies of their dead into the flames. Seeing this cause Chrysalis to cry.

"Stop your crying! It'll be the same on our next attack and the attacks afterward.", Miasma shouts. "Crying is a sign of weakness, and in the Empire we don't tolerate weakness!"

"Why am I so different from the rest? Why do I care? Why do I not have the guts to kill?", Chrysalis said sadly before falling unconscious. "I just wanted to be worthy of the family..."

From a distance, two squirrels watch the whole thing and nods to each other.

Starlight Glimmer stands in front of her new mirror that was given to her by Twilight Sparkle, admiring herself in the reflection, however ever since encountering Miasma something was on her mind.

"Even if it was a moment, you were actually considering the unicorn's offer."

Those words continue to play repeatedly in Starlight's mind, causing the young unicorn to feel uneased and distressed.

"Starlight," Twilight calls out causing Starlight to turn around and face her mentor. "Is everything all right? You've been awfully quiet since your ceremony today."

"Just a lot on my mind, that's all.", Starlight sighs. "If what Miasma said is true, then why did Chrysalis rejected my offer of friendship?"

"I don't know, Starlight.", Twilight said sitting next to Starlight. "But then again we know little about her. Even the Changelings knows nothing about her aside from what we already know."

"Miasma treated her own sister as if she's a stranger. I mean Chrysalis did some terrible things, but it sounds as if Miasma committed much more horrendous atrocities that frightened even Chrysalis."

"That's it!", Twilight said standing up in realization. "Starlight, remember what Miasma said on how she treated the Changelings?"

"Of course. In fact Thorax is still pretty traumatized over it.", Starlight said.

"Miasma sees the Changelings as nothing more than mindless drones, which means her hive consist of those simply programmed to obey what ever orders they're given. Chrysalis gave her hive personality, individuality, purpose.", Twilight explains. "In fact Chrysalis may have been the first and probably only Changeling Queen to do so."

"No wonder, Miasma wanted to get rid of her.", Starlight said.

Suddenly both Twilight and Starlight's stomach growl.

"We'll continue after we eat.", Twilight said blushing.

Starlight and the Mane Six sans Fluttershy were enjoying their breakfast, when suddenly Fluttershy bursts through the door.

"Fluttershy? Is everything okay?", Twilight asks.

"W-well before I left home for Sugercube Corner two of my squirrel friends came to my home telling me that they saw a Changeling in the woods.", Fluttershy said which got the ponies worried.

“So, the changeling they saw was tall and fierce, with purple mane and a scarred face?”

Fluttershy shakes her head giving relief to the others.

"They said this one have dark green mane."

“Chrysalis!”, the six said at the same time.

“We’ve got to go and find her: she’s still a dangerous enemy for all of Equestria, although not as dangerous as Miasma.”, Twilight states. "After all she did defeat Celestia, but I'm sure me and Starlight can counter any spell she throws at us."

Starlight smiles, her horn glowing with powerful magic. “Don’t worry, Twilight. We’ll all work together and we’ll be alright.”

With that said the seven ponies went out of Sugarcube Corner and ran towards the forest.

“Ugggh …”

Chrysalis groans as she slowly wakes up.

“My head hurts …” she mutters as she open one eye.

"Well, well. Look what we have here.", the recognizable voice said causing Chrysalis body to froze in terror.

"I was ordered leave this land and here I find the traitor.", a purple eye hornless Changeling wearing armor said pulling Chrysalis' muddy mane. "If I deliver you to Miasma, I'm sure to get a promotion."

Chrysalis realize that it's a Changeling officer as they are among the few to have personalities and limited free will.

"But before I do that I'll have some fun with you.", the officer said grabbing Chrysalis' horn and snaps it off.

"This is where my animal friends told me where they found her.", Fluttershy said pointing to a camouflaged clearing, before hearing a scream.

"That sounds like Chrysalis screaming!", Twilight said. "It came from that direction."

The seven quietly poke their heads through a bush and watch in horror at what they see.

"Please, just kill me!", Chrysalis cries in pain as the officer stabs Chrysalis' right foreleg with her own horn.

"Now I can't do that! I have to make this extremely painful.", the officer said picking up a bottle with a rag on it. "Something I picked up from a kingdom we conquered a long time ago.

He light the rag up and prepares to smash it on Chrysalis' head, but Twilight fires her magic straight towards the arm holding the bottle forcing the Changeling to drop it.

"Who did that?!", the Changeling shouts picking up the dropped bottle and throws it to the bush where the seven ponies are hiding.

"Yikes!", Twilight scream as she and the others burst out of the bush before is combust in flames.

"If it isn't the famous heroes of this pitiful kingdom. This is my lucky day.", the changeling said. "Bringing the heads of not only the traitor, but an alicorn and six Alicorn Candidates will give me the promotion of general/admiral."

"Alicorn Candidates? What do you...", Twilight asks, but stops when the Changeling transform into a cocoon. Bursting out of the cocoon is something that is definitely not a Changeling.

Changeling Officer New Form

"I'm Lt. Breaker, Miasma's Number 1 Interrogator!", Breaker announce. "And I'll enjoy breaking you."

Breaker throws his hammer straight towards Applejack. Applejack ducks down in time and sees the hammer breaking through several trees and boulders with ease. "Wow nelly! That's some muscle power!"

Rainbow Dash flies forward to Breaker, but Breaker kicks the dirt on the ground creating a cloud of dust blinding the blue pegasus. Breaker grabs her tail and slams her to the ground hard.

"Alright you meanie!", Pinkie Pie shouts grabbing her party cannon only to find it gone.

"Looking for this?", Breaker asks holding Pinkie Pie's cannon. He puts an iron ball inside and fires. Fortunately the shot miss, but did leave a bald spot on Pinkie's head.

Applejack jumps in to strike, but Breaker steps to the side and kicks Applejack's stomach hard sending her crashing to a tree. Rainbow Dash makes her move and Breaker simply elbows her face. Breaker wraps Fluttershy with chains and swings her body to a tree knocking it down.

Twilight and Starlight both fire a powerful blast on Breaker, but her he easily swats the beam aside with little effort.

"You brats think you're something just because you brought down weaklings like Discord, Sombra and Tirek!", Breaker said. "Please the enemies you fought are just ants compared to those residing in the unknown as you call it."

"You're from the unknown?", Twilight asks in shock.

"Of course I am!", Breaker said. "But unlike your more tamable Equestria the unknown is like the Everfree forest, but a thousand times worse. There it is survival of the fittest. Now then where was I? Ah, yes!"

Breaker grabs both Twilight's and Starlight's face and slam their heads hard to the ground then look at Starlight.

"So you're the one, who turned Chrysalis' hive onto those freaks. I'll start with you.", Breaker said pulling out an axe. "I'll enjoy beheading you."

Breaker raise his axe and prepares to swing it down, with Starlight closing her eyes awaiting her death. She then feels something dripping on her face and open her eyes. She sees a sharp object jabbed into Breaker's eye. Breaker drops his axe and falls on his back.

"Starlight! Are you alright?", Twilight said helping her student up.

"I am now.", Starlight said. "Thanks for saving me."

"It wasn't me.", Twilight said turning to the others. "Was it any of you girls?"

Applejack, Rainbow Dash, Rarity, Fluttershy and Pinkie shakes their heads.

Starlight takes a closer inspection on the sharp object and realize that it's actually Chrysalis' horn.

"It was Chrysalis.", Starlight said pulling the horn out. "She saved me."

Twilight walks over to Chrysalis' body.

"How is she?", Starlight asks limping to her teacher.

"She's unconscious and took in much worse compared to have we just got.", Twilight said suffering a black eye, bloody nose and a mild headache.

"What the hay was that?!", Rainbow shouts plugging her bloody nose. "That guy just totally wasted us like it was nothing!"

"You telling me!", Applejack said suffering some bruises. "He didn't even use his magic!"

"We'll worry about that later.", Twilight said. "For now we should focus on Chrysalis."

"How bad is it?", Fluttershy asks suffering an extremely sore back.

"It's worse than I thought, not only is she still suffering the damage Miasma gave her but also the ones from the one called Breaker.", Twilight said in worry. "If we don't treat her immediately, she'll die."

"Twilight, let's try that spell we worked on.", Starlight suggests.

"The advanced teleportation spell: powerful enough to multiple teleportation at the same time.", Twilight said in agreement. "The safest place to go is the castle. Since Chrysalis is bigger than us we must cast the spell at the same time."

"I won't let you leave!", Breaker said standing back up much to the ponies shock.

"How are you still alive?!", Starlight said.

"It'll take more than that to kill me.", Breaker said grabbing his axe and pulling out a pickaxe.

The two powerful ponies quickly put their horns together and cast the spell. Swirls of purplish turquoise light surrounds the group, the glow intensifies, there was a big flash and then they were gone.

"Tch! They escaped!", Breaker mutters. "Oh well. They probably weren't worth much anyway. Now to find my hammer."

Breaker walks off to search for his hammer he threw.

"Here it is.", Breaker said picking up his hammer, but then looks up to see strange crystal-like tree inside a cave in front of him. "I've never seen a tree like this before."

Breaker place his hand on the truck and close his eyes.

"I sense powerful magic within it and it feels so familiar. In fact it almost feels like Faust's.", Breaker said in a shocked tone which then turns to an evil grin. "I guess I'll get that promotion after all."

Break raise his axe and starts chopping down the tree.

Offering of Friendship

"That took longer than I expected.", Breaker said as he watches the Tree of Harmony fall. He then lifts the tree over his shoulder.

After teleporting to the castle, the Twilight and Starlight levitates Chrysalis over a large bed (Celestia's whenever she visits) and lays her down gently.

"Should we be putting some restraints on her?", Rainbow Dash asks.

"With the condition she's in, I doubt she'll do much especially with a broken horn. I'll do a check-up on her how bad it is.", Twilight said casting a scanning spell on Chrysalis' body. Upon finishing the spell she went quiet... too quiet.

"Twilight?", her friends asks in worry.

"It's worse than I thought.", Twilight said. "She's suffering broken bones, heavy blood loss, severe burns, severe malnutrition, extreme magic drainage, and pure exhaustion. We have to be quick!"

Fluttershy arrives carrying various medicines, herbs, bandages and warm towels.

"I've brought everything we need, for both Chrysalis and us.", Fluttershy said.

After quickly patching up their own injuries they focus on patching Chrysalis' wounds staring with putting antibiotics.

After finishing up Fluttershy and Rainbow Dash volunteers to watch over Chrysalis, while the rest rest up.

Twilight is sitting on her throne completely deep in thought on what transpired in the Everfree Forest.

'Breaker said that he is from the Unknown, meaning that the Changelings weren't originally from Equestria.', Twilight thought. 'Not only that, but also called my friends Alicorn Candidates. Is it possible that there are things the Changelings know that we don't? There is also this...'

"I actually knew the Alicorns not from the pages of folklore or children's tales, but as flesh and blood. And do you know what happened to them?", Miasma asks. "They died. Every last one of them. So you see, these imposters cannot be what they claims to be."

'Were there other Alicorns besides Celestia, Luna, Cadance, Flurry and me?', Twilight thought before screaming in frustration. "Arg! There's just too many questions!"

"Twilight? I heard shouting.", Starlight said ending the map room.

"Sorry, there are so many questions that need answering.", Twilight said. "It almost feels as if Equestria is missing pieces of it's history. Celestia and Luna are said to be the first alicorns, yet Miasma states there are others and the ones in Equestria are imposters."

Suddenly the Cutie Map Table starts glowing.

"Great, just what we need a friendship problem.", Twilight grunts in annoyance.

"The table is glowing, but I don't see the map appearing.", Starlight said. "Has it ever done that before?"

"No, this is the first time.", Twilight said. A large beam shoots out of the table causing Twilight to fall off her chair in surprise. The beam dies down and on the table a photo of a white alicorn with a red mane and tail, her cutie mark was an ink bottle and a black quill. In front of her are two young alicorn fillies, who Twilight recognize as Luna and Celestia.

"I think the map just gave you your answers.", Starlight said. "I think their's more to this map than we originally believe."

Twilight picks up the photo and looks at the back seeing some writing on it.

Lauren Fasut

1st Queen of Equestria

Mother of Celestia and Luna

Twilight widen her eyes after reading the back. Celestia and Luna has a mother? Equestria had a queen?

"Spike, take a letter!”, Twilight screams in a Royal Canterlot Voice, before putting her hooves to her mouth in shock. The force knocked Starlight Glimmer up against the wall. "Sorry, forgot alicorns have huge lungs capacity."

Spike nods and fetches a quill and a piece of parchment after rubbing his ears.

Dear Princess Celestia and Princess Luna,

This morning, my friends and I discovered Chrysalis in a woodland clearing. She’s severely injured and was nearly killed by a Changeling from Miasma's hive. I’m keeping her here in my castle for the time being, and don't worry she can't do much since her horn is broken. Also the the map just gave me a photo of an alicorn, said to be your mother.

Yours, Princess Twilight Sparkle.

P.S. I think that Cadence and Shining Armour need to know too.

"There, all done.", Spike said finishing up the letter. "Do you think that we should send a message to Thorax too? I mean Chrysalis was his queen."

"I don't think it's a good idea right now. Thorax is already having enough trouble with the hive. Those that didn't turn are planning to join up with Miasma."

Spike nods seeing that Twilight made a good point. He then picks up the scroll and with a breathe of green flame delivers the scroll to its destination.

Seconds later, the library doors burst open and Rainbow Dash flies in.

"Twilight! Starlight! Chrysalis is waking up!"

The alicorn and the unicorn didn’t waste any time when they heard that. The three ponies rush towards the room that house the large changeling, joined by the others as they ran past.

Somewhere in near the borders of Equestria...

"Queen Miasma, Lt. Breaker has return.", a Changeling reports.

"About time, what took him so long?", Miasma said getting off her throne as Breaker appear and bows before Miasma.

"My Queen, I bring you news.", Breaker said. "The failure, Chrysalis is alive for I came across her in the Everfree Forest."

"Is that so? Did you bring me her head?", Miasma asks.

"I'm afraid not, for the ponies have interfered and escaped with her.", Breaker answers.

"Doesn't matter anyway. Chrysalis is a war criminal to them. They'll most likely have her executed for her crimes.", Miasma said. "The ponies will just finish the job for us."

"While I may have failed to bring you her head along with those troublesome ponies, I did bring you to compensate the loss.", Breaker said as several Changeling place the Tree of Harmony before Miasma. Miasma could only stare at the tree completely mesmerized.

"It cannot be...", Miasma said walking up to the tree. "The Tree of Harmony, one of Faust's heirloom."

Miasma's mesmerization turns into pure joy, her entire body trembling in excitement. "At long last, my long awaited answer is brought before me."

A filly Chrysalis walks down the hallway next to a enormous silhouette.

"Time to meet your brothers and sisters, Chrysalis.", the silhouette said opening the doors.

Inside Chrysalis sees several large Changelings, most likely Kings and Queens training.

She sees Miasma in a meditative stance moving both the sun and and the moon at the same time. She then sees a Changeling King shattering boulders falling down to him with a powerful punches. A blue mane Changeling Queen controlling the weather.

"Children!", the silhouette calls out getting the Changeling Kings and Queens attention. "I would like to meet the newest member of our family, Chrysalis."

"Hi. I'm Chrysalis, 39th daughter and 85th child of the family.", Chrysalis said introducing herself with a smile. That smile turns to fear when her siblings give her the 'I'll kill you' glare.

"Now then, I want you all to train Chrysalis into a powerful warrior.", the silhouette said before leaving. "Have 'fun'!"

"You're entering a whole new world, little sister.", Miasma said dragging Chrysalis by the mane.

"Ow! That hurts!", Chrysalis cries.

"Well, suck it up! Cause you'll be getting lots of it!"

"Aaaww! What the matter, Miasma? Still bitter over the fact you lost Equestria to an alicorn?", an orange mane Changeling Queen asks sweetly. Miasma turns and fires an energy beam from her eyes causing the Changeling Queen to duck as the beam blows a hole on the wall.

"Shut the f*** up!", Miasma growls rubbing her scar on her cheek. "I'll never forget the humiliation that bitch gave me! Ever since my only defeat, I've waited the day I face her again. But that was taken from me the moment she disappeared!"

"Doesn't she have a kid? Lunestia?", Ambrosia asks. "Did I get the name right, Myxine?"

"She has two, Celestia and Luna.", Myxine, the blue mane Changeling Queen said. "But they aren't special. All they can do is just raise the sun and moon. To the ponies they are deities, but to those residing in the unknown they are just cockroaches to step on."

"They're so weak that Miasma no longer have any interest in retaking Canterlot.", Calliphora, the white mane Changeling Queen said. "If fact I'm sure Chrysalis is more than enough to handle them after her training is complete."

'That was the day hell started...'

Pain zing-zanged through Chrysalis' head and her whole body aches terribly.

'I feel like I've repeated my training course...'

Chrysalis tries to get up but her legs feel like jelly.

'Right, broken bones and stab wounds... Might as well see where I am right now.'

Chrysalis opens her eyes, but all she can see are blurry images. The then starts hearing familiar voices.

“She’s awake.”

“What’ll we do?”

“Nothing for now. It looks as if she’s too sick to move much.”

Chrysalis' vision starts to become less blurry and she could see better. Her eyes widen upon seeing Twilight and Starlight.

'S***!'

Chrysalis jolts out of bed hoping to escape, but the pain kicks in causing her to fall. She then attempts to teleport only to remember that her horn snapped off.

"Easy there, we're not going to hurt you.", Twilight said attempting to calm Chrysalis down.

"Except for the princesses and Shining Armor.", Rainbow Dash said.

"You're not helping!", Starlight hiss.

"You... you're not going to hurt me?", Chrysalis asks.

"I don't know how things work in where you're from, but here in Equestria we do not harm injured creatures.", Twilight said. "Even if they're enemies."

Starlight walks to Chrysalis. “I don't know much about you, but I do know that you lived your whole life suffering emptiness when all you wanted is love. That is why you cannot share love and only feed on it, because you've never been loved.” Starlight offers Chrysalis her hoof. "Let us help you fill that emptiness in your heart. Let us be your friends... a family worth having."

Chrysalis widen her eyes upon hearing those words and she feels something filling her once empty heart for the first time. She never felt this way in her entire life. Moved to tears, Chrysalis raise her bandaged hoof and grips the purple limb.

"Uh, she didn't change like Thorax and the others.", Rainbow Dash points out.

"She's a Changeling Queen, the requirements are probably different.", Twilight said. "Kinda like me becoming an Alicorn."

"You ponies work very differently to how we Changelings at home do. There is so much I don't know.", Chrysalis said sadly with Twilight putting her hoof on Chrysalis' shoulder.

"We'll help you with that, starting with...", Twilight said before being interrupted by Spike.

"The Princesses and Shining Armor are here.", Spike said.

"...Apologizing.", Twilight said sheepishly.

Author's Note

Note: If you're wondering how Miasma is moving both the sun and moon without the princesses noticing is simple. Since the sun and moon doesn't rotate around the planet like how it usually does in real life. You could say the planet has more than one sun and moon. Miasma is usually in charge to raising and lowering the sun and moon, but few other Queens are capable to such feet as well though Miasma is the only one who can move both at the same time.

The First Dictator of Equestria

Chrysalis waits outside the map room, while the Mane Six, Princesses, Shining Armor, Spike, Discord and Starlight discuss her fate.

"...Can we trust her?", Shining Armor asks evenly.

"Equestria has never had much contact with lands within the unknown.", Celestia started neutrally. "The Unknown is huge and incredibly dangerous to explore. Not only that it is also where extremely powerful beings reside. Chrysalis even points out that Miasma single-handedly defeated before Tirek and Scorpan long before the two came to Equestria. What's scares me more is that she done so after Tirek drained her of her magic."

"You mean she's still strong even after her magic is drained.", Rainbow Dash exclaims. "But when Tirek drained us of our magic our bodies became mush and it took alot of effort to even move."

"That just proves how powerful the resident of the unknown are.", Luna said. "Not just in magic, but in pure physical might as well."

"Not surprising, since most of our physical power came from magic rather than pure muscles.", Shining Armor said grimly recalling his situation when his magic was drained by Tirek. 'If I was only stronger...'

"Twily? What do you think of all this?", Cadence asks to the younger princess.

"I know Chrysalis has done things you consider unforgivable, but lets look at what she has achieved.", Twilight said. "Think about it, Chrysalis come close to conquering Equestria not once, but twice. And both occasions required a miracle to stop it."

The other ponies admit that Twilight made a good point. Foes like Nightmare Moon, Discord, and Tirek were defeated by the Magic of Friendship. Chrysalis on the other hand not only neutralize the Elements of Harmony, but some of the most powerful creatures in Equestria.

"Let's not forget that Chrysalis is also from the unknown. Think of all the knowledge she possess in that area.", Twilight said. "After all, what else is lurking in the region having an idea to attack Equestria?"

"You made valid points, Twilight Sparkle. In all of Equestria's history, we have been mostly isolated, save for a few neighboring nations, due to the various natural hazards surrounding us.", Celestia said. "You amaze my once again Twilight Sparkle and Starlight Glimmer. I originally thought Chrysalis was a lost cause, but you have succeeded in what I thought was impossible."

"Well I learned that no matter how evil one is there is always a speck of good within you.", Twilight explains. "All me and Starlight did was help open it up before that speck of good was closed away for good."

"The it is decided, Twilight you may bring Chrysalis in.", Celestia said. Twilight nobs and heads off to get Chrysalis.

Later, Chrysalis stands before the group.

"Chrysalis, we made a decision...", Celestia starts only for Chrysalis to interrupt.

"Before you tell me you decision, I want you to answer me this question.", Chrysalis said. "Who were the first rulers of Equestria?"

"Celestia and Luna of course!", Rarity answers.

"So you are still being fed with lies.", Chrysalis said.

"How dare you...!", Luna shouts only for Twilight to stop her.

"Luna, stop! Perhaps she's telling the truth.", Twilight said. "Remember the letter I've sent you?"

"About our mother?", Luna asks. "I don't even recall having a mother."

Twilight place the photo onto the table allowing everypony to look at it.

"It's strange! I feel like I've known this alicorn for my entire life, yet I have no memories of such."

"Not surprising, I did heard rumors that somepony wiped everyponies' memories of Queen Faust a long time ago."

"WHAT?!", everyone in the room screams. Chrysalis summons an old book and slides onto the table.

"This is the only book left in existence containing the truth, but the question is... are you prepared?"

The group looks at the book titled, The Age of Harmony, written by Star Swirl the Bearded. Twilight opens the book and starts reading.

A year after the founding of Equestria...

"I can't believe it's been an year, since the forming of Equestria.", Star Swirl, a young light gray unicorn stallion with a cutie mark of a swirl with four five-pointed stars said. "I enjoy the peace."

Star Swirl looks up and sees what appears to be a large black cloud.

"What is that?", an earth pony asks.

"Nothing, it's just a whiff of cloud.", a unicorn said.

"It's moving fast… against the wind."

Star Swirl squints his eyes to get a better look and to their horror the black cloud is actually swarms of purple Changelings and leading them is Miasma.

"Run!", Star Swirl screams as hundreds of Changelings starts their kamikaze strike onto the land.

"How pathetic!", Miasma said watching the land burn. "To think the ultimate power is hidden here. Burn this land to the ground if you have to, but I want those inferior ponies alive!"

"Why alive?", Breaker asks as Miasma lands. "Normally you just have then slaughtered."

"I'm not wasting my soldiers just to dig up something that may or may not exist.", Miasma said. "Gather up the ponies. I want to drain them of their magic so they're of no threat to me."

"As you command.", Breaker said bowing.

"My Queen!", Gyabler calls out dragging a beaten Star Swirl. "This pony gave our men some trouble, what should we do with him?"

"Put him with the rest of the slaves.", Miasma orders.

"Woah! Woah! Woah!", Rainbow Dash shouts stopping the story. "The first ruler of Eqeustria was a Changeling?! And it's Miasma?!"

"Although it was through force, she did technically became ruler of Equestria.", Twilight said. "In fact it said's here that she ruled the land for at least ten years, but that's not the surprising part."

Twilight points to the next page showing several Changelings presenting Miasma several familiar gemstones.

"Aren't those...?"

"Yes, they're the Elements of Harmony and what's even shocking it that there is actually more of them.", Twilight said.

One year after the total control of Equestria...

"I have five of these Gems of Power in my grasp, yet for some reason I cannot seem to gain access to their powers!", Miasma screams in frustration throwing the five gems to the ground. "Just what am I missing?"

"My Queen! The slaves have found another one from the north.", Gyabler reports handing another gem. "And this one is found in the mountains nearby."

"Bah! What's the point?!", Miasma shouts. "These are just useless trinkets! This so called ultimate power doesn't even exist!"

Miasma swats the gem out of Gyabler's hoof and the gem lands on the ground with the rest. Suddenly all six gems glow surprising both Gyabler and Miasma.

"So that's how they work.", Miasma said intrigue. "They only activate when at least six are within close proximity."

Miasma was about to pick them up only to receive a jolt from the gems.

"They seem to be resisting me.", Miasma comments. "They should know that nothing resist me!"

Miasma forcefully grabs all six gems and force her magic into them easily subjugating them to her will.

"That wasn't so hard.", Miasma chuckles. "Now to test this out. Bring me a pony!"

Breaker shows up dragging an extremely weak unicorn before her.

"This pony has been slacking off from his duty!", Breaker said.

"That's because you barely feed us and have us work all day.", the unicorn said weakly. "We can't even sleep properly with the sun still up."

"Watch your mouth!", Breaker said kicking the unicorn to the head. "You'll rest when we say so!"

"I need the sun up so you slaves can work.", Miasma said grabbing the unicorn by the horn. "I'll raise the moon whenever I feel like it."

"You only raise the moon so you can fiddle around with it and the sun.", Breaker points out.

"I was bored.", Miasma said before looking at the weak unicorn. "Before I could only feed on fear and drain magic, but with these gems I wonder what else I could do."

Miasma opens her mouth and sucks something out of the unicorn's mouth. The unicorn body slowly desiccates and shrivel.

"So I now have the power to feed the life force off of living creatures.", Miasma said carelessly dropping the unicorn. "Put him on display as an example to those who slacks off. Oh, and don't worry. I left him a bit to keep him alive, but that's all."

Butcher, a changeling wearing a chef uniform enters Miasma's tent.

"My Queen, your meal is prepared! Roasted pork along with roasted beef and roasted chicken."

Miasma licks her lips and heads out along with her officers.

"Anything else to report?", Miasma asks walking to the table.

"Yes, while 60% of our slaves are searching for more of the Gems of Power the rest are constructing our power bases.", Gyabler reports.

"Our scouts report a rich source of crystals and minerals within the frozen north. Foreman Driller is setting up a mine right now.", Breaker reports.

"Captain Claw and Forge, is setting up naval bases and factories across the land."

"Commander Assault is mobilizing the army to attack the neighboring kingdoms."

"What about my castle?", Miasma asks sitting down. "Have you found a suitable location to build it?"

"Yes, at the center of this kingdom is a tall mountain.", Gyabler said. "Will it suffice?"

Miasma stares at the mountain far across her and smiles.

"It's perfect."

The ponies all gasp on what they just read.

Miasma, created Canterlot?

Lauren Faust, Queen of Equestria

Wondering what happened next Twilight turns to the next page only to find it torn off. In fact alot of pages are torn off.

"I forgot to mention this, but Miasma torn off the pages containing details of her control of Equestria.", Chrysalis said as Twilight cries over how somepony is so cruel to a harmless book. Luna takes the book to take over.

"You it kill out to tell us that before?!", Rainbow Dash shouts causing Chrysalis to cower.

'I've seen Chrysalis act like this.', Starlight thought. 'Was she like that before becoming the Chrysalis we knew?'

"At least the pages detailing after Equestria's liberation are still present.", Luna said, but widen her eyes on a particular page. She sees not one, but ten alicorns. Curious the starts reading the chapter.

"I'm so glad all of you could make it.", Lauren said as nine alicorns land in front of her.

"Well we couldn't refuse a call for help from our best friend.", Silver Hall, a navy blue alicorn stallion with silver mane and tail and a cutie mark of two crossed swords that are behind the shield, said. "But to think you becoming a queen."

"I... I thought Miasma said alicorns were extincted.", Star Swirl said.

"That's not entirely true. There used to be a kingdom housing millions, but after an invasion from a powerful enemy our numbers declined to thousands.", Silver Hall said. "Fortunately the survivors found a safe haven to reside were no evil can touch."

"I you don't mind me interrupting we have a land to restore.", Faust said.

"Sunshine, sunshine. Ladybugs awake! Clap your hooves and do a little shake.", both Faust and Amore said doing their dance in the mines in the Frozen North.

"I've been wondering where that came from.", Shining Armor said to an appalled Cadance and Twilight.

"It's so good to see you, again.", Lauren said hugging Amore. "How are things?"

"Even though this place used to be a slave camp to mine crystals, the ponies here decide to build a city here.", Amore said. "But with Miasma gone, this area will be a frozen wasteland again and we have no means to survive the cold."

"That's why I brought Forge here.", Lauren said pointing to a gray alicorn stallion with red mane and tail and a cutie mark of a hammer pounding an anvil. "He's great a making powerful magical items."

"I'll need some crystals and the combine magic of you and Faust to build this item."

Forge with his magic merge several crystal to a large mass and use a hammer and chisel to shape it into a heart as per Amore's recommendation. Faust and Amore cast their magic into the heart giving it power.

"Presenting, Creation No. 104: The Crystal Heart.", Forge said holding the Crystal Heart proudly.

"With this the Crystal Ponies will have a bright future.", Faust said.

"Crystal Ponies... I like that.", Amore said. "In fact, I'll call this place the Crystal Empire."

Sieg, a white alicorn stallion with yellow mane and tail and a cutie mark of a ghost possession a body, was teaching a group of unicorns on different ways of using magic aside from the ones they usually do.

"All this teaching made me throat parch. You, tea-server, coffee.", Sieg said pointing to Star Swirl.

"Who's a tea-server?!", Star Swirl shouts attempting to punch Sieg, but the taller alicorn easily keeps him away by putting his hoof on Star Swirl's forehead.

"Aren't you Faust's friend number one?"

"Don't call me friend number one!"

Fourth Breaker, a red alicorn mare with black mane and tail and a cutie mark of four walls breaking walks along with Clover, Hurricane and Platnium.

"So Miasma isn't the only big bad from the Unknown?", Platnium asks.

"Oh no, Miasma is one of the strongest fighters in there, but there are others that are just as strong and ruthless as her.", Fourth Breaker answers. "There's one fighting idiot."

A small screen pops up revealing a red alicorn with fiery mane. "Who are you calling a fighting idiot, punk?!"

"A a super strong centaur."

A small screen pops up revealing Tirek, but much older and have a body full of battle scars flexing his muscles.

"A psychopathic serial killer."

A small screen pops up revealing a purple alicorn with grey mane and tail licking a knife with an evil grin.

"A powerful childish Draconequus."

A small screen pops up revealing a female draconequus waving playfully to the three founders.

"A vine monster."

A small screen pops up revealing several vines taking form of a humanoid being.

"But there are many more.", Fourth Breaker said waving her hoof causing all the screens to spin like tops with the Draconequus screaming as the screens shrink and disappear.

Silver Hall is seen training the ponies of Equetria on how to fight and defend themselves from invaders.

"Excuse me, what's the point of having an army when the leader is super strong?", an earth pony asks.

"Faust may be powerful, she is only one pony thus cannot be at multiple place at once, specifically in combat situations.", Silver Hall explains.

"But we've seen her split into twenty before."

"True, the it comes at a cost for Faust's strength divides depending on how many clones she made. For example, each one of the twenty only have a twentieth of her full strength, thus it's not ideal for battle.", Silver Hall explains. "She mainly uses it to finish her duties more quickly like paperwork or meetings."

"The point is that what if an enemy leader fights Faust in one area, but sends an invading army to a civilized area?", Silver Hall asks. "Faust is too busy, thus she is unable to help which is why a military force is needed to fight off the invaders and protect the citizens."

Understanding what Silver Hall is saying the ponies starts their training.

Harvester use his magic to restore the vegetation of the land and taught the Earth Ponies to harvest through the magic within them.

Elemental teaches the pegasi on how to control and create the weather.

Herbal Medicine taught some ponies about medication and treatment, while using her magic to heal the sick and injured like restoring a lost limb.

Chrona use her magic to manipulate time to restore some areas and items that was considered beyond restoration.

Colossus controls his Titan to help with the construction efforts in several areas.

"I thank you all for your help.", Faust said bowing before her friends.

"What are friends for?", Silver Hall said. "You take care of yourself, Faust."

"You as well.", Faust said watching the nine alicorns flying back to the Unknown.

"Woah! How could we not know of that?", Applejack asks.

"Yeah, I mean how come none of the history books made any mention of this?", Starlight wonders. "I mean ten alicorns helped turned Equestria into what it is now."

Celestia and Luna are left distraught. There were alicorns much more powerful and older than they are, yet they never knew of their existence. Heck their own mother is one of them. Luna turns to the next page and continues.

Lauren Faust walks up to an much older, yet small bearded Star Swirl with two fillies next to her. Both are alicorns, but one is white with pink mane, while the other is dark blue with blue mane.

"Celestia. Luna. Meet Star Swirl the Bearded.", Faust said introducing the fillies to the elderly stallion.

"Stop calling me that!", Star Swirl said in annoyance.

"Aw, but you look so good with a beard.", Faust said tugging Star Swirl's beard playfully. "You should grow it longer."

Faust leaves to take care of some things, thus leaving Star Swirl to teach magic to the fillies.

"Now remember, the magic I'm teaching is child's play compared to your mother.", Star Swirl said. "Then again, most of her magic are meant for fighting. In any case we'll start off with the basic."

Unfortunately the Star Swirl the entire day of teaching the fillies was a complete nightmare.

"That does it! I'm calling your mother!", Star Swirl screams in rage looking like an ice cream sundae. Luna hides behind her tail crying, while Celestia whimpers.

Later, Faust arrives...

"Thank you for coming, just look at what your children did to me.", Star Swirl said as Faust looks at him. She then turns to her two daughters.

"You girls should be ashamed of yourselves!", Faust said before before adding sprinkles on top of the whip cream. "You forgot the sprinkles!"

Both Luna and Celestia laughs at this, but Star Swirl is unamused.

"That's right, I forgot where they got it from...", Star Swirl grumbles.

"Cewestia. Woona. Time to go home."

Celestia's and Luna's face turn red in embarrassment, while everypony was on the floor laughing like crazy.

"Cewestia? Woona?", Discord asks pounding the table in laughter.

Several years later...

Faust bursts insto Star Swirl's home in panic.

"Star Swirl! Have you seen my children?!", Faust asks in panic and fear. "They weren't at home, when I came back."

"They're missing?!", Star Swirl asks in shock. "Don't tell me..."

Star Swirl runs out of his home towards a large forest and spots a pair of hoof prints on the road.

"They went to the Everfree Forest!", Star Swirl groans slamming his hoof on his forehead in dismay. "That place is dangerous as there are rumors of some of Miasma's Changelings lurking about."

"Changeling?! No! No no no no no!", Faust wearing a brown cloak screams flying into the forest at high speed.

"Hey, wait for me!", Star Swirl shouts chasing after her. "I'm getting too old for this!"

A Changeling corners a teen Celestia and pre-teen Luna into a mud swamp. Both alicorns suffered some injuries from the Changling. Their magic having no effect on the Changeling and their wings are broken.

"What pitiful magic, but that's what you expect from a half-blood. Their power pales in comparison to a pure-blood.", the Changeling said before lunging towards the two. Celestia shields Luna with her body and the two close their eyes await their fate, but notice the attack didn't came. They see a crimson aura surround the Changeling. The one stopping the Changeling is an extremely angry Faust with a somewhat frighten Star Swirl hiding behind a tree.

"YOU DARE?!", Faust roars in rage slamming the Changeling hard through several trees before slamming to a boulder. The Changeling coughs out blood. Faust eyes glow pure white as a powerful crimson magical aura radiates around her.

"Mother...", Celestia said.

"YOU DARE LAY FANGS UPON MY DAUGHTERS?", Faust roars choking the Changeling with her magic.

"Th-they were your daughters? I had no idea...", the Changeling said in fear struggling to breathe.

"SILENCE! YOU SHALL PAY FOR THIS AUDACITY, AND PAY DEARLY!", Faust roars tightening her squeeze.

"Please... S-Spare me! I won't do it again... I'll even leave this kingdom...", the Changeling said as he feels his life being squeezing out of him.

"Mom! Stop! I know he is wicked, but I cannot bear the though of slaying him for our sake.", Celestia said scared to seeing her mother like this. "Please, spare his life!"

Hearing those words Faust calms down and her magic dissipates, loosening her grip.

"Count yourself fortunate, Changeling, that it is within my nature to be merciful.", Faust said to the Changeling. "But know this: Should I ever discover you near my daughters again, I shall consider this my nature as a mother to end your life."

The Changeling nods in fear as Faust release him. The Changeling clutch his throat gasping for air.

"I...", Celestia said knowing that she and Luna are in trouble.

"Enough.", Faust interrupts. "It's best that we leave this place."

Faust teleports herself, Luna, Celestia and Star Swirl out of the forest leaving the traumatized Changeling alone.

The three find themselves in Faust's home, a simple middle age home.

'That's right, the castle is still under construction.', Star Swirl thought. 'Still it's a rather nice place.'

Faust gives her two daughters a cold glare. "Explain yourselves."

Celestia apologizes to her mother claiming responsibility, but Luna steps up telling Celestia not to take the blame. Luna reveals she was curious about the Everfree Forest and decides to venture off into it despite the warnings from Star Swirl and Faust. Celestia went after her to bring Luna back, until the Changeling attack.

"Please, don't punish Tia. I'll accept any punishment! Even disownment and banishment", Luna cries.

"Luna...", Faust said wiping away the tears from Luna's face. "No anger I feel at your disobediance could ever outweigh my relief in having you and your sister returned safely to me. "

Faust hugs Luna with her hooves, while Celestia with her wings.

"You both suffers much, yet you press forward and admit your faults. I could not be prouder than to have you two as my daughters.", Faust said. "However, should such a thing happen again. I shall paddle your rumps till they glow red."

Both Celestia and Luna shivers at the warning.

"Now then let's get you two patched up and clean.", Faust said.

Luna looks at the last page of the book showing Faust giving Luna a bath after Celestia finishes her's. At the bottom of the page was "End of Vol 1".

The group, sans Chrysalis look in awe on what they heard. Lauren Faust is truly a pony worthy of the title queen and is perhaps the strongest being in all of Equestria. The Alicorn Princesses can see why Miasma called them imposters. None of their achieves are even close to what Faust had done.

"Um... You're not going to tell your mother about my mischief will you?", Discord asks Luna nervously after hearing what Faust nearly did to the Changeling.

"Maybe..."

Author's Note

Yeah, the Star Swirl being ice cream was from this comic. Link!

And the angry Faust saving Celestia and Luna from a Changeling is based off of a comic Moon-Fall by robd2003. Though the attacker was a monster spider in the comic.

Changeling's Life

Near the borders of Equestria...

"What's so special about this tree?", Breaker asks.

"Fool! This is no ordinary tree. This is the Tree of Harmony and the a remnant of Faust.", Miasma said.

"How do you know that?"

"Because I was there witnessing the battle that decide the fate of Equestria.", Miasma said thinking back. "And her final moments..."

Miasma opens her eyes after being briefly blinded from Faust's final attack on Gadoma and Chaos. To her shock Gadoma stands with a large hole on the chest, while Chaos and his entire army are nowhere to be seen. Not only that the damage caused by Chaos have been reversed as the once dying Equestria has been restored to it harmonic glory. Miasma looks down and sees Star Swirl regaining conscious. But then realize something...

"Where's Faust?", Miasma mutters closing her eyes to sense her presence, but is unable to do so. "Don't tell me... She died... and it was not by my hooves!"

"I later discover one of Chaos' generals manage to escape the blast in time."

"Look at what you did.", the silhouette said looking at the destroyed Gadoma. "Faust is definitely something, along with those Elements of Harmony. Even if Faust is no longer among you, those Elements will no doubt keep this land safe. But that's not gonna happen."

The silhouette walks to the scattered Elements on the ground and starts picking them up, putting them all in a bag. Star Swirl gets up trying to stop him. "I won't let you!"

The silhouette responds by punching Star Swirl's face knocking him to the ground, before picking up what he believed to be the last Element.

"This kingdom may still have two alicorns, but they are no Faust. Never have and never will.", the silhouette laughs putting the last element in his bag.

"You make it sound like there are different levels of Alicorn.", Star Swirl said struggling to get up.

"So course there are. Three levels to be precise.", the silhouette said bending down to Star Swirl grabbing his beard. "First there are the 3rd class, the Ascended Alicorns aka Mud-Bloods. Their regular ponies that have done something worthy to become Alicorns, but they are by far the weakest of the kind, though there are extremely rare cases where they can be just as powerful as Pure-Bloods. Then there are the 2nd class, Half-Bloods. They're alicorns with a single alicorn parent, and while they may be stronger than those Mud-Bloods their power still pale in comparison to the Pure-Bloods. Finally we have the 1st class, Pure-Bloods. Their alicorns, where both parents are alicorns and are the most powerful of the species. So powerful that killing one will make your name legendary."

"Faust's kids can move the sun and moon, so what?", the silhouette asks standing up. "Almost everyone in the Unknown can do that. Do you want to know why the beings in the Unknown are so powerful? The answer is simple, magic is born to be used as military weapon to spill gallons of blood! Friendship is magic? That's just a garbage fantasy. I'm sure you understand that magic leads to death and destruction."

"That's not true!", Star Swirl argues. "If magic is used correctly, it'll definitely bring happiness to all life!"

"And what makes you so sure? Are you saying magic has never harmed anyone before?", the silhouette asks. Star Swirl went quiet, unable to answer. "Just as I thought."

The silhouette turns to leave, but Star Swirl grabs his leg. "Give back... the Elements..."

"Such heroic nonsense.", the silhouette said kicking Star Swirl to the face hard, knocking him out. "These things are practically useless to me, but I'm sure I'll make big bucks out of it. It'll also make it difficult for you to find them."

The silhouette leaves the area laughing. Miasma decides to leave in disgust and disappointment as her chance of revenge is robbed from her, but stops upon seeing something shiny. She approach the location where the shine is coming from and finds six of the Elements of Harmony circling what appears to be a seed made out of crystal. Miasma touches the seed and backs away upon feeling the power within.

"Faust..."

With an evil grin, Miasma use her magic to combine the six remaining Elements into the seed and drops it off in front of the unconscious Star Swirl.

"Wait, so you're said that this tree is Faust?"

"Yes and no.", Miasma answers. "And that's all you're going to get from me."

Miasma walks up to the tree and tears a branch off of it.

"I may have been robbed of my revenge on Faust, so I'll settle with the second best thing.", Miasma said. "The Magic of Creation!"

Miasma stabs her chest with the branch and starts assimilating the magic into her body.

"Put the tree back to where you found it.", Miasma said to Breaker.

"Aw, don't be so hard on him.", Ambrosia said coming out of nowhere.

"Where did you come from?!"

"Fourth wall. Not important.", Ambrosia answers cheerfully.

"What do you want?", Miasma asks. "Are you going to tell me that those alicorns are going to be a threat?"

"No, silly. In the MLP Movie, they are incredibly weak and stupid. Celestia, Luna, and Candance gets turned into a statues by a broken horn unicorn. Twilight tries to steal a pearl from the hippogriffs and yells at Pinkie. Flurry Heart is captured by PURGE, while Shining Armor gets turned into the Perfect Artificial Alicorn, although that part is from a fanfic." Ambrosia explains.

"While I have no idea what you're saying, that just proves my point. They couldn't even defeat Tirek with their own power and had to use Faust's Rainbow Power to beat him.", Miasma said. "They have the magic, but not the muscles."

"Isn't that the centaur you beaten the living crap out of a long time ago?", Ambrosia asks.

"Yes, he and his brother attempted to have their revenge on me, but I easily defeated them.", Miasma said. "Then the brother came back to offer a hand of friendship, so I gave him a death sentence."

"How was it?"

"It was enjoyable."

Back in Ponyville...

"If I may asks, how did you survive your fall?", Twilight asks Chrysalis as Luna closes the book. "I mean a fall like that would've been fatal to even me."

"To tell you the truth, I did die from the fall.", Chrysalis answers.

"WHAT?!"

"But you're standing right here!", Twilight points out.

"This is one of the reason why the Changeling Empire is known to be powerful for it is also known as the Immortal Empire.", Chrysalis said. "My mother created special cocoons capable of bringing Changelings back to life. All you need is a piece of the deceased and it only applies to officers and royalty. So whenever we lose a powerful warrior, rather than find a replacement to train we just bring him/her back from the dead. In fact my death in the Canterlot Wedding is my twentieth death."

The ponies were horrified and disgusted on what Chrysalis just said. The Changelings are being treated like recyclable objects, just so the Empire wouldn't lose and waste resources and time. After much discussion a decision has been made.

"Are you sure this is alright?", Chrysalis asks walking with Starlight and Trixie. "I expected prison or something."

"I think what you've already been through is punishment enough.", Starlight said referring to her severe injuries. "What's the Changeling Empire like?"

"The Empire is very different from how the ponies of Equestria live, from military to culture to food.", Chrysalis answers.

"Wait, you actually eat food?", Starlight asks.

"Of course we do! Changelings feeds on emotions, in my case love, to replenish and increase our magical energy.", Chrysalis explains. "We eat food to nourish our bodies."

"How was the Empire formed?", Starlight asks curiously, causing Chrysalis to stop.

"It was a long time ago...", Chrysalis starts holding holding her horn and images appear like a story book showing different types of Changelings in war with each other.

"How can you still use magic?", Trixie interrupts completely appalled.

"As long as I have my horn with me, I can still use magic. Kinda like using it as a wand. A basic contingency plan should the horn be snapped off.", Chrysalis answers before continuing off with the story. "Before the Empire, there used to be thousands of Changeling Tribes, similar to the three tribes that founded Equestria. The difference is that the Changeling Tribes are more hostile and violent. Eventually the hostile broke to the point of war, known as the Unification War which lasted to one hundred years. The purpose of the war is that whoever won not only unifies all tribes under his/her control, but be declared eternal ruler of the Empire and that winner is my mother."

Both Trixie and Starlight were shocked at this and both wondered what would've happened had something similar happen to the three tribes.

"While Equestria rule with harmony and friendship, the Empire on the other hand follows the "might makes right" rule.". Chrysalis continues. "I don't know why the Changeling were hostile at that time for our race had been around for a very long time. So long to the point that we don't even know of our own origins. After the formation of the Empire, we started invading other lands to expand our territory. Many fell, while others manage to fight us off in a stalemate. In fact the only time we've suffered losses was our three attempts to conquer Equestria; once by Miasma and twice by me."

"About Miasma, how is she so powerful?", Starlight asks.

"All Changeling Queens and Kings starts their training at the age of four. First our magic must be drained making our bodies as weak as mush. Then we must go through harsh physical labors to increase out stamina and muscle strength. That way, should our magic be drained from us, we can still fight off our foes with physical strength. Eventually we get our magic back and start honing our magic skills. After ten years of training we get pushed to the front lines to gain some battle experience by sharpening our senses whenever we are in the battlefield."

'That could explain how she saw through Thorax's disguise, but to think they train children so young just to become power warriors.', Starlight thought in disgust.

"Once we finish our training given to us, we started our own training routine to keep in shape and improve.", Chrysalis explains. "How else was I able to defeat Celestia, Luna, Shining Armor, Cadance, Twilight and her friends?"

"Wait! You mean to tell me that you captured them all by yourself?!", Starlight said in shock.

"Well not all of them together. Some were in pairs, while others individually.", Chrysalis said. "Honestly, you should tell the princesses to work out. Celestia's power was still at the same level when we've last battled at the Canterlot Wedding."

"I'll keep that in mind.", Starlight said, before hearing her stomach growl. She blushes, before hearing Chrysalis and Trixie's stomach growl. "Guess all that talking made me hungry."

"Hey, why not try the food from Chrysalis' homeland?", Trixie asks.

"I guess it's worth a try, but I'm not sure if Chrysalis can cook."

"I can cook. It's part of our training to make our own meals.", Chrysalis said.

Both Starlight and Trixie sweatdrop.

Liberation of Griffonstone Part 1

Note: Takes place during A Flurry of Emotions.

"Why are we in Griffonstone?", Starlight asks walking with Chrysalis (Disguised as a pony) and Trixie.

"My sister's grip on Equestria was strong, so the Rebellion led by Faust decided to gather allies by liberating the other kingdoms under the control of the Changelings.", Chrysalis answers. "The Changeling ruling Griffonstone at that time was by older brother Greed."

"What he like?", Trixie asks.

"He is manipulative and scheming as he is not above employ dirty tactics.", Chrysalis said. "Do you know how he took control of Griffonstone?"

"He invaded like Miasma?", Trixie asks.

"No, he challenged the king to a duel.", Chrysalis said. "But that duel was rigged."

The trio enters the library and Chrysalis pulls out a very old book from the shelf.

"This is King Grover's journal!", Starlight said in shock.

"Back then he was only a prince.", Chrysalis said sitting down and opens the book.

A young Grover burst into his father's throne room in panic.

"Father! The Changelings are here!", Prince Grover shouts.

"So Miasma has finally subjugated Equestria.", King Griffen said grimly.

"No, these Changelings are different. They appear to be gold and their leader is a male.", Grover said. "The leader challenge you to a duel."

"So Miasma wasn't the only one. There were others.", King Griffen said standing up. "I shall shall accept this duel."

"Father, please! Do not do this! It could be a trap!", Grover pleads.

"It is the law, my son. This is how the kings of Griffonstone are chosen to rule.", Griffen said picking up his shield, sword and spear. "We will respect it."

"But they're Changelings! You saw what they're done to the ponies of Equestria! If you lose they'll do the same to us.", Grover said.

"And that is why I will not lose. Our family has protected Griffonstone and its treasure for generations.", Griffen said. "It is the Changelings that will meet their end."

Grover sighs in relief as he sees his father stands over the defeated Greed pointing his sword to the neck.

"You have lost.", Griffen said. "Leave this place and never return."

"I'm afraid the fight has just begun.", Greed said with a smile.

From a far distance a Changeling points his blowpipe to Griffen's neck and shoots a sedative dart. The king's starts to get dizzy allowing Greed to take his opportunity to launch his counterattack, by ferociously beating him with his hooves before finally kneeing him to the stomach forcing the king onto his knees. Greed picks up the king's sword and positions it to the neck.

"You've cheated.", Griffen said whispers weakly. "Have you no honor?"

"I'm afraid the honor you knew is dead.", Greed whispers back swinging the blade down.

"NNNOOO!", Grover screams running to his father's body.

"I claim this throne and kingdom as ruler of Griffonstone!", Greed declares with nearly half the Griffons bowing before him.

"Never!", Grover shouts standing up. "No cheater or murderer will ever rule Griffonstone!"

"If you'll not join me. You will all die.", Greed said as his changelings and bought griffons point their weapons to Grover and his loyal griffons.

"You're all traitors!", a female griffon said glaring at the griffons siding with Greed.

"Unfortunately for you history will not see it that way.", Greed said. "Execute them!"

Grover and his loyal griffons makes a run for it as Greed's troops chase after them.

"That's horrible! This Greed is much worse than Miasma.", Starlight said in disgust.

"While Greed is a powerful fighter himself he's more of a business man than soldier.", Chrysalis said. "He rules at least 75 kingdoms, but he only earned through foul play like faking a surrender, disguising his army as dying pheasants, or winning rigged one-on-one duels. What really makes him dangerous is that he can control greed."

"How does that work?", Trixie asks.

"Greed starts off from a being's desire.", Chrysalis said. "Tell me, what is Twilight Sparkle's desire?"

"To spread the magic of friendship.", Starlight answers.

"Tell me, what would happen should Greed amplify Twilight's greed to a higher level?"

"Oh...", Starlight said realizing what Chrysalis is trying to say.

"Twilight Sparkle would eventually spread the magic of friendship in an extreme way like through force.", Chrysalis explains. "Whether it going to be used for good or bad, greed can be a dangerous emotion if not used wisely."

"In other words should he use his ability on an alicorn like Princess Luna..."

"There's a great chance it'll transform her back into Nightmare Moon, for the desire of Nightmare Moon still lingers deep within Luna."

"That is a dangerous power.", Starlight said. "Is there any way to defeat him?"

"By using his Greed's own greed against him.", Chrysalis said. "And his greed is collecting one of the kind items, like the Elements of Harmony."

"That's good to know.", Starlight said looking back at the book. "So what happened next?"

Rebel Camp, Everfree Forest...

"What do you have to report?", Lauren Faust asks two pegasus scouts.

"You were right. Miasma's castle is fully shielded and has now become a fully fortified fortress.", the scout reports. "Launching an attack would be suicide especially with our numbers."

"That is why I've sent Star Swirl to the neighboring kingdoms in hope we can form an alliance.", Faust said.

"But those kingdoms are under the control of the Changelings!"

"Yes, but not under Miasma's.", Faust said. "During my life in the Unknown, I learn a great deal about the Changelings. They are very prideful to the point that they refuse to call for help from another. Doing so would tarnish their fearless reputation."

"Where is Star Swirl at right now?"

"He should be at Griffonstone to meet with the rebels there.", Faust answers. "Me, Amore and a few others will be joining him soon."

"Why's that? I thought it was just a meeting."

"There are rumors of weapons powerful enough to decimate an entire army. If those rumors are true, then it's best that we destroy it while it's still there."

A group of griffon rebels are fighting off a battalion of Changelings in the forest.

"Don't lose to the Changelings!", a griffon warrior shouts. "Let's go!"

A Changeling grabs one of the griffons by the neck. "Pathetic creatures! Your futile resistance is the same as death!"

The Changeling toss the griffon aside before punching another one down. Watching the fight was Star Swirl sitting on a tree.

"They're really going at it.", Star Swirl said. "Time for me to make my entrance."

"Over there! A Changeling in the guise of an unicorn!", a griffon officer shouts pointing to Star Swirl jumping off the tree. "He's there! Fire your arrows!"

Griffon archers form a line and fire their arrows towards Star Swirl. Star Swirl looks up and sees a shower of arrows coming towards him.

"Hey, now! You got the wrong pony!", Star Swirl screams moving away just in time. "Fools! Look at this face! Do I look like I'd attack griffons..."

Star Swirl sees another wave of arrows coming towards him and runs behind a tree. Unfortunately he didn't make it in time as one of the arrows hit the flank where his cutie mark used to be.

"He's down! Get him!", the griffon officer orders as the archers draw out their swords.

"Why me?! If only I had my magic back!", Star Swirl said pain struggling to pull the arrow out. He sees the griffons charging towards him forcing him to flee. "Damn it! Faust! Amore! Knight! Ace! What's taking you?!"

"What's that?!", Greed said sitting on his throne. "Faust is coming here?!"

"Yes, sir!"

"Damn that Miasma! What the f*** is she doing?!", Greed curse. "No doubt she's coming to form an alliance with the griffons, but that all there is?"

"Is it possible that she's here to destroy our secret weapon?"

"No doubt about it, but what Faust doesn't know it that I was actually building two and fortunately for me one of them is finished. Let's put in on a test run."

Over the Celestial Sea...

Faust and Ace, a blue pegasus stallion with orange mane and tail and a cutie mark of a lightning bolt are pulling a train.

"Wait! Wait! Wait! Are you telling me that the train can fly?", Starlight asks.

"Actually Faust can use her magic to summon tracks in mid-air.", Chrysalis answers.

"That's funny, there should be any clouds today.", Faust said seeing a large shadow beneath her.

"Um, Faust. I don't think those are clouds.", Ace said looking up seeing a large metallic bird flying over them. "I think we just found our weapon."

Shooting Ray

Background Music

"Everypony hang on tight! It's going to a bumpy ride!", Faust shouts to the train carts as she and Ace take evasive maneuvers as the Shooting Ray fire it's main cannons.

"That thing got some serious fire power!", Ace said narrowly dodging the magical blasts.

"Go on ahead! I'll handle this metal monstrosity.", Faust said removing the harness.

"But I need your magic to summon the rails.", Ace said as Faust flies next to the cart where Amore is and hands her a drawing of rail tracks.

"Just use your magic onto this drawing and the tracks will appear, however you must be careful on the directions.", Faust said.

"You can count on me.", Amore said as Faust flies towards the Shooting Ray firing several magical blasts only for them to be blocked off by shields.

"Looks like this won't be as easy as I thought.", Faust said summoning her sword. "If I can't blast it then I'll just cut through it!"

The Shooting Ray open up two hidden double barrel machine guns and fire a barrage follow by a barrage of magic in a shape of missiles.

Faust creates a large spherical barrier blocking off the barrage as she approach the Shooting Ray. The mane cannons fire a second round and although the barriers withstood the attack the impact pushed Faust to a considerable distance. Seeing that the mane cannons are going to be a problem Faust changes her sword into a bow and summon two arrows.

Faust fires her two arrows each heading for the cannons. The arrows pierce through the barriers and then to the cannons destroying them although the barrier remains active.

The center of the Shooting Ray opens up revealing a large cannon hidden inside. The cannon fires a large blast of magical energy towards Faust. She survives the blast, but lost her barrier in the process. Faust fires back, but the ship's barrier persist.

"In that case, I'll just have to take that beam head on.", Faust said flying in front of the ship exposing herself to a second attack while charging her horn.

"Fire!", the Changeling Captain orders as the pilots fire another shot with their heavy cannon. Faust intercepts the beam with her own resulting in an energy clash.

"She intercepted the beam!", the Captain said. "Give it more power!"

"More power coming up!", the gunner responds increasing the power.

The Shooting Ray's beam starts to push Faust back forcing her to put more power to her beam.

"More power!", the captain orders.

"Just a little more...", Faust said putting more power to her beam.

"She's weakening! More power!"

"But sir! We have to shut off the barrier to do that!"

"Then shut it off!"

The Shooting Ray's beam grows even larger and stronger pushing Faust back, but Faust remains strong keeping the beam at bay with her own.

"Where is she getting her strength from?! More power!"

"But sir! We're already at max power! Going even higher would be disastrous!"

"I said more power!", the captain shouts increase the power himself only to cause the cannon to overload.

"I told you! The cannon can't handle that much power!", the pilot shouts as the cannon explodes taking the ship with it.

"That's what happens if your not too careful with power.", Faust said as she watches the Shooting Ray crash and sinks into the ocean. "Well then time to catch up with the others."

"Woah, Trixie wonders with the wreckage is still there?", Trixie wonders.

"After we finish this book, why not search for it?", Starlight suggests. "Bringing something like that would make Twilight freak out in excitement."

Author's Note

Faust pulling the train in the air and summoning tracks for it with her magic, is kinda like how Den Liner work in Kamen Rider Den-O.

Liberation of Griffonstone Part 2

Greed is punching and kicking a metallic punching bag with great ferocity leaving large dents. As he does so a griffon enters the room, causing Greed to stop.

"What is it?", Greed asks grabbing a tower to wipe off the sweat.

"The Shooting Ray has been destroyed.", the griffon reports. "By the alicorn Faust."

"A shame but expected.", Greed said putting on his glasses.

"You seem rather well considering this loss."

"Loss you say? I'll admit the destruction of the Shooting Ray is severe, but provided my with valuable information.", Greed said using his horn to create a holographic projection of an energy clash between Faust and the Shooting Ray. "Had it been an Ascended Alicorn or a Half-Blood the Shooting Ray would've easily obliterated them, but Faust however was able to fight it off to a standstill and perhaps with ease. This proves that Faust is a pure-blooded alicorn."

"And that's a good thing?"

"Killing a pure-blooded alicorn will make my name go down in history books and will make me number 1 of the military."

"But won't Miasma get mad should you try something like that?"

"I already thought about that. With this new ship I'll easily deal with Faust and the rebels here and once I'm done with them, I'll go to Equestria and deal with my older sister as well.", Greed said before laughing.

What Greed didn't know is that Miasma happened to be spying on him through her special orb. Miasma slams her hoof to the table making everything on it jump.

"So that blasted scheming bug-eye twit! That conniving claim jumper! Equestria is mine to rule! Mine!", Miasma said in rage. "With that ship he'll be difficult to deal with. I have to stop him, but how? That ship was designed specifically to not only destroy kingdoms, but have the weapons to kill a pure-blooded alicorn."

Miasma then gets an idea.

"Of course! Once that brother of mine lowers his guard, I'll steal that ship for myself.", Miasma said. "My army will be unstoppable!"

Near the Griffon's Rebel Base...

A squad of Changelings and defected griffons attack the first line of defenders. The defected griffons continue their battle with the rebels, while the Changelings easily knocks out the ones standing in the way. Before they could reach the gate and barrage of arrows stop them.

"Don't falter!", Grover shouts leading a second wave of defenders out of the base. "No matter what, don't let the Changelings into the base!"

The Griffons fire another wave of arrows, which the Changelings block off with their magic though Grover manage to land a hit to the leader's neck killing him. Grover readies another arrow when suddenly Knight, a white unicorn stallion with blue mane and tail and a cutie mark of a knight helmet jumps in and cuts down several Changelings with his sword.

Amore kicks a defected griffon between the legs and then punches him to the face.

A Changeling chokes a rebel griffon with his magic, when Ace taps his shoulder.

"Excuse me."

"What?!", the Changeling said before receiving a punch to the face. Ace leans back avoiding a sword swing before grabbing a defected griffon's talon and throws him hard to the ground.

Apple Seed, a large orange earth stallion with red mane and tail and a cutie mark of apple and apple seeds sends three Changelings flying with a single punch.

With the Changelings defeated the remaining defected griffons retreats.

"Are you alright?", Amore asks.

"Are you the rebels from Equestria?", Grover asks lowering his weapon.

"Yes, we are.", Amore answers. "We're here to help you liberate your kingdom from the Changelings."

"Looks like everything is settled.", Faust said landing. "First things first, we need to know who we're up against."

"The leader of this band is Greed.", Grover said.

"Greed... He'll be a troublesome foe.", Faust said with concern.

"What do you know about him?", Amore asks.

"He's the 10th son of the family.", Faust explains. "He's a powerful warrior in his own fight, but he specialize in manipulation, in his case greed."

"During my time in the Unknown I've heard stories of something horrible.", Faust said. "In a kingdom not far from the Changeling Empire, a very ambitious general tries to increase his reputation. Greed took a disguise of a reliable info dealer and told the general that a high-ranking Changeling is hiding in a town near the capital city, while using his magic to increase the general's greed to an extreme level."

"The information about there being a high-ranking Changeling was a lie then.", Amore said.

"No there was a Changeling there, but it was a suicider.", Faust said. "The general brought the captured Changeling to the palace and then boom. The entire capital city was destroyed and soon the rest of the kingdom was taken over by the Changelings."

"Is there any way to resist his magic?", Amore asks.

"One would be having no desire at all, while the other is having a strong will.", Faust said. "After all, amplifying one's emotion is similar to mind control."

The next morning...

The rebels sneaks to the area where Greed and his forces are residing. There they see the weapon.

"Holy, that thing is massive!", Ace said in shock.

Greed's Battleship, Leviathan

"And have alot of firepower.", Faust said grimly. "If Greed manage to make a successful run with that thing, the Changelings will make more of these."

"All the more reason to destroy it.", Amore said.

"I'll make the first shot.", Faust said charging her horn. She then fires a powerful blast blowing up a building. This caught the guards by surprise allowing the rebels to make their attack. Grover fires an arrow at an officer, but the officer easily catches it.

"The rebels have come to play.", the officer said. "Let's give them a warm welcome!"

The Changelings and defected Griffons grab their weapons and attack the charging rebels. Grover fires another shot hitting a defected Griffon to the neck.

Knight jumps in and swings his sword on the surrounding Changelings. Both Faust and Amore were about to enter the fray, when Amore spots somepony.

"Star Swirl!"

"Huh? Where?"

The two sees Star Swirl hiding behind some rocks watching the fight.

"That idiot! Why's he just watching?!", Amore said running off towards him.

"What a joke!", Star Swirl mutters rubbing his flank where the arrow landed. "Heh! I'm not going to help at all! Even if I appeared, I'd just get accused of being a Changeling in disguise."

"Hey!"

"Huh?", Star Swirl said before getting punched to the nose. "Amore? Faust!"

"What are you doing?!", Amore said kicking the injured flank.

"But... they think I'm a Changeling in disguise thanks to my blank flank!"

"If that the problem, then I'll have that fix in not time.", Faust said pulling a quill and paper. She draws a copy of Star Swirl's cutie mark and puts the drawing on his flank like a tattoo. "This is only a temporary solution."

"Fine with me! Even if it's a few hours, at least I can do magic!", Star Swirl said as his eyes went from dim white to grey. "Time for some well deserve payback!"

Star Swirl jumps into the battlefield summoning a sword while blasting down several Changelings.

"Star Swirl?", Ace said backing hoofing a griffon. "You were the Changeling disguised as a pony the griffons were talking about?"

"Said's who?!", Star Swirl said swinging his blade. "Stop making me repeat myself! I'm not a bloody Changeling in disguise!"

Star Swirl swings his blade downwards on a Changeling, while back kicking a griffon behind him.

Just then Greed and six other Changelings exit out of the castle catching some of the rebel's attention. Greed spots Faust among the rebels. "At last we meet, Faust. I've heard stories of your achievements, but to think you possess the Magic of Creation."

"You sure know alot about me.", Faust said walking up to Greed.

"To defeat your enemy you must know them.", Greed said. "And your arrival is perfect, for when I kill you my name will become legendary."

"Sorry, but I don't plan on dying any time soon.", Faust said.

"True...", Greed said before transforming to his battle form.

Greed's Battle Mode

"I'll handle Faust myself, cover me.", Greed said to the six Changeling as they all transform.

Royal Guards

The six guards draw out their weapons and attack the rebels, while Greed himself attacks Faust. Faust quickly summons her armor and blocks Greed's staff with her sword.

Faust's Armor

The rebels were having a hard time fighting the royal guards.

Star Swirl fires a powerful magical blast, but the guard raise his spear blocking and absorbing the magic before firing it back to Star Swirl. Star Swirl jumps out of the way just in time.

"What's with them? They're so strong!", Star Swirl said.

"They're royal guards, so it's likely that their power and ranking rivals that of a general.", Amore said creating a crystal shield which the guards easily shatters with a single punch. "Meaning they're second to the royal family."

"Correct, but that's all they can ever be. Second best.", Miasma said coming out of the Amore's shadow. She fires a magical blast piercing through the guard's forehead, killing him.

"Miasma!", Greed shouts in anger with his staff locked with Faust's sword. "Since when did you start helping the rebellion?!"

"Bah! The rebellion means nothing to me.", Miasma said punching another guard to the face shattering the helmet with ease. "I help no one but myself! Which is why I'm here, I'm taking your precious ship."

"Over my dead body!", Greed shouts firing several fireballs from his staff.

"I was hoping you say that!", Miasma said using her magic to redirect the fireballs towards both the rebels and Greed's army. Faust waves her hoof turning the fireballs heading to the rebels into ice allowing Amore, Star Swirl and Knight to use their magic to shatter them. Faust then tilts her head back as a small needle flies past her face. She turns to where the needle came from and destroys a boulder with her magic.

"Tch! I was so close!", a Changeling said coming out of the smoke looking exactly like Greed.

"Twins?", Faust said in surprise.

"Well, since you saw me I might as well introduce myself.", the Changeling said. "I'm the 11th son of the family, Envy."

Grover fires several shots with his bow at a royal guard, but the guard easily blocks them all with his spear. Grover reaches for another only to find his quiver empty. The guard swings his spear, but Grover stops it mid-swing by grabbing it. The two struggle to overpower each other. Seeing this is getting nowhere the guard pulls out a knife and attempts to stab Grover to the head. Grover quickly kicks the guard's leg forcing him to the ground, before Grover stabs him to the chest with the spear. Grover quickly pulls out the spear and aims it to another royal guard.

"So the stories of Greed being weak and cowardly was just an act to lower his enemies guard.", Faust said.

"Of course!", Envy said. "In truth my brother is more than capable to kill that griffon king in a fair fight, but we went for the cheating tactic just to trick our enemies to carelessly attack us thinking my brother is weak.", Envy said tossing away the blowpipe he used to weaken the king. "Considering that you're a pure-blooded alicorn, looks like we have to take it up a notch."

Envy himself change into his battle form.

Envy's Battle Mode

"Gold and silver.", Faust said looking at the twin's armor. "Makes sense."

Greed and Miasma continues with their battle.

"Give it up, Greed! Even in you battle form, I'm much stronger that you!", Miasma said blocking off Greed's strikes with her horn.

"Perhaps, but are other ways!", Greed said turning to the Leviathan. "Fire at will!"

The Leviathan cannons turn and aim towards the battlefield. Greed, Evny and their Changelings teleport to the ship leaving the rebels, defected griffons and Miasma behind.

"What about us?!", a defected griffon shouts.

"Die like worms!", Greed said grabbing the wheel causing the ship to lift off and fire on the group.

"Tch! I'll let Faust deal with this.", Miasma said teleporting back to Equestria.

"Everyone, get on the train!", Faust shouts tossing a drawing of a train into the air. The drawing explodes and an actual train appears. The rebels quickly gets on board as Faust straps herself up and pulls the train into the air just before the cannons hit. "Hang on tight! It's going to a rough ride!"

The Leviathan guns fire a continuous barrage towards the train, but unfortunately the train small size and quick speed made it difficult to hit. On the other hand, Faust is having great difficulty in damaging the ship as it it protected by a barrier.

"I can't blast that barrier down!", Faust said in annoyance.

"Do really think something so small can defeat this ship?!", Greed laughs. "Fire the harpoons!"

The Leviathan side gun ports open up and fire a barrage of harpoons with cables. Faust fires a large continuous beam of magic destroying all but one. The last harpoon hits the train car holding Equestrian rebels.

"What is this?!", Star Swirl said getting up. "Hurry and get it out!"

"Good, take us to the water!", Greed orders.

The Leviathan starts descending straight towards the ocean pulling Faust and the train along. Faust quickly takes a deep breathe as she and train submerge into the water. A large amount of water gushes out of the hole made by the harpoon into the cart. The was chaos as the ponies struggle to remove the harpoon and plug up the hole.

"Help, Ace!"

"Oh no!"

"Hurry and plug it!"

"Sorry!"

"Hey!"

"I can't see!"

'Don't underestimate me!', Faust thought as she increase speed pulling the cable until it snaps making it easier for the ponies to remove the harpoon. 'There nothing I can do unless that barrier is down.'

"Looks like those fools are done for.", Envy laughs watching the entire event from the deck. "You can come out now, I know you're there."

Grover steps out of the shadow revealing himself to Envy.

"So the prince has come for his revenge.", Envy said placing his club over his shoulder.

"Tell me, were you the one who shot my father with that needle?", Grover asks in anger.

"Indeed I am.", Envy confess. "But to tell you the truth, even if my brother hadn't finished him off your father would've been dead anyway thanks to my poison."

Envy then tosses a sword to Grover. Grover catches it and to his surprise the sword was his father's.

"It would be unfair for you to fight me with just your talons.", Envy said readying his club. Grover unsheathes the sword and enters his fighting stance.

Envy makes the move swinging his club down. Grover jumps back a bit avoiding the blow, jumps forwards and delivers a kick to Envy's face. The kick did little damage as Envy immediately throws a hard punch to Grover's stomach sending him crashing to the wall. Envy picks up a leftover steel beam and throws it towards Grover. Grover ducks down in time as the beam pierce through the metal wall. Envy charges forwards preparing another swing with his mace. Grover manage to fly up in the air, but Envy manage to break his left arm with his swing before crashing through the wall.

Grover lands on one of the turret clutching his left arm in pain before looking down to see Envy climbing up the wall towards him.

"Sir, we lost the barrier!"

"How?!"

"A steel beam crashed right into the generator!"

'The barrier is down!', Faust thought in relief. 'Time to take it head on!'

Faust heads straight towards one of the large gun barrels.

'Don't tell me!', Greed thought knowing that Faust is planning to do. "Fire the torpedoes!"

"We're going in! We'll either do this or die trying!", Faust said telepathically to the passengers. "Hold on!"

Faust charges forward only to see five train-size torpedoes homed in on her.

"There's no going back on this. I'm pushing forward!", Faust said telepathically.

"That's too reckless!", Star Swirl screams telepathically.

"I hope this work...", Faust said closing her eyes to concentrate. The two collide, but instead of crashing, Faust phase right through the torpedoes. Star Swirl faints as this happens, while the other passengers freak when they briefly found themselves inside a torpedo. Faust cancels out the phasing and enters the barrel. She then starts blasting the ship in the inside creating multiple explosions inside.

"Ace, Amore take over!", Faust said disconnecting from the train as Ace takes over, while Amore creates the railway.

Envy grabs onto Grover's head and punches him several times to the stomach. Grover retaliates with two kicks to the head before taking him down with a leg head lock. Grover grabs his sword as Envy grabs his right wing hard and toss him to the wall. Envy picks up his club and prepares to deliver the finishing blow, but before he could do so he gasps. Envy looks down and sees a sword stabbed through his chest.

"That's for my father and kingdom...", Grover said weakly before passing out. Envy drops his club and stumbles back. Envy pulls the sword out of this chest and throws it to a royal guard before falling into a fiery pit.

"You may have one this battle, but they will return.", the guard said looking at the sword coated with Envy's blood and a lock of hair from Greed. The guard teleports out of the area.

Faust breaks into the command bridge where Greed is waiting for her.

"Hey, cap. This is your final chance to run.", Faust said. "This'll be sinking."

The Leviathan tilts forward sinking into the water.

"Then I'll take you with me down to Tartarus!", Greed said.

"Remember what I said before? I don't plan on dying any time soon.", Faust said.

After a brief pause Greed grabs his staff and attacks. Faust ducks down avoiding the strike, while concentrating all her magic to her back legs. She then delivers three magically enhanced kicks. The first kick destroyed Greed's staff, the second kick weaken him and the last kick strikes the head.

Greed change back to his Changeling form and falls onto the control panels.

"So much for being a legend...", the dying Greed said weakly before his body bursts into green flame and explodes. Faust blasts her way out of the bridge and flies out of the sinking Leviathan. On her way back to the train she spots the unconscious Grover, picks him up and flies off as the ship explodes.

The rebels cheer watching the explosion through the window.

"We did it!"

"Alright!"

"Banzai!"

"Yay!"

"We did it!", Apple Seed cheers.

"Apple Seed... help me out.", Star Swirl in in exhaustion as the temporary cutie mark Faust gave him fades away.

"Oh, Star Swirl, are you okay?"

"I'm drained of magic again... Help...", Star Swirl said before passing out himself.

"Oh no! Hey! Are you okay, Star Swirl?! Wake up!"

"With the defeat of both Breed and Envy, Griffonstone was liberated from the Changelings.", Chrysalis said reading the book as Starlight writes down an exact copy for Twilight. "Grover was crowned king and an alliance was made between the ponies and griffon. The formation of the alliance was another step for the ponies to liberate Equestria.

"Isn't that the Idol of Boreas?", Starlight asks looking at a picture of Grover giving the Idol to Faust. "If Grover gave it to Faust, then what was the one Rainbow Dash as looking for?"

"That was a replica.", Chrysalis said. "It is likely that the real Idol of Boreas is still in Equestria stored safely inside Faust's treasure vault. The problem is that nopony knows where it is."

Author's Note

Faust's armor belongs to europamaxima, while the other photos belongs to Kamen Rider (Series)

Twilight and Chrysalis

Chrysalis looks down from the balcony watching Pinkie Pie introducing Maud Pie to Starlight.

"If only my siblings were like that...", Chrysalis said sadly.

"Chrysalis, I've been wondering where you were.", Twilight said walking next to her and notice that Chrysalis was staring at the three ponies. Twilight knew what was on Chrysalis' mind. "If you don't mind me asking, Starlight told me how the Changelings in your homeland work, but how does the Royal Family function?"

"By Equestrian standards they are not Queen or Kings of the month.", Chrysalis said.

Chrysalis, Miasma and several other queens walk down the street of Kludgetown to handle business.

Those residing in their homes or stores quickly close up upon seeing them, while those outside panics.

"The Changeling Royal Family!"

They quickly bow down to the sides as the queens walk past them.

"Who are they?", a brown cat asks as everyone gets back up.

"They're Changelings from the Unknown and trust me you don't want to mess with them."

"I've heard they destroyed an entire kingdom just because some poor sap gave her the wrong drink."

"Who the hell are you?", a large brutish asks blocking the queens way to the door of a large building. Miasma grabs his neck with her hoof and chokes him to death.

"Keep the change.", Miasma said tossing the corpse aside and enters the building.

A mole is seen packing up his things at quick pace.

"Going somewhere?", Miasma asks opening the door behind her are two headless guards lying on the floor.

"Miasma! What brings you here?", Verko asks in panic.

"You're one month late to pay for our protection.", Miasma said. "I'm here to collect or destroy."

"The thing is that I don't have the money. I spent it all up.", Verko said sweating heavily.

"Then I'll just have to destroy this town and take everyone as slaves.", Miasma said.

"Wait, I have something just as valuable."

"I'm listening."

"There are rumors of a wedding in some faraway land north of here."

'Faraway land north of here? Does he mean Eqeustria?', Miasma thought. 'The fact that rumors spread could mean that this wedding is a big deal.'

"You got off lucky. We'll accept that information as payment, but be sure to pay up the next one.", Miasma said. "Chrysalis, come with me. The rest of you can go back to the homeland."

"Where are we going?"

"Equestria."

"So that's how you came to the wedding.", Twilight said. "And because Miasma was the former ruler, she knew the insides and out of the kingdom. But that was more than a thousand years ago, the land has changed since then."

"True, but there were still some area in the kingdom still known to us Changelings.", Chrysalis said. "The mines inside Canterlot was one of them."

"I see...", Twilight said getting a bad feeling. "What else?"

"From armories to treasure vaults.", Chrysalis answers.

"And you know where they are?"

"Yes, I just didn't have the time to pick up the things there."

"Not to be rude, but you keep on staring at Pinkie lately.", Twilight said.

"Sorry, it's just that she reminds me of my older sister, Ambrosia.", Chrysalis said.

"I don't think you mention anything about her. What is she like?", Twilight asks pulling out a book titled, Changeling Royalty Encyclopedia.

"My sister Ambrosia is the 14th daughter of the family. You could say she is the Changeling version of Pinkie Pie.", Chrysalis said.

Twilight shivers the thought of the two meeting.

"Her kingdom resides in hot and humid rain forests as she prefers such things and the emotions she feeds off of and amplify is joy/happiness."

"I can already imagine on how she uses that...", Twilight said with her face turning green.

"Both Pinkie Pie and Ambrosia spread smiles, but it's how to spread it what makes them different.", Chrysalis said casting an illusion spell on what would happen should the two meet.

"Do you like fun things?", Ambrosia asks Pinkie Pie.

"Who doesn't like fun things?", Pinkie Pie said.

"I can show you something fun!"

"Really?"

Later...

The two are splattered in blood with Ambrosia being giddy, while Pinkie on the other hand was on the verge of crying.

"That wasn't fun at all.", Pinkie Pie whimpers as her poofy mane turns straight.

Twilight throws up into the trash can after Chrysalis dispels the illusion.

"Then there is Myxine. She's the 20th daughter of the family. Like you she is a bookworm."

"Finally a Changeling I like.", Twilight said feeling miraculously better.

"Her kingdom is resides in caves near the oceans and the emotions she feeds off of and amplify is sadness/despair."

"A common emotion that will open a path to darkness.", Twilight said thinking about Nightmare Moon.

"You better be careful around her. Whenever there is a book she is interested in, she'll stop at nothing to get it.", Chrysalis said casting another illusion spell.

"That's an interesting book.", Myxine said disguised as a pony inside a library. "I'll take it."

"I'm sorry, but this book is reserved for somepony else.", the librarian said.

"Give it to me or else.", Myxine said in a threatening manner.

"Or else what?"

Later...

Myxine walks out of town with the book in tow as the library burns to the ground. Twilight sees an illusion of herself falling to her knees.

"You maniacs! You blew it up! Damn you! Faust, damn you all to Tartarus!", Illusion Twilight cries pounding her hoof to the ground.

"Was that part really necessary?", Twilight asks.

"Please, you wanted to do that ever since Tirek blew up your library.", Chrysalis said. "You couldn't do it due to it being something a princess wouldn't do in public."

"True.", Twilight said as Chrysalis dispels the illusion.

"Wow, this is really good.", Twilight said after taking a bite of a large white triangle with green wrapping. "What do you call these?"

"Rice balls.", Chrysalis said making another. "They are common in the Changeling military as they are easy to make especially during battle. They also come in many kinds of filling."

"Chrysalis, what is the Unknown?", Twilight asks finishing her third rice ball.

"The Unknown is not some place you want to be.", Chrysalis said. "Compared to the more tamable paradise, the Unknown is a hellish area. You could say it is like the Everfree Forest, but much worse. There are highly volatile and unpredictable weather conditions and in some locations there the very laws of physics and nature and defied. It is also the place where Equestria's first alicorn, Faust was born."

"What are the chances of survival?", Twilight asks nervously.

"Even with the combine power of you, Celestia, Luna, Cadance and Flurry Heart. I'm afraid you won't last a day.", Chrysalis said. "There are safe zones, but the closest one will take days to reach."

This frightens Twilight. Miasma lived in the Unknown for more than a millennium meaning that she alone is more than capable of taking Equestria all by herself, but what frighten Twilight even more is that who else is as strong or stronger than Miasma. Noticing on how scared Twilight is, Chrysalis change the subject.

"Would you like me to show you some spells only known to the Unknown?"

"Would I?!"

Both Twilight and Chrysalis walk to an open field, so Chrysalis can demonstrate some magic used in the Unknown.

"First off, I'll show you the basics.", Chrysalis said. "You remember reading the part where Faust defeated my brother, Greed with powerful kicks causing him to explode."

"Yeah, how does that work? I mean it's just a kick enhanced with magic.", Twilight said.

"I'll show you the difference.", Chrysalis said walking to a large boulder. She throws a kick removing a large chunk of it off. "This is the damage a kick will normally do whether its enhanced or not. On the other hand the damage from the kick Faust used..."

Chrysalis closes her eyes and take a deep breathe. The magic within her body all channels down to her right back leg. Chrysalis throws a kick to the boulder and then walks off from a distance. At first nothing happens when suddenly the rock explodes causing pieces to shoot out in every direction. Chrysalis summons a barrier to block off the pieces as Twilight watches completely appalled.

"H-how did you do that?", Twilight asks.

"I simply concentrated all my magic into a certain part of my body, in this case my right back leg. After striking the target, the energy is very quickly released into the target via the force of the impact, causing a chain reaction that make them go boom.", Chrysalis explains. "It's like transferring magic to another, but in a more lethal way. It's even more devastating should that target possess a large amount of magic."

"What do you mean?", Twilight asks.

"You remember how Tirek drains magic from other ponies and how you gained the magic of three alicorns."

"Yes."

"There are two requirements needed when gaining additional magic from something or someone else. One is a body strong enough to handle the magic and the other is that the magic must be received by your own free will."

"Because I'm an alicorn and I bear the Element of Magic my body was strong enough to handle the three additional alicorn magic. I also took their magic with my own free will and because of the my body was prepared to adapt to it.", Twilight said understanding that Chrysalis meant. "Wait, then that kick you just did..."

"That's right, after the kick the magic forcefully enters the target's body against his or her will. Because of that the body was not prepared to adapt resulting in the additional magic overloading the body and then boom."

"Then that would mean..."

"Had you either delay or turned down the offer, the Princess would've transfers their magic into you resulting in your body being destroyed."

"Then I'm glad I accepted back then.", Twilight said in relief. "I never thought something like that could be deadly."

"Power can be a dangerous thing when you're not prepared.", Chrysalis warns. "Remember that well."

"So what other spells are you going to show me?", Twilight asks after she finish writing down some notes.

"This spell separates a piece of your personality from your body and become it's own pony.", Chrysalis said.

"In orders words your're splitting me in two, but the other me will have a piece of my personality.", Twilight said. "Um, which personality are you going to take?"

"It's random.", Chrysalis said as her horn glows as another Twilight appears next to the original, but this Twilight appears insane.

"Hi everypony, it's me Creepy Twilight!", the insane Twilight said. Twilight realize that Creepy Twilight was her when she was being tardy and cased the Smarty Pants incident.

"This is what I looked like when I'm tardy?", Twilight asks completely disturbed. "No wonder the CMC avoided me for a month."

"You know if I cast that spell on Luna, I might've brought out her Nightmare Moon persona.", Chrysalis muse.

"Please, don't.", Twilight said. "Though I do wonder how the two will interact."

"This spell is only common to use Changelings and perhaps some other species.", Chrysalis said. "It's called self-destruction."

"You mean blowing yourself up!", Twilight screams i shock. "Just out of curiousity how much damage can a Changeling King or Queen do when they self-destruct? I pretty much got a good idea on the drones and officers."

"Let's see... If I use this spell in Canterlot, then the main explosion will wipe out the entire city, while the shockwave damage half of Equestria and finally the toxic fumes covers the entire kingdom killing all life and making the land uninhabitable for a decade.", Chrysalis explains causing Twilight to drop her book and quill in horror.

"I officially ban you from using that!"

Both Twilight and Chrysalis walk back to to castle still talking.

"You're kidding me! One of your brothers can move at a speed of light, while another can see five seconds into the future?", Twilight said. "Do you know who they are?"

"I'm afraid I never met every single one of my siblings.", Chrysalis said. "Some of them are rather antisocial, while others don't get along with each other. I learned that in the last meeting with my siblings. I'll show you."

Chrysalis place her horn onto Twilight's horn in order for Twilight to look into Chrysalis' memory.

Twilight finds herself inside a large castle. In fact it's larger than any castle in Equestria combine. She then sees several female Changelings dressing Chrysalis in a kimono.

"Hurry, it up!", Miasma said leaning by the doorway dressed in a kimono as well. "The meeting starts in ten minutes and if we're a second late I'll have your heads."

Hearing that the Changelings speed up the process till they finish.

"Let's go.", Miasma said to Chrysalis as the two leave with Twilight following them.

Twilight finds herself in a rather strange meeting room. The only furniture in the room are very small tables lined up.

"So, who do you think will show up?", Chrysalis asks Miasma.

"Who knows? Perhaps we may be the only ones.", Miasma said as the door opens up and several tall Changelings enter the room. The females are wearing kimonos, while the males are wearing samurai armor.

Twilight recognize some of them as they take their table. Among the members in the room are Myxine, Greed, Envy, and Ambrosia.

Calliphora, 17th daughter of the family.

Brute, 9th son of the family.

Solar, 3rd son of the family.

Lunar, 25th daughter of the family.

"So only ten of us are here.", Miasma said. "Much more than I expected, in fact this is the highest."

"Hey guys, listen...", Envy said sitting down. "Can we dismiss this meeting for today? Also, let's abolish this tradition for next year while we're at it!"

Miasma facehoof, while Chrysalis stares at him in confusion.

"Don't you think it's a huge pain with no real meaning to it as well?", Envy said in a lazy tone.

"This is a direct order from our mother, we have no choice but to participate.", Myxine said reading a book. "Having it abolished would be absurd."

"No one was asking you.", Envy said.

"You're really annoying.", Myxine said adjusting her glasses.

"You're even more annoying than usual, what's wrong don't have a book you like?"

"Go die.", Myxine said glaring at Envy.

"Too bad, not gonna happen!"

"I see you're the same annoying and loud birdbrain as always.", Solar, a tall changeling with a fiery mane and tail said. "As members of the royal family we have a lot of freedom and an endless budget. Why don't you just do your duty as King?"

"Hah! Like I'm gonna listen to you!", Envy said. "Here's an idea. Hurry up and leave the Empire. Leave today. No, right this instant! Ok, Three two, one..."

"Shut it, shorty.", Solar said pushing Envy's button.

"I'll f***ing kill you!", Envy shouts summoning his spiked club and swings it down. Solar does a back flip dodging the blow and draws out his flaming sword.

"I see everyone is pretty energetic today too. Why not we all smile?", Ambrosia suggests.

"When the f*** did you become our boss, Ambrosia?!", both Envy and Solar screams in rage.

'T-they get along about 800 times worse than me and my friends do!', Twilight thought in shock. "That and they're very scary."

The argument then slowly become a brutal fight.

Negative Effect

"Do you think Dr. Fauna will like the new animal sanctuary?", Starlight asks Twilight as they walk back to the castle.

"I'm sure she'll love it.", Twilight said before seeing Chrysalis staring at a missing pony paper. "Is that Chrysalis over there?"

The ponies walks up to the Ex-Queen and looks at the paper.

"I know that pony.", Twilight said. "He's Sweet Victory a son of a noble. He's been missing for almost an year."

Chrysalis grabs the paper and tears it to pieces, much to the two unicorns shock.

"Hey, why'd you do that?!", Twilight said picking up the pieces.

"You should give up the search for that pony is long deceased.", Chrysalis said walking back to the castle leaving Twilight and Starlight horrified.

"You sure about that, Twilight?", Princess Celestia asks sitting by the map table with Princess Luna, Princess Cadance, Shining Armor, Starlight and Princess Twilight. "Did Chrysalis really say that Sweet Victory is dead?"

"Yes, Chrysalis said it herself.", Twilight said. "I just can't believe..."

"Before you finish that sentence, let me make this clear.", Chrysalis said entering the map room. "Yes, I did kill him, but I didn't have much of a choice then."

"Well then, Chrysalis.", Celestia said. "Tell us what happened, since you are in a way the only witness."

"It all happened after Tirek's defeat and Princess Twilight gaining a new castle.", Chrysalis starts.

Chrysalis walks across the streets of Canterlot disguised as a regular earth pony.

'It's almost as if the Tirek incident never happened.', Chrysalis thought seeing the ponies doing their everyday lives. She then notice two groups of ponies having a standoff. 'Wonder what's going on over there?'

"Why challenge us now?!", Gold Star, a large gold earth stallion with red mane and tail and a cutie mark of a silver shield with a large gold star in the center. "Didn't you lose enough against us?"

"Shut it! I'm a noble! Show me some respect!", Sweet Victory, a black unicorn stallion with blue mane and tail and a cutie mark of a gold coin said. Gold Star's gang laughs at Sweet's outburst.

"I have no interest in lambs masquerading as lions.", Gold Star said. "My interest are with the Elements of Harmony Bearers for they have the strength to save Equestria from foes even the rulers cower before, but if you insist on losing again then I'm happy to oblige. What do you wager?"

"My entire treasury!", Sweet said charging up his horn to perform a spell, but nothing happens. Sweet freaks at this, while Gold Star smirks at the unicorn's unfortunate situation. Sweet tries to power perform a spell, but still nothing happens. "Work! Work!"

"Pathetic.", Gold Star said stepping up to Sweet. "You didn't even realize that your horn got a crack on it. That's what you get for trying to play tough by taking Tirek and Discord head on."

Sweet tries to charge his horn once more, but this time his horn overloads and breaks.

"Looks like I win by default.", Gold Star said taking the key to the treasure vault. "As of now everything you own now belong to Baron."

The stupefied Sweet turns to Blueblood, who was among the crowd watching the scene. Sweet approaches the white stallion in anger grabbing him. "Hey! You're a noble as well and Princess Celestia's nephew! Are you going to stand by and watch?!"

"Don't be ridiculous! Why would I face Gold Star?!", Blueblood said freeing himself from Sweet's grip.

"He's making us nobles look bad!", Sweet screams in rage only for Blueblood to push him aside.

"Listen up, Sweet Victory.", Blueblood said. "The noble's age is coming to an end. After Twilight Sparkle became an alicorn I realized that our hold of power is dwindling and with the aftermath of the Tirek incident we are now shadows to the ones really holding the power."

Those words shocked Sweet Victory to the core.

"If I recall your treasure vault is the final piece of property you own.", Blueblood said. "With that gone the House of Victory is finished. All you can do is start over."

"Blueblood...!", Sweet growls, before seeing his pals leaving. "Hey, where are you guys going?! Hey!"

Sweet collapse and falls into depression.

"So it would appear that Celestia's choices have some negative effects after all.", Chrysalis said as the crowd leaves before closing her eyes to contact a Changeling through Hive Connection. "I need some information."

Chrysalis sits on a table by Donut Joe's shot sipping a cup of tea as a Changeling disguised as a pony sits across her.

"Look you long enough, Ryouma.", Chrysalis said taking a donut.

"Sorry, but getting information from a higher-class isn't easy.", Ryouma said.

"So, what do you got?"

"The unicorn is Sweet Victory from the House of Victory and he is a noble. They are in charge of managing the kingdom's currency.", Ryouma said pulling out some files. "He's the richest pony in all of Equestria and is rather popular with the ladies."

"So he's just the usual stuck-up type.", Chrysalis said finishing her first donut. "All bark but no bite."

"He looks down on those he called commoners, but unlike most he kept that to himself knowing that it'll just get him in trouble after what happened to some pony name Buck.", Ryouma explains. "However everything starts to fall apart when Twilight Sparkle and her friends defeated Nightmare Moon."

"The Elements of Harmony bearers became heroes and thus became popular with the public.", Chrysalis said picking up another donut. " He has since been overshadowed by the ponies, who defeated powerful foes not by skill or knowledge, but friendship and sometimes luck."

"The fact that a baby dragon saved the Crystal Empire didn't help on bit. During the Equestrian Games a large number of ponies trampled over him the moment they saw Spike.", Ryouma said. "He even tried to frame the heroes of a crime he tried to commit, but Gold Star overheard it. Sweet challenges Gold Star with a wager that he keeps quiet on what he heard."

"Sweet Victory lost, didn't he?"

"And lost his mansion in the process due to it being part of the wager. The defeat was so bad that he completely forgot about his plan and since then he's been challenging Gold Star only to lose more of his property.", Ryouma said. "One day, what he thought was his big chance came."

"Tirek."

"He thought that if he could defeat an enemy that even the princesses feared he could regain everything, but instead he lose his magic and got his horn cracked when Tirek dropped him."

"And that brings us to the ordeal I witnessed.", Chrysalis said. "In the end he lost everything and now becomes a nopony."

"Oh, by the way. You sister is sending in reinforcements and some supplies after hearing of our wedding failure."

"I'm just lucky she gave me a second chance."

Elsewhere Sweet Victory enters a curio shop, but finds what he is looking for gone.

"Hey! Where's the Alicorn Amulet?!", Sweet Victory asks the storekeeper. "It's always here!"

"Oh... I sold that to a pony some time ago.", the storekeeper answers. "I heard it's now at the hands of a zebra friend of Princess Twilight Sparkle."

"I need it or I'm in trouble!", Sweet Victory shouts. "I need strong magic!"

"Hey, I can't help you with that.", the storekeeper said. "Is there anything else you want?"

"Forget it!", Sweet Victory said storming off.

"I bet he's not getting enough fiber.", the storekeeper said getting back to work.

Sweet Victory walks in depression with a pony bumps into him. He looks to the pony and freaks when it turns out to be Nightmare Moon laughing at him, before fading away revealing a nerdy pony apologizing before running off.

Sweet Victory turns and sees Discord making a scary face, causing him to scream to run only to see Chrysalis blocking his path. He sees Sombra and Tirek blocking off his escape and realize all four of them has him surrounded. Sweet Victory cowers before the four big bads before looking up and sees them all gone.

"What's wrong with me?!", Sweet stutters before seeing the Mane Six standing before him as alicorns laughing at his situation. He turns and sees Celestia and Luna looking down on him with an evil grin. Sweet Victory could only scream and run from the area. He hides behind a building breathing heavily.

"Why?! Why is this happening to me?! I'm a noble and yet some commoner became an alicorn and a princess! Damn it!", Sweet screams in despair as he starts bashing his head to the wall until his head starts bleeding. "Damn it! Damn it!"

Sweet Victory finally breaks into tears. "If I only had power... If I only had that power to get my life back...!"

"Where are the reinforcements and the supplies going to be?", Chrysalis asks Ryouma as the walk across the plaza.

"Somewhere in Ghastly Gorge.", Ryouma answers.

"There they are! It's those punks whose been bad mouthing the princesses."

"What's going on now?", Chrysalis asks seeing several angry ponies approaching Gold Star and his gang.

"And what do you ponies want?", Gold Star asks.

"For you to leave this city!"

"How dare you call the princesses weak and cowardly!"

"Hmph! I see. But if your princesses are the exact opposite of what I said, then where were they during Nightmare Moon, Discord, Sombra, the plunderseeds, and Tirek? I seem to recall Princess Twilight Sparkle handling all that.", Gold Star said. "If you want us to leave then call your precious princesses and have them prove that they're stronger than us."

Gold Star pulls out an action figure version of Nightmare Moon, Sombra, and Tirek and place them on the ground. He then casts a spell turning them into the genuine version.

"Living magic.", Chrysalis said. "Rather impressive for an Earth pony."

The three living action figures approach the angry crowd scaring them all off.

"These cowards are all talk.", Gold Star said ending the spell and picks up the action figures.

'How strange. Living magic uses up a large amount magic yet he's not bothered by it at all.', Chrysalis thought. 'It's possible that his magic may surpass even the princesses.'

"You call yourselves that Barons.", Chrysalis calls out to Gold Star and his gang. "What does that mean, since I can tell that you're not of noble-class."

"To live proudly like nobles.", Gold Star answers. "But as nobles, we are on the bottom. We're the lowest. But with time we will take it all!"

'Twilight Sparkle gained what she has now through the magic of friendship.', Chrysalis thought. 'Gold Star on the other hand gained what he has now through hard work and sheer determination.'

"Ahem!", Ryouma said.

"Oh right! If you'll excuse me.", Chrysalis said leaving with Ryouma.

"These are our reinforcement?", Chrysalis asks in dismay as she only see ten Changelings.

"Yep, our officers we left behind in the homeland.", Ryouma said. "They are much more reliable than the ones hatched from the eggs you laid."

"No surprise there, since they do have proper military training.", Chrysalis said. "So where are the supplies?"

Two of the Changelings brought over a crate the opens it up revealing strange fruits inside.

"Woah! I can't believe Miasma is giving us these.", Ryouma said picking one up. "Evo-Fruits! With these we'll become an unstoppable force in Equestria."

"Of course!", Chrysalis said picking up the fruit. "These fruits are one of our source of power, however one must possess a strong body to gain the boost."

"You think you'll finally gain a battle mode like your siblings?", Ryouma asks.

"Only one way to find out.", Chrysalis said as she peels off the skin and eats the fruit. She body starts to molt revealing revealing nothing new. "Looks like I'm still not strong enough to achieve battle mode."

Chrysalis spits and watches as her saliva melts a rock.

"At least I gained something out of this.", Chrysalis said. "Now lets take these to the Hive and... Hey! What're you doing?!"

The other eleven Changleings turn to where Chrysalis is looking and sees Sweet Victory eating the Evo-Fruits.

"Power... These fruits will give me the power to surpass even an alicorn!", Sweet said eating another fruit. "I must have this power!"

"Hey! Those are meant for Changelings only! Spit those out!", Ryouma shouts.

Sweet Victory clutch his throat in pain as the fruit takes effect. His body bursts into green flame and change into a monstrosity.

Sweet Victory's Mutated Form

"What in the Empress name?", Ryouma said before Sweet shoots several fireballs from his hands. Chrysalis jumps in and summons a barrier to block off the attack as Sweet flees from the area. Chrysalis collapses after putting out the barrier completely exhausted.

"What power! What on Equestria was that?"

Living in a Shadows

The ponies couldn't believe what they just saw. Sweet Victory ate some fruit brought by the Changelings and transformed into a monster.

"What happened to him?", Twilight asks in horror.

"He became an Artificial Changeling, Changelings created through unnatural means.", Chrysalis explains. "When a non-Changeling eat an Evo-Fruit, be it ponies, dragons or griffons, it quickly rewrites the consumer's DNA and minds, and they will turn into an Artificial Changeling."

"You make it sound like Sweet Victory wasn't the first victim.", Luna said.

"There was only one other who ate the fruit before Sweet and it was during Miasma's reign.", Chrysalis said. "The pony was Commander Hurricane."

""Come to think of it.", Twilight said. "The books never revealed what truly happened to Commander Hurricane. Did you know of this, Celestia?"

"No, whenever I asked Starswirl and the other founders why I haven't met Commander Hurricane they just change the subject.", Celestia said. "I never thought it was like this."

"That's what happen when you try to take the easy way.", Chrysalis said before continuing off with the story.

Chrysalis reported to Miasma over what transpired through magical communication.

"What would you have me do?", Chrysalis asks.

"Hunt that thing down and destroy it!", Miasma orders.

"Forgive my Queen, but won't the ponies be searching for him?", Ryouma asks. "I mean he is a noble and him being missing will cause some stir."

"From what you told me about him I doubt anyone will miss him.", Miasma said. "History will remember only the strong while the weak and pathetic fade to nothingness. His fate was sealed the moment Twilight Sparkle and her friends used the Elements of Harmony on Nightmare Moon."

"There have been rumors that Celestia is not a benevolent as the ponies believe.", Chrysalis said. "Are these rumors true?"

"It all demands on their point of view.", Miasma said. "And you don't want to suffer the same fate as him you better succeed in taking Equestria."

Miasma cuts off the communication leaving Chrysalis and Ryouma alone.

Hundreds of royal guards attack the transformed feral minded Sweet Victory as he moves to the castle.

"Where are the princesses?!", one of the guards asks closing the gate.

"They're attending a wedding for some donkeys along Princess Cadance and Princess Twilight Sparkle.", another guard answers leaning onto the gate as Sweet Victory tries to break in. "What horrible timing!"

Suddenly Sweet tears the gate off the wall and throws it aside demolishing a building. "Where is Celestia?!"

"The first thing an Artificial Changeling will do is slay the one they despise the most.", Ryouma said reading the research log given by Miasma. "In Hurricane's case it was Miasma and we all know how that ended up."

"Then there's no doubt he'll go after Princess Twilight Sparkle and her friends.", Chrysalis said. "We're off the Ponyville."

Before the two could move out two Changelings burst in.

"What is it?", Chrysalis asks.

"The Artificial Changeling is attacking Canterlot! More specifically the castle."

"What?!", Chrysalis asks in shock. "Twilight Sparkle is in Ponyville, why would he go to Canterlot?"

"Hold on... It's true Twilight Sparkle and her friends were the start of all this, but who was it that set it in motion?", Ryouma asks. "Princess Celestia herself. Apparently Sweet Victory thinks that the Element Bearers saving Equestria from destruction are nothing more that propaganda for herself."

"She knew of the eventual return of Nightmare Moon, Discord, Sombra, and Tirek yet did nothing and just send a pawn to deal with the situation. Apparently ponies like Gold Star saw through the facade."

"So Celestia rules her kingdom with harmony but through lying and deception.", Chrysalis said. "Regardless we must put down that beast."

"There's no doubt he'll learn the Celestia is in Ponyville and go there.", Ryouma said. "We must draw him out and only Celestia can do that."

"Very well then.", Chrysalis said transforming into Princess Celestia albeit the mane and tail is not flowing.

"Um... The mane and tail is suppose to be flowing as if it was being blown by the wind and also sparkling.", Ryouma points out.

"Right... This work by focusing my magic straight to the mane and tail.", Chrysalis said but stops. "What kind of idiot waste magic on this?"

"Probably just to show off.", Ryouma said. "To be honest before the Tirek incident I thought they're actually bald and that their manes are just an illusion spell."

"You know Chrysalis made a good point.", Twilight said to Celestia and Luna. "Why waste your magic on something like that?"

"Well... err... You see..."

"May I please continue?", Chrysalis asks.

Chrysalis disguised as Celestia land in front of the castle only to see the area littered with unconscious bodies of Royal Guards.

"No doubt he's in the throne room now.", Chrysalis said galloping to the throne room. Just as she enters she sees Sweet Victory tearing the place apart. He picks up the throne and throws it to the stain glass window of Princess Twilight.

"Cease this madness at once.", Chrysalis shouts using Celestia voice.

"Celestia!", Sweet Victory roars in rage. "Why... not... call... Element?"

"This is beneath the requirement of Twilight Sparkle and her friends.", Chrysalis said. "I will no let you harm my little ponies."

'I cannot believe I am doing this.', Chrysalis thought in dismay. Sweet makes the first move transforming his hands into long sharp claws. Chrysalis steps to the side, grabs his arm and throws him to the ground.

"Woah! Look at Celestia kicking butt.", a royal guard said hiding behind a pillar.

"Why didn't she do that against Tirek?", another guard asks.

"You won't even know.", Ryouma said from behind knocking them out.

Sweet opens his mouth and fire powerful magical beams towards Chrysalis. Chrysalis change into Shining Armor and creates a wall barrier blocking off the attack. She then launches the barrier wall towards Sweet Victory at high speed, smashing it against him to the wall.

Sweet breaks himself free and charge towards Chrysalis. Chrysalis transform into Luna and enters her own shadow. Sweet looks around trying to find Chrysalis before she pops out of his shadow and strikes him to the chin follow by a back kick to the chest.

Sweet starts using telekinesis and lift up many objects and launch them to Chrysalis.

Chrysalis transform into Cadance and use impressive flying skills that would make Rainbow Dash jealous. She then summon many crystal shards and fire them like blades cutting the Artificial Changeling.

"Even powerful magic means nothing if the user doesn't know how to properly use it!", Chrysalis said transforming into Twilight Sparkle. She use her magic to lift up Sweet Victory and slams him hard to the ceiling, walls and floor.

"It would appear that my evolution not only gave me the ability to spit out poison, but I can copy off the magic of whoever the change into.", Chrysalis said. "Thanks to my military training I can use their magic much better then they can."

Chrysalis reverts to her original form and summons a sword.

"Time to put you out of your misery.", Chrysalis said walking to the defeated Sweet Victory. She aims the sword over his neck and prepares to finish him off, but she hesitates at the last moment. Even though Sweet Victory is now nothing more than a wild rampaging beast he was still a pony in the beginning.

Ryouma walks to Chrysalis and place his hoof on her shoulder.

"You promise yourself to never kill a intellectual being and I respect that.", Ryouma said taking Chrysalis's sword. "I'll finish this."

"Thank you.", Chrysalis said walking away as Ryouma stabs the sword straight to Sweet Victory's heart. Sweet Victory scream in pain as his body combusts into green flame leaving nothing but ashes of him.

"We'll erase the ponies memories and rebuilt the area as if the incident never happened."< Ryouma said to the ten Changelings entering the throne room and Chrysalis leaves.

"Will I suffer the same fate as him should I fail?", Chrysalis said to herself in concern. "Only the strong prevail... Then I must become stronger."

"I may be responsible for ending his life, but his fate was his own fault and in a way Celestia's and Twilight's.", Chrysalis said. "You've been too busy grooming Twilight's destiny that you ignored those who suffered the results from it."

"How dare you accuse my sister of such things?!", Luna shouts. "She is a just ruler!"

"Tell me Celestia, when was the last time you've seen your nephew Blueblood."

"It was... during the Friendship Games.", Celestia said quietly.

"And have you seen him since?"

"No..."

"Fortunately for you I happen to come across him and that was a few months before Flurry Heart's birth."

"Because of our success in eliminating that Artificial Changeling, Queen Miasma is sending in more reinforcements.", Ryouma said.

"And who are these reinforcements?", Chrysalis asks cradling her final egg.

"They are troopers and some armored units.", Ryouma answers. "They are all volunteers from the homeland."

"So sis is sending the good stuff.", Chrysalis said. "I guess that Artificial Changeling was a big deal. Either that or she just sees it as an abomination. Have you've located Thorax?"

"Unfortunately no.", Ryouma answers. "No offense, but he kinda reminds me of you before your brutal training of being a Changeling Queen."

"I suppose that's because I lack Miasma's ways of discipline.", Chrysalis said. "We'll ignore him for now. Anything else?"

"Yes, our guards Horn and Stag found a pony wandering our territory.", Ryouma answers.

"What's a pony doing far away from home?", Chrysalis wonders. "Bring him to me."

Horn and Stag

Horn and Stag enters the throne room dragging Blueblood and place him before the queen.

"Aren't you Princess Celestia's nephew, Prince Blueblood?", Chrysalis asks in surprise. "What's somepony of your title and rank doing far away from Canterlot?"

Blueblood could only laugh at the word prince. "I'm no prince. It's nothing more than an empty title compared to the Hero of Equestria, Princess Twilight Sparkle."

"So it is jealousy.", Chrysalis said. "Ryouma what do you have on him?"

"He's currently the last descendant of the Platnium Dynasty, meaning his ancestor was one of the founders of Equestria, Princess Platnium.", Ryouma said. "He's also the number one bachelor and Foreign Minister of Equestria."

"And what happen?"

"Princess Twilight Sparkle and her friends pretty much took his job as Foreign Minister by spreading the message of friendship.", Ryouma said. "In fact they've done it much faster that he can."

"So he is nothing more than a shadow to those holding true power.", Chrysalis said.

"So what are you going to do to me?", Blueblood asks. "I doubt holding me for ransom will do you any good. I'm not some important pony who can raise the sun and moon or defeat evil creatures."

"I have something that will benefit us both.", Chrysalis said creating a portal. "What you see on the other side is the Unknown. There you will find the answers you're searching for, however I cannot guarantee your safety for you have less then a perfect to survive this hellish area."

"If the answers I seek is within that place then I will press on no matter the danger.", Blueblood said walking to the portal, but stops for a moment. "You plan on taking Equestria aren't you?"

"Yes.", Chrysalis answers.

"Then please give this to my aunt for I do not want to face her.", Blueblood said handing an envelope to Chrysalis before entering the portal.

"That's rather generous of you.", Ryouma said as the portal closes.

"We are in a sense the same.", Chrysalis said putting the envelope in a safe spot. "We both live in the shadows of those above us. Me and Miasma. Blueblood and the Element Bearers. It's only fair that I open up a path for him."

"That reminds me.", Chrysalis said tossing the envelope to Celestia. "I didn't read it, but I can tell you won't like it."

"I just realize something!", Starlight said. "I never encountered Ryouma, Stag, Horn or any of the Changeling Reinforcements during the rescue. Where were they?"

"This is where we get to the part where you ponies got abducted.", Chrysalis said continuing off with the story.

Abduction

"Alright, listen up!", Chrysalis announce to her Changeling Troopers and Heavy Armored Units.

Heavy Armored Trooper Ground Mode

Heavy Armored Trooper Air Mode

"Troopers? Weren't they the royal guard?", Starlight asks.

"There weren't many Changelings capable to transforming into those forms back then, but now they are more common to the point they serve as our advance infantry units.", Chrysalis explains.

"Those heavy armored guys are big.", Twilight said in awe.

"Today is the day we take Equestria.", Chrysalis announce as her Changeling soldiers cheer. "And also the day we welcome the new member of the Hive, my daughter Princess Pupa."

The pink hair Changeling princess makes some baby noises as Chrysalis holds her up.

"You know it's funny that Princess Pupa was born in the exact same time as Princess Flurry Heart.", Stag whispers to Horn.

"What are the odds of that?", Horn asks.

"Okay, seriously! Where are you getting these information from?", Twilight asks frantically.

"Knowledge is power, Princess Twilight Sparkle and it is thanks to our spy network that we get that knowledge.", Chrysalis said as a dragonfly lands on her hoof. "We Changelings are rather similar to the insects living in Equestria and it is thanks to those similarities that I can use the Hive Mind technique on them as well. Whatever the insect sees, I see as well."

Twilight pulls out a long scroll and writes something down.

"What's that?", Starlight asks.

"A list of spells and abilities I'm banning Chrysalis and any other Changelings to use.", Twilight said. "And this ability is an invasion of privacy."

"I can't be that bad.", Celestia said.

"Wanna bet?", Chrysalis said using her magic to show the ponies a clip from what what she saw through the insects.

Celestia stares at a large triple chocolate fudge cake with chocolate scream and syrup topped with chocolate bars completely mesmerized.

"Aw, the hell with it.", Celestia said jumping into the cake and eats it like a pig.

Celestia turns to stone at what see saw.

"Real mature Auntie.", Cadance said.

Luna on the other hand could only laugh.

"She just showed everypony your deepest darkest secret!", Luna laughs pointing at the embarrassed Celestia. "You must be so embarrassed!"

"Twilight, I take back what I said about that ability.", Celestia said to Twilight.

"Well then back to the story.", Chrysalis said.

"The Crystal Empire the the farthest place from both Canterlot and Ponyville, thus the first place the start. We are to capture Princess Cadance, Shining Armor, and Flurry Heart.", Chrysalis said placing the photos of the three onto the board.

"Pardon me, but who's going to impersonate Flurry Heart?", Stag asks. "I mean an adult can't mimic a baby."

"That's where Pupa comes along.", Chrysalis said giving Pupa to Stag and Horn. "As a baby herself she'll easily impersonate Flurry Heart and remember shout something go wrong head for the fallback base."

"Understood.", Stag and Horn said bowing, before leaving with several troopers.

"These guards really suck at their job.", Stag said dusting off his hands.

"Cut them some slack.", Horn said. "They've been living in a time of peace, while we've been fighting many battles. It's obvious the more experience have the advantage."

The troopers hide the knocked out guards inside the closet and transform into the Crystal Guards.

"I go to the throne room and take care of rulers.", Horn said. "You got to to the nursery and nab that baby."

"Right!", Stag said heading to the nursery.

"How are you going to deal with Princess Cadance and Shining Armor.", a trooper asks. "I mean sure they suck, but we can't risk a big fight that'll alert the entire empire."

"I already got that covered.", Horn said hiding behind that wall and clears his throat. "Changelings have infiltrated the castle and is heading for the nursery!"

"Flurry!", both Shining and Cadance screams as the run straight towards the door. Horn the hit the back of their heads with the back side of his weapons.

"I know what worried parents try to do when their child is in danger.", Horn said as the two troopers drags Cadance's and Shining's unconscious body to the pod they brought. Stag arrives carrying the sleeping Flurry Heart. "That was fast."

"The only opposition was some orange unicorn.", Stag said.

"What did you do to him?"

"I left him hanging.", Stag said. "I did warn him capes are nothing but trouble."

"Now for the next phase.", Horn said as he and stag revert to their Changeling forms and transform into Princess Cadance and Shining Armor. A trooper hands Pupa to them as she transform into Flurry Heart.

"Next we have to deal with the Element of Harmony Bearers!", Chrysalis said pointing at the photos of the Mane Six and Spike.

"What's with the dragon?"

"I just put him there simply because he's knows the Princess too well thus will expose the imposter.", Chrysalis said. "Be very careful for they are the most dangerous to deal with. Everytime Equestria is on the verge of defeat those ponies somehow found a way to make miracles and turn things around, but not this time."

Several troopers walks up carrying six pods.

"These pods have been modified not only to keep the ponies sedated, but as long as they are in the pods they cannot connect with the Elements or the Tree of Harmony.", Chrysalis said. "Meaning they are absolutely powerless."

"Fear not my queen!", Heavy Guard said pounding his chest. "With our battle forms we can easily take them out!"

"No, you battle forms must remain a secret and be used as a last resort should something go wrong.", Chrysalis said before opening a crate and pull out a can. "There's smoke bombs contain super strong sleeping gas. It's powerful enough to put even Faust to sleep."

"Where did you get these?", Ryouma asks. "Miasma never gave us such things."

"I picked them up from one of the hidden armories nearby.", Chrysalis said. "Can't let these go to waste by leaving them there."

"Shh! They're all inside.", Heavy Guard said looking through the window where he sees Princess Twilight Sparkle talking with her friends and Spike. "All set?"

The troopers and the six other Changeling officers nod as they all silently open the door and windows, toss the canisters inside, and close them shut. Sleeping gas sprays out of the canisters and fills up the entire castle.

Twilight quickly summons a barriers around herself and her friends to block off the gas, but since the barrier isn't airtight the gas easily seeps through. The Mane Six and Spike coughs heavily before falling asleep.

The Changelings open the doors and windows allowing the fresh outside air to dissipate the gas.

"Place them into the pods.", Castle said transforming into Twilight Sparkle.

"You know what you're doing, Ryouma?", Chrysalis asks her second-in-command. "The Royal Sisters are still persistent if not powerful."

"Fear not my queen.", Ryouma said. "I am more than capable of handling the situation. If Celestia lost to you back then, the there is no doubt she is no match against me should be fight."

"Very well, but should something go wrong we are to rendezvous to our fallback base.", Chrysalis said.

"Understood.", Ryouma said bowing.

Celestia falls fast asleep after eating her midnight cake.

"Very midnight, the Sun Princess eats a piece of cake.", Ryouma said standing over her. "How pitiful. To think that the daughter of the very alicorn, who was responsible for our first devastating defeat, is nothing more than a lazy weakling."

Ryouma pulls out an orb and calls the other officer.

"Have you located Princess Luna?"

"Yeah, she's in her room sleeping for some reason."

Ryouma widen his eyes and open the doors to the hallway. He looks down and find a string of Luna's mane.

'She was it all! Then that means...', Ryouma thought in shock. "She isn't sleeping! She's in the dream realm trying to warn somepony! Stop her!"

"How?!"

"Oh for the love of...!", Ryouma curse before teleporting to Luna's room, tear off her door and slams it straight to the back of her head knocking her out. "She's still conscious when in the dream realm. All you have to do is knock her out. Why else would she be tired after doing all that?"

"No doubt she's already warned a pony of our return.", Ryouma said looking down at the unconscious moon princess. "Get me in contact with Queen Chrysalis!"

"No wonder why I had suck a headache.", Luna said rubbing the back of her head.

"So your officers and troopers were the ones impersonating us.", Twilight said. "That could explains why Starlight and the others had an somewhat easier time rescuing us."

"Well they were in enemy territory!", Chrysalis said. "You expect me to send inexperience workers there should by any chance their cover gets blown?"

"Point taken.", Twilight said. "By the way, what's this fallback base you've been talking about to your Changelings?"

"It's a safe haven for Changelings to go to should my kingdom be compromised.", Chrysalis explains. "Victory was absolute, but I thought the same thing during the wedding incident. If by some miracle my plan had failed I would've retreated to the fallback base and thanks to the Hive Mind my army would get the gist of the situation and wait for me there. Once I meet up with my army I would've launched a full scale attack or at least think of a new plan."

"However you never expected Miasma to appear.", Celestia said. Chrysalis sadly nods and leaves the map room.

Chrysalis lies on her bed in a fetal position sobbing.

"Do you really think the ponies will accept you?", Miasma said appearing before her.

"Go away! You nothing but a hallucination!", Chrysalis cries.

"I'm here because you just accept the truth!", Miasma laughs. "You are nothing now. Your children betrayed you, your army believes you dead and you are a war criminal to these ponies. Do you think they'll just forgive and forget?"

"Leave me alone!"

"But you are alone. Always have and always will be till the day you die.", Miasma said before disappearing leaving the weeping Chrysalis alone.

"So our worst fear has been confirmed.", Ryouma said staring at a photo given to him by a female Changeling drone. This will not go unjustified!"

Ryouma leaves his tent and gather up the loyalists.

"My fellow Changelings! I bear bad news for our Queen is dead! Murdered at the hands of the traitors!", Ryouma announce showing the loyalist the photo of Thorax standing on Chrysalis corpse. The loyalist roars in rage over the news.

"Murders!"

"Traitors!"

"Beasts!"

"They must pay!"

"And so they shall!", Ryouma shouts. "We shall slay that false king and return the throne to it's true ruler, Queen Pupa! And once we are done with them we will wipe out the ponies, who are responsible for our Queen's death."

The loyalist and Ryouma all bow down before Pupa sleeping in her crib.

"All is going according to plan, Queen Miasma.", the female Changeling, who brought the photo to Ryouma, said to an orb.

"Good work, Rose!"

"But this will all be for naught should Chrysalis remain alive.", Rose said.

"Don't worry. I have sent some of my agents to deal with her.", Miasma said. "If we play our cards right war will be inevitable."

"And I will rule through Pupa.", Rose said with an evil grin.

Case Files

"Never would I imagine that one of the Changeling Supply Depot happen to be near where our former home use to be.", Luna said as she and Celestia ventures inside the Everfree Forest looking at the map where all the hidden armories and supply based are located. "A pity this map doesn't tell us the location of where the fallback base is."

"Well these locations are from the time Miasma was ruler.", Celestia said. "Chrysalis' fallback base is more recent location."

"What will Chrysalis plan to do?", Luna asks.

"I don't know. Now that she is an exile from her homeland there isn't much she can do.", Celestia said. "She could follow the same path as Thorax or return to where her loyalist are and live the rest of her life in hiding."

"Sister, I think I found the entrance!", Luna said seeing a metallic building covered in plants. Celestia pulls out a key given to by from Chrysalis and unlocks the gate. The gates open and the two sisters enter.

"Incredible! More than a thousand years passed yet everything inside is still well preserved.", Celestia said opening a crate finding the food inside still fresh. "These are some strange food. No doubt they came from the Unknown."

"How strange.", Luna said.

"What's strange?"

"I found it in one of the crates.", Luna said showing Celestia an orb.

"I think Chrysalis called this a Memory Orb.", Celestia said looking at it. "It's purpose is to record things that's transpired."

"That fact it was numbered must mean that it's already been used.", Luna said seeing the number labeled 142. "Perhaps it'll give us more information about Miasma's reign."

"I'll tell the guards to pick up the contents inside and perhaps convert this into an nice outpost.", Celestia said. "It does have it's uses."

Luna puts the orb back into the crate and lifts the entire crate up with her magic, while the Royal Guards enter to pick up the other boxes.

In the throne room the two sisters open up the crate and picks up one of the orbs.

Celestia use her magic to turn it on and the orb shoots our a screen projection. They see a pony who greatly resembles Starswirl, but wears a bell around his neck.

"Fall 18th Case File 142.", the pony said to the orb. "About those Gems of Power that Miasma keeps on calling them."

"The nine gems we currently have in possession are called the Elements of Harmony, but if there is harmony then the opposite brand must exist as well. I classify the opposite brand the Elements of Hostility."

The pony points the orb to a large board where a line divides it in two. Right right side is white, while the left side is black.

"There must always be a balance between light and darkness. Good and evil. Harmony and Hostility.", the pony said walking next to the board. "While to two sides battle eternally since the beginning of time, but the two always remain in balance. In other words one cannot exist without the other."

The pony the walks to the nine elements on the table.

"Unfortunately it is currently nothing more than a theory as no such elements have been found in Equestria and it's neighboring lands.", the pony said. "It's it likely that they can only be found within the Unknown, but do to how dangerous it is there the chance of finding one without any interference is zero."

"Grogar, dinner is ready!"

"Alright, Starswirl!", Grogar said shutting off the orb.

"I never knew the Elements hold such secrets.", Celestia said in shock. "Who is this Grogar?"

"We'll search the files of him after we see the rest of these.", Luna said picking up another orb. "Perhaps we might find some answers through these."

"Winter 14th Case File 121.", Grogar said. "We have liberated the Dragonlands from the Changelings, however we have suffered a heavy loss for we have lost Commander Hurricane."

"Apparently wanting to be of more use to the rebellion Commander Hurricane ate one of these fruits after witnessing some Changelings getting stronger just by eating these.", Grogar said showing the orb an Evo-Fruit. "The Changelings call them Evo-Fruits and it is something only Changelings can eat."

"It is by eating these fruits is how the Changeling's evolve and get stronger. Much similar to how a pony ascends into an alicorn, however the Changeling's method is repeatable while the ponies are a one time deal."

"Fortunately the are some drawback when eating this fruit. For starters the Changeling must have a strong body and mind. A weak body would result in an overload, while a weak mind will result in a mindless being solely to follow orders."

"As said before only Changeling can eat them. These Evo-Fruits cause a violent change in the genes of non-Changelings that eat them.", Grogar said cutting a piece and drops it in front of a rat in a cage. "They create a completely new species of Changelings, known as Artificial Changelings."

The rat eat the fruits and transform into a Changeling Drone with white eyes and a more feral personality.

"Should the fruit be eaten by a non-Changeling with intelligence higher than an animal like Commander Hurricane they transform into Changelings when they are in their battle form."

"With a heavy heart I must say there is currently no cure to reserve the process and not even the Gems of Powers was able to reserve it as well.", Grogar said sadly. "I currently have no answer to why the Gems failed to cure Commander Hurricane, but it is likely that altering one's gene is a delicate process and one mistake can be extremely fatal. It is possible that the Gems could reverse the transformation should the bearer possess high medical experience, but unfortunately we have no such thing."

"Sister, I know what you are thinking, but none of the bearers possess any medical knowledge to reverse the transformation done to Sweet Victory.", Luna said sympathetically. "We still know little on how these fruits affect the ponies DNA."

"I know, Luna. But that doesn't excuse that fact that I could've prevented all this.", Celestia cries. "I was so focus on Twilight that I completely neglected those that would suffer from the aftermath of Twilight's ascension to an alicorn and princess. Because of me a broken pony died and my nephew ran away."

"There is still time to make things right.", Luna said putting her hoof on Celestia's shoulder. "Blueblood and Sweet Victory are not the only ones, sister. There is still a chance to save the others."

"Luna... Thank you.", Celestia said hugging Luna.

"Spring 1st Case File 130.", Grogar said. "I discovered several more interesting facts about the Elements of Harmony. For starters the Elements can only be used should the carrier meet a certain requirement, but there is a way around that defense. Miasma used a powerful magic called Subjugation easily forcing the Elements to bend to her will and use them against what they were originally intended for. Fortunately Faust told me that Subjugation is one of the strongest spells in the world and only extremely powerful creatures can use it, so far there are only five capable of using such a spell."

Grogar then turns to the nine elements on the table. "After see how Faust use these I believe I know what the requirements are for these Elements."

Grogar picks up the purple gem. "This gem glowed when Faust gave up a large portion of her food to feed some starving children. I call this gem the Element of Generosity."

After explaining the Elements the princesses already knows about, Grogar picks one of the three unknown Elements.

"I call this the Element of Forgiveness.", Grogar said. "This particular element glowed when Faust forgave Clover for stealing the Element of Magic some time ago, despite that fact it nearly got Faust killed."

"The other two are the Element of Humility and Equality.", Grogar said. "And you can pretty much guess how it works."

"As of now we are now in possession of nine Elements of Harmony, while Miasma possess 10 and perhaps even more."

"So there are at least nineteen Elements of Harmony.", Luna said before looking at a sad Celestia. "Is something the matter sister?"

"I can't help but feel small Luna.", Celestia said sitting on her throne. "I mean look at what mother achieved. She united all known kingdoms and liberated their lands from the Changelings. What worse the Kings and Queens at that time exceeds that of Tirek. Who knows how powerful they are now?!"

"And what have I achieved?! All I did is just sit in the sidelines while Twilight and her friends save the day. I even got captured by vines!", Celestia cries.

"I'm sure you're overreacting, sister. Perhaps one of these might have something positive about us.", Luna said picking up another orb.

"Summer 21st Case File 501.", Grogar said. "The alicorn sisters and daughters of Queen Faust. Celestia can raise the sun, while Luna raise the moon."

"That's it? That's all he have on us?", Luna asks in shock. "There's got to be one worth mentioning about us!"

"Spring 13th Case File 524.", Grogar said. "Celestia and Luna defeated the magic draining centaur Tirek, but this record is just about me watching a record of Miasma beating the living crap out of Tirek."

Grogar turns on one of his orb and watches Miasma beats the living crap out of Tirek. Blood splatters, teeth flies into the the air and a nose ring hits the ground.

"Okay, so maybe Miasma defeated Tirek much more quickly than us.", Luna said picking up another orb.

After watching several more orbs, Luna herself is in a fetal position with Celestia.

"We suck at this, do we?", Luna asks glumly.

"At least we can't get lower than this.", Celestia said.

Somewhere south of Equestria...

A purple broken horn unicorn sneezes.

"You cold Commander Tempest?", a hedgehog asks.

"No, I just have a strange feeling.", Tempest said.

"Well you are going to destroy the alicorn's dignity when you capture them very easily by turning them to stone."

"Please, the princesses are the most powerful ponies in all of Equestria. Capturing them won't be that easy.", Tempest said. "What are they going to do leave themselves wide open for me to catch them?"

Rainbow Power

"Rainbow Power?", Twilight asks sitting by the Cutie Map along with the rest of the Mane Six, Starlight and Spike. "That was the power we used to defeat Tirek?"

"Yes, it's power was discovered and created by Faust herself.", Chrysalis said. "In other words it was Faust's power that helped you save Equestria from Tirek."

Twilight could only squeal in delight. She and her friends used magic created by Queen Faust herself.

"How did she even discover magic like that?", Applejack asks.

"Well, since you did use it before I suppose it's only fair you know the origin.", Chrysalis said using her horn to create the scene.

"Alright! We're only halfway there in gathering allies!", Ace cheers as the group returns to their base.

"Yes, but that just mean that the Empire will now use everything they have against us.", Faust said. "Before we were shrugged off as minor annoyances, but after losing much of the territory their claimed and the loss of some of their Kings and Queens. They're going to get serious now."

"We now have nine of these Gems of Power or rather Elements of Harmony as Grogar call them now.", Ace said.

"You're right the Elements of Harmony are no doubt strong, but I still don't think it can beat Miasma and the more powerful members of the Royal Family yet.", Faust said staring at the nine gems attached to her shield.

"What? Even thought it's that powerful?"

"Yeah. I think there's some great power that has yet to be discovered or created within them."

"This is getting us nowhere!", Solar shouts slamming his fist to the meeting table where all the Changeling Kings and Queens all in the battle forms have gathered. "We've already lost nearly half the territory we've conquered and several of our siblings!"

"Calm down, Solar.", Lunar said. "The resistance will be crushed and don't forget our rejuvenation pods are restoring our siblings back to life."

"That's not the point! The Changeling Empire is one of the most powerful kingdom in the world and if we let continue our names will be besmirched."

"If I recall the rebels responsible for our humiliating defeat was from Miasma's territory, thus making this her responsibility.", Myxine said.

"Fine, I'll go and finish them off for good.", Miasma said in annoyance. "But I'll need some help, since I am dealing with Faust's group."

The Channgelings then turn to the eldest of the siblings.

"Take Drake and Sleipnir with out. They should be more than enough to help you out.", the first born said.

"Finally, a chance to rampage!", Drake the 8th son of the family cheers coming out of the shadows revealing himself.

Drake's Battle Form

"Brother. If you say so, then it shall be done.", Sleipnir the 2nd son of the family said standing up revealing himself. "My beloved horses like to freely run sometimes."

Sleipnir's Battle Form

The three changelings leave to do their duty.

"Not only Miasma, but the Empire's Shield and Sword?", Ambrosia asks in shock. "They are among the strongest of us siblings."

"Not only that, but Brake and Sleipnir are also hybrids making them even more formidable.", the first born said.

"What they hay are hybrids?!", Rainbow Dash asks interrupting the story.

"A mix breed of Changeling and of another species.", Chrysalis said. "Drake is half Changeling and half dragon, while Sleipnir is half Changeling and half pony (alicorn)."

"Wait you mean that your mother...?"

"Yes, she did.", Chrysalis said as Spike makes a thoughtful and sneaky grin.

"Don't even think about it Spike.", Twilight said glaring at the young dragon.

"Drake possess not only the strength, durability and attributes of a dragon, but he also retains the abilities of a Changeling. In other words a dragon capable to using magic."

"And regular dragons are scary enough it is.", Fluttershy said. "What about Sleipnir?"

"I don't know. He rarely fought with his abilities, since he mainly fights in close combat.", Chrysalis said.

"This place should be far enough.", Faust said as she and a select few stop at what will soon to be Ghastly Gorge.

"Why can't you figure out the undiscovered power at the base?", Starswirl asks only to get a two-fingered strike from a magic hand created by Faust. "Ow!"

"If I do that, Miasma would sense it as well, since she's connected to the Elements as well, albeit by force.", Faust said.

"How are you going to find this undiscovered power?", Amore asks.

"By entering a trance my spirit will enter the Elements of Harmony. There I will find what I seek.", Faust said entering a meditation stance. "However this will leave my body vulnerable, which is why I need you to guard it."

Faust closes her eyes and separates her soul from her body entering her shield holding the nine Elements.

Faust spirit travels inside the elements finds what she seeks.

"That was easy, but then again I did cheat.", Faust said.

"Well, well. Look what we got here.", Miasma said landing before the group. Knight makes the first move by throwing a jump kick only for Drake to land between the two and take the hit. To Knight it feels like he just kicked a wall made out of steel.

"Um, new general?", Amore asks.

"My brother and he's more than enough to handle you fools.", Miasma said. "Acquaint yourself with them."

"With pleasure, sister.", Drake said staring with a large jump to the sky until he could no longer be seen. The ponies then see something bright coming towards them.

"Meteor brings mass extinction!", Drake announce diving towards the ponies like a meteor. The ponies quickly scatter barely avoiding the impact and shockwave made. Drake walks out of the crater and turns to Knight. "Tornado decimates thick forest!"

Drake stretch his arms and twirl incredibly fast, until he became a tornado.

"Oh colt!", Knight said climbing up a tree only to jump on to another as Drake cuts them down.

Miasma could only laugh at how helpless the ponies are against Drake, before seeing Faust in a meditative stance and the Elements glowing.

"Does the good alicorn think she will outsmart me?", Miasma asks entering her own meditative stance.

"I don't know that Miasma is up to, but this will teach her to drop her guard when I'm here.", Clover the Clever said doing a jump kick only to kick something and hit the ground. "Invisible force field?! No fair!"

Inside the Elements, Faust is close to create the new power the Elements will possess until Miasma appears in front of her.

"Miasma!", Faust gasps.

"Good, you finished the new power.", Miasma said smiling. "But I'm afraid you won't get the chance to use it."

Miasma starts firing lasers out of her eyes forcing Faust to be on the defensive.

Knight does several backflip avoiding each strikes Drake made, but stops upon hitting a dead end. Knight smiles nervously as Drake throws a punch. Knight ducks in time resulting in Drake punching a boulder behind Knight causing it to crumble to dust.

"Hiyah!", Knight shouts throwing a punch to to Drake's chest. A sound of metal being hit is heard as Knight clutch his hoof in pain.

Starswirl and Amore cast their most powerful magic attack, but it barely even phase him.

"That all you got?", Drake asks in disappointment. "Here's mine!"

Drake spits fire out of his mouth, while shooting lighting out of his horns.

"Since when can dragons use magic?!", Star Swirl asks in shock ducking into a trench.

"He's half Changeling and half dragon.", Amore answers ducking inside as well. "Meaning he possess the abilities of both a dragon and changeling."

"A dragon and a Changeling King alone are troublesome enough, but a hybrid?"

"And a good one as well.", Amore said. "The dragon's resilience against magic depends on how old the dragon is and I hate to say this, but he's very old."

"Great so we can't hurt him with magic and his hard body make it impossible for physical attacks to harm him."

"Why don't we try enhancing our physical blows with our magic like he did?"

"But that requires synchronizing our magic with our body. It'll takes months to master that."

"Well, we have only seconds!", Amore screams Drake punches the ground shaking it hard.

Miasma opens her eyes with a smile on her face. She then walks to the nine Elements of Harmony.

"Now for the new power.", Miasma said grabbing the shield, but notice something wrong. "What?!"

The outburst got both sides to stop fighting.

"The new magic is no longer here!", Miasma said throwing the shield to the ground in frustration. "Where is it?!"

"Oh! Outsmarted by the Fausticorn!", Clover said pointing to the meditating Faust.

"Was I?", Miasma said revealing an orb containing Faust's spirit.

"Let me out!", Faust shouts trying to break free. The ponies all gasp at what they saw.

"Your Fausticorn and myself have much to discuss.", Miasma said teleporting out of the area with Drake following. The ponies quickly gather around the empty body of Faust.

"Faust?!"

"Master?!"

"Say something!"

"Wake up! Wake up!"

"Woah nelly, that's Changeling I hope I don't come across.", Applejack said sweating nervously.

"How is it possible?!", Twilight asks. "Trapping a spirit with an orb?"

"The orb used to trap Faust spirit is the Orb of Containment, one of the Empire's Nine National Treasures.", Chrysalis answers. "Just like my throne."

"Um, Twilight? What's the damage when you destroy a national treasure belonging to another kingdom?", Starlight whispers.

"Worst case scenario, an all out war.", Twilight whispers back. "Don't worry, I have all the pieces for research purposes. I'll put them back together. I hope..."

"If the throne and that orb have that kind of power I hate to imagine what the other seven can do.", Starlight whispers. "I mean the throne neutralize magic within a certain distance and that orb can contain spirits and whatever else possible."

"Ahem! May I continue?", Chrysalis asks,

"Yes, sorry.", Twilight said.

"We have to get Faust's life force back!", Star Swirl said carrying the said alicorn's body to a cave nearby.

"A quick before Miasma makes it... er... Faust tell her where she hid the new power.", Knight said.

"Miasma can't get the power unless we find it first.", Clover said.

"But we cannot find it with Faust.", Star Swirl said. "And only she knows how to cast a locator spell."

"You're Faust's apprentice. Can't you cast one yourself?", Clover asks.

"But I had not much practice in such complicated spells.", Star Swirl said nervously.

"You'll do fine.", Clover said, before turning to Knight and Amore. "Come on, let's go spirit hunting."

"Um, Clover. Perhaps you should remain here and be Star Swirl's apprentice.", Knight suggests.

"Oh, right. Miasma got Drake with her.", Clover said nervously. "Way dangerous."

"Yes, it is.", Amore said grimly.

"So do you want a piece of Faust?", Faust asks with the orb she is trapped inside sitting on an altar. "I will just require my other half first."

"If you ever want to see your half again.", Miasma warns. "Surrender the location of the new power you created with the Gems of Power."

"Very well...", Faust said. "You may find what you are looking for in a secret place. Very close to..."

Miasma leans close to hear better only to receive a raspberry from Faust.

"Fool!", Miasma shouts. "The Orb of Containment will reveal your secrets. Exposing those thoughts you most hold dear."

An image of a triple chocolate fudge cake with chocolate icing and chocolates on top appears.

"Chocolate cake?!"

"It is my favorite.", Faust said.

"I'll just search deeper into your mind."

Miasma sees a image of Faust spanking Miasma as if the Changeling Queen was a baby.

"What is this?!"

"Your destiny, cruel one!"

Miasma growls in anger and she search deeper and smiles upon finding the information she needs.

"Clever, but not clever enough."

"The Ghastly Caverns.", Knight said as he and Amore approach the network of caves. "What are our chances against Miasma? Will the two of us be enough?"

"I'm sorry, but no. We may have improved to the point that we can fight the officers to an even ground, but the Royal Family are on a whole other level.", Amore said. "From what Faust told me, the Changeling Kings and Queens are the Changeling Empire's "Greatest Military Power". I'm afraid only those who live and survive in the Unknown have a chance against them, neither of us have done so."

"So we only have a few members in the rebellion capable of fighting a Changeling King or Queen to a stand still.", Knight said. "All the more reason to get Faust back and use the new power."

"You are crazy if you think that brute of a brother will obtain the new power.", Faust said.

"Oh? And who will stop him?", Miasma asks as Faust spots Amore and Knight sneaking in.

"Knight? Amore?", Faust said. The two unicorns quickly signal Faust to shush. Luckily for them Miasma simply assume that the names were Faust's answers.

"You're friends have already demonstrated that they are no match for one of the Empire's most powerful warriors.", Miasma said looking away giving Knight the opportunity to snatch the orb.

"What's the matter? Can't make a comeback?", Miasma asks turning to see the orb containing Faust is gone. "What?! Guards!"

"You are going the wrong way!", Faust said as Knight and Amore runs to the exit.

"I know where we're going.", Knight said making a turn only to bump into Breaker. "Oops."

"See? Wrong way!"

Breaker pulls out a pick-axe and a sledgehammer and attacks.

"Don't worry, Star Swirl.", Clover said. "The tenth try is usually the charm."

Star Swirl turns to the damage that his previous nine tries did. He then puts the last ingredients into the cauldron and gasps as the Element of Magic emerges from the cauldron glowing.

"You did it, Star Swirl!", Clover cheers at the success.

"No.", Star Swirl said grabbing the Element. "It should only glow when the power is near."

The two sigh at another failure and Star Swirl toss the Element aside landing near Faust's body which then glows even brighter.

"Huh? Of course!", Clover said slapping her hoof to her head, before running to Faust's body. "Faust hid the power in the last place anyone would think of looking. Herself."

Clover then notice the Faust looks much different. She appears more rainbow-like. How did either ponies and changelings miss that?

"Happy time is over!", Drake said walking out of the shadow.

Star Swirl quickly casts a spell, which Drake easily swats aside. Drake then grabs Star Swirl and throws him through the wall out of the cave.

"Leave Faust alone!", Clover warns blocking Drake's path. Drake responds by throwing her out as well, fortunately Star Swirl catches her before she hits the ground, but the two watch helplessly as Drake leaves with Faust's body. At that very same moment both Amore and Knight return, albeit completely battered. They both see Drake leaving with Faust's body.

"Faust, why does Drake have your body?", Knight asks the orb.

"Because that is where I hid the new power!", Faust answers in an it's so obvious tone.

"Of course it is.", Knight groans.

"Faust!", Star Swirl calls out grabbing the orb. "Are you alright?"

"Do I look alright?!", Faust asks. "Quickly, Star Swirl. You must find a spell to release me!"

"Uh... Um... Me?", Star Swirl said. "Isn't it Knight's or Amore's turn to cast a spell?"

"The two must retrieve my body from Drake!", Faust answers causing the two unicorns to gulp nervously.

"Do you have the alicorn?", Miasma asks Drake telepathically.

"Yeah, sis.", Drake said dropping the body to the ground as Miasma teleport to the area.

"Good, my patience wears thin.", Miasma said approaching the body. "Pity I have to do this, but once I absorb the power within you. I shall see to it that your spirit have nowhere to return."

Amore and Knight arrives just in time, but Drake stands in the way.

"You deal with Drake, I'll delay Miasma.", Amore said teleporting past Drake. Drake turns to give chase, but stops when Knight grabs him by the shoulder.

"Stop!", Knight demand and so smile nervously as Drake growls and elbows Knight towards a cliff wall.

"Thunder Fist!", Drake shouts as his fist charges with electricity. Drake hits the wall, due to Knight ducking causing the cliff to shake and boulders burying him. Knight smiles thinking Drake is down for the count only to freak out when the said hybrid climbs out of the rubble completely unharmed.

"If that doesn't stop him then what will?", Knight screams running away, but Drake jumps over him and grabs the unicorn. Miasma tosses a defeated, but still conscious Amore to Drake.

"Deal with them as you see fit.", Miasma said returning to absorb the power.

"Why couldn't Faust give us the new power?", Knight mutters as Drake holds both unicorns upside down over a large cliff.

"Now with no more interruptions.", Miasma said preparing the drain the magic then suddenly Faust sits back up.

"Hello.", Faust greets with a smile, much to the Changeling's shock and the ponies joy. Miasma backs away in fear feeling the increased magic within Faust.

"And goodbye!", Faust said firing a rainbow blast from her horn blasting Miasma far away.

"What power! It rivals that of the Nine National Treasures", Miasma screams struggling to deflect the blast away as she is blown away. "And I was so clones to obtain it!"

"Faust!", Knight cheers happy to see the alicorn.

"Who wants a piece of Faust?", Faust asks cracking her hooves. Drake drops the two unicorns and approach the alicorn, while Knight and Amore screams as the fall. Luckily the two manage to grabs onto a branch.

"Earthquake Fists!", Drake roars slamming his fists onto Faust, but to his surprise Faust easily catches his arms before they could hit her. Drake starts throwing a barrage of punches and kicks to the alicorn, but she easily blocks them off with no effort at all. Faust then throws an attack of her own, a simple hoof tap which sends Drake crashing to the cliff. Drake growls in frustration and swings his spiked tail to Faust, which is a bad move as Faust catches his tail and starts spinning. Faust then lets go sending Drake flying far away.

"Woah, now that is some power-up.", Clover said arriving with Star Swirl as Knight and Amore reach the top. "What do you call it?"

"How about something simple like Rainbow Power?", Faust asks returning to normal.

"Woah, if that defeated both Drake and Miasma, no wonder we beat Tirek so easily.", Rainbow Dash said. "If we do it again then we can easily take out Miasma and the other Kings and Queens."

"Were you not listening?!", Chrysalis asks. "The Rainbow Power is a power-up! Not an invincibility potion!"

"What?"

"The Rainbow Power simply gives you a boost of power.", Chrysalis explains. "Even if you do use it, you're still nowhere near Miasma's level and besides it is not something to achieve easily. And before you ask only Faust knows the secret and she's no longer here, so you have to figure it out yourself."

With that said and done Chrysalis leave to retire in her room leaving Twilight and her friends to ponder. How will they use the Rainbow Power again, since the first time they used it was when they opened the box.

Author's Note

This chapter is mostly based off of The Ox-Head Incident from Jackie Chan Adventures.

Heir to the Throne Part 1 - Blueblood's Return

Somewhere in the Unknown...

A white unicorn stallion with blue mane and tail with a cutie mark of a compass is seen sweeping the floors of a large temple.

"No matter how many times I do this, I still can't get use to it.", the unicorn said. "Then again I have servants doing the sweeping."

"Good afternoon.", a trench coated pony said entering the temple grounds. "If you are too busy, perhaps someone else can assist me."

"I'm currently the only one here.", the unicorn said. "How can I help you?"

"I was wondering if you know what this is.", the trench coated pony said revealing a totem-like object. The unicorn takes closer look to inspect allowing the pony to press the object and spray out gas knocking the unicorn out.

Later in Canterlot...

The unicorn now with a longer blonde mane and tail, groans as he wakes up.

"Where am I?", the unicorn asks looking at the mirror. "Who am I?"

"You are Blueblood.", the trench coat pony said removing his trench coat and hat revealing himself to be Svengallop. "The true ruler of Equestria."

Back at the temple...

"Assassin next time you take Sterling to movies by yourself.", Elemental said. "Popcorn stale, sound too loud and story unrealistic."

The trio then notice the temple doors still wide open.

"I told Templar never to the temple doors open.", Elemental grumbles entering. "He let's bandits in and air conditioning out!"

"Templar?", Sterling calls out finding the whole place deserted. "Hello?"

"He probably stepped out for a minute.", Assassin Creed said.

"Templar would never leave the temple without leaving a note.", Elemental said.

"I don't like to look of these hoof prints.", Sterling said pointing to the floor. "One of them looks like they were dragged."

"I am Svengallop.", the earth pony said introducing himself. "Don't you remember me?"

"I remember nothing.", Blueblood answers with his hoof on his forehead.

"This potion with definitely worth a single penny.", Svengallop whispers to himself looking at the totem. "I would seem that you are a victim of amnesia. Allow me to fill in some blanks. I am your top adviser and a high-class noble. And I am your best friend."

Blueblood looks around the rundown hotel. "High-class noble?"

"Er... a temporary setback I assure you.", Svengallop said before grabbing a book. But it was only yesterday that you and I were at the top of our game."

Svengallop opens the book showing Blueblood photos of events he and Svengallop participated in. He then turn the pages to a newspaper clipping of Blueblood being the nephew of Princess Celestia and thus the prince. "You are also prince of this kingdom and rightful heir to the throne."

"So it is true.", Blueblood said grabbing the book. "But why am I here?"

"I'm afraid that your loving aunt tossed you aside for somepony better and that said pony is responsible for your current state, including your amnesia.", Svengallop said turning the pages to a photo of Princess Twilight Sparkle and her friends. "Princess Twilight Sparkle and her friends."

"They will pay!", Blueblood said charging his horn.

"In good time, my friend. In good time.", Svengallop said. "First we have a very important trip to make."

Elemental cast a locator spell to locate Templar and it points to Equestria.

"Templar is in Equestria.", Elemental said.

"How did he get there?", Assassin asks.

"I told you he's been kidnapped. Let's bring our pal home."

"Sven, why are we heading for Ponyville where Princess Twilight Sparkle resides?", Blueblood asks wearing a cloak to mask his appearance. "She's an alicorn and thus one of the most powerful creatures in Equestria."

"True, but the Cutie Map in her castle is our fastest means of transportation to find what we need. One of the Changeling's Nine National Treasure hidden away by Faust.", Svengallop said. "Once you get your hooves on it, you'll be unstoppable. Now be on your best behavior, while I prepare the spell scroll."

"Elemental, why do we have to transform ourselves into unicorns?", Sterling asks as the trio exits out of the portal hidden in an alley way in Ponyville. "Equestria has alicorns too.

"In Equestria the alicorns are known to be deities. Plus our presence as alicorns would attract unwanted attention.", Elemental said closing the portal.

"I think I can see Templar.", Assassin Creed said pointing at a cloaked pony sitting by the table.

"He is safe.", Elemental sighs in relief.

"Why is he back to his Blueblood look?", Sterling asks.

"It would seem my student seeks peace with those close to him.", Elemental said. "But first I'll give a piece... Of Elemental for making us worried sick!"

"I'll just hide in the shadows and keep an eye out.", Assassin Creed said blending inside the shadows.

"Hey, Templar!", Sterling calls out jumping onto Blueblood.

"Remove yourself child!", Blueblood said in a threatening tone causing Sterling to jump off.

"What's with that tone?", Sterling asks. "I came all this way from the Unknown looking for you."

"You are a lousy temple keeper! You leave without sweeping! I could've slipped on dust and broken hip!", Elemental said.

"What are you jabbering about old fool?!", Blueblood asks in annoyance and confusion. Both Elemental and Sterling gasps in shock.

"You speak to your Sensei that way?!", Elemental cries out creating a magic hand and do a two finger strike on Blueblood's head.

"Ow!", Blueblood cries out before standing up, remove his cloak and charge his horn.

"Blueblood, what is with you?", Sterling asks.

"You know my name?", Blueblood asks in shock.

"Blueblood it is you!", Twilight calls out galloping to the unicorn with Starlight. "We were so worried after you ran away."

"It's Twilight Sparkle!", Sterling hums with hearts swirling around her head.

"Twilight Sparkle?", Blueblood said.

"So you do remember me.", Twilight said in joy.

"My nemesis!"

"Huh?"

Blueblood fires a magical beam towards the unprepared Twilight. Sterling quickly pushes Twilight out of the way avoid the beam. Before Blueblood could fire another shot, Assassin Creed jumps out of the shadows and restrains him

"Templar, what has gotten into you?!", Assassin Creed grunts struggling to keep him restrained. Blueblood jumps backwards crashing to a wall with Assassin taking most of the damage. "Oof!"

Blueblood creates nine swords, made out of lightning, behind him.

"Twilight? Can Blueblood do that?", Starlight asks.

"No!", Twilight said as Blueblood launches them towards her. Twilight creates a shield, but the blades easily pierce through, fortunately Starlight teleports Twilight out of the way before the blades could cut her.

Blueblood prepares another spell, but stops and catches a rope that was about to lasso him.

"I got him Twi!", Applejack said as the rest of the Element Bearers arrive.

"Spike, send a letter to the princesses!", Twilight orders as Blueblood swings bot the rope and Applejack to a strawberry stand.

"I hate strawberries.", Applejack mutters as she covered in strawberry jam.

Spike was about to send the letter when Svengallop grabs hold of him and tears the letter to pieces.

"Ah ah ah! Can't let you call for the heavy artillery.", Svengallop said spraying Spike with the same totem he used on Blueblood. "Enjoy your amnesia."

Both Elemental and Sterling watch as the Mane Six, Starlight and Assassin Creed tries to stop Blueblood.

"Templar is not acting like himself.", Elemental said.

"Oh, yes he is.", Sterling said. "His Prince Blueblood self, but more aggressive than cowardly."

Blueblood creates one thousand blades of light and launch them towards the eight ponies. Rarity, Twilight and Starlight combine their magic to create a stronger barrier and although the blades manage to pierce the shield, none manage to get through.

"Tch! In that case...", Blueblood horn shoots out a red, brown, blue and green orb into a sky creating a a large magic circle hovering over Ponyville.

"Aiyah!", Elemental screams in horror. "Are you trying to destroy this whole town?"

"Templar, stop this!", Sterling said galloping to the unicorn. "Why are you trying to kill Twilight Sparkle?"

"Because she tried to get rid of me!", Blueblood answers confusing the ponies.

"If that's your excuse, then shame on you!", Assassin Creed said swinging a bell he took from the bell tower towards Blueblood. Blueblood screams as he gets knocked into the Everfree Forest crashing through several trees. The blow successfully cancels out the spell.

"Maybe that will knock some sense into him!", Elemental said.

"But how did it get out of him in the first place?", Assassin asks putting down the bell.

"I think the well dressed pony sneaking away have something to do with it.", Sterling said pointing to Svengallop trying to sneak away.

"Svengallop?", The Mane Six said in shock.

"You know him?", Sterling asks.

"He used to be Coloratura's manager.", Twilight answers.

Svengallop makes a run for it, but Assassin jumps in blocking his escape.

"Stop!", Assassin shouts taking his fighting stance. "What have you done to Templar?"

"Last I saw he crashed into the Everfree Forest.", Svengallop answers. "Your doing I believe."

"Tell us the truth!", Sterling demands.

"Perhaps Blueblood or rather Templar as you now call him had enough of doing commoner's work and decided to take a better offer.", Svengallop said. "Being the ruler of Equestria."

"Commoner's work may be dirty work, but at least it is honest.", Elemental said.

"Templar gave up his Blueblood identity to start a new life!", Sterling said. "He'll never return to his old self!"

"If you don't believe me then why don't you ask him?", Svengallop said pointing to Blueblood standing behind the group. Blueblood casts a dark spell jabbing black crystals to the horns and black rope to bind the wings. He then use a levitation spell to lift up the ten ponies and dump them all into a cellar. He then drops Tom the Rock onto the exit blocking it.

"Nobles: Ten! Commoners: Zero!", Svengallop said with a smile. "Come, Blueblood."

The two head for the Castle of Friendship. Unknown to the group the CMC watched the entire thing.

"We've got to get Chrysalis!", Scootaloo said.

"Why not Princess Celestia, Luna or Cadance?", Sweetie Belle asks.

"No offense to the princesses, but Chrysalis is more reliable in a fight.", Scootaloo said. "I mean they don't have much of a winning streak. Rainbow Dash even told me that a bunch of thorny vines captured Celestia and Luna. Plus Chrysalis did nearly conquer Equestria twice and she only lost due to a miracle and luck."

"Well since you put it that way. Let's go get Chrysalis.", Sweetie Belle said as the trio head off to find her. As the three leave Spike gets up.

"Who am I?", the amnestic Spike asks.

"I take it this is your doing, Greed.", Miasma said watching from a distance as Greed lands behind her.

"Of course, I do run a black market.", Greed said. "My business is to provide aid to the needy, which is what some ponies are thanks to Twilight Sparkle and her friends. It's ironic actually. Twilight Sparkle and her friends spread the Magic of Friendship to make new friends and solve problems, but at the same time create resentment from others."

"Starlight Glimmer being a perfect example.", Miasma said. "Still, what is so special with Prince Blueblood? From what I learned he's nothing more than a spoiled snobby brat."

"Perhaps, but he also possess the Heavenly Body Magic.", Greed said surprising Blueblood.

"Heavenly Body Magic?! That's one of the most powerful class of magic in the world and you're telling me that brat possess it?", Miasma asks.

"Indeed, that kind of magic can only by gained when someone is born on the day the planets align.", Greed said. "And that someone is Blueblood."

"I guess even someone like him can get lucky.", Miasma said.

"The fool Celestia has been focusing those displaying magical capabilities that she failed to notice those with magic locked within like Blueblood. Those locks can only be broken when the caster release a strong sense of emotions."

"So Blueblood isn't the only noble with latent ability.", Miasma said. "What about Sweet Victory?"

"Not all nobles have such luck.", Greed said. "By my calculations at least ten nobles including Blueblood possess latent abilities."

Both Svengallop and Blueblood enter the throne room where they see nine cloaked ponies waiting for them.

Svengallop toss the scroll onto the Cutie Map causing both to glow and create a portal to another location.

"Through the portal lies an artifact that'll make you more powerful than the combine force of the alicorns, Sombra, Tirek, Chrysalis and Discord.", Svengallop said with a smile, before the eleven ponies walk through before the portal closes.

Heir to the Throne Part 2 - Life of Blueblood

The ponies minus Sterling and Elemental struggles to remove the boulder blocking their exit, but it was too heavy for them.

"Aiyah! We are trapped!", Elemental said.

"It's no use! It's just too heavy!", Assassin said completely tired out.

"Wait, you mean to tell Trixie that in the Unknown even the Earth Ponies and Pegasi can use magic like the unicorns?", Trixie asks.

"Yes, but the method of using magic is much different to what unicorns can do.", Chrysalis said. "For example even though y horn is broken I was still able to cast spells by using my snapped off horn as a makeshift wand. There are many other ways like spell incantations or items functions similarly to a unicorn's horn. Of course these items are only common in the Unknown."

"How much are they worth in Equestria?", Trixie asks.

"Considering how rare those items are here... I'd say 10,000 bits.", Chrysalis said. "In the Unknown they are worth 100 bits. And that's the cost of the lowest quality."

"Drat.", Trixie mutters. "Wait, Earth Ponies and Pesagi in the Unknown?"

"Not everypony went along with the unification of the three tribes. ", Chrysalis said. "Those that did go along with the unification departed to the Unknown and formed their own Kingdom. Unicorns created the Kingdom of Unicornia, the Pegasi created the Kingdom of Atmos, and the Earth Ponies created the Kingdom of Terra."

"Why?"

"The Magic of Friendship is powerful, but not perfect.", Chrysalis said. "Sometimes it can even be taken advantage of and be misused."

"Chrysalis!", the CMC screams galloping to the former Changeling Queen and Trixie.

"I can't get these ropes off!", Rainbow Dash grunts trying to snap the robes binding her wings with her teeth. Elemental strike taps her head. "Ow!"

"Of course you can't get them off! They are made from dark magic!", Elemental cries out in annoyance.

"I don't get it! What would Svengallop want with Blueblood?", Twilight asks when suddenly the boulder is removed from their way out. The ponies look out and see Chrysalis holding the boulder over her head with one hoof.

"After seeing that, I can't help but feel out of shape.", Applejack said.

"Aiyah! A Changeling Queen!", Elemental screams. "Assassin!"

"No wait!", Starlight shouts as Assassin jumps out of the cellar and pulls out two daggers. Chrysalis notices a gold hawk badge on Assassin's clothing.

"An inquisitor!", Chrysalis said transforming her forelegs into blades. Assassin throws two of his daggers towards Chrysalis, which she easily deflects with her bladed forelegs. Assassin then summons a spear and attack. Chrysalis jabs her blade, but Assassin blocks it with a sphere which then explodes in a large flash of light, blinding Chrysalis.

Just as Chrysalis regains her sight, Assassin jumps her from behind and puts her in a strangle hold with his spear. Chrysalis starts moving around like an bull in a rodeo.

"Stop!", Twilight said. "Chrysalis is..."

Before Twilight could finish, Chrysalis manage to throw Assassin off her back straight on top of Twilight.

"...On our side.", Twilight groans.

"She speaks the truth.", Chrysalis said. "Plus we have bigger fish to fry. Blueblood and Svengallop have entered the Castle of Friendship and if what those fillies told me is true, then we are in real trouble."

Chrysalis picks up the scroll left behind in the throne room and read it.

"Just as I thought. It's a portal spell, but to the Unknown."

"How?", Twilight asks.

"You map is used to travel several years back in time. It can also be used to create a portal to any location in the world, but like the time spell there are several conditions that must be followed like knowing where you're going.", Chrysalis explains before thinking to herself. 'Why leave this behind? It's more logical to take it with them when they left, yet they just left it behind. It's as is they want us to follow them.'

"I should be able to reopen the portal, but right now the Cutie Map is currently out of power and recharging.", Chrysalis said looking as the Cutie Map vanishes back into the floor to recharge. "The portal spell to a location very far away requires alot of power, so for now we must wait."

"We'll use the time to get some answers.", Twilight said turning to Elemental, Sterling and Assassin. "You called Blueblood, Templar. Why?"

"Er... well...", Assassin said trying to change the subject, but Elemental puts his hoof on his shoulder.

"They have every right to know, especially this secret.", Elemental said both he and Sterling change back to Alicorns, much to the ponies shock. Twilight instantly recognize the older alicorn and makes a fangirl scream.

"I know you! You're Elemental from the book!", Twilight screams only for Elemental to hit her. "Ow!"

"No yelling!", Elemental shouts. "You want me to go deaf?!"

"Sorry.", Twilight said rubbing the injury.

"Anyway, you wanted to know why we call Blueblood, Templar.", Elementals said. "But first what do you know about him?"

"Aside from being a complete jerk, not much.", Rarity said.

"Well then it is better that I show you.", Elemental said pulling out a compass from his saddle bag and casts a spell.

Everyone in the room finds themselves inside Canterlot Castle Throne Room.

"It's great to see you again, Lord Bouken.", Princess Celestia said to a blue unicorn stallion with blonde mane and tail, a scruffy beard and a cutie mark of a ship travelling the waves.

"Please, Princess, just call me Bouken.", the unicorn said with a sincere tone. "After all, we are family."

"Of course. How are your wife and kids?", the princess asks as the two walk.

"They're all doing Equestria proud.", Bouken said. "Soon they'll become nobles worthy of your grace."

"I glad to hear it.", Celestia said giggling. "The ones I had to deal with are the snobby whiny kind. Don't get my wrong there are some fine nobles like Fancy Pants, but..."

"I know, but I'm afraid there is nothing we can do.", Bouken said. "It's not like they're doing something illegal."

"True.", Celestia said with a sign.

"Hey, you know what would be funny?", Bouken said.

"What?"

"You switch places with Discord and see what he do to the whiny nobles.", Bouken said resulting in the two laughing.

"You're right! That would be funny!", Celestia laughs.

"There is also another reason, why I came today.", Bouken said turning to the door. "You can come in now, Swan."

The door opens and a white unicorn mare, with blue mane and tail and a cutie mark of a swan enters the throne room carrying a small bundle wrapped in a blanket. Celestia looks and sees a white coat and blonde mane and tail foal sleeping.

"Aw, how cute.", Celestia said. "What's his name?"

"We've decided to call him Blueblood.", Swan answers.

"Ahem!", a brown unicorn stallion with grey mane and tail, wearing a grey suit, and a cutie mark of a scroll, clears his throat getting everyponies attention.

"I'm sorry to interrupt, but I'm here to remind the princess that must must return to her duties i about an hour.", the stallion said.

"Alright, Prime Minister Makage.", Celestia sighs putting her crown on her forehead. "I'm sorry, I must cut this short."

"It's alright, princess. You do have a big responsibility.", Bouken said leaving with his wife with Makage following behind.

"Perhaps, Blueblood might be the one.", Celestia said staring at the moon where Nightmare Moon is currently trapped.

As the carriage carrying the noble family and their escort guards leave Canterlot, a cloaked figure watches from a distance.

"To think, that child inherits the Heavenly Body Magic.", the figure said. "If I let this go unattended, he'll no doubt be a powerful ally to Celestia."

The newborn Blueblood giggles as Swan kisses him to the cheek.

"What do you think his future will be?", Swan asks.

"Whatever it is, I'm sure it'll be a fine one.", Bouken said when suddenly the carriage came to a halt. Bouken gets out of the carriage to see what was going on and sees a hooded figure blocking their path.

"What's going on, Tracker?", Bouken asks his eldest son.

"I'm not sure father.", Tracker said when suddenly the figure bursts into black flame and coming out of it was a intimidating being.

Tracker bursts into Celestia's throne room, surprising those inside and collapses to the floor.

"It's Lord Bouken's son, Tracker.", Celestia said running to her nephew and was horrified upon seeing a fatal stab wound on his chest.

"We were attacked...", Tracker said weakly before expiring.

"No...", Celestia said in horror before flying out of the castle as fast as she can. By the moment she arrive she was horrified at what she see. Dead bodies of the family's guards. She approach the knocked over carriage and sees some of Bouken's kids were killed.

She looks away and finds Bouken's body lying on the muddy road with his hoof on a sword. No doubt trying to reach for it before the attackers saw and killed him.

"Celestia..."

Celestia turns to the source and sees Swan sitting beneath a tree holding they crying Blueblood.

"Swan!", Celestia cries in relief which then fades when she sees a spear impaled to her back. "What happened?"

"It came so fast!", Swan said weakly. "A monster! He was here for Blueblood."

"Why?"

"He said some nonsense about him being a threat he cannot overlook.", Swan said coughing out blood. "Just as he was about to finish us off, he notice your arrival and fled. Please, take care of Blueblood..."

Swan passes the crying Blueblood to Celestia, before she too pass away.

"How horrible.", Rarity said.

"Chrysalis, do you know who the attacker is?", Twilight asks.

"Considering that fact that he use black flames for his transformation there is no doubt the attacker is Controller, the 5th son of the family.", Chrysalis said. "I don't know anything else about him, since he rarely shows up in the Empire. However, it is likely that he is still in Equestria hiding among the ponies."

"But won't anypony notice something strange with the pony the Changeling take form of?", Twilight asks.

"Controller, doesn't go by that method.", Chrysalis said. "From what I was told, he takes on an original identity, because it'll avoid suspicion. His disguises are so great even by Changeling standards and spells capable to dispelling transformations or disguises cannot effect him."

"Then we'll never find him.", Twilight said.

"There is one other thing Miasma told me.", Chrysalis said. "While Controller is a powerful warrior in his own right, what makes him really dangerous is his political skills and connections, meaning whatever identity he is currently taking established a strong position in the political world."

The Mane Six and Starlight froze in terror. That means one of the nobles working in the Royal Court is a Changeling King in disguise. Starlight quickly snaps out of it.

"As terrifying as it sounds right now, our main focus should be with Blueblood and Svengallop.", Starlight said.

"That still doesn't explain why he is such a jerk.", Applejack said.

"Then let us continue...", Elemental said. "We'll skip to the part where things started to fall apart."

Blueblood watches Celestia place her hoof on a filly Twilight calming her and the out of control magic down.

"You have a very special gift. I don't think I've ever come across a unicorn with your raw abilities."

"Huh? "

"But you need to learn to tame these abilities through focused study."

"Huh?!"

"Twilight Sparkle, I'd like to make you my own personal protégé here at the school."

"HUH?!"

"Well?"

"YES!!!"

"One other thing, Twilight."

"More? My cutie mark! Yesyesyesyesyesyesyesyesyesyesyesyesyesyesyesyesyes..."

"NO FOOLING!", Shining Armor screams shaking Blueblood like crazy. "My Twilie got her cutie mark and became personal protégé of Princess Celestia herself?! And I missed the whole thing?!"

"Shining, he can't say anything if you keep shaking him like that.", Spitfire said eating a donut.

"Oh, sorry.", Shining Armor said letting go of Blueblood.

"Hey, where is cousin Cadance anyway?", Blueblood asks getting up. "I expected her to be here to hear the news."

"I'm afraid she's off on a trip or something.", Shining Armor said. "But I'll send her a letter."

"This is bad Blueblood.", Sweet Victory said sitting next to the group. "Now that your precious Aunt Celestia have a powerful unicorn, I'm afraid all her focus will be on her."

"Sure we won't be seeing each other as often, but I can understand why she must be with Twilight Sparkle.", Blueblood said. "Did you see how powerful her magic is? And she's only just a filly."

"Head up!", Spitfire shouts after Derpy trips and a bunch of donuts fly towards Sweet Victory.

"Living Pony Shield!", Sweet Victory screams grabbing Blueblood and use him as a shield. Blueblood then gets splattered by donuts.

"Oops! My bad!", Derpy said.

"You know after seeing that, I'm starting to think Blueblood's rude behavior is due to some bad influence.", Rarity said remembering how Blueblood used her as a shield.

"I guess, because Princess Celestia was too busy focusing on me. Blueblood had to go to somepony else to learn how to be royalty or being a noble.", Twilight said.

"Too bad he went for the wrong kind, or rather the wrong kind went to him.", Applejack said.

"Well he is the prince and the princess' nephew.", Starlight said. "Such a connection can be taken advantage of."

After the Nightmare Moon incident...

"Blueblood meet my sister, Luna.", Celestia said introducing Luna to Blueblood.

"Auntie, I thought you said you never had a sister.", Blueblood said. "And why does your sister have the same cutie mark of the Mare in the Moon? I thought you said it was nothing more than a fairy tale."

"Err... Well... you see..."

"Is there anything else you're hiding?", Blueblood asks suspiciously.

"No, I assure you this is the only one.", Celestia said. "The reason why I keep this secret is due to personal issues."

"I understand, a loss of a family member can a tragic one to the point you want to keep it all to yourself.", Blueblood said leaving before whispering quietly to himself. "Fortunately yours came back, while mine remains gone."

"It's Twilight Sparkle this! And Twilight Sparkle that!", Blueblood yells in frustration. "Even after she left for Ponyville, my aunt still talks all about her! I mean sure she saved Equestria from Nightmare Moon, but that's only through the Elements of Harmony and making friends."

"I understand that you are upset and you have every right to be, but you must understand that you are still her nephew.", Prime Minister Makage said. "She will never replace you with somepony more powerful."

"I suppose you're right.", Blueblood said. "Thanks for helping me sort this out."

"My pleasure, Blueblood.", Makage said placing his hoof on his shoulder. "If there is anything you need of me just ask."

"Thank you, Prime Minister.", Blueblood said.

After the Grand Galloping Gala...

"What happened to you?!", Makage asks seeing Blueblood enter his office covered in cake.

"The Gala is what happened!", Blueblood shouts in frustration. "And I ended up taking the heat for the terrible event!"

"Isn't Celestia technically in charge?", Makage asks.

"She disappeared after the disaster and on my way here I saw her with the Element Bearers inside the Donut Shop.", Blueblood said using his magic to remove the cake off of him and dump them in the trash. "What's worse is that this whole thing was planned by my aunt!"

"That pretty much sound like what Celestia would do.", Makage said with a sigh. "The nobles keep complaining of her 'pranks'."

"I know a life of royalty can be boring, but was that really necessary?", Blueblood asks.

"When I find out who is responsible for this disaster of a gala I'll make sure that they'll live the rest of their lives in the streets!", Sweet Victory shouts furiously removing his ruined suit as he storms to the City Hall with several other angry ponies behind him.

"To someponies... No.", Makage said knowing that he'll be up late.

During the Crystal Empire...

Makage read the letter sent from Princess Celestia about the return of the Crystal Empire and the sudden departure of Shining Armor and Princess Cadance. "You look troubled Blueblood."

"She lied to me again!", Blueblood said in anger. "She said there is nothing the the Frozen North in the past and now there just happen to be an ancient empire coming out of nowhere! Why tell Twilight Sparkle about his and not me?!"

"It is possible that she doesn't trust you.", Makage said.

"On the day my family was murdered, Celestia took me in and raise me like a son.", Blueblood said. "But now, I'm starting to wonder if I mean anything to her."

"There is word that the reason why Princess Celestia sent Twilight Sparkle to the Crystal Empire is because it is a test.", Makage said.

"A test? A test for what?", Blueblood asks.

"The fact that Celestia is keeping this secretly can only mean one thing.", Makage said. "This test is to see if Twilight Sparkle is worthy of ascension. Becoming an alicorn princess."

"That's impossible! Celestia herself told me that you can only become an alicorn by birth.", Blueblood said.

"I'm afraid that was another lie, for Princess Cadance became an alicorn through ascension rather than birth.", Makage said as Blueblood sits down completely devastated. "Don't feel bad, Blueblood. Twilight Sparkle will become an alicorn princess, but only through Princess Celestia guidance."

"You make it sound like there is another way.", Blueblood said.

"There is. Something special is inside of you Blueblood. Something locked inside your own body, however you cannot unlock it here in Equestria.", Makage said. "It is time that you follow what your cutie mark was made to do. Find your destiny."

"I'll need time to think about it.", Blueblood said. "This is alot to take."

"Take all the time you need."

During Twilight's Kingdom...

While Tirek made his rampage, Blueblood was in another kingdom on a diplomatic visit. However that visit didn't turn out as pleasant as he thought when a young commoner looking just like him knocked him unconscious and switched clothes.

He also learned that the governor of the kingdom is nothing more than a dictator as he abuse his power onto the commoners, like protection payment. Blueblood got caught in the middle of it due to being mistaken for the commoner, though he easily fend off the attackers despite being tied up.

Not wanting others to suffer the loss of a family like he had, he decided to help the commoners by exposing the governor's crime, however the governor didn't plan on going out without a fight as he use a copy of an Alicorn Amulet giving him a heavy advantage. However because the amulet was a copy it was also completely unstable, resulting in the governor becoming a feral alicorn.

It was then Blueblood use the Heavenly Body Magic for the first time and with it he easily defeated the governor resulting in his death due to the effects of the fake amulet.

Sometime after Sweet's Victory's transformation and rampage...

Blueblood place a bouquet of flowers onto his family grave and gives his prayer. As he walks away he stays at the photos of his younger self with Celestia. Blueblood then tear the photos into pieces and scatters them into the wind.

"I'll make my own destiny and identity.", Blueblood said picking up his bags and leave Canterlot. "Farewell, Equestria."

"That's kinda said.", Starlight said. "Celestia was so focused on Twilight and her destiny that she completely ignored Blueblood."

"That is way he left Equestria.", Elemental said. "He feared that he could suffer the same fate as Princess Luna, thus left the kingdom, his past and his own name to start a new life."

Suddenly the Cutie Map returns at ten cutie marks swirl over an unknown area.

"No, not now! We can't have a friendship problem, while Svengallop gets what he needs.", Twilight said.

"Actually that's where they are now.", Chrysalis said looking at the cutie marks. Eight of the marks are recognizable as they belong to Applejack, Rarity, Twilight, Fluttershy, Rainbow Dash, Pinkie Pie, Starlight and Trixie. "I don't know whose marks are these."

"I do.", Twilight said staring at the cutie mark of Sunset Shimmer and Moondancer.

The map called for the six Elements Bearers, three incredibly powerful unicorns and one showoff.", Chrysalis said.

"Hey, that showoff is my friend!", Starlight said.

"Who can barely do a teleportation spell and always shout out the names of the spell before she does them.", Chrysalis points out. "Then again almost everyone in the Unknown does that because they think it sound cooler."

Later...

The ponies that the Cutie Map calls for along with Elemental gather around the table as Chrysalis prepares the portal spell.

"Why is Elemental coming along?", Rainbow Dash asks.

"I can only create the portal from here to there not the other way around.", Chrysalis said. "Elemental is needed in order to return due to him knowing the spell and having stronger magic."

Chrysalis finish the spell and the portal opens up to the area where Blueblood and the others are. The ponies enter the portal with Sterling attempting to follow only for Assassin to stop her.

"Too dangerous!", Assassin said as the portal closes.

"Aw!", Sterling groans.

"So what do we do now?", Applebloom asks.

The door opens up and the six sees Spike entering the room.

"Excuse me, but can you tell me who I am?", Spike asks.

"Uh-oh!", the CMC said.

Author's Note

There we have it the ending of the prologue to the Side-Story: Heir to the Throne.

Also the event with Blueblood during the Tirek rampage in Twilight's Kingdom will set in MLP Gaiden - Blueblood Arc.

I'll start either stories after finishing A Family Worth Having.

Shining and Ryoma - Meeting of Rivals

"You'll grow in into a fine queen like your mother.", Ryoma said looking over the sleeping Pupa. A trooper enters the tent and whispers to Ryoma.

"We have a problem.", the trooper whispers. "We have a rogue Changeling on the loose somewhere in the Crystal Empire."

"Thorax and those traitors are a bigger priority than a single rogue Changeling."

"Word is that he is starting his own hive and will be instigating a rebellion."

"In that case...", Ryoma said getting up. "I'll head out."

"Alone?"

"I am more than enough.", Ryoma said. "Though I'll still bring Murasame along just in case."

"Isn't the Murasame Sword one of the Empire's Nine National Treasures?", the trooper asks. "I thought only the Royal Family have the rights to use them."

"I'm an exception.", Ryoma said leaving. "Have Stag and Horn guard the princess."

Ryoma transform into a white alicorn stallion, but covers his wings with his red trench coat.

In the Castle of the Two Sister...

A Changeling was sitting on Celestia's old throne as two Changelings enter.

"Do you have it?"

"Yes.", the two answers giving the Changeling an Evo-Fruit.

"At long last! Absolute power! I should thank Thorax for this opportunity.", the Changeling laughs before eating the fruit. He laughs even harder as his body transform. The two Changeling back away in fear as the process commence.

"My lord, Ryoma is on the move.", a Changeling said entering the room.

"Tch! I expected anyone but him. And I can't be him as I am now.", the evolved Changeling said before turning to the two Changelings before him. "I need a volunteer to play decoy."

"D39-V1429 AKA Lt. Pine. Special Forces - Ranger Divisions. In charge of the 11th Squadron.", Ryoma said reading the file of his target as he walks the street of Canterlot. "Went missing after Thorax took over leadership of the Hive. That's the problems with pacifistic leaders, they can't keep the troublemakers in line."

Ryoma walks to one of the pubs to gather some information. He sits y the bar and makes his order.

"I'll takes a shot of vodka and some hot danishes, but easy on the sauce. I'll also take a pie to go."

The bartender nods and hand over the vodka, before entering the kitchen. Another pony then sits next to him.

"So how can I help you?", the pony asks as Ryoma drinks.

"I need information on a Rogue Changeling, Pine.", Ryoma said. "How much will it cost, Greed?"

"You're absolute loyalty to my sister is more than enough for this.", Greed said. "Lt. Pine is leading his squadron to the Crystal Empire and will commence a hostile takeover. They'll be entering the city under the guise of reformed Changelings with Pine taking the guise of Thorax."

"Not surprising. Thorax is practically best friends with these crystal ponies.", Ryoma said eating the danishes. "When will it happen?"

"Tomorrow.", Greed said leaving. "I suggest you arm yourself to the teeth. You may be second-in-command, but your foes are special forces."

"Doesn't matter! Any traitors to the hive must be eliminated and then reset.", Ryoma said leaving with the pie. "That is the law of the Empire. Always has and always been."

"Is everything ready?", Lt. Pine asks watching his squadron gearing up.

"Yes, sir! By tomorrow we'll commence the attack."

"Sir, we've spotted some Crystal Guards approaching our position! They are likely a scout team and the leader of the group is Prince Shining Armor. Should we let them go?"

"No, this is a perfect opportunity for these ponies to see what makes us Changeling's a force to reckon with.", Pine said opening a crate and picking up a cylindrical object. "And how outgunned they are."

"How many are you going to kill?"

"None, but I'll make it hurt."

"Just one more run and we'll go back to the empire.", Shining Armor said patrolling the area with six Crystal Guards. Suddenly they here a bang. A Crystal Guard collapses to the snow screaming in pain as he clutch is bleeding leg. "Inside my shield!"

Two Crystal Guards drag their wounded comrade behind Shining Armor as he creates a barrier around himself and the others. Several miles away from the group, Pine watches from afar with his weapon.

"Does he really think such a weak shield will stop my attack?", Pine asks firing another shot. The shot pierces through the shield injure another guard to the flank.

"No way!", Shining said in shock as his barrier crumbles. "That was my strongest shield!"

Pine fires another shot, injuring another guard.

"Fall back! Fall back!", Shining Armor orders.

Shining watches as paramedics take the injured guards to the hospital after returning to the Crystal Empire.

"How could this happen? And under my watch?", Shining Armor mutters sitting down.

"Shining!", Cadance cries galloping through the hallway. "Are you alright?!"

"I'm fine, but my men aren't.", Shining Armor answers sadly. "The doctors said they'll live, but they won't be going anywhere for a while."

"What happened?"

"I don't know! I couldn't even see the attacker!", Shining Armor said. "It's as if he was firing a spell from a far distance and pierced my shield!"

"But there aren't any spells capable of that.", Cadance said.

"Any spells in Equestria.", Shining Armor said.

"You think the attacker might be from the Unknown?"

"Most likely a Changeling still loyal to Chrysalis.", Shining Armor said. "Don't forget the ones under Thorax rule are workers not warriors."

"Perhaps we should send a letter to Twilight about this.", Cadance said.

"Good idea.", Shining Armor said. "In the mean time I'll increase security around the Crystal Heart just to be safe."

Shining walks to the castle to check the Crystal Heart, but stops when he notice several guards on the ground unconscious. He looks ahead and sees Ryoma staring at the Crystal Heart.

"How interesting.", Ryoma said staring at the Crystal Heart. "Too bad it is practically worthless as the users. Don't you agree, Captain Armor?"

Shining Armor tries to blast him with a spell, when suddenly his body starts to slowdown.

"What is happening?!"

"Feeling heavy? I used a spell called Heavy Acceleration. The spell creates a teporal field that distorts tie for everything and everyone in it. Don't worry the spell doesn't affect the brain meaning that you are completely aware of the situation, but it'll do you no good if you can't move at your usual speed."

"What's going on?!"

"What's this?!"

"My body is so slow!"

*Flurry Heart's Giggles*

"Don't worry, I'm no here to harm you. Yet.", Ryoma said turning to a Crystal Pony still moving normally. "I'm here hunting down some troublesome Changelings."

The Crystal Pony transforms into a Changeling and change into it's trooper form. The Trooper raise it's spear and fire magical bolts from it. Ryoma quickly change into his battle form.

Ryoma's Battle Form

Ryoma draws out his sword and uses it to block off each shot fired from the Rogue Trooper. Realizing that shooting won't work the trooper summons another spear. This spear is is dual sided with the top blade being a jumonji yari and the bottom blade being a su yari. The trooper then charge with Ryoma following suit.

Shining could only watch appalled upon seeing two warriors fight. It was one thing seeing it through Chrysalis' illusion, but another in person. Just one of them alone possess the skills to wipe out an entire squadron of royal guards with ease. Ryoma charges his sword with his magic and makes a powerful swing. The Rogue Trooper cross his spears to block the attack and was able to for a moment before Ryoma's lade cuts through and slice the trooper to the chest. The trooper falls and explodes in a burst of green flame.

"As you expect from special forces.", Ryoma said sheathing his blade and reverting back to his Changeling form. He then dispels the Heavy Acceleration allowing Shining Armor and any ponies in range to regain their natural movement. He then walks over and picks up a device on the charred ground. Ryoma then proceeds to leave on for Shining Armor to stop him.

"Just where do you think you're going?!"

Ryoma grabs Shining Armor front leg and throws him to the ground and locks it.

"This is all that the Captain of the Royal Guard has to offer?", Ryoma asks. "Well considering how weak the alicorns here are I should've be surprised."

"Hey, three of those alicorns are my wife, daughter and sister!"

"And yet, how is it that you haven't become an alicorn? From what I can tell you have the capability of becoming one well."

Shining Armor stops his struggling upon hearing those words. Ryoma releases him.

"What?"

"You're an Alicorn Candidate, it means a pony with the capability of becoming an alicorn."

"How do you know so much about it?"

"There are alot of alicorns residing in the Unknown, so it's no surprise a discovery of the process was to become one."

"For somepony who's suppose to be my enemy you sure are giving me some useful information."

"I'm only telling you this, because I doubt you'll succeed."

'I really hate this guy!', Shining Armor though as he growls.

"I'll skip the to the final part. To ascend into an alicorn you must do something worthy of your cutie mark."

"The Cutie Mark?"

"Think about it. Celestia and Luna became alicorns when they moved the sun and the moon because it's their cutie marks represent. Twilight Sparkle's cutie mark is all about magic, thus completely a spell that even the great Star Swirl failed to do, got her cutie mark to see her worthy of becoming an alicorn."

'Worthy of my cutie mark...', Shining Armor though staring at his cutie mark. The cutie mark was all about protecting those who can't protect themselves and unfortunately he hasn't been doing a good job of it with Tirek, Chrysalis, and Sombra being a good example. 'How can I be worthy if I can't even do my job as Captain and Prince right?'

Few Years Ago - Canterlot

"The unicorn known as Shining Armor is rather impressive.", one of the instructors said. "The top of all of his classes."

"He'll no doubt become Captain of the Royal Guard! Perhaps the greatest of them all!"

"True, but I have some doubts.", the headmaster said.

"What makes you say that?"

"Don't get me wrong, Shining Armor is a powerful unicorn and an excellent cadet, but there are limits to what learning and training can do.", the headmaster said. "The moment he graduates I fear that his growing abilities will stagnate, because he lacks experience. What he needs are worthy rivals that'll force him to push past his limit and continue to grow."

As the headmaster said this silhouettes of Gold Star, Ryoma, and several others appear in the background.

"Why are you following me?", Ryoma asks as he heads toward the edge of the empire.

"Whoever this Changeling is worker for is no doubt the one who attacked my men!", Shining Armor said. "I am not going to sit around doing nothing, while he remains at large planning whatever he is going to do to the empire and my family."

"Give it up!", Ryoma said. "You couldn't do anything against the likes of Tirek or Sombra. These Changelings are Special Forces, just twenty of them alone are enough to defeat the entire Royal Guard Divisions in Equestria. Face it, you're a joke."

"And you have every right to call us a joke!", Shining Armor said surprising Ryoma. "After Chrysalis told me what the Changeling Empire was capable of, I can't help but feel humiliating outmatched. He couldn't do a thing against Tirek, Nightmare Moon, Sombra, Discrod and even Chrysalis, so how are we suppose to compete against a kingdom that possess the means to conquer the entire world?!"

'Chrysalis told him? Does that mean Chrysalis is alive?', Ryoma thought.

"My sister, wife and daughter are all alicorns which means they'll be the first to be targeted!", Shining Armor said. "I can't bear to lose any of them. They mean everything to me."

"Very well. You can come with me, but if you die it's your own fault."

"How do you plan on taking the Crystal Empire?", a trooper asks walking with Pine.

"These ponies are soft. All you need is the right hostage.", Pine said handing the trooper a photo of Flurry Heart. "The Princess of Love and her husband will do anything to keep their precious filly safe. Even give up their empire."

"And while we keep Ryoma and the ponies busy. The commander will continue with preparations on taking the hive from Thorax. He'll take the throne, but not before giving these traitors a blood bath."

'Ryoma, second-in-command of the Chrysalis Hive and holds the rank of general, which he gained at an incredibly young age.', Shining Armor though walking behind Ryoma. 'He's a warrior that made it through harsh battles... I hate to admit it, but there is a vast difference of power between me and him. Not to mention that he easily knocked out Princess Luna with a door. A blow she would easily shrug off from even a minotuar.'

"We're here.", Ryoma said staring at an abandoned outpost. "This outpost used to serve as King Sombra's eyes during his reign. Because of that he was prepared for the Royal Sisters surprise attack that was originally meant to defeat him before he could seal the Crystal Empire away."

"What happened to the occupants?"

"They've fled after King Sombra's defeat and haven't been found.", Ryoma said. "Be cautious. It may be abandoned, but there are still some traps laid there."

"So how do we sneak in?"

"We don't!"

"Wait, you're launching a frontal attack?!"

"They already know we're here.", Ryoma said pointing his eyes.

"Oh, right the Hive Network thing."

"It's Ryoma with some pony!"

"Fire!"

Some troopers jumps out of their hiding place and start firing magical bolts from their spears while others use some long cylinders to fire solid projectiles. Both Ryoma and Shining Armor quickly take cover from the barrage.

"Some pony?! I'm Captain of the Royal Guard."

"Tell them that after you get a better reputation!", Ryoma said before firing a shot from his horn taking down a trooper by the window. Ryoma change into his battle mode, draws out his sword and charge blocking the shots with his sword.

"This Changeling is crazy!", Shining Armor said before ducking again.

Ryoma got to the trooper guarding the door and tackles him inside.

"He's inside!"

"Get down there!"

"You guys have some nerve! I get more respect from total strangers!", Shining Armor shouts in frustration after seeing the guard are ignoring him for Ryoma, before heading for the outpost himself.

The trooper kicks Ryoma's sword out of his hand and punches him to the face. Ryoma retaliates with a headbutt straight to the head cracking the helmet visor. He then lifts up the trooper over his head, drop and knees him to the back breaking it. Another trooper kicks the door open, but Ryoma grabs a flintlock from the dead trooper and fires a shot to the other trooper's chest. Ryoma toss the flintlock aside and picks up his sword. He finds a box a grenades and takes them along.

He opens the door, throws the box inside and blast it with his magic creating a large explosion before hiding behind the wall. After the explosion finish Ryoma enters the room and attack.

Elsewhere, Shining Armor is having a good time as he is in a fight against a Trooper he bumped into. The Trooper grabs Shining Armor and knees him three times to the stomach. The Shining Armor's armor did little to help minimize the damage.

"Unlike your pathetic armor, ours aren't just for show!", the trooper said throwing a punch, but Shining Armor ducks in time resulting in the punch puncturing the wall. The trooper punches the wall again with his other arm and then tears a piece of the wall out, before throwing it to Shining Armor. Shining Armor creates a shield to block the chuck giving the Trooper time to pick up his spear and fire magical bolts at the shield.

'A single bolt from that spear is as powerful as charged blast from a unicorn, but unicorns need time to charge an concentration. These spears lack that kind to flaw.', Shining Armor thought. ''I hope Twily is having a better time than I am."

Twilight, Applejack, Pinkie Pie, Fluttershy, Rainbow Dash, Rarity, Starlight, Sunset Shimmer, and Moon Dancer screams as they flee from a small meteor shower summoned by Blueblood. Meanwhile Elemental was picking up some some plants and some jars in his saddle bag.

"You're fixing a snack?!", Trixie asks in dismay.

"How can Elemental cast a anti-meteor shower spell without ingredients?"

'Think! Think! Think! What did Chrysalis do during the Artificial Changeling incident?', Shining thought trying to remember as he struggles to maintain his shield from the barrage. "Oh yeah!"

Shining Armor change his standard barrier into a think wall and launches it to the Trooper. The Trooper fails to stop it as the wall smashes him through several walls.

"I guess I can use my shields for offensive purposes as well.", Shining Armor said. "Too bad it's the only one I know."

Shining Armor exits out of the room and find the floor littered with body of troopers bursting into green flame.

"Oh, come on! I could barely handle one!"

"Sir!"

"Not now! Can't you see that we have a situation at hand?!", Pine said looking at the orb as Ryoma fights off his men.

"But you have to see this! I found it inside the former commander's office safe!", the Trooper said showing Pine what he found. Pine widen his eyes and grabs it.

"Are you certain this is accurate?"

"It was heavily guarded from spells, traps and an incredibly durable safe."

"Tch! I was hoping to have a shot against Ryoma, but this is too important.", Pine said. "I must go and give this to Kaiser immediately! Cpl. Inferno, keep Ryoma and the pony busy."

Pine hands the trooper an Evo-Fruit.

"You can count on me!"

Pine turns invisible and flies out of the outpost. The Inferno removes his helmet and eats the fruit.

Shining enters the room where Ryoma and the remaining six troopers are in. Ryoma creates barriers around himself and the troopers.

'That idiot just created a shield with the enemies inside!', Shining Armor thought in shock.

However instead of attacking the troopers, Ryoma jumps at the shiend and kicks at it, making him bounce off of it and kick the target. Ryoma then keeps bouncing off the shield and kicking the targets in a pinball-like manner until he draws his sword and delivers the final blow with a powerful swing, skidding to a stop. The shield dissipates and the troopers fall and explodes. Shining couldn't believe what he just saw, Ryoma just turned what was suppose to be a disadvantage into an advantage.

"Taking out eighteen trooper can sure tire me out.", Ryoma said pulling out a vial and opening it up. A pink aura escapes from the vial and Ryoma sucks it up.

'Must be love inside that bottle.', Shining Armor thought. 'Kinda smart if you ask me.'

"You're still here? I thought you ran away or got killed?", Ryoma said noticing Shining Armor.

'I really hate that guy!', Shining thought in anger, before sarcastically saying. "Geez, thanks for caring."

Suddenly Ryoma tackles Shining Armor to the ground as a pillar of flame blast through the wall next to Shining. The two peek at the hole as see Inferno.

Inferno's Battle Form

"As much as I want to fight you Ryoma, I have a empire to destroy since you being here made us go ahead of schedule.", Inferno said.

"Where's Lt. Pine?"

"Not here and you won't be getting anything from me.", Inferno said before he teleport out of the outpost.

"Where'd he go?"

"Considering his abilities and the situation at hand it is likely that he is on Mt. Everhoof to cause a large avalanche to bury the Crystal Empire."

"How are we going to stop him?"

Ryoma tears off a door and gives it to Shining Armor.

Inferno looks up straight at Mt. Everhoof.

'Even in my battle form I'm still no match against Ryoma in combat skill, but that doesn't mean I can't use other means.', Inferno thought before firing several powerful beams from his forehead straight at the large mountain creating a large avalanche. 'Now for the Crystal Heart, so the ponies can't use it to stop the avalanche.'

Inferno teleport to the Crystal Empire just before a flash of light appear at the top of Mt. Everhoof follow by a scream.

"Halt!", Flash Sentry orders leading a battalion of guards to guard the Crystal Heart.

"Why not?", Inferno said using Heavy Acceleration causing everything and everypony in the empire to slow down.

"Not this again!", Flash screams as his body moves real slow. Inferno simply walks pass the row of guards to the Crystal Heart.

"A pity you went rogue on us, Inferno.", Ryoma said appearing behind Inferno. "You could've put your skills to use for Queen Chrysalis, but due to your betrayal I'm afraid I must put you down."

"So you figured it out."

"I found it strange when I heard Thorax took over the Hive despite the fact you and Pine reported that you've has eliminated him.", Ryoma said. "I also wondered how he and three de-powered foes somehow got into the castle without being detected, especially during your patrol shift."

"I guess the cat is out of the bag.", Inferno said. "Yes, we set the stage for Thorax to overthrow the Queen. We knew how different Thorax was compared to us and after the Canterlot Wedding we simply told Chrysalis that he died. We placed a cloaking spell on him so he can be invisible to the Hive Mind, thus Chrysalis didn't know of his survival or his betrayal until our second attempt."

"In other words, Thorax was nothing more than a pawn for whoever you're working for to take the Hive.", Ryoma said.

"Of course, if Chrysalis was still in charge it would've taken us years with a bloody civil war, but with Thorax now leader the takeover will be much quicker. And there's nothing you can do to stop it."

"Perhaps, but you'll not live to see it, since you'll be busy regenerating back home after I'm done with you.", Ryoma said. "By just standing here and waiting for you to come to me."

"Do you really think I'm stupid enough to come at you?", Inferno asks before hearing a scream. "What's the?"

Inferno looks up and sees Shining Armor on a door screaming and falling towards him. Before Inferno could react, Shining Armor jumps off as the door flies continues flying towards him. The door knocks him straight towards Ryoma allowing him to draw out his sword and cut him down resulting in an explosion. This allows the ponies within the empire to regain their normal movements. Ryoma swings his blade once more splitting the avalanche in half, thus saving the Empire from being buried.

The ponies were all awestruck at what they just witnessed. Normally stopping an avalanche of that size would take alot of power from Princess Celestia, yet Ryoma was able to do so with little effort.

"You almost killed me!", Shining Armor shouts in rage approaching Ryoma.

"Relax, I knew that you would use your shield to save yourself.", Ryoma said sheathing his sword.

"Are you saying that I can't beat that Changeling?"

"You'll just take him head on and look how well that got you with Tirek and Sombra.", Ryoma said. "You may be strong Captain Armor, but strength is meaningless if you can't use it properly."

With that said Ryoma reverts to his Changeling Form and flies off, but not before telling Shining Armor this. "Use that mission we've gone through together to see what makes you and me so different when it comes to battle."

After Ryoma leaves Shining Armor realize something. "Ah! I forgot to tell him that Chrysalis is fine! Now he thinks we're holding her prisoner!"

In the Castle of the Two Sister...

"To think that Sombra happen to have one of the Nine National Treasures.", the Changeling Leader said reading the scroll. "And a powerful one at that."

"What is it?", a trooper asks.

"The Perfecter. As your are well aware we Changelings can take the appearance of anyone, but only by the outside not the inside. The Perfecter on the other hand fixes that flaw. Not only will I take the appearance of whoever I want to appear as, but I'll also have their personality, memories, and abilities."

"The ultimate infiltration device.", Pine said. "In your hands, your plan we no doubt be a success."

"Indeed it will.", the leader said with an evil grin.

Author's Note

Changeling Encyclopedia

"Settle down, class.", Cheerilee said settling down the fillies and foals among the Sterling (in her unicorn disguise). "Today we have Chrysalis here to tell us more of the Changelings."

"But I thought we know enough from Thorax.", Sweetie Belle said.

"True, but Thorax was born here in Equestria. Chrysalis on the other hand was born from a faraway land in The Unknown where the Changelings are originally from, thus there are more to the Changelings than we a lead to believe."

"Today, I'll explain a unique transformation we Changelings possess, Battle Form/Mode.", Chrysalis said using her magic to reveal Greed's, Envy's, Drake's, several troopers, Horn's, Stag's, and Ryoma's battle form.

"Battle Forms is similar to how a pony becomes an alicorn, although we are capale to returning to our normal forms."

"Battle Forms gives us Changelings many advantages. The basic is an increase power for the body like strength and speed. Another advantage is the we have you we call hands, they allow use to wield out weapons without the usage of magic or wings. In other words we make use of a weapon and magical attacks at the same time."

Sterling knows what Chrysalis means. Unicorns have to carry their weapons with their magic, this prevents them from using their magic whenever they are using a weapon.

"Battle Forms on the other hand have flaws as well. Unless wings or flight capabilities are included in the Battle Form we loss our ability to fly leaving us grounded."

"In order for Changelings to gain Battle Mode they must eat this fruit.", Chrysalis said revealing an Evo-Fruit. "This is an Evo-Fruit, one of the Nine National Treasures. However one must have a strong body and mind in order to endure the effects of the fruit. Also they are meant for Changelings to eat, any non-Changelings will become an Artificial Changeling."

"Trooper-Class Battle Forms are specifically meant for lower-ranking Changeling warriors, but be eating the fruit again they'll evolve further into their more stronger and permanent battle form."

"What's you're Battle Form, Chrysalis?", Scootaloo asks.

"I'm afraid I haven't achieve mine, yet."

The Set Up

During Shining and Ryoma...

A zeppelin along with an escort of pegasus Royal Guards flies past the borders of Equestria to deliver trading good for Thorax's Hive.

"Target spotted, remove the stealth spell.", a goggle wearing Changeling orders before a Changeling Drone uses his magic on a crystal shutting off the invisible barrier revealing a black zeppelin to the ponies. The goggle wearing Changeling and two others jump off the Zepplin and transform into their battle modes.

Changeling Air Trooper (Standard Mode)

They then transform again.

Changeling Air Trooper (Flight Mode)

The Royal Guards flies ahead to intercept, which was a bad call as the Changelings fires blasts from their eyes shooting down two guards before the dogfight starts.

"They're too fast! I can't shake him!", a guard cries before the Changeling uses his sharp claws to cut off the guard's wing resulting in the guard to fall to his death.

The squad leader screams as the lead Changeling fires a powerful blast which literally vaporize his body, right before the three Changelings fly towards the helpless zeppelin.

"Please, stand down!", the zeppelin captain screams waving a white flag. "We are unarmed! You have no right to fire upon us!"

"I beg to differ.", the lead Changeling said before he and his wingmen fire on the zeppelin, blowing it up and killing those on board.

In the Crystal Empire...

"I'm surprised you found a way to neutralize my self-destruct ability.", the Trooper, that Shining defeated, said with his arms cuffed behind his back.

"Princess Amore had copies of everything she stored in Crystal Caverns into one of your hidden depots near the Empire knowing of that they have better preservation.", Cadance said. "Among them was a method to create a crystal to neutralize the natural abilities of a Changeling, including your self-destruct, Heavy Acceleration and transformation. Though it doesn't cancel out what has already been done, since you're still in your battle form."

"You do know I can easily break out of your weak bindings and take you out easily.", the trooper said.

"Maybe, but even you can't take out the entire Crystal Guard along with the Captain and an alicorn princess.", Cadance said.

"True, it would take a Changeling General like Ryoma to do all that.", the trooper said. "You know this is the second time we've met, Princess Cadance."

"It is?"

"You were unconscious at that time, but I was one of the Changelings that took part of your capture during the wedding."

Two troopers drag the unconscious Princess Cadance through the mines under Canterlot. To their leader.

"Lord Kaiser, we have captured the princess and the Queen have successfully replaced her.", the trooper reports, but Kaiser wasn't happy.

"Why is she unharmed?", Kaiser asks. "She may be an alicorn princess, but to use she is nothing more than dirt."

"But sir, the Queen order us to...", the trooper said before he starts choking and a crack can be heard before hitting the ground dead.

"I didn't ask for an answer.", Kaiser said. "Also as long as the Queen isn't here, I'm in charge. Now torture her, but don't kill her."

"Yes, sir!"

"Sir, the Canterlot Royal Guard are mobilizing and their security have increased. Somehow they've been tipped off, but fortunately they don't know of us.", the Trooper reports. "Who is responsible?"

"I suspect Thorax, after all he was against the idea of stealing and even thought of an idea of being friends with ponies.", Kaiser said. "I'm embarrassed that he's even my brother."

"Wait, brother?", Shining Armor asks in shock.

"You didn't know?", the trooper said. "Tell me after his transformation, why did Thorax look different from the rest? Because like Princess Pupa, he is a Royal-Class Changeling, thus he is the son of Chrysalis herself."

"Royal-Class Changeling?"

"A life as a Queen or King can be a dangerous life, because of that Queen Chyrsalis laid five specials eggs should something happen to her. The heirs from oldest to youngest are Kaiser, Pharnyx, Stussy, Cicada, Thorax and Buzzer. Princess Pupa was later born and chosen after Pharnyx, Cicada, Stussy and Buzzer turned down becoming rulers, while Kaiser and Thorax proved unfit to rule. Former for being unstable and the latter being too much of a pacifist."

"Well he's king now.", Shining Armor said.

"Only by name.", the trooper said. "He never earned the title through the Changeling Laws. In order to claim the throne Thorax must challenge the Queen in a duel and win. Tell me had he done such a thing."

Shining and Cadance grow nervous upon hearing that. They helped Thorax dethrone Chrysalis by outnumbering her and Miasma's intervention. "What would happen should Thorax claim the throne erm... illegally?"

"It leave a vacuum of power to the hive. Others wanting the throne will fight each other to the death and the last one standing will be declared ruler. All you've done it put Thorax in a death sentence, because the only Changeling with royal blood interested in the throne is Kaiser."

"Big deal, Twilight and her friends took on foes like Tirek and Discord.", Shining Armor said only for the Trooper to laugh.

"You fools don't understand what you've unleashed on the day Thorax overthrown Chrysalis.", the trooper said looking at one of the Crystal Guards nodding at him. "As of now the line between friend and foes has been blurred."

Suddenly before anypony could react the Crystal Guard, who nodded throws his spear straight at the Trooper's chest killing him. Green flame engulf the killer revealing another Changeling Trooper albeit much more heavily armed.

"The mission was a success. Our infiltrator has silenced the trooper and of course did some damage to the palace before blowing up.", Pine said to Kaiser sitting on the throne.

"Casualties?"

"Ten Crystal Guards dead and twenty wounded. One servant dead and five wounded. Shining Armor suffered moderate injuries by shielding Princess Cadance.", Pine reports.

"Good, now for the next phase. My mother still lives and is still a political threat to my claim to the throne.", Kaiser said. "She must be dealt with but without us being involved. The other clans of the hive will not respect that."

"What if a pony was responsible to the Queen's death?", Pine suggests. "After all not all ponies are satisfied with the Princesses welcoming dangerous beings with open arms. Some fear that their way may lead to Equestria's destruction."

"Then let's not disappoint them.", Kaiser said with a smile.

"Another supply convoy have been attacked by Chagelings and left no survivors this time.", Prime Minister Makage said to Princess Celestia. "That makes it the tenth attack already. At this rate those in need of supplies will eventually starve."

"Something must be done!", Celestia said.

"There is a solution, but you may not like it.", Makage said.

"What would that be?", Celestia asks.

"The nobles are thinking that we should hold Queen Chrysalis prisoner and warn the attackers of her safety should they try something."

"I will not tolerate such action!", Celestia snaps.

"I know, but the nobles are beginning to question your decision. After the Tirek incident they are beginning to think that your decisions and the idea of reforming evil beings will bring an end to Equestria.", Makage said. "The reformation of the Changelings have already brought retaliation from these renegades to a violent level and already 53 ponies died and soon hundreds more. You have a choice, one Changeling Queen or hundreds of starving creatures."

"Well?", one of the noble asks his aide.

"I'm afraid that Celestia refuse to hold the Ex-Queen prisoner and intend to find an alternate route for trading.", the aide reports.

"Damn that alicorn. It's bad enough that she refused to militarize the Royal Guard, but now she refuse to hold the Changeling Queen as a bargaining chip!", the noble grumbles in frustration. "We might as well put a welcome sign for terrorists!"

"What will you do?"

"She left me with no choice. I'll take matters into my own hand."

"But we don't know where Chrysalis is."

"I have a good idea where she is. Ponyville."

"Just as you expected. Those ponies are heading for Ponyville to capture Chrysalis and use her for bargain.", Pine reports.

"Good. You know what to do.", Kaiser said.

"That's everyone, Lord Buzzer.", an Air Trooper said to the goggle wearing Changeling watching the last Changeling entering the airship.

"It's a relief that not everyone in the Agriculture Clan is with Thorax.", Buzzer said. "I never thought my own brother would do something like this."

"What will happen to the Hive?"

"As you are well aware Princess Pupa is still to young to rule, thus one of us remaining Royal-Class must take the throne.", Buzzer explains entering the ship. "General Ryoma is calling all the Clan Leaders for a meeting to decide on who will be the new ruler. I must take part of the meeting as well."

Prince Buzzer
Leader of the Striker Clan
Fourth Son of Chrysalis

At the front of the camp on a rainy day a cloaked Changeling walks toward the camp gate entrance with several Changelings behind him. He stops in front of the closed gate seeing no guards in sight.

"No one's here?!", one of the Changeling exclaims. "I'll go tell them to open the gate."

"No need.", the lead Changeling said. "It'll open soon."

As he finish what he said the gate opens surprising the Changelings with him. The lead Changeling then open his eyes revealing them to be purple.

Prince Pharnyx AKA Grim Reaper
Leader of the Exploration Clan
Second Son of Chrysalis

Somewhere in Canterlot...

"Here you go. Everything that you need.", Greed disguised as a unicorn said handing weapons over to the noble's private guards. "May I ask what you need these for?"

"We are doing something Celestia refuse to do for she lacks conviction. I plan to rectify that.", the noble pony said.

Later in Ponyville...

"Alright, Spike.", Applebloom said to the amnestic Spike. "If this doesn't restore your memories then we'll go for something more extreme."

Chrysalis changes into Rarity.

"Hello there, Spike darling.", Chrysalis in Rarity's voice said.

*CHOMP*

'Rarity' widen her eyes, while the four fillies gawk at seeing Spike biting the flank.

The ponies in Ponyville stopped what they were doing when they hear what sounds like and explosion. They then see something being launched out of Princess Twilight's castle and a twinkle in the sky.

"Guess the only way to restore his memory is by using whatever Sven used on him.", Assassin said. "Considering that this is our tenth attempt."

Assassin then looks around noticing several unicorns glaring at them. Suddenly something falls to the ground. Assassin looks down and widen his eyes upon seeing what it was.

"Look out!", Assassin cries tackling Chrysalis and the fillies away right before the object explodes. This cause the Ponyville ponies to scream and panic while the unicorns glaring at the group starts firing their horns on Chrysalis and the others hiding behind a market stand. Assassin place what appears to be armor with a pipe attached onto his hoof. "I had a feeling these ponies would eventually have had enough with Celestia's methods."

Assassin pokes out and fires a shot straight at the neck of one of the attackers.

"You killed him!", Sweetie cries in shock.

"Oh I'm sorry! You want me to go out, ask let's be friends and risk being shot at?!", Assassin exclaims before ducking down from an another explosion. "That wasn't a grenade!"

Assassin looks out and sees five Earth Ponies pulling a 30-pounder-long gun.

"That will complicate things.", Assassin said.

"Fire!"

Chrysalis creates a barriers blocking the shot. The cannonball left a crack on the barrier, but Chrysalis easily patches it up. Assassin fires another shot killing the loader.

"You no what?! Kick their flank!", Sweetie Belle shouts.

"What's that sound?", Buzzer asks hearing explosions and screaming below him.

"It seems that Ponyville is under attack by other ponies.", a Trooper reports looking down from the edge.

"There's something you don't see everyday.", Buzzer said looking down himself. He sees several armored ponies herding the civilians out of the town with some having to knocked out. "Regardless, it's no issue for us. Continue on the the camp."

"My lord! You should see this!", a Trooper calls out from the other side. Buzzer hurries there and see ponies firing a cannon at a group of fillies, a pegasus and Chrysalis.

"Mother?!"

"Didn't Rose said Thorax killed her?"

"He probably lied and handed her over to the ponies as a prisoner."

"We'll figure that out later! Prepare to mobilize!", Buzzer orders. "And deploy the Iron Morden!"

"Yes, sir!"

Buzzer and several troopers jump off the ship and land in Ponyville. The Troopers raise their spears and fire on the attacking ponies. Surprisingly these ponies are actually giving the troopers some trouble.

"Looks like the Noble's private guard are more well trained than the Royal Guards.", Buzzer said blocking a magic bolt with his hand and then throwing a knife at the attacker's neck. Just then a large walking machine approach the ponies and fire on them.

Iron Morden

"Blast it!", Assassin curse leading the four fillies to safety. "The fight got us separated from Chrysalis!"

"Why would they want her so bad? Isn't she dethroned?", Scootaloo asks.

"Thorax is only in charge of the one clan of the Hive.", Assassin said firing another shot on a private guard that just pops out from the corner. "Every Changeling Hive have multiple clans in charge of different specialties the basic clans being; Agriculture, Medical, Intelligence, Exploration and Military, though there are some additional clans."

"These ponies think that holding Chrysalis hostage will force the Changelings still loyal to her to stand down, but if by any chance huge harm comes to her a war will escalate.", Sterling said. "And trust me it's not going to be a short one and this time the Changelings will win."

Elsewhere...

Pine watches the skirmish going on in Ponyville from a safe distance. He then transform into his battle mode.

Pine's Battle Form

Pine then readies his shoulder missile pods.

"We've got you now Changeling! We also know you dislike killing!", a pony shouts pointing his horn at Chrysalis along with several others, but Chrysalis responds by firing a scatter shot from her horn killing her surrounding foes.

"Just because I don't like killing doesn't mean that I don't know how to and haven't done so before.", Chrysalis said before a pony toss a grenade which Chrysalis easily catches and cut off the lit fuse. "I may have been defeated twice, but that doesn't mean I'm an easy target."

"Then perhaps I'll have to handle you myself.", a heavily armored pony donning a cape said leading a group of similar armored ponies with him. Chrysalis widen her eyes upon seeing the armor recognizing it.

"I see you know of this armor from reading those history books.", the lead pony said removing his helmet.

"Governor Court.", Chrysalis said. "I should've known."

"For generations, my ancestors fought proudly as members of the Grand Army of Equestria along side the great Lauren Faust against threats like the Changelings.", Court said. "Now those alicorn princesses have tarnished everything we've worked so hard to gain and made friends with murderers and conquerors."

Chrysalis charges her horn preparing for battle while Court draws out a sword hilt and a beam of green magical energy erupts out of it.

"This weapon was stolen from the tomb of Clover the Clever by my ancestors during the End of Faust's Era.", Court said. "During the final days of the Changeling War it has been known for killing many Changelings Officers. NNow rpepare yourself to join them."

"I thought you wanted me alive?"

"That was the original plan, but then I realize that in order to restore Equestria back to it's former glory we must make an example."

"You plan on starting another Changeling War."

"And like the last one, we'll win and show everypony who weak and incompetent the alicorn princesses are.", Court said charging at Chrysalis. Chrysalis creates two magic swords to block the slashes.

The fight against both sides have intensified to the point that both sides even use their fists/hooves.

Buzzer kicks a pony to the ground and impales him with his lance before hearing an large explosion from a distance. He realize that the explosion is where Chrysalis is suppose to be.

"Cover me!"

"Yes, sir!", the Iron Morden driver responds firing a fireball at a group of pegasi. The pegasi scattered resulting in the fireball destroying Sugarcube Corner. "Damn these ponies are slippery! Switch to the gatling gun!"

"These things really pack a punch.", Court said patting a grenade in bag, before approaching the injured Chrysalis. "Now to make an example to all Changelings!"

Court raise his sword and stabs Chrysalis to the side barely missing the heart. Chrysalis gasps before closing her eyes.

"MOTHER!", Buzzer screams witnessing the stab. He screams in rage and fires blasts from his lance on Court. Court blocked several shots with his shield, but on manage to land on his shoulder forcing him to the ground. His bodyguards move in and drag him and the retrieved Clover's Sword to safety. As much as Buzzer wants to give chase, he quickly tends to his mother. To his relief she is alive, but is now in a coma. "I have mother, but she in a coma. I need an extraction!"

"Copy that!", the airship pilot responds as he directs the ship over Ponyville and drops a ladder. Buzzer place his mother over his shoulder and grabs onto the ladder, before being lifted up. The rest of the Changelings forces follow suit they all make their escape.

"Should we go after them?", one of Court's guards ask.

"No, we've dealt a crippling blow to the Changelings.", Court said. "Besides it won't be long until the princesses arrive. Time to disappear into the shadows."

"The plan went better than we anticipated.", Pine said with his shoulder missile pods empty. "Governor Court mistakenly believed that the explosions from my missiles are from the grenades that he and guards threw. Although Chrysalis is still alive albeit in a coma, Buzzer have witnessed a pony nearly executing the Queen."

"A strong message has been sent.", Kaiser said through the orb. "When they see the body and hear what Buzzer have seen... all of Chrysalis Hive will cry for war with me as king."

Gathering

Castle of the Two Sisters...

Kaiser walks to the castle with an evil grin on his face.

"At long last the crown is mine.", Kaiser said sitting on the throne. "All that planning. All that waiting. Have finally come to fruition. And best of all Thorax is taking all the blame."

"Aren't you worried that Thorax might tell the truth that he have done none of those things?", Pine asks.

"At this point no one will listen or believe him,", Kaiser said.

"What of those GAE wannabes?", Pine asks. "I heard rumors that they are attempting to reopen the main armory locked up."

"Oh please, only Faust and her closest friends know where it is and none of them are alive.", Kaiser said. "Well all except one, but it's a good thing we tricked that dumb unicorn to destroy everything related to that troublemaker."

Prince Kaiser
The Butcher
First Son of Chrysalis

"They're here! They're here!", a Changeling Watchmen shouts alerting the camp causing everyone to mobilize to readiness for the guests.

The carriage opens and out comes Chrysalis' children or high ranking officers.

Slicer Tech
Chief Scientist

Princess Stussy
Head of the Intelligence
First Daughter of Chrysalis

Princess Cicada
Chief Medic
Second Daughter of Chrysalis

Fertal
Head of the Agriculture Corps

Razor Sharp
Master Assassin

Loan Shark
Financer

Finally an airship lands and out comes a group of Troopers carrying a stretcher holding a comatose Chrysalis with Buzzer following.

"To think Thorax would stoop this low and do this to our mother.", Cicada said walking next to the stretcher. "He was such a sweet boy as well."

"It was nothing more than a facade. He despised the Empire's way of life and the only way to change all that is to claim the throne.", Stussy said. "Eventually he'll attempt to claim the throne of the Empress as well and convert all Changelings into freaks."

"What about Pharnyx?", Loan Shark asks. "He's the closest to Thorax?"

"Eventually he'll have to make a choice.", Fertal said. "His place in the Empire or his brother."

"Regardless betraying the Empire means death. They use everything in the power to ensure the traitor will never have a happy life.", Slice Tech said.

"Welcome.", Horn and Stag said at once guarding the main doors. "We are expecting you."

"Horn. Stag. How is Pupa doing?", Stussy asks.

"She is doing well and is waiting for you inside.", the two said as they open the gates. Elsewhere Pharnyx was taking a walk.

"With the Queen in a coma and nearly all of top officials here. There is no doubt our enemies will take advantage of this situation and attack.", Ryoma announce to a garrison of troopers. "To your stations!"

"Where are the other eight?", one of the trooper asks.

"Lord Kaiser has sent them and a battalion of troopers to a lead an assault on Thorax's Hive.", Ryoma answers. "Pharnyx himself is leading the attack, but will take part late as he is needed for the meeting."

"Isn't that overkill?"

"Betrayal have high consequences.", Ryoma said. "Kaiser wants every single Changeling that sided with Thorax be made an example of."

Back at the gate...

Kaiser opens the large heavy doors alone and enters the camp.

"Ocellus!", Kaiser calls out and a small Changeling appears before him.

"You've called, Lord Kaiser?", Ocellus asks.

"I want a status report!", Kaiser said. "I've been gone for a while."

"Well, you see. You're suspicion of Thorax proved to be true.", Ocellus said. "He has overthrown your mother with the aid of the ponies and was helD prisoner by them, until some extremists attacked and put her in a coma."

"I knew Thorax was trouble, but I never thought he would go through such extremes.", Kaiser said feigning surprise. "After the Canterlot Wedding Fiasco and his betrayal several Changelings left the Hive and created their own small organizations. Now that mother is in the coma, the Hive will fall apart through infighting."

"Something must be done about it.", Ocellus said following Kaiser. "Our enemies will take advantage to this."

"Someone will handle this.", Kaiser said. "And that someone is me."

"Yes, my lord.", Ocellus said.

"By the way, do you have any intension of joining Thorax's group?", Kaiser asks accusingly.

"No, my lord.", Ocellus answers.

"Good, you don't want to make the same mistake your father made.", Kaiser warns, causing Ocellus to look down and remember her most traumatizing experience.

"There's no failure at the Academy. Those who can't cut it, die.", Ocellus' father said in front of several Changeling Troopers in a docking port begging them for passage. "I got wise and fled before they could kill me, and I'll die before I see my daughter eaten alive by those training beasts! Let me take my daughter and flee. Tell my wife that you persuaded me and we took the ship to Morphtropolis; she won't know any different."

"Your daughter's going to Morphtropolis and there's nothing you can do to change that.", the Changeling Officer said drawing out his revolver and shoots Ocellus' father to the chest. He then turns to one of his trooper. "Have Intelligence forever label him as a disgrace to the Empire."

Changeling Officer

"No, my lord.", Ocellus said.

"Good.", Kaiser said. "How goes my special project?"

"Advancing somewhat ahead of schedule.", Ocellus answers showing him a holographic image of what appears to be a suit of armor. Kaiser makes a sinister smirk.

Pharnyx leans over the balcony and sees the army marching out of the camp to their destination.

Sentry Golems

Command Tank

Main Tank

Gunship

Troop Transport

Heavy Assault Vehicle

Carrier

Golems (Orange)

Golems (Blue)

"I'm telling you he's gone to far.", Loan Shark said to the other members in the meeting. "Leaving Thorax unattended will be our undoing. As long as he and his kind resides in our secret weapon we are vulnerable. Once more the ponies are slowly gaining allies with the dragons being the latest. They're more dangerous than we realize."

"Dangerous when they had Queen Faust and her inner circle on their side. Not with the pathetic princesses and mere trinkets they can't properly use.", Slicer Tech said. "Also the ponies are on a verge of civil war thank to Governor Court and his Partisans."

"Our Queen is in a coma. Thorax and his kind are living inside our greatest weapon ever created from the war, and thankfully are completely unaware of it. The Throne of Dispel, one of our Seven National Treasures have been destroyed. And finally we're falling out of favor with the Empire." Loan Shark points out. "If we don't make result we'll be executed."

"That will no longer be an issue.", Kaiser said entering the room with Ocellus behind him. "A legion is sent to eliminate Thorax and his kind and reclaim our property. With them gone we'll reclaim both the weapon and the destroyed throne."

"And what of your mother?", Loan Shark asks. "With her in a coma and the destined heir being too young, who'll lead the Hive?"

"As I was the only one to voiced concern of Thorax loyalty, I should be fair that I take command until mother recovers or Pupa is right of age.", Kaiser answers. "Also the ponies must pay for what they've done to our Queen and to do that you need someone like me."

"I hate to say this, but Kaiser is right.", Stussy said. "His military abilities and magical prowess greatly surpass that of our Queen."

"But he'll put the ponies of Equestria to extinction.", Cicada protests. "Sure Chrysalis invaded Canterlot, but she wanted the ponies alive in order to feed off their love. We can't feed off cold empty corpses."

"This is a big world, Cicada.", Fertal said. "We can always find replacements. Although I'll admit, it's a waste. Equestria holds the greatest concentration of emotions, but it also holds history of our greatest defeat."

"His methods may be brutal, but they do bring results.", Razor Sharp said. "Not to mention the Royal Family favor him more than Chrysalis."

"I'd say we put this on a vote.", Ryoma suggests. "All those in favor of Kaiser crowned king?"

The everyone, though some were reluctant raise their hoof.

"Then it is settled. Kaiser is now King of the Chrysalis Hive.", Ryoma said.

Kaiser enters the room where the comatose Chrysalis is.

"Hello, there mother.", Kaiser said. "I'm here to let you know that I'm know king of your hive and my first act as king is to clean up your mess."

"Still even in your current state, you still worry me.", Kaiser said. "You have felt the ponies compassion and mercy yourself and will no doubt spread it to the others like a disease and make peace with the ponies. I could just pull the plug and end it there, but that'll be too suspicious."

Kaiser then injects something into Chrysalis' body.

"This poison will keep you in a coma, until I choose to cure you.", Kaiser said. "And believe me, I have plans for you and your pony friends. If you would excuse me, I have some loose ends to take care of in order to solidify my rule."

With that said Kaiser leaves.

"The Reign of Kaiser has begun.", Kaiser said.

Empire's Strongest Hive! The Chrysalis Hive!

Kaiser sits on this temporary throne room pondering his next move with Ocellus next to him when Stussy enters and bows before.

"My lord, word of you ascension has spread among the Changeling ranks and every single one of them have offered their services to you.", Stussy reports. "All except for Thorax's group."

"I have no intention of letting those freaks live.", Kaiser said.

"This isn't the first time you've done something like this, yet you treat this a such.", Stussy said.

"Such a thing is a rarity in the Empire and I must savor every minute of it.", Kaiser said. "Now leave me, I have much to think."

Both Ocellus and Stussy bows and leave the throne room.

"Now, I must find a way to keep my mother asleep.", Kaiser said. "I can't let her destroy Equestria when she wakes up, especially when she's hunger!"

"This is bad! This is very bad!", Assassin said grimly. "If this doesn't get fixed, there won't be an Equestria in the next week."

"What do you mean?", Scootaloo asks. "Are you talking about a possibility of a war?"

"That's one of the problem, but the main issue is Chrysalis.", Assassin said.

"But why, I mean she's changed.", Sweetie Belle said. "I think."

"I'm not surprised that you are unaware of this, but then again Chrysalis is unaware of it herself.", Assassin said. "You see Chrysalis suffers an illness known as eating disorder and should that happen then she will enter a crazed rampage and will not stop until she get fed a large abundance of love and that is just the worst case scenario."

"But what makes her so dangerous? I mean she's not really that powerful. She couldn't defeat an alicorn princess with some sort of power-up or a sneak attack.", Sweetie Belle said. "She's even called the weakest Changeling Queen."

"True, but she wasn't called the weakest due to her strength.", Assassin said. "In truth she is actually one of the strongest Changeling Queens in the Empire. She's only called weak as she shows more moral behavior compared to the rest of her siblings."

"Wait, you mean Chrysalis war really strong all this time?!", Applebloom cries in shock.

"If she was really weak, she wouldn't have survived the trials that made her Queen.", Assassin said. "The Changelings Queens and Kings are the Empires' "Greatest Military Power" and having weak members are unacceptable."

"It's only rumors, but it was said that the Empress herself had at least one thousand childrens, however less then one hundred survived the trials to become Kings or Queens.", Sterling said. "That alone is a further indication of their power."

"Then how powerful is she?", Scootaloo asks nervously.

"I've only seen her full power once, during my mission of observe a new Changing Queen in the ranks which was at that time Chrysalis.", Assassin said.

A teenage Assassin peaks over the cliff and sees Chrysalis' Hive laying siege on a large fortress. He then sees Chrysalis sitting on a command chair looking extremely exhausted.

"Damn it! I need love now!", Chrysalis pants. "Never have I've been depleted this far before."

Just then a trooper arrives and kneels before Chrysalis.

"My Queen, I bring terrible news!", the trooper reports. "It appears that our enemy has friends from the outside and they've destroyed our entire supply of love."

Hearing those words got Chrysalis to widen her eyes in horror.

"D-d-d-destroyed?", Chrysalis stutters.

"Looks like the Chrysalis Hive is done for.", Assassin said. "I guess the rumors of Chrysalis being the weakest is true."

Assassin got up and prepare to leave, but suddenly feels a sudden change of pressure.

Chrysalis grinds her teeth in rage, veins start bulging out of her body, a dark green aura surrounds her and that ground she is standing on is cracking.

"Unforgivable!", Chrysalis said menacingly as her eyes glows bright red. The troopers all shiver in fear, while the officers merely sweat heavily.

"Those fools just made a mistake that they'll soon regret.", Stag said. "Chrysalis may be more moral than her siblings, but there are two things to beware of; destroying a good amount of love when she is hungry or when she enters her hunger craving. She'll enter a state that'll make her just a ruthless as her siblings."

"Keep your distance from her!", Horn orders to the Hive. "When she gets like this there is no stopping her!"

An angry Chrysalis walks toward the fortress gate and raise her hoof. With one powerful punch not only did she put a large dent on the steel door, but she also sends it crashing through several walls.

"I think we just made her mad!", one of the castle defenders said in fear.

"Open fire on her!", the commander orders as the defenders fire their guns and cannons on Chrysalis, but the bullets harmlessly bounce off, while the cannons did no damage at all. "What?! But it worked on her before!"

'She's been holding back the whole time?!', Assassin thought in shock. 'Now in that that state, she going full out. The castle is done for.'

"Get out of there!", Chrysalis roars in rages as she shatters a stone wall with a single punch.

The terrified CMC watches as the enraged Chrysalis tears the entire fortress apart. This frighten them so much that their very soul exits out of their mouths.

'How can we...', Scootaloo thought in terror. "...save..."

"Equestria...", Sweetie Belle thought in terror.

"From something like that?!", Applebloom thought in terror.

"You see?!", Assassin said. "The Changeling Kings and Queens are a force to be reckoned with. In fact the Empress could've sent any one of them, but due to Equestria's weak military she sent Chrysalis instead."

"This just shows how much the Empire grown, while Equestria falters.", Sterling said. "If Queen Faust was still alive and remained as ruler, the Empire would've sent about half their entire military force."

'Chrysalis is only half the problem. Right now she's in a coma, so there's no danger.', Assassin thought with concern. 'However despite that her Hive is still dangerous, since it's been known to be both the largest and strongest of them all.'

Meanwhile in other areas of Equestria...

"Please, you don't have to serve Chrysalis anymore. We no longer need to steal love from the ponies.", a injured reformed Changeling said, but his words fell to deaf ears as the attacker vaporize him with a blast from his forehead.

"No matter how righteous your reasons is you can't accomplish anything if you're weak.", the attacker said. "That is harsh truth of the world."

Commander Fort
Chrysalis Hive Officer

A figure cuts down a hedge shaped like Thorax.

"Please that hedge was meant to be a gift for Thorax on his visit to Ponyville.", a pony pleas grabbing the figure's leg in a futile attempt to stop him from destroying the others.

"Well tell him to wait in line.", the figure said kicking the pony's face.

Lieutenant Shred
Chrysalis Hive Officer

"So this is where these maulwurf things live?", a figure wonders out loud. "Well Kaiser orders me to scare them out of their territory by any means necessary."

The figure jumps into one of the holes and dozens of maulwurfs jumps out of their holes and flee from the area.

"Where're you going? I was hoping to round two.", the figure calls out and huffs in disappointment.

Captain Densha
Chrysalis Hive Officer

A figure is sitting on a rock cleaning his rifle. The then fires a shot. The bullet travels at quick speed passing through open windows and narrowly missing pedestrians before hitting and blowing apart a Timberwolf.

Lieutenant Target
Chrysalis Hive Officer

"Better, but still nowhere near his level.", Target said strapping the gun on his back. "Even though Thorax is a traitor, I still can't help but fell sorry for him. Especially after what Kaiser will do to him physically and mentally."

"Alright load them up and ship them back to the camp.", a figure said to two troopers before they push the mine cart full of gems and stones.

Foreman Digger
Chrysalis Hive Officer

"Hey you can't just come in here and take our gems!", one of the Diamond Dog shouts seeing the Changelings mining their place.

"Huh?!", Digger asks intimidatingly. Upon seeing his face the three Diamond Dogs cries in terror.

"THE CRAZY STRONG GUY!"

"I can't believe that he's ordered us to do this but orders are orders.", Razor Sharp mutters standing before a large tomb. He then change into his Battle Mode.

Razor Sharp
Master Assassin and Chrysalis Hive Officer

He draws out his two swords, cuts down the gate and enters.

"Thorax, help me!", a reformed Changeling screams in terror fleeing from to figures, but one of them slams his hammer hard.

Basher
Chrysalis Hive Officer

"Don't kill him, Basher. Remember that Kaiser want them alive so they can return and show Thorax the price of betrayal.", the other figure said.

Silo
Chrysalis Hive Officer

"This doesn't feel right, Silo.", Basher said. "Even thought they're traitors, what Kaiser have in store for them is just pushing it."

"You know what Kaiser is capable of.", Silo said. "The lives of Pupa and Chrysalis are under his hands. If we disobey then he'll kill them off and blame it all on the ponies and the traitors. He's done it before and will do it again."

'The one's I'm most worried about are the Princes, Princesses and Ryoma.', Assassin thought in concern. 'However Kaiser is the most dangerous of them all. He could turn Equestria into a living hell like he did to many other countries.'

Somewhere in Canterlot...

"It seems that went well.", a voice calls out from a pony sitting on a chair.

"Things are going according to plan.", Kaiser said in a unicorn disguise. "As of now tension between the Changelings and the ponies have increased. All thanks to you... Controller."

The pony turns revealing himself to be Defense Minister Makage.

"Now, now. Don't call me by that name here.", King Controller said.

"Of course, Defense Minister Makage.", Kaiser said.

"Regardless, you are not to lay harm to Chrysalis." Makage said. "She's still my sister after all."

Suddenly a guard pony enters.

"Defense Minister! What must be done about the Storm King. There have been reports of his armada approaching Equestria."

Controller spits a needle out of his mouth to the pony's neck. The guard's eyes glow blue and then turn back to normal.

"No... there was no attack and there in no invasion army approaching.", the guard said monotonically before regaining his senses. "Pardon me."

"You were one of grandma's favorite.", Kaiser said watching the pony leave. "I'm surprised that you were able to get away with it. Especially the fact that you've fabricated the entire history of Equestria."

Betrayal

"You want us to do what?!", Pine exclaims in shock causing Kaiser to cover him mouth and shush him.

"Quiet, you fool!", Kaiser whispers. "I cannot be seen with you, remember?"

"Sorry, but this plan is crazy.", Pine said. "You want us to siphon off hatred and feed it to Chrysalis?!"

"Of course, it'll be the fastest way for my mother to evolve to her battle form.", Kaiser said.

"And it'll also increase the chance to her to go into her hunger rampage, since hate is the opposite of love.", Pine said.

"Don't you think I know that?", Kaiser said. "I would never do something, unless I have the means to maintain control."

"That's true, you're not the type to do something crazy unless you know what you're doing.", Pine said.

"As we speak Governor Court is slowly forming an anti-non-ponies group.", Kaiser said. "All to protect Equestria from danger."

"Why does this reminds me of some famous comic book series?", Pine said to himself as he listen.

"As you are aware the ponies of Equestria are nothing than creatures of happiness and joy.", Kaiser said. "But beep within their their cute exterior is their dark interior. A darkness they can only suppress, but not destroy for it is a part of them."

"So you want us to open up their darkness inside them, but how?", Pine asks.

"By granting them their greatest desire.", Kaiser said with an evil smile. "And who better than the enemies of the Elements of Harmony."

"To think all of that happened.", Twilight said sitting on her throne with the others after the whole ordeal with Blueblood.

"You sure you're alright, Twi?", Applebloom asks with concern seeing the returned group recovering from their injuries.

"Yeah, Blueblood put up a good fight even with Rainbow Power.", Twilight said.

"Although that's mostly because that was the first time you used it in actual battle, not to mention Blueblood temporarily achieving Alicorn form.", Assassin said.

"Where is Blueblood anyway?", Applebloom asks. "And the other three?"

"He choose not to return to Equestria believing that he's not ready to see Celestia.", Twilight said. "That and feeling guilty for what he did even thought he was manipulated. As for the other three, Sunset went back to the other world since she's been gone long enough, Moondancer went back to Canterlot and Trixie went back to her coach to recover."

"Well for the time being Elemental decided that me and Sterling should stick around.", Assassin said. "To keep an eye on things and mostly wanting Sterling to be with ponies of her age rather than following adults to dangerous adventures."

"Just when I thought we get a break after our last adventure this happens.", Rainbow Dash groans lying on her throne.

"The tension between the Changelings and Ponies have increased and not only that Chyrsalis is hurt.", Starlight said sadly.

Suddenly everypony in the room suddenly feel heavy and start to slowdown.

"What's going on?!", Trixie screams.

The Cutie Map glows and immediately negates the Heavy Acceleration effect restoring proper movement to the ponies.

"The caster must be close.", Assassin said hurrying out of the castle.

A Changeling casually walks past a group of Royal Guards chasing an escaped convict all affected by the Heavy Acceleration.

"Cut Throat.", the Changeling said standing before the fleeing earth pony. "I've been searching for people like you for a good source of hatred. Let's get you back to normal first."

The Changeling hands a jade crystal to the pony causing him to move normally within the Heavy Acceleration.

"W-what are you?!"

"You criminal exploits are magnificent!", the Changeling said. "They're extremely atrocious!"

"I am... magnificent?", Cut Throat asks in surprise before laughing. "That's the first time I've heard that."

"The Onyx Core can fuse us together.", the Changeling said. "When that happens, you and I will be one. We'll possess great power!"

"I'll just be arrested again anyway.", Cut Throat said getting up. "Alright! Let's do this!"

"Good! I've synchronized with you hatred!", the Changeling said entering the Onyx Core, which then spreads onto Cut Throat transforming him into a monster.

Cut Throat's Battle Form

"I've changed into a monster?", Cut Throat questions.

"I provide you my battle form, while you provide my the power source which in this case is hate.", the Changeling said within the body. "Together our powers easily surpass both Celestia and Luna combine plus the Onyx protects us from magic that'll affect us like Discord's.

"In other words offensive magic can still harm us.", Cut Throat said as he easily cuts a stone statue like butter with his halberd. "This is such awesome cutting power! Let's try it out on these guards!"

The guards scream and try to flee, but their body still remains slow, but before Cut Throat could get to them several spears pierce through his body. Aside from being painful, it did little to hinder him as Assassin jumps in and attack him with his sword.

"Who the hell are you?!", Cut Throat asks. "You're no guard!"

"Nope, just some pony passing through.", Assassin said before tossing a grenade at Cut Throat which explodes. The explosion broke Cut Throat's concentration resulting in the Heavy Acceleration to cancel out.

"You quiet good! Better than any of those useless guards!", Cut Throat said.

"He's a High Inquisitor from the Unknown.", the Changeling within him said. "His skills is a match for a hundred guards."

"Two voices? A fusion!", Assassin said in realization.

"I don't have time for you!", Cut Throat said. "I already have somepony in mind to target."

Cut Throat fires a blast to the ground creating a smokescreen giving him the chance to escape.

"Tch! He got away!", Assassin curse as the Heavy Acceleration effect wears off allowing the guard ponies to move normally, just as the Mane Six and Starlight arrives.

"Is everypony alright?", Twilight asks helping the guards up. The all respond with a nod.

"Well this is unexpected.", a red pony with black mane wearing a red leather jacket with grey fur on the neck of it said approaching the group. Assassin widen his eyes in horror upon seeing the man.

"Everypony get back! That pony is actually a Changeling, but not just any Changeling. He's Sleipnir!", Assassin exclaims causing the Mane Six the glare nervously at the disguised Changeling. This Changeling is the second son of the Empress and is one of the strongest or rather is the strongest of the Kings and Queens. "Why are you here?"

"I've come to avenge my sister. My siblings and many others see her useless, but I cherish her greatly.", Sleipnir said. "You could say the she's my favorite and you ponies nearly killed her."

"You've got it all wrong! These ponies saved her life and the ones who attacked are just extremists led by Amadeus Court.", Assassin said trying to ease the tension, knowing a fight against him is suicide.

"So that bastard Court's legacy lives on through his descendant. I knew I should've killed his entire family.", Sleipnir mutters in frustration.

"What?!", Twilight cries stepping up to him, but Assassin quickly restrains her. Starlight then walks up to Sleipnir.

"Tell me something.", Starlight said. "The Changelings and ponies have known each other for more than a thousand years ago. Why have there not been peace between the two until Thorax?"

"Although Thorax is now a traitor and you ponies are my enemies, Thorax is still family and you did took good care of him so I'll answer your question." Sleipnir said. "The peace between you ponies and Thorax's Hive was in actuality the second peace talk between Changelings and Ponies. The first however was a nightmare for the Changelings, especially Chrysalis."

"Chrysalis was involved?"

"I'll never forgive him, Argus Court! He's the worst. We Changelings have some morals, but that pony has none.", Sleipnir said. "I will never forget the heinous acts of torture he inflicted upon my kind."

The Mane Six are left appalled at this revelation.

"At that time, a Changeling went through the same metamorphosis as Thorax made a shocking announcement to the Empress.", Sleipnir starts. "That Changeling was Chrysalis' husband."

"You want to do what?!", the Empress exclaims in shock upon hearing that the Changeling said. "You want to make peace with the ponies?"

"Why now, Metamorph?", Sleipnir asks.

"For generations, we lost our very identities when we were treated as slaves and became what we are now.", Metamorph said.

"What we were made us weak and vulnerable to these other creatures.", the Empress said. "We became what we are now to defend ourselves."

"And what was once protecting ourselves became hatred to the other kind and thus our brutal conquest.", Metamorph said. "But now these creatures are not like those that once enslaved us. I believe we can now live in peace with the other creature and return to what we once were."

"It has been a long time since, mother.", Sleipnir said. "Perhaps we should give him a chance."

"Very well then Metamorph.", the Empress said. "If your are successful in making peace with one of the other creatures then we'll go along with your plan."

"Oh please, peace is a lie. It's just an excuse to lower your guard and be killed.", Miasma said. "Believe me, I've seen it happen everywhere during my days as an infiltrator."

"Unfortunately, Miasma was right.", Sleipnir said. "For about an year we received no word from Chrysalis, Metamorph and a few other Changelings sent as emissaries. Thus I was sent to see what happened and never have I've seen something so disgusting."

Chrysalis screams in pain as she falls to the ground being electrocuted. Argus Court laughs at Chrysalis' pain. Around the two are dissected bodies of Metamorph and other Changeligns.

"What's wrong, Changeling? Does it hurt?", Argus asks with a sadistic smile. Having heard the scream, Starswirl bursts into the room and is horrified at that he sees.

"What on Faust's name are you doing, Argus?!", Starswirl shouts as he helps Chrysalis up, but was horrified upon seeing her injuries and the dissected bodies of other Changelings. "I can't believe it... These Changelings are here to make peace and you do this?! They'll never trust us ponies again!"

"So what?! We won the Changeling War, meaning that they're lesser creatures compare to us. A peace between the two species would mean that we're equals.", Argus spat. "Plus this is a perfect chance to Equestria to learn more about the Changelings and their magic. It'll make Equestria even stronger and perhaps make it into the most powerful kingdom in the world. The other creatures will bow before us as their masters!"

"I've tolerated your questionable actions only because it was for the good Equestria, but this has crossed the line.", Starswirl said standing up. "My friendship with you ends today!"

"Hey, stop joking around. The only reason I remain in power is because of you! I'll be in trouble if you pull out now!"

"Shut up!", Starswirls roars in rage before storming off with Argus running after him. After the two leave Sleipnir cancels his invisibility spell and picks up the traumatized Chrysalis with his arms, picks up the other bodies with his magic and leaves."

"After that incident I swore in my heart that I would get back at all those who who wronged us! No... I swore in my heart that I would punish every creature!", Sleipnir cries in rage. "That is the main reason Chrysalis rejected your offer of friendship back then. She believed that you would to the same thing that Argus has done."

Argus transforms to his battle mode and grabs both Twilight and Starlight to the neck.

"However she started trusting you after you saved her from death's door, thus I'll give you this final chance. If you're able to heal her bleeding heart and successfully have her metamorph then perhaps there is hope for use Changelings to return to our old custom, but if you fail or she dies then I promise you that I'll make the ponies an extinct race. Do I make myself clear?"

"Crystal...", the alicorn and unicorn mare gasps as Sleipnir release his grip.

""I'll be watching you.", Sleipnir said before teleporting out of Equestria.

"We're doomed...", Rarity said.

Opening

The song starts with all the Mane Six and friends fighting Changelings, followed by Chrysalis looking forward, resolutely.

Cut to the Wonderbolts flying over Canterlot, and the Mane Six running across the street together. Twilight gets ahead of them, and is then seen on top of her castle looking out excitedly as friends also do so in various places in Ponyville, while Thorax (Normal) stands on an image of the Changeling Empire Emblem. Thorax is then shown walking in a foggy setting with his new form with an orb next to him showing scenes of the chapters. He then starts running as the screen flashes.

The scene changes to Faust running, followed by Dai Shen Long punching a Drake in the Prisoner, Knight clashing with Sleipnir in the courtyard, Star Swirl unleashing his magic, Amore, Ace and Clover inside store room, and Faust activating Rainbow Power as she faces off against Miasma.

Back at Ponyville, Twilight exits her castle and sees her friends approaching her before cutting back to a stormy land with a shadowed walking fortress, where several members of the Chrysalis Hive are seen. The Consortium are shown as Governor Court smiles. Then flashcards of Cadance, Flurry Heart, Shining Armor, Pillars of Equestria, Celestia, Luna, and Faust.

Shining Armor seals all escape routes before engaging Ryoma in a duel.

Cut to the Kaiser's minions in their Battle Modes, showing off enhanced abilities and a shadowed Battle Mode Kaiser. It then goes to Chrysalis Hive, lining up Ryoma, Stussy, Buzzer, Cicada, Pharnyx, and Tech in front of a shadowed Battle Form Kaiser. It then moves to show Pupa and a giant amount of love energy.

The opening finally cuts back to Ponyville, panning over the Mane Six and friends standing in a line with smiling Twilight at the end of it.