The History of the Great Changeling War

by Fireheart 1945

Rating: teen
Tags: My Little Pony: Friendship is Magic, Death, Alternate Universe, Human, Sad, Princess Luna, Drama, Original Character, Queen Chrysalis, Violence, Princess Celestia
Length: 45794

A four year war between Queen Chrysalis' changeling hive and the various Allied Powers can have only one winner...

1002. Following a successful attack against Canterlot, the sudden changeling invasion strikes hard. Although the Element Bearers and the Princesses managed to escape, the tide of insectile horses ravages Northern Equestria.

In response, the nations of the world, including the Avalon Republic (a human nation), declare war on the Changeling Empire, and muster troops. Across the southern stretches of Equestria, changelings battle an alliance of ponies, humans, griffons, hippogriffs, zebras, and Saddle Arabians. Millions clash in trench warfare that extends from the San Palomino Desert to the Hayseed Swamps. The prize; a continent's enslavement or it's freedom. But which side is more willing to make the final sacrifice?

Will have references and uses of weapons in Battlefield 1. Is partially inspired by the Great Martian War of 1913-1917, a fictional but serious documentary. Story is written as a historical narrative, with some third person points of view at some points.

Published 2018-06-28 20:50:07 UTC
Last updated 2020-01-12 03:59:38 UTC

Chapter 1; The Fall of Fillydelphia and the Battle of Froggy Bottom Bog

As April gave way to May, the changeling army fully invested Fillydelphia. Chrysalis personally commanded the army, which numbered between fifty to a hundred thousand soldiers, with many, many, many more on other fields. The city was cut off entirely from any outside help.

Chrysalis sent a delegation, demanding the immediate and unconditional surrender of the town to whatever fate she had for it.

Met by the mayor, who was accompanied by an armed crowd, the changelings in the delegation acted arrogantly and presumptuously. They refused to give any reassurances to the town, telling the mayor that the townsponies would be cocooned and drained of love to supply the hive. They commanded - not demanded, commanded - the crowd to disarm right there, and when they refused and threatened the delegation, the changelings viciously vowed to put to death all who resisted their attack, and to drain their families far more painfully than if they surrendered peacefully.

Only the intervention of the city police kept the mob from killing the changeling delegation then and there. Having received a clear "no" from the population if not from the mayor, the changelings departed, promising that the city would pay for its decision.

With that, the siege began. The changelings set to work, storming the outer earthen forts. The militia responded with medieval arms and antique cannons. Two forts fell with the loss of many changelings and the entirety of their garrisons, but the other six managed to hold. Filled with whatever debris and junk the defenders could find, the old cannons proved extremely effective against the hive's attack, which relied on masses air and land assaults, meant that they were mass targets for the makeshift canister utilized by the gunners and blunderbussiers. Captain Steel Band noted;

"Our guns are firing as fast as they can be loaded. Roar after roar brings death to the black tide; the giant insects are torn apart by used nails, scrap metal, and broken glass, anything we can load them with that will have the widest possible effect. When they do get up onto our battlements, we hack at them with spears and swords. But losses seem not to matter to them at all. They come, wave after wave; no sooner do we drive one back than another runs at us, ignoring their dead and dying. Have they not even the basics of empathy? My soldiers are nearly exhausted after twenty-four hours of combat; I have to have them fight in relays. Despite the noise, those relieved of duty simply collapse on the ground, falling asleep within seconds as the battle rages around them. Our position is more desperate than any I have imagined in my years as a Guard."

Heavy casualties for both sides were the norm for the next three days, as were repeated attacks by the changelings. While some infiltration efforts were detected, the constant attacks, one following another, meant that most were successful in getting past the forts and into the city. While some were caught - and often eliminated then and there - others managed to replace ponies who were in charge of defense and anti-infiltration efforts. Still more sabotaged everything they could, from telegraph wires to food supplies, some of which were mildly poisoned or exposed to unsanitary conditions in order to cause illness and despair among the population. Random attacks on civilians meant that some militia units that should have been on the front were busy hunting changelings. Green Jade, an earth pony mare, described the suffering of the town;

"My foals were sick. All the food available had something wrong with it, or so it seemed at the time. My husband was somewhere out there, joining a couple of 'Hunter Squads," as we called them, trying to find those responsible, but it was an impossible task. For every changeling they unmasked and... put away, it felt like there were ten more who got past them. Medicines were being sabotaged, so that they hurt instead of helping, and of those left unpoisoned there were few. Families remained inside, trying to keep our young safe. We knew they were out there, waiting to pounce on unsuspecting ponies, regardless of age. Our spirits fell. Every night, we hoped that the cannons in the forts wouldn't stop firing, for that would mean an end to the defense and the true beginning of our suffering."

Fillydelphia, though it had prepared for the attack, was simply not ready when it came. On May 5th, after four days under siege, two more forts fell, and three of the remaining four were about to be overrun. Seeing no hope of repelling the changeling attack, the mayor decided that the citizens would be better off under abject slavery than dead, and sent his own delegation, with a white flag, to surrender the city.

Chrysalis received them. She accepted the surrender, but made it clear that the population would suffer for its resistance. She decided not to execute resistants, but that was more from a desire to collect as much love from as many ponies as she could, and harvest them. All of the militia were to immediately drained of all their love, which would reduce them to a state nearing death. All weapons, even kitchen utensils, were to be given up, and the ponies of the city were to allow the changelings to do whatever they chose, to them and to their city, without protest. Anypony who did protest would be drained of love at once, the same fate as the militia. They were to give themselves over to the invaders, aid them in hunting down those who persisted in their resistance, and stop those trying to escape the city. All personal property and buildings were subject to destruction at the will of the invading army, and any changeling who died from violence after the surrender would be avenged by the deaths of a hundred ponies whom the invaders would select as they desired. Archer Bow, a stallion from the city, noted in his journal;

"They have come. They swarm the streets, destroying anything that can be burned. They help themselves to whoever they find, violating them in a way I had never imagined possible. Those who even muttered a word against them are beaten, then... they are utterly drained of everything. They are reduced to walking skeletons before our eyes. They laughed to see how far we had fallen, enjoyed displaying their power over a helpless population. They care nothing for civility or for morals; they live only to see us enslaved, reduced and humiliated as far as they can without actually killing us. It is terrible, terrible beyond prior imagination. I can only hope that their expulsion from the city is quick, or Fillydelphia as we know it will become utter ruin."

"Get moving, slaves!"

Bell Ringer watched from her window as changelings shouted at a line of emaciated militia ponies, all on their way to being cocooned. The changelings were everywhere, giving orders and breaking things with little to no provocation.

"Oh shut up!" a stallion yelled. "Can't you see that they're too weak to go any-"

For his trouble the pony was sucked dry before Bell's eyes; three changelings set upon him and drained him immediately.

"Stupid slave. Next time you moan and whine, we'll come after your foals!" one of the changelings said, punching the victim in the face before turning around.

Not far away, a group of ponies were dumping all sorts of equipment on the ground. Some were turning over objects that were clearly weapons, but most were turning over silverware and innocuous items.

"We'll be checking your houses later," a changeling growled. "If any of you have held anything back, we'll put you in a cocoon right away. Or we'll suck all your love out, and then cocoon you." He chuckled in a mean-spirited way. "Good riddance, if you ask me."

We're going to have to live under them, Bell realized with a horror that hadn't overtaken her until now. It'll be like this every day. They'll squeeze us until there's nothing left, and they'll beat and torture us if we even complain about it.

"This is what you prey get for resisting the natural order," another drone said, laughing. "Serves you right. You think you've suffered? Try resisting us again, and we'll show you the meaning of suffering. You'll let us have your love, or we'll crush you underhoof and still get your love."

"Not a lot of weapons," a third noted. "I doubt they'll be trying anything, not after the lesson we gave them."

"Bah, just symbols of pony softness," the first of the three said. "We don't need it in our society. All we need are Queen, hive, and whatever genetics or biology or whatever goes into eggs. All this trash, this 'technology,'" he said, dragging out and mocking the last word, "promotes weakness. We're stronger than them even without it, so what good is it?"

"You!"

Bell gasped; a changeling had popped up right in front of her window.

"Get out here and do some work. Thinking you could just sit there and watch? Think again!"

It was the beginning of years of struggle for the ponies of Fillydelphia.

It was a different story at Manehattan. While all changelings could fly, they could be easily seen and fired upon by the ships in the harbor, as well as by the airships that were joining the defense. Infiltration would be difficult under the circumstances, given that there was only one point of entry by land - the railroad bridge - and most changelings, being used to underground and land-based habitation, were not used to swimming. That left the air, but given that the city was easily defended, unlike Fillydelphia, which had been surrounded on all sides by land, the city would be hard to invest. Chrysalis was by now aware of the approaching allied forces, and decided that so long as the ponies in the city were kept from escaping, then perhaps she could force them to give in by capturing the Princesses. To that end, after the Fall of Fillydelphia, she began to turn the bulk of her armies south to finish Celestia and her new army. She was confident that this would be the case, given the fact the Equestria had been unprepared for the conflict and knowing that the Princesses' new armies were hastily prepared.

It took about a week for the changeling army to get in place for its advance southward as Chrysalis shifted units around; with regret, she was forced to leave several "Retaliation Brigades" behind in order to crush rebellion and capture ponies and other creatures that had so far escaped captivity.

So far, the revolts had been small; with the majority of the populace being cocooned, the rebel numbers were few, perhaps a few dozen in every group at most. And yet their presence infuriated the changelings, who expected their "prey" to simply roll over and play dead on their command.

Chrysalis had - largely - tried to avoid killing at this point. Even the defenders of Fillydelphia had been taken prisoner, though the changelings were determined to punish them, their families, and the city in general. Killing a source of food was not something the Queen was eager to do. However, with changeling casualties having reached 5,000 in dead and wounded at Fillydelphia, with around 2,000 more from the fighting at Vanhoover, and with insurrection plaguing captured lands, the Queen was losing what patience she had. She gave instructions to the Retaliation Brigades, authorizing them to kill "when necessary." In the years to come, the latter part of the instruction would be interpreted broadly.

However, the changeling preparations took time, time that the allied powers had used well. The Saddle Arabian army had disembarked at Baltimare, and their navy was reinforcing the defenders of Manehattan. The hippogriffs, though fewer in number, brought with them a viable navy and an determined army, armed with a mixture of rifles, pikes, and swords along with some breach-loading cannons. Both forces together doubled the numbers defending the line, and increased the morale of the defenders.

Down in the south, meanwhile, the delegation sent to the humans of the Avalon Republic were received, and got an answer. One that would have a profound effect on the war.

By the time Chrysalis had prepared her forces to march south, the Allies had gained valuable time to reinforce, and their positions were strong. Furthermore, the Equestrians were already gaining knowledge of then-modern weaponry and how to use it.

It couldn't come soon enough. Chrysalis made her move on May 21st, 1002. The changeling armies advanced to the south, a massive tide of them, intent on finishing the conquest of Equestria.

By then, though, they weren't facing an army of unarmed conscripts. They were facing an organized, tough resistance.

On May 24th, 1002, the first battle between the Changeling Empire and the Allies began. The Battle of Froggy Bottom Bog saw the first real engagement outside of a city in the conflict, and it was surprising for both sides.

The changelings weren't just melee fighters. Their horns could fire lethal energy bursts, and they could hurl themselves from the sky if they wanted to plaster an area and overrun it. They were also relentless; changeling drones continued fighting even when local odds were not in their favor, and few could be taken alive. Their ability to change form in the middle of the chaos added to the confusion of the defending forces.

But if the battle was a shock to the Allies, it was the same, if not more so, for the changelings. They had expected their "prey" to flee within a few hours of the start of the battle; instead, the fighting lasted all day, as both sides threw reserves into combat. The Saddle Arabian weapons were largely single shot rifles, but their long reload times were made up for by their range and accuracy. Their cannons were utterly devastating, as shells rained down on the changeling forces, often finding targets who were clustered together. The hippogriffs, though fewer in number than either the Equestrians or Saddle Arabians, were masters of close combat; even without their pikes and swords, their claws could inflict severe damage on a drone. And the Equestrians, driven by the desire to reclaim their homes and protect their loved ones, threw themselves into the battle with a ferocity unexpected by the commanders of either side. Their weapons were largely older melee weapons - spears, swords, hoof blades, and ancient arquebuses, with a few newer weapons, but the sheer determination of those using them made up for their poor armament.

The battle was utter chaos. Sergeant Longsword, an earth pony, fought using his namesake weapon, slashing at the changeling horde. Ponies around him, some fighting with no more than hooves shod with nailed-on horseshoes, others making due with hoof blades, swords, and spears, a select few shooting from the rear with old guns. Unicorns were firing spell after spell, with changelings being burned through by energy or were shocked and falling, internal systems critically injured due to electrical damage.

Changelings were going down one after another. And yet, there were so many of them. For every one that fell, another came up to take its place, just as determined, hissing, and ferocious as the ones that came before it.

Longsword had to focus on his own fight with drone after drone after drone. When he was able to pay attention to others engaged in battle, what he saw would scar his mind for the rest of his life. A changeling was killed when a shod hoof struck it's head with extreme force - what was left of its head wasn't worth noting. A pony was overwhelmed and bitten through the neck - all the way through - by a drone, who was abruptly slashed across the face with a hoof blade. Yet another changeling was cut in half, only for his slayer to be burned alive by a storm of green plasma. A volley of arquebus shots cut through a drone, who hissed defiantly for several seconds before his body fully registered the fatal injuries and finally keeled over, lifeless.

One wave followed another. There were only about thirty seconds or so between them, so there was precious little time for rest or refreshment.

"You doing alright, Sergeant?" a pony asked him during one such interval.

Longsword poured a long draft of water down his throat. "Yes. I am doing well. How many of these bugs did you squish?"

"More than my fair share," the other soldier replied.

Longsword looked him over briefly. The other soldier wasn't wearing armor. There was little to be spared, and instead of armor the soldier was wearing a blue uniform with white bordering the coat.

"Looks like they're coming again!"

"Yeah, looks like it. Or maybe they're already here."

"Yeah, may- what?"

Longsword raised his weapon and bashed the pony in the side of the head with the hilt. The other soldier screamed; there was a flash of green light, and in his place, on the ground, a changeling emerged.

"Any last words?" he asked.

"My disguise... how did you...?"

"You didn't have the insignia of the private you were impersonating. Furthermore, he's too scared of me to even talk to me unless I initiate the conversation."

With that, Longsword plunged his weapon into the chest of the changeling. The drone screeched for several seconds, and became still.

"Now, to try to handle the rest of them..."

However, the hive was nothing if not numerous, and Chrysalis' forces threw even more of their strength into the battle. As might be expected, they managed, here and there, to impersonate officers, commanders, and even common soldiers, and wreaked sufficient havoc to weaken the center of the Allied line, which began to sag downward. Sensing victory, the horde poured its strength into the breach, and the line began to fracture. Chrysalis, for a few minutes, wore the same smile that she had at the wedding just a few weeks ago.

A smile that turned out to be premature.

The roar of distant artillery and a constant stream of bullets announced a new contender entering on the side of the Allies. Human soldiers, firing machine guns and rifles into the breached position, mowed down the attackers. Cries of, "Avalon! Avalon e Vittoria!" rang from their lines as they gunned down the changeling forces.

"Viva Avalon!" Private Giacomo Di Antonio shouted, firing another round from his rifle at the black pony-like figures ahead. The one he was aiming at crumpled, and did not rise.

"Good shot, amico," Sergeant Francesco Alessi shouted, firing a revolver at the changeling horde. "Hold them!"

The changelings continued their attack, but the combination of artillery, machine guns, and bolt action rifles were too much for them. Hundreds fell in the space of a few minutes. The Avalonians, on the other hand, either crouching or prone, were difficult for the changelings to hit with spell fire.

"Not so hard, are they?" Private Pietro Crespo said to Giacomo, firing another shot.

"Shut your mouth, Crespo, or you'll have me to deal with!" the sergeant growled. "Just keep firing!"

All too soon, the horde's attack faltered, and their momentum vanished.

"Avanti!" Sergeant Alessi bellowed.

"Hurrah! Hurrah! Hurrah!" the Avalonians cried as they pull themselves up off the ground, bayonets fixed and at the ready. Most continued to fire as they advanced, putting a ton of lead in the air. Even though it was unaimed hip fire, it nevertheless sent a number of changelings to the ground and suppressed others, who were hindered in their efforts to fire back.

"YAAAAAAAAAAAAAAAAAAAAAAAAA!" Giacomo screamed as he rushed a changeling warrior.

The changeling screeched something and attempted to stab him with his horn. Giacomo blocked it, then bashed the changeling in the head with the butt of his rifle. The black ponylike insect was stunned. Before Giacomo could act, another soldier pinned the bug pony to the ground with his bayonet.

The fighting was crazy. Changelings fired green bolts directly into the faces of their enemies, and were shot in return. Sergeant Alessi shot three in the span of three seconds, and almost broke his pistol over the head of a fourth. Holstering it, he pulled out a sword and hacked his way through the melee.

"Keep going! Avanti!

The human soldiers of the Avalon Republic pushed ahead. Little by little, the changelings gave way. Chitin and blood were no match for steel and shot. They broke off from the melee and tried to fall back.

As they fell back, a soldier in front of Giacomo was standing within a crater. Suspiciously, he bore no weapon.

"Get up! You're not hurt!" Alessi shouted at him.

"What are you saying? Can you you repeat that?

Giacomo didn't recognize the words, but he recognized the language; English. And none of the Avalonians would have used a foreign language in a combat situation.

Alessi spotted the deception right away and shot the man. He cried out; at the same time, a flash of green light revealed the soldier to be a disguised changeling, now writhing on the ground.

"Next time, learn Italian before trying an impersonation," Alessi growled, spitting on the ground. "Idiot." He turned to Giacomo and others standing by. "What are you fools doing just standing around?! Get going!"

Caught off guard just when their victory had seemed imminent, the changelings withdrew from that sector of the battlefield. Before long, they withdrew entirely, to positions a couple miles distant, within the bog itself, where their positions were difficult to locate and bombard with artillery.

Chrysalis was furious at having lost the battle, but the war was a long way from won. Knowing that she had the numerical advantage, she decided to try outflanking the Allies and surrounding them. She sent orders to the commanders on the wings, and her armies began to stretch out to the east and west.

The Allies stood, triumphant for the moment, but the commanders of each of the Allied armies agreed that the victory was a temporary one, and recognized what Chrysalis was doing. Meanwhile, a few refugees managed to reach their lines and, once they were scanned to make sure they were not changelings, told a disturbing tale. Everywhere, the changelings were either moving or talking about moving south, and they had seen "endless numbers" of changeling reinforcements on their way.

The Princesses Celestia and Luna of Equestria, General Adil Al-Amin of Saddle Arabia, General Swiftclaw of the hippogriffs, and General Matteo Vittorio of the Avalon Republic met to discuss the Allies' next move.

"We cannot fight the battle again under these circumstances," Princess Luna said, tapping the table with a hoof. "We must withdraw."

"You're willing to lose even more of your land?" Swiftclaw replied, banging his left claws on the table. "We fought bled to hold them here. We can stop them again!"

"But we've suffered losses as well," Celestia replied. "Our army is about the be outflanked. We can't allow them to surround us. If we withdraw, as painful as it is, we can stretch our line as well. As it is, we're exposed."

"Just order your other armies to-"

"There is no time for that," Luna said. "We must retreat, and do so before they can crush us. We need time in order to form anti-infiltration tactics, and to inform our other armies and link up with them. We can stop the enemy, but only with the coordination of all our forces."

"I nostri eserciti hanno pagato il prezzo per fermarli," General Vittorio said, forgetting to switch from Italian to English (or Equestrian, depending on whether one was a pony). "Ma sarei più felice se li tenessimo lontani dalle città."

"Anch'io, ma non c'è niente per questo," Luna replied in the same tongue, before switching back. "I agree that we should stop them as far north from Appleloosa. But we must step back from this field."

"You Avalonians have more reinforcements coming up?" Swiftclaw demanded.

"Oh yes," General Vittorio replied with a heavy accent, remembering to speak English this time. "We have fifty thousand and more, artillery and all. More are on their way from the fatherland."

"And what would you have us do?"

"The honorable Princess speaks truth. We must withdraw, but will return to this field. I hope it's soon, God willing."

"I would consider attacking them," Adil Al-Amin advised. "It would be something that they least expect."

Luna rolled her eyes. "Yes, it would. Because it is the most foolish move we could make. We know almost nothing about our enemy, other than that they can imitate us. And Chrysalis isn't stupid. She'll have some scouts keeping an eye on our army. Her own line stretches by the minute. We must withdraw before they can finish their maneuver."

"Attack is the very essence of warfare!" the Saddle Arabian general shouted.

"When we have a worthwhile chance, yes," Vittorio said, spitting out the gum he had been chewing. "It would be irresponsible, bordering on outright recklessness and folly, to attack them right now. I've seen your troops, who have been fighting for hours. They are tired and their ammunition heavily depleted. They have seen childhood friends and comrades die en masse. They are ill-armed and unprepared. Retreat is the only solution. Retreat, and stretch out our line in doing so. We fight them where necessary, but we will do this."

"We held them."

"You can say that until the cows come home, amico, but it does not change the situation."

"He's right," Celestia said. "We will not withdraw far, but we must withdraw. Now." The steel in her voice gave no room for argument.

"How much more of your land do you want to lose?" Swiftclaw demanded.

"None, if it were possible. It pains me, even more than it does you. But we've slowed them down, and gained time. Now, we must make use of it."

With the Equestrians and the Avalonians together providing the majority of the soldiers, General Swiftclaw and Al-Amin had no choice but to give in. The Allied army fell back, carefully covering itself as it did so. The Avalonian reinforcements helped in making the Allied line stretch to the west and east as they did so. The conflict was rapidly resembling the mess it would be for the next four years.

Chrysalis and her army renewed their advance two days after the battle, pushing past craters and debris. The Allies had made a clean getaway, taking with them their dead and wounded, along with all discarded equipment and weapons. Restless, the changeling armies pushed ahead, having lost some of their pluck during the fight.

The Allies built a new line just north of Appleloosa, the trenches stretching from Ghastly Gorge to Dodge City. The hot desert climate was a terrible experience for large armies, which would have to maintain large water supplies. With Cloudsdale having been captured and sacked some weeks earlier, the cloud-based industry in Equestria was in desperate straits, and could not be the sole means for slaking the Allies' massive thirst. While there was plenty of water in the Hayseed Swamps, it was a laborious process in collecting and purifying it, and it's taste satisfied no one. The Avalonians would dub it, with some humor and after trying various ingredients to hide the awful taste, as "caffè di fortuna," or "Makeshift Coffee," a moniker that soldiers of all nations eventually applied to any unsavory drink. Eventually, the water from the swamps, as well as that from desalinization plants set up on Equestria's coasts, would ease the water burden, but water rations for the time being were still limited. The Avalonians somewhat made up for it by forgoing water in favor of tea and other beverages from home, but this would prove to be temporary, as the fatherland was unable to send enough, and, as more and more soldiers were being sent, feeding and quenching them all would become more and more difficult. Water would have to do most of the time.

While the Allies fortified their lines, the changelings were still coming, though much more cautiously. Moreover, as they came forward, a failure of communication among the changelings would change the dreary circumstances in the Allies' favor.

Prologue; Invasion and the Alliance

1002, Equestrian Calendar (EC).

It was the month of April. It had been two years since Princess Luna's return. Canterlot, capital of Equestria, was eager as it awaited the marriage of Princess Mi Amore Cadenza, more informally known as Princess Cadence, and Captain of the Royal Guard, Shining Armor.

The wedding hall was packed with guests, peasants and nobles both, and members of the families involved. It was set to be a day of great joy.

Sadly, the event would be overshadowed by a nefarious scheme.

Unbeknownst to almost everyone present, the almost forgotten Changeling Hive made its move. Queen Chrysalis, the leader of the hive, had managed to almost flawlessly impersonate Princess Cadence, who had been imprisoned in the Crystal caves beneath the city. She managed to manipulate all parties; she fooled both of the Equestrian Princesses, Diarchs Celestia and Luna, and the Element Bearers were blatantly fooled. Even Twilight Sparkle, the most suspicious of all, had been tricked into distancing herself from her friends and family before the Queen caught her, separated, and jailed her in the same caves that she had Cadence.

The wedding almost saw Chrysalis' plan succeed entirely. If things had gone right, she would have taken Equestria almost without a fight.

Two things went awry.

The first; Twilight and Cadence managed to escape the caves where they had been imprisoned. They burst into the chamber where the marriage was just about to be consummated, and exposed Chrysalis as the fraud she was.

This, however, only succeeded pushed the grand conspiracy into the open. A subsequent attempt by Princess Celestia to defeat the Queen saw only the fall of the Solar Princess in front of her subjects, a victim of the love Shining Armor had for Cadence.

With Shining's shield weakened by the Queen's control over him, the changelings burst into the city. A confused battle took place, with the unprepared Royal Guard overwhelmed by sheer numbers. The Element Bearers, reunited, attempted to reach the Elements of Harmony to repel the invaders. They successfully fought their way through a company of changelings who had been sent to prevent their entry, only to be surrounded by superior numbers and either forced to surrender or, in the case of Applejack and Rainbow Dash, beaten into submission.

With the Bearers brought back to the throne room, the Queen reveled in her victory as her forces subdued the remaining resistance and began to collect thousands of ponies to be harvested for their love.

The second thing that went wrong was that Twilight managed to free the imprisoned Cadence, who in turn liberated Shining Armor from the mental prison that he had been trapped in. Unable to re-establish the shield over the city - which would only have momentarily trapped the invaders in the capital in any case - Cadence and Shining attempted one last effort to expel the changeling invaders.

Unfortunately, Chrysalis noticed. She managed to use her own magic to stop the couple from utilizing a spell that might possibly have cast the invading army out of the city by firing one of her own spells at them and forcing them to cancel their efforts for their own safety.

The room descended into chaos. Fighting resumed as the Bearers fought the changeling drones who were still left in the chamber. Rainbow Dash managed to free Princess Celestia from her cocoon cell as Cadence and Shining had a brief shootout with Chrysalis.

In the confusion, the Princesses, the would-be couple, and the Bearers managed to escape from the Palace and the city, escaping via the sewers. Princess Luna would eventually join them, breaking out of the capital and joining up with her sister and the few soldiers who had managed to flee, along with some refugees. The party headed south to Appleloosa. There, Princesses Celestia and Luna officially declared war on the Changelings, with the news going out on telegraph wires, pegasus wings, and by train.

However, the declaration of war was largely a gesture. Most of Equestria's Royal Guard had been caught up in Canterlot, and had been captured or, in a few cases, slain. Knowing that Equestria was in no position to resist the changelings alone, Celestia issued a message, also by telegraph, to the various countries around the world. It was short, and read, in part;

"We beg, in the name of Harmony and our ponies, the assistance of our brother and sister nations. We are under attack by assailants determined to sweep the world and enslave all to a heartless rule."

The world responded. Saddle Arabia, an economic ally to Equestria, followed suit by issuing a general mobilization on April 21st, declaring war on the changelings the next day. The yaks of Yakyakistan, who had been in self-isolation for years, responded by simply gathering for the great conflict, eager for the battles to come. Celestia sent a message directly to Queen Novo, asking for her old friend's aid. The Queen of the hippogriffs, sympathetic, also declared war on Chrysalis and offered the support of her navy and army.

Others remained aloof for the moment. The dragons, traditional sky nomads who generally kept to themselves and did what they wanted, had no immediate interest in the conflict, not having high opinions of ponies or Equestria in general. Indeed, a faction of them favored attacking Equestria in the midst of this chaos, having a desire for loot and destruction. The Avalon Republic, the nation of humans far to the west, mobilized but did not reply for several days, though factories began to switch to a war footing. As the nation was largely neutral toward Equestria, no one could be sure whether or not these developments were in defense of Equestria... or a preparation to attack it in its weakness. As for Klugetown and Griffonstone, neither made any reply to the call to arms, and a number of smaller nations gave sympathetic but non-committal replies.

As this drama was unfolding, the changelings were running amok through the north of Equestria, subjugating Ponyville on the second day of the invasion and utterly sacking it. Fortunately, much of the population had managed to flee in time, as refugees from Canterlot and the surrounding lands had trekked through the town and warned them of the fall of the capital. Cloudsdale was not so lucky; as the telegraph lines and the railroads were cut and changelings were capturing airships of all kinds, along with the pegasi of the mail service, most of the north had no inkling of the fact that Equestria was now at war with an invading army, and Chrysalis, learning of the declaration, moved to make sure it would remain that way, deciding to conquer the heavily populated northern half of the country both as a means of easy conquest and for a quick harvesting of ponies for love.

It proved to be largely that. The sacking of Cloudsdale saw thousands of pegasi encased in cocoons, with their love to be harvested at will. Hollow Shades, Tall Tale, and Vanhoover were taken next, captured on the eighth, eleventh, and fourteenth days of the war respectively, with the population of Hollow Shades unaware of the impending attacks until the changelings were on their doorsteps, sometimes literally. Tall Tale received the news of the war two days before it was attacked. Sadly, their hastily organized militia, ill armed and without discipline or able leadership, was no match for the army that arrived. After a battle lasting throughout the day, the city was sacked, its defenders dead or imprisoned, its population enslaved or encased in cocoons for love supply.

Vanhoover, however, was a different story. Just north of Tall Tale, it managed to round up not only the militia, but a contingent of Royal Guards, which gave them some measure of the leadership that its neighboring town had lacked. They fortified and barricaded the town, and when the changelings attacked the day after their capture of Tall Tale, their first assault was thrown back with heavy losses. Armed with whatever they could lay their hooves, shod or not, on, in vicious hoof-to-hoof fighting, they repelled the attacking army a second time. A young mare, Grand Prix, known as a local pegasus racer, described the fighting;

"We were desperate. We knew little other than a desire to protect our families and our city. I had nothing more than the shoes fitted on me by the local farrier, a rolling pin, and my wings. Nevertheless, I knew I had to protect my foals from them. Both sides fell in big numbers; a friend of mine was pierced in the neck by a monster's horn right in front of me. The beast died shortly after that; I wasn't the only one to see it. There were always more, though. They kept coming. And we kept hacking, slashing, bashing, kicking,punching, and shooting. It was all we had left."

Alas, the town would not be a bastion for long. Chrysalis turned her attention on the town, removed the commanders of the assault, and commenced to use the tactics that had won her Canterlot. Disguised changelings infiltrated the pony defenses, capturing leaders in secret and replacing them. Large numbers sneaked into the city via the sewers; Chrysalis, remembering how her prey had escaped her in Canterlot, was not above using the same means for offensive purposes. Three days after the fall of Tall Tale, the changelings launched their final assault with the might of their horde. Attacked from within and from without, Vanhoover's defenses were penetrated and torn to shreds within the first two hours. Sporadic, on-the-moment fighting continued for two more days, but the city's fate was decided, and most historians record it as having fallen on the fourteenth day despite the continued resistance. Hundreds of thousands fled, by sea and by sky. Tragically, the changelings were adverse to letting their prey escape, and assaulted the ships and airships that were attempting to flee. They captured over two-thirds of those who tried to make their way out on land. Most of the ships were either boarded, or else burned with the green energy that the changelings fired from their horns. Uncounted numbers drowned, and more were taken away to be cocooned for food.

The changeling horde turned north and east. Though advance units had taken a strange village of ponies who rejected cutie marks even before the fall of Tall Tale and Vanhoover, Rainbow Falls proved too difficult to take for the vanguard units, but it too fell eighteen days after the war began. The Queen's eyes turned on the eastern coastal cities of Manehattan and Fillydelphia.

Of the northern cities, these two turned out to be the most prepared. Both cities had gotten word of the war about a week before the hive turned its ever-hungry eyes on them. Manehattan set up roadblocks in all significant areas, and police and Guardsponies constantly checked the passersby, using a spell that Twilight had used during the Canterlot invasion to inspect ponies and make sure they were not changeling infiltrators; the railroad bridge into the city was heavily fortified. The city's defenders took over merchant ships and armed them, surrounding their own city with vessels loaded with whatever heavy weaponry they managed to acquire or build. Fillydelphia surrounded itself with earthen forts and lines of trenches, with ponies manning positions everywhere, while adapting similar measures as its sister city just to the north.

While the security measure proved to be effective - several changelings were caught and imprisoned in Manehattan, with a group of police narrowly preventing one captive from being mauled by an angry crowd - it was also heavily restrictive. The militias of these cities - they could hardly be called an army, given their lack of supplies and military-grade arms - as well as civilian ponies were constantly being checked, and a great feeling of distrust fell over both cities. Furthermore, Equestria had been entirely unprepared for any major military conflict; it's Royal Guard, though armed, was hardly more than a more heavily armored police force, with perhaps two thousand on-duty ponies and five thousand reservists; few of the latter had received more than elementary training. Neither city had an overabundant supply of food. Worse still, without supply lines to the rest of the country, Fillydelphia, once cut off and surrounded, would have no means of resupply. Manehattan could be resupplied by the sea, and maintain communication by the same, but it was as ill-equipped and armed as the other cities that had attempted to defend themselves. Fillydelphia's mayor sent a despairing message to Celestia, saying that the city could not expect to hold out without an army coming to help them within the next two or three days;

"Our arms are insufficient to hold back the black tide about to engulf us. Send an army or we will perish in the next couple of days, maybe three at best.

It would be one of the last messages that got out before the telegraph line was cut by the changelings the same day.

Equestria was on a knife edge. Celestia issued a general mobilization the same day that she and her sister had declared war, but it did not reach most northern towns soon enough. The more sparsely-inhabited south, with the exceptions of Baltimare and Los Pegasus, was not as capable of providing recruits as the north would have been, and when battalions of conscripts arrived, the Diarchs had few arms to give them. Uniforms could be supplied, but armor for elite units would take time, time that the Princesses feared Equestria didn't have. Moreover, feeding the new army would also be a challenge, given that much of the south was desert or swamp-land.

It was also obvious that newer arms were needed. While Equestria had been privy to arms developments around the world, it's Royal Guard had been armed largely with spears for earth ponies, hoof blades for pegasi, and combat magic for unicorns. Luna's small Lunar Guard was well armed with crossbows and all sorts of melee weapons, but did not have the numbers for a sustained battle. Celestia sent out an urgent call for gunsmiths and powder-makers, but they too would take time to arrive and begin assembling weapons.

The situation was not as bleak as it initially seemed. Chrysalis' initial advance had seized a great deal of land and "food," but it also required occupation. While the hive's numbers remained large, it was weakened by having to station drones in and around the conquered land. In addition, ponies who had hid during the recent attacks began to hit back, attacking scattered changelings and freeing cocooned family and friends. While small in scope, these attacks angered the Queen, who sent even more of her army away from the primary assaults to punish the rebels and ensure a steady supply of love to her armies. Though changeling morale was high, Chrysalis was annoyed with the response to her invasion by the foreign powers. While she didn't doubt, at least now, that she could beat them and conquer them too, she knew it would mean that her conquests would be more costly from here on out.

On the twentieth day of the invasion, as changeling armies reached Manehattan and blocked the railroad bridge on the landward side, and as their forces neared Fillydelphia, Celestia was given a telegram from the Farthest Reaches. Human soldiers, backed by naval dreadnoughts and armed with bolt-action rifles, machine guns, and quick-firing artillery, had landed. Since the message didn't indicate whether or not the Avalonians troops were here to save Equestria or wage their own war against it, Celestia and Luna feared the worst.

Other news, more welcome, arrived. Saddle Arabian troops, armed with rifled Jezails (a type of rifle-musket) and iron cannons had landed in Horseshoe Bay, and their navy was on its way to Manehattan to aid in the defense of the city. Queen Novo's forces, though smaller, were also en-route, with a personal letter to Celestia promising that the Hippogriffs would arrive within the next three days of the message's arrival.

Stressed, but with renewed hope, the Royal Sisters began to set up a defensive line north of Appleloosa and just south of Froggy Bottom Bog, with the nascent Equestrian armies setting up in disconnected positions stretching from Ghastly Gorge to Dodge City. Though their arms were limited, the Equestrian army was bolstered by the escape and survival of its Princesses. Coupled with speeches by Celestia and Luna, the army gained hope as the changelings dithered in the north, preoccupied with the intention of capturing Manehattan and Fillydelphia and holding onto the territory it had taken.

The only unknown factor at the moment were the intentions of the Avalonians to the south. Were they coming to take what they could of Equestria, or were they coming to aid it?

Celestia, anxious but determined limited in troops and supplies already, decided to take it on faith to focus on the worse threat in the north, and chose to simply ignore the human army, except for a few scouts sent to keep an eye on it and a party of diplomats to discern its purpose.

As the changelings fully surrounded Fillydelphia and maintained their blockade of Manehattan, multiple armies and navies converged on Equestria. But would they be enough to save it?

Author's Note

Locations mentioned correspond to this map;

More chapters are done, but need some polishing. I may add maps edited with paint later.

Chapter 2; The Battle of Appleloosa and the Everfree Offensive

Chrysalis was displeased with the slow pace of her forces, and, three days later, ordered her army to increase the speed of its advance. The central part of her army was soon headed straight for the small frontier town at a breakneck pace, as was the left wing (or right, if one looked on a map from north to south as opposed from south to north).

However, the drone sent to convey the message to the commander of the right (left) wing wound up getting lost in the bog, and by the time he reached the commander, he was two days behind schedule.

What that meant was that the western wing of the army was behind the center and eastern portions of it. A gap emerged between them, one that pegasi on reconnaissance were quick to note.

The Allied commanders realized that they had a chance to launch a flank attack on the center portion of the enemy army before the western piece could save it. If part of the changeling army were cut off and wiped out, it could change the tide of the right then and there.

General Vittorio and Swiftclaw advocated for an immediate attack into the gap. General Al-Amin agreed for the most part, though he preferred that the Allies wait for the enemy to become entangled with their defensive lines in front of the town before engaging. Celestia, Luna, and Shining Armor, who had recently been married to Cadence in a hastily-prepared, lackluster wedding and promoted to full general, agreed to this change of plan.

The Battle of Appleloosa began as a defensive action. Chrysalis attempted to send infiltrators to impersonate and kidnap key personnel, but this plan failed due to a decision made by the Allies a few days prior. That decision was to give all units, regardless of nationality, a company of unicorns with the specific job of scanning unknown personnel in order to reveal changelings. This stratagem worked. Almost all of Chrysalis' infiltrators were killed, and the few survivors taken into secure custody in the town jail, to be interrogated.

Not knowing of this failure, the Queen gave orders for an attack only a few hours after her arrival, with all her armies elsewhere on the line to assault the Allies, giving them no chance to send reinforcements from one endangered part of the front to another.

It was now that Chrysalis finally realized that her western wing was two days behind, being informed just after the battle's beginning. She realized her predicament, but by now she was committed. Fuming at the communication failure, she ordered the messenger drone's arrest for a future trial, and set herself to commanding her forces.

As the horde advanced, Allied artillery went into action. Shells of various sizes and quality rained down on the attacking army, which suffered horrible losses as drones were blown apart, their chitin unable to protect them from the metal fragments and explosive power. Nonetheless, the hive was able to absorb these losses, and their lines closed as they got closer.

A massive volley met them as they reached the front line, just a half mile north of the town. Avalonian riflemen cut down changelings by the hundreds, and their machine guns chattered, spewing out death into the oncoming horde. Equestrian arquebusiers and Saddle Arabian riflehorses added to the slaughter, as did the energy from countless unicorns. The horde's response of green energy - such that it filled the air above the trenches - did little to the defenders, as much of it was hastily aimed, if at all, and it was ill-equipped to deal with enemies fighting as low to the ground - and within it - as the Allies were.

Thorax watched in horror as hivemates fell to the barrage, as they were blown to piece by artillery, as they fell out of the sky, crashing to the desert below. He threw himself into a crater and climbed up it's south side, facing the town. He was unable to look away as the battle continued.

"What are you doing in there, brother?"

Thorax turned around to see his brother, Pharynx.

"I said, what do you think you're doing!?" the more aggressive changeling bellowed.

"D-d-d-d-d-d-do you even s-s-see what's going on ah-h-head?"

"Bah! Just a little rat hunting. We'll break them soon enough. Get out of that hole and come on! Don't choose now to give in to your weakness!"

Thorax would later wonder how on earth he'd managed to get up out of the shell crater, but he did. How he managed to follow his brother, he'd never know. Regardless, both of them galloped ahead, recklessly, into the enemy's gunfire.

"Come on!" Pharynx yelled. "We can take-"

A burst of fire from one of the enemy's fast-firing guns rang out. Three bullets slammed into Pharynx, who fell, crashing to the ground and rolling for several steps before finally halting.

No... not Pharynx... not my brother!

Nothing in the world, save for being shot himself, could have stopped Thorax in the moments after his brother was hit. He rose from the ground, flew forward, and dashed to Pharynx's side.

The more active of the brothers didn't look so good. He was oozing green blood in three different locations, and he moaned in agony as Thorax knelt to lift him onto his back.

"R-really, Thorax?" Pharynx coughed. "I'm... not going out... that... easy."

"I'm not leaving you."

An artillery shell exploded not far away. Thorax almost fell over, but fortunately for both changelings the fragments flew over them.

Thorax galloped away, toward another, larger shell crater. He ducked into it and carefully laid his brother down.

"Hold still. I need to find something to bind you up."

"You're crazy," Pharynx said, coughing up blood. "I'm worth"- here he coughed nastily - "nothing to the hive compared with this victory. Get out of here and leave me."

"You're my brother. I'm not leaving you to die, Pharynx."

Pharynx smiled. "You know..." He coughed again, even worse this time. "You know, for a hive screw up, you're not all that bad." He fell unconscious.

Thorax looked around for anything he could use to patch his brother up. There wasn't much other than some tumbleweed, broken cacti, and some wildflowers. It wasn't much to work with, but it was better than nothing.

As he retrieved some, he noticed a strange noise noise above the rifle fire. Looking up, he was surprised to see balls of fire flying into the numbers of flying changelings. He witnessed them burst into blackened smoke and fragments... and was shocked to see scores of changelings falling from the sky. Large numbers, sometimes six or more, were being felled by each shell burst.

What did we get ourselves into?

Celestia looked through her binoculars as the battle raged. The changeling forces were suffering terribly under the barrage of fire. However, they were also present in such numbers that she was more than a little unnerved.

The Avalonians had had a surprise that even she had not expected; an anti aircraft gun, something they called the "Fuoco-rapido 1-libbre," which translated into "Quick-firing 1-pounder."

The Avalonians had set up six of them behind their lines here, and they were firing as fast as they could. Almost every shell they fired was bringing down at least one changeling, and usually more.

"A terrible sight to behold," Luna said from her right side.

"Indeed, sister. I only wish we could have stopped this invasion at Canterlot."

"Perhaps we could have, but that belongs to the world of might-have-beens. We must focus on the battle at hoof."

Celestia didn't immediately reply to that. She simply continued to watch.

Having brought no advanced weaponry with them, the changelings nevertheless managed to make it into the first Allied trench, where they battled the defenders in close combat. Little mercy was expected or shown - both changelings and Allied soldiers fought, bled, burned, hacked, shot, bashed, and stabbed; in some cases, there was literally no room for the dead to fall over. It was was a brutal fight.

As the fighting continued, the Allied commander decided to send in their reserves. They were aided by patriotic and determined ponies from the town itself, who drove carriages for the Allies, bringing their soldiers to the front faster.

Gradually, the reserves stemmed the tide of the attackers. It became clear that the changelings were exhausted; their rapid conquest, and the fast pace both in the air and on the ground that Chrysalis had demanded, had sapped their strength. Furthermore, supplies of love, including captured and cocooned ponies, had been outstripped by the speed of the offensive, and many of the changelings were not only tired, but hungry.

Chrysalis realized that her attacks were failing against the Allied defenses, and began to consider pulling back and trying to outflank the defending army, when she received the worst news possible in this situation; the Allies were counterattacking to the west of Appleloosa.

Shining Armor looked at his watch. It was five minutes before the offensive was to begin, and divisions from each Allied force were about to engage in a battle that could - no, would - decide the fate of Equestria, and perhaps, the world.

Needless to say, he was anxious.

General Vittorio was standing nearby, patiently chewing on another piece of gum. "Ci muoviamo velocemente, prendiamo il divario tra i loro eserciti e li arrotoliamo."

Shining turned his head. "Um, what?"

"Hmm? Oh, sorry, amico. I'd almost forgotten you were here." The human's jaw clenched. "If we destroy the army menacing your town to the east, we make the rest of this war significantly easier."

"And if we fail, we make Equestria easier to conquer."

"Sadly, that's the kind of risk we have to take. Otherwise, their western armies will link up with the eastern ones, and then we'll have the entire weight of their people baring down on us. It will get much harder."

"What if we get outflanked by their western armies? That's my biggest worry. They're still coming south."

"We'll have some divisions delay them. Not too difficult. Just have to make sure we keep going forward, like an arrow into the enemy's heart. If we're able to bag this army, we'll be on our way to victory."

"And if we don't?"

"If we don't, we fall back with what we have left and try something elsewhere." The human general took out a pack of gum and started chewing it.

"You think we can do this?"

Vittorio glanced at him. "I do. We can win, provided we don't mess up the plan."

A whistle blew from somewhere in front of them. Allied soldiers raised themselves out of their trenches and began their advance.

"A little late to worry about the plan now, eh?" Vittorio pulled out a pistol, checking the magazine. "I hope this thing doesn't jam again."

The "Everfree Offensive," with it's goal being to eventually reach the forest of the same name, got underway, catching the changeling army by surprise. The attacking army pushed into the undefended western side of the central arm of the changeling invaders, making steady progress.

Chrysalis received first received the news two hours after the assault began, by which time the Allies had gain significant ground. At that time, the Allies at Appleloosa, having waited and held off the invaders' attacks, threw in all of their reserve units all at once, intending to join the offensive themselves in order to squeeze the changelings.

With the Allies thrusting into the side of her army, and with the Allies in front of her now pushing ahead, Chrysalis knew that her attempt to crush Equestria quickly was over, and she needed to reorganize. With her army in danger, a withdrawal was the only sensible option.

With a heart full of anger, she gave the order to fall back. However, the news was simply spread from the units closest the Queen on outward, with the front line getting the news last. Because of this, many changelings who could have pulled back were left to fend for themselves against the might of the Allies.

Thorax watched with terror as the Allies began to actually overwhelm the changeling front line; human soldiers with bayonets and pistols, and hippogriffs with swords and claws, and ponies with hooves, hoof blades, swords, and spears. Changeling chitin could not stop the storm of steel.

The Allies were suffering losses as well; one human soldier was hit in the face with a bolt. He fell back, already dead, as his face literally melted away. A pony was gutted by a changeling's horn, which was charged with green magic, causing even further damage.

But they weren't suffering losses in proportion to their enemies. The majority of the casualties were changelings. And they were being driven back.

Thorax had managed to find enough material to slow down Pharynx's bleeding, but had been unable to stop it entirely, and he was struggling to keep his brother alive. He looked around. To his horror, the changelings in the rear were running or flying to the north, abandoning the front line.

"Come back!" he yelled, for all the good he knew it would do. Turning back to the front line, he could see that it was coming closer and closer to him, and he had to make a decision.

"Sorry, bro," he said, lifting Pharynx up onto his back again. "Don't die on me!"

He got out of the crater, and looked back. There was nothing for it. He'd either have to trust the Allies to allow his surrender - and they didn't appear to be in a mood to, as he witnessed an Avalonian soldier bayonet a changeling that he'd knocked to the ground - or flee and try to make it to friendly territory, which lay to the north.

Thorax galloped northward. It was the only choice he felt he could make.

Although Chrysalis and the bulk of the center army escaped encirclement, a great number had been killed or wounded, with the latter being captured against their will, and the Allies succeeded in pocketing the western-most piece of the army, trapping around ten thousand changelings who were unable to escape in time. Leaving some troops to keep them surrounded, Allied forces continued northward, pursuing Chrysalis.

The Allied armies, especially the Equestrian forces, witnessed a massive rise in morale. The changeling army had been beaten back, and Chrysalis herself was in retreat. It appeared as though liberation of the rest of their country was underway.

It would prove to be a premature assumption. Chrysalis had been forced back, with losses in the tens of thousands, but her army had not been destroyed, and the Queen knew that she had the resources of the north to bring to her aid, in particular hundreds of thousands of cocooned ponies that she could use for their love in order to strengthen her armies. She gave orders for changeling nurseries to be set up throughout the new empire, across northern Equestria, and for all excess drones in the north (with the exception of the Retaliation Brigades) to come southward. Worker drones were to build a defensive line, south of Froggy Bottom Bog, out of the same black material used to construct the inside of the changeling hive.

The Allies had underestimated the changeling ability to build, but perhaps that was a forgivable offense, given that they had only witnessed their enemy tearing down the established society in Equestria without constructing anything to replace it.

Furthermore, as Chrysalis withdrew, her armies were finally able to receive love to not only sustain, but strengthen them, as the changelings were falling back on their lines of supply.

Alongside all this, warriors coming down from the north were ordered to help in the rapid construction of the defenses. While Chrysalis was rather downhearted that she was unable to gather a sufficient supply of the same rock she used to build her throne, which rendered all magic except that of changelings ineffective, she was satisfied with what her drones accomplished in such a short amount of time.

Her armies on all fronts withdrew some distance, but not particularly far. Everywhere, they followed the orders of their Queen, building defenses to stop the Allies. While their defenses were strong, the changelings intended it to be purely temporary as they got their act together and moved their forces to the south to the real fight.

"He's in bad condition, but he'll live," a changeling medic said.

Thorax sighed with relief. "Glad to hear it."

"With a lot more love to go around, I think he's going to be fine. I think we all will. Those "Allies" have no idea what we've got in store for them."

Another wounded changeling who had escaped the slaughter nodded. "We'll give them the beating they deserve, and then, after we take Equestria, we'll go after their countries. Should have stayed out of a private affair, shouldn't they?"

"No arguments there," a second injured changeling said. "The hive is stronger than all of them."

How can they be so sure of winning the war, after what we all saw happen? Thorax thought in private despair, taking pains for his face to remain steadfastly neutral. They've got the edge on us. I've never seen weapons like the ones they used a couple days ago, and they're still coming north!

"I was surprised they were able to do what they did," a third casualty noted. "Almost gutted us. I'd admire it more if we'd been the ones to pull it off."

"Bah, a mere setback," a second medic said, bandaging a fourth wounded changeling. "Their little tools aren't going to stop us. I tell you, we would have won if Commander Camila had kept up with the rest of us. We only lost because we weren't able to attack them everywhere at once."

"I wouldn't be so sure about that. We were getting absolutely hammered."

The second medic turned. "Maybe I tied those bandages too tight. Are you saying-"

"I'm just saying not to underestimate them. Even the ponies fought us pretty hard, and those foreigners with them rolled us up. We can win, but it's going to take more than just covering the land in drones."

"Are you saying positive things about our enemy?"

"No! I'm saying it's going to take more than just physical strength. We'll need brains."

"And our Queen's got plenty. Don't worry about this little skirmish. It's hardly going to be remembered as a war once all those reinforcements arrive from the north and from home, in the Badlands."

The dissenting drone didn't argue, but Thorax could hear him whisper, "I hope you're right."

The Allies' advance first came up against the changeling line on June 9th, 1002, six days after the Everfree Offensive began. Upon first sighting it, they were stunned at the fortifications before them, though their surprise lay largely in the fact that it existed rather than in it's defensive capability. The Allied commanders met once again to discuss their options.

"Well, this is a surprise," General Vittorio said, chewing a wad of gum.

"I've only seen them destroy. I've never seen them build," Celestia noted, lowering her pair of binoculars.

"We must not let up on our attack!" Adil Al-Amin shouted. "These fortifications must not be allowed to stop us!"

"I agree, we ought to continue," Swiftclaw said. "We must keep up the advance."

"I'm surprised, but I concur that we must go on," Luna said, though with reservation. "I'd prefer that we use some artillery first."

"Our biggest guns are some hours behind us," Celestia reminded her.

"We'd be waiting a few hours for some, and a day or two for all of it," Vittorio noted. "We don't have the advantage of railroads to bring them up."

"No, we don't," Celestia said, wincing. The changelings had deliberately set fire to the railroad ties as they withdrew, rendering the railroad north of Appleoosa useless until it was repaired. "But... I'd hate to have the situation at Appleoosa reversed."

"It's war," the human general said. "I don't like it. But we have to keep going; time is of the essence."

"They have to have built them shoddily," Swiftclaw said. "They must have, they couldn't have set up a decent defense this quickly."

"You mean, like we did a few days ago?" Luna said pointedly.

Swiftclaw waved that away. "We can be at your capital in a matter of weeks if we break this. Maybe we'll suffer heavy initial losses, but once we break this crust, we can keep pushing them back."

"Crust? Is that all you would call it?" Celestia retorted. "Their lines are virtually made from that black stuff! It's like blackened concrete! They've built towers and some sort of trench out of it. It's not going to be so easy as just shooting them."

"You can't build things like that in a day and have it standing without it being some patchwork junk," Swiftclaw replied.

"I agree with the Lunar Princess," Vittorio said in his heavily accented voice. "We ought to wait for at least some of our artillery."

"The best artillery we have belong to you," Al-Amin said, "and yours are not pulled by ponies or horses. We would be waiting too long for it. And our own guns are not going to be enough to satisfy anyone. We ought to hit them before they prepare any further."

There was a moment of silence as everyone pondered their situation.

Celestia looked to her sister, then sighed. "It's clear that we've been overruled. Are you all certain of this?"

Vittorio folded his arms, but merely grunted by means of a verbal response.

"We must keep up the pressure and momentum we've built up," Al-Amin urged.

"All our sacrifice will be for nothing if we stop and wait," Swiftclaw said.

Another moment of silence.

"Then... we attack."

The Allies began their assault against the changeling defensive line. Pegasi and hippogriffs descended on the enemy forces from the sky, as humans, earth ponies, and Saddle Arabians advanced, guns firing and melee weapons being prepared for use.

The changelings responded. For the first time in the war, thought definitely not the last, the changelings showed that they too were capable of massed firepower. The air was filled with green energy, and changeling warriors in the numerous towers, in relative protection, began the process of aiming at enemies they deemed significant.

Allied soldiers fell as if scythed. The tables had turned; whereas they had been shooting changelings from the safety of trenches, now their enemy, who had rarely shown much skill at ranged combat, now fired from protection.

Changelings still fell. Some Avalonian soldiers brought their machine guns close enough to their trenches to provide a threat, and the Allies' own gunfire and unicorn energy hit many changelings. But the black material the changelings had made their defenses out of were strong enough to resist bullets and energy alike, and while the fortifications did take some damage, the Allies had been wrong to conclude that their rapid construction made them weak. The battle in the air, while going in most respects better than that on the ground, was simply a stalemate; for every changeling killed or wounded, another took its place.

Nonetheless, the Allies tried for two hours to break the line. As the changelings had, here and there they managed to fight their way into the enemy defenses.

"Avanti Avalon!" Sergeant Alessi yelled.

"Avalon! Avalon e Vittoria!" the soldiers responded, firing into the trenches at the enemy, who was finally exposed. The changelings went down like wheat, and for those who continued their resistance, a bayonet to the guts was their fate.

The company had suffered badly; Alessi could only make out two of the four men he had started the battle with, and judging by the look of the rest of the company, it was just as bad elsewhere.

"My word, what happened to everyone else!?" he burst out. He'd seen war before, but losses of half the unit?

"I think they're dead," Giacomo replied. "Or they're still pinned down," he added, with a hopeful tone in his voice.

I doubt it. But Alessi knew better than to voice that thought here. "We keep going until we can't anymore," he said. "Those were the orders."

But how much further they could go was open to question. There were more changelings coming to reinforce their lines, and they kept up a steady barrage of green fire.

"Sergeant!"

"Captain!" Alessi said, turning around and saluting.

Captain Luca Marino crouched down, looking up over the northern side of the captured trench. He was silent for a long time, even as Alessi and Giacomo fired their weapons over the rim of the trench.

"It's no good, is it, sergeant?" he asked at last.

"Sir?"

"Unless we're able to overrun the rest of this trench, I think the game is going to be up, at least for now."

"But our orders-"

"I'm aware."

Alessi thought hard for a moment. It was entirely possible that the captain had been replaced by a changeling. On the other hand, he had always been a reasonable man, and what he said was largely lining up with his own thought process.

"I don't like it, sir," he said at last. "How do I know-"

"That I'm your captain?" Captain Marino smiled. "Simple. I was there on your first day of training, when you dropped that crate full of tools on the feet of your drill instructor."

"Alright, alright, please don't go over the entire thing... sir."

"Hmmm. Maybe we'll take this trench, but I doubt we'll be able to advance any further."

That was about as far as Alessi thought the Allies would advance today as well. "Fair enough. We'll hold them here, then."

The final battle of the Allied offensive was costly; some units suffered up to fifty percent casualties in the attack. However, several sections of the changeling defenses were breached, and wherever that happened, the soldiers who had been part of that breach would fan out, wiping out the changelings to either side of the captured area.

Chrysalis knew that trying to hold this line would result in further loss and vulnerability. She withdrew from the line her forces had constructed. However, with hundreds of thousands of reinforcements from the hive either arriving or en route, she felt that she could hold the one behind that which the Allies had captured.

The news of enemy reinforcements was not lost on the Allies, who grimly recognized that their gambit to reconquer Equestria in a matter of weeks had failed. Meanwhile their intelligence services realized that the Badlands, off to the east, was where the changeling hive itself was located. This meant that their line could easily be outflanked from the southeast. In fact, Chrysalis was intending to do just that, with an army of around thirty thousand.

The Allies knew that further offensive activity to the north was no longer in the cards, and would not be until they resolved the issue.

Author's Note

My apologies. My blog for this stated that the chapters would be complete, and they are, but I decided to stagger the releases. Please forgive me, and I hope you all enjoy.

Chapter 3; The Badlands Operation

With their eastern flank in peril, the Allies knew that trying to reconquer Equestria would be extremely dangerous, if not fatal. For her part, Chrysalis recognized that the hive was vulnerable; her lines north of Appleloosa could hold off the Allies, but she had, in her belief that the war would be short and the conquest of all of Equestria certain, neglected the hive's defenses. While she had an army there, bitter experience had shown her that in a fight, the equipment of the Allies would prevail over equal or inferior numbers of changelings. She knew that around two hundred thousand Allied reinforcements, mainly from the Avalon Republic, were coming up from the south via railroad, and that these could easily be brought to bear against the hive itself. Since the vast majority of her drones were in Equestria, most either on the front lines or heading there, she could not reinforce it easily.

The Allies quickly became aware of this glaring changeling weakness through aerial reconnaissance, and moved at once to exploit it. Knowing they would, Chrysalis reluctantly ordered her drones within the hive to make preparations. She ordered them to move her throne north, to Canterlot, which would become the new capital of the Changeling Empire. She ordered that all nymphs and eggs be moved out of the hive and to Canterlot, and ponies and other races held prisoner there were to be removed and brought to the front lines to feed her armies. The hive itself was to be rigged with all manner of traps, and anything of value to be extracted; anything that could not be brought along was to be destroyed. A line north of the hive was to be constructed.

Chrysalis vowed that the Allies would pay for their desecration of her hive. But her reasons for the move weren't just military ones. Setting up her capital in Canterlot would be a major blow to the pony population under her rule; she need not tell them about the capture of her hive, and with enough work from the Retaliation Brigades, nopony would suspect it. It would feel to the ponies in the occupied zone that the changelings and their oppression would remain permanently, as the Queen in fact intended. She could also centralize her rule over the conquered lands, allowing her bureaucracy to manage the country more efficiently. As she had already given orders for changeling nurseries and brood chambers to be built in hidden locations throughout Equestria, the fall of the hive would do nothing other than provide a temporary morale boost for the Allied soldiers on the front line, something that could prove temporary once they recognized how useless their victory was.

"Come again?" Cicadellidae asked, shaking her head in disbelief.

"Queen's orders. Move the throne to Canterlot, move all-"

"I heard you the first time," she said. "But..."

"We're not required to tell you why," the warrior in charge said.

Cicadellidae, more often referred to as Cica, didn't reply.

"Alright, alright!" the warrior shouted angrily. "We're moving this stuff because those so-called Allies are going to capture the Badlands, there's your reason why, curse you!"

"But... we're changelings! We're stronger than anybody! Where are our troops?"

"Most of 'em are on the front line in Equestria. We don't have enough here right now to protect the entire Badlands."

"Wouldn't the throne cripple them?"

"Not all of them, blasted humans and their 'technology.' The Avalonians are coming, and we've got to clean house. We'll set up in Canterlot. We'll be more secure there. Plus, our nurseries are going to be more spread out, so they won't be able to kill or capture our eggs and nymphs all at once."

Cica felt a bit, well, sick, but held her peace. "How much time do we have?"

"None. That is to say, fulfill Her Majesty's order at once, and stop questioning her!"

"Got it."

Satisfied that they had fulfilled their mission, the warriors turned away.

Cica sighed. "Well, better get started. Moving all the nymphs is going to be a nightmare..."

However, the upcoming loss of her hive, as well as the Allied pressure from the south, was far from the end of Chrysalis' problems. The Yaks had not been idle; they had gathered an army of their own, and were moving southward out of their winter stronghold. They came fewer in number than the changelings, but much bigger and stronger than any, at least in terms of physical strength, and their love of destruction came with them.

Griffonstone was finally reconsidering their neutrality. If the changelings conquered Manehattan and Baltimare, they could easily cross the ocean, either flying over the short strait in the north, or by ships they had captured. They held a council among the elders, who were the closest that the land had for rulers. After much debate, they decided that their safety - and economic future - depended on the changelings being stopped. They voted to join the war - provided that Equestria recompense them at the end of it - and sent a delegation to the Allies.

The Zebra Tribes, far away in their native land, were too far away for most of them to be in favor of the conflict. A few of them, grateful to Equestria for providing medical and monetary aid prior to the conflict, promised to lend them warriors and ships, but these would prove to be a distinct minority in the war for the moment, and the distance they would have to travel would be long and dangerous.

Furthermore, the dragons were on the fence; Changeling infiltrators informed their Queen that Dragon Lord Torch was considering joining the war, though which side he would select, if any, was still up for grabs, as he took consideration with the dragon elders as well as listening to the aggressive, destructive youth.

"I say we take this chance to burn Equestria to the ground!" a young red dragon said, claws slamming onto the rock the others were using as a table. "We dragons have been holding off from major destruction for too long. If we roast an entire country, our names will be remembered and feared for the next thousand years!"

"But who are we supposed to fight, young Garble, and who would be standing at the end of the war; the Allies, or the changelings?" a white elder dragon asked.

"No one, because we should fry them both! Come one, they're busy killing each other, they won't even see us coming!"

"Even the greatest of dragons can be felled by the smallest foes," the elder remarked. "They all have legends of slaying or out-thinking us. And their weapons, especially those of the Allies, decrease our advantages in size and strength drastically. I urge the Honorable Dragon Lord not to be hasty when it comes to this war, and to refrain from rash decisions, as this would be."

"I'm not either for or against Equestria," Ember, the blue daughter of Torch, said. "But right now, they have standing armies; there are hundreds of thousands of Allied soldiers, and perhaps millions of changelings. How do we fight that with strength alone?"

"The guns the Avalonians used to defend Appleoosa make me all the more determined to remain out of the war," a second, green elder added. "We have been terrors of the world for millennia without burning the world to a crisp. I believe that we can go on as such for thousands of years more."

"Do you dweebs hear yourselves?" Garble shouted, unleashing a stream of flame afterward. Even before it had vanished, he continued, "Where's your courage, old geezer?" To emphasize his point, he poked the white elder.

"Where it always has been."

Garble suddenly felt a fist tighten around his neck as the much larger elder lifted him off the ground by his throat.

"I use my brain when it comes to courage; you, on the other claw, have shown no sign of possessing a working cranium."

"ENOUGH!"

All dragons present looked up to the giant Dragon Lord, who towered over all of them.

"This council is over. We will meet same time, same place next week. Until then, NO dragon is to engage in combat with either side. I hope I make myself clear?" To add to his point, Torch held up the Dragon Scepter, which looked almost comically tiny next to him. "And no dragon is to offer help to either side, either. End of story. For now."

Meanwhile, Klugetown, then a little-known city in the Bone Dry Desert south of Equestria, was not interested in the war whatsoever, except for a few merchants who hoped to make a profit off of the conflict. Chief among them was a young cat named Capper, who saw an opportunity to smuggle arms and munitions to the only nation both needing and willing to accept them; Equestria.

Equestria was badly behind Avalon, as were all the other participants, in terms of weapons. While they were reverse-engineering Avalonian weapons that had been discarded on the battlefield (and their human allies pretended not to notice), it was clear that it would take much time to adapt them for pony and horse use. While griffons and hippogriffs could use any human weapon as well as the Avalonians could, they too sought to build their own versions. For the time being, though, they were obviously lacking, and Equestria, nominally the largest of them all in terms of land mass (or at least it had been, before the war), was the most behind in military development. Worse, it's scientific centers had primarily been in Canterlot and the northern cities, which were now under changeling occupation, with the notable exception of Manehattan, which was cut off from the southern part of the country that was still free. Weapons from almost any quarter (excepting obviously the changelings) that were more advanced than spears, swords, and ancient guns were welcome.

"Well, well, our guests have arrived," a cat in a coat said, as a group of Equestrian officers came through the door.

There were some nasty snickers around the room.

"You contacted us first, remember?" Captain Storm Fury, a gray pegasus in the Royal Guard, reminded them. "You said you have something that would... interest us?" he added, looking slightly disgusted to be among people that he would have considered criminals back in Canterlot.

"Yeah. Heard you boys lack good weapons," a big fish rasped. "Shame, that is."

"Old swords, spears, rusty guns... entirely out of date," another said, adding some rusty laughter of his own. "Pity."

"Of course, we could... get some for ya," a mole said. "Of course, weps ain't cheap ta come by, ya know?"

"One of these deals," the Captain said, facehoofing.

"Hey, ya need 'em, and we need money," Capper said, in the very catty sort of voice he used when trying to convince someone. "We give ya good guns, you give us gold, and we all come off better."

"Crime capital of the world," Storm Fury heard one of his subordinates whisper.

"Crime?" Capper said, faking a hurt expression. "How is free trade - at the right price - a crime? Like I said, we all win."

Storm Fury sighed. "What's your price?"

"Well, first, we need to know; what do ya most need right now?" an old croc in the back asked. "Can't set a price without knowing the product, heh heh." He coughed, and then continued imbibing liberal amounts of rum.

"We're suffering, first and foremost, from a shortage of guns to equal those of our human allies. We're trying to reverse-engineer them, but we lost our best scientists to the changelings when Canterlot fell, and the boys in the southern towns just aren't as skilled or experienced, so it's going to be some months, and that's not considering our reduced industrial capacity. Our artillery is outdated as well, though perhaps less so when compared to our small arms."

"So, some rifles, maybe a machine gun here n' there, some up to date big cannons, and the munitions to go with them all," Capper said, ticking them off on the fingers of his left paw. "Am I missing anything?"

"We've also lost many of our airships. While none of them were made for war, their loss means we won't have as many to recommission for military service."

"I see. Well, now that we're aware of your needs, we can start to fulfill them."

"Just be aware that our treasury isn't as.. glamorous as it used to be. When Canterlot fell, a lot of ponies and stuff fell with it."

"Oh, that's gonna seriously impact what we can get ya. Of course, we might still be able to... work something out," Capper said.

Storm Fury facehoofed again, wondering what on earth he'd gotten himself into.

While backdoor deals were made to the far south, the war continued at full speed. Of the 200,000 men who had come up by the southern railroad to shore up the line, half were assigned to the coming offensive against the Badlands. They gathered in the Macintosh Hills and the northwestern piece of the Forbidden Jungle, preparing for the assault to come.

Their movements were detected by Chrysalis, who decided that, rather than waste her warriors, to withdraw them. However, once again her messenger was too slow; the Allies, mainly the human forces of the Avalon Republic, began their offensive on July 2nd, 1002.

"Up two degrees, right four."

Giuseppe Ricci, an artilleryman for the Republic, adjusted the big gun as ordered.

"Load!"

The 149 mm shell was manhandled into the breach, which was shut immediately.

"Fuoco!"

The gun's roar was like the loudest thunder one had ever heard, at least to those around it.

The observer watched the enemy lines with a pair of binoculars. "Long."

Giuseppe helped to adjust the gun again, and to load another shell.

"Fuoco!"

BOOM!

"Short."

Again, the gun's barrel was sightly adjusted, and another shell was loaded.

"Fuoco!"

BOOM!

"Hit! Bravo! Bravo!" the observer yelled.

Giuseppe, whose view of the enemy was obscured by the dirt piled in front of the gun, chose to take the man's word for it, and slipped another shell into the barrel. Yet another shell was soon on its way into the enemy lines.

"How much mail do you think we'll ship today?" another gunner in the same crew, Riccardo Bartolomeo, asked.

"Another hour or so of this, with maybe five shells a minute, probably 300 or 400 in all," Giuseppe replied.

"Too much chat, not enough shells, boys!" the gun captain yelled. "We need to soften them up so that the ground-pounders can go in and give those bugs what for!"

Giuseppe and Riccardo shut their mouths and continued their work.

Explosions. That was what Scarab would remember that day, among other things. The distant thunder-like sounds, the whistling, the sound of incoming death, the roar as the falling explosives detonated, and the screams of wounded and dying changelings.

He sought shelter behind some rocks. A withered tree had grown up out of them, and provided some cover as he looked toward the mountains. Bursts of fire from them illuminated the skyline.

"We're getting hammered!" another drone cried out, as more explosions tore up the Badlands around them.

"Shut it!" an authoritative voice yelled.

"Commander Aphid!" Scarab said, turning around. "Do you want us to go and take those... things out?"

Commander Aphid looked carefully at the mountains. "I'd love to do just that. But our scouts said that those mountains are crawling with humans and their guns. I don't think we have the numbers."

"We could sneak in and-"

"Won't do any good. Their language is different from ours, and we haven't got enough infiltrators and interpreters trained to use it ourselves. And they don't have a whole lot of ponies with them."

"We're the Mandible Guard! We can handle anything!" another drone said.

"Then why are you all cowering behind those rocks?"

Scarab sighed. "But what else can we do?"

Aphid looked directly at him. "Not a whole lot."

"So you think the humans are going to come soon?" the second drone asked.

"Wouldn't be any reason to hit us so hard with these things unless they were," the Commander said, adjusting his helmet. "I don't know how long we'll be facing... this, but they have to have a limit to how many they can shoot at us. After that, they'll be coming. Make sure you all remember how to aim; I'm not tolerating bad shots."

Lorenzo Capello advanced with the rest of his company down the hill as the entire army advanced; for miles to either side, all one could see were Avalonian soldiers moving down from the mountains and into the Badlands, a few ponies, mainly unicorns, among them. Green-uniformed men were pushing forward, rifles at the ready, as their artillery continued to pound the enemy positions. A human wave was trekking out of the mountains, ready to overwhelm anything that got in their way.

For some time, the cannons continued their fire, with explosions rocking the desert ahead. Hopefully, this barrage would leave the enemy lying dead or senseless, and the Republic's army could push ahead.

A few minutes later, however, the artillery fire stopped. By then, most of the brigade was on the level ground of the Badlands desert, and the enemy could been seen.

The changelings did appear to have been badly rocked by the bombardment, but many got up almost immediately after the explosions ceased, and their green bolts of fire began to pierce the air. Men began to fall onto the dirt, screaming.

Most of the others in the front line raised their rifles in response and began shooting as they ran. Most of their bullets missed their targets, but the air was full of lead, and at least some of their shots were hitting changelings. Even those that weren't making contact with chitin were making the enemy to keep their heads (which were, incidentally, connected to their only ranged weapon) down.

The Avalonian force continued to advance. Some of their batteries back on the mountain began to fire again, giving the enemy the grim choice of staying in cover and risk being blown to pieces, or else come out of cover and become even more vulnerable.

Some of the enemy did the latter... and were shot by soldiers too happy to be shooting at changelings that were out of cover. The majority kept tight in those places that did offer cover, but there had been too little of it to begin with, and the artillery was focusing on those areas.

Lorenzo stopped and fired. The changeling he was aiming at fell, though given that a bunch of other soldiers were shooting at it, he was never sure whether his shot was the one that took it down. Nevertheless, he gave a holler and rushed forward.

Soon enough, with the men approaching the enemy line, or more accurate what was left of it, the artillery ceased fire, and not long after that, it became a close-quarters fight. The changelings didn't have enough warriors to stop the tidal wave of Avalonians.

Is victory in sight? he wondered.

The Avalonians smashed through the unprepared changeling line. The defenders, their lines torn to shreds, tried to pull back, but the retreat was uncoordinated and the human soldiers took every opportunity to put their rifles to use. Out of thirty thousand changelings, less than five thousand would escape. The Battle of the Macintosh Hills was a stunning Allied victory.

The Allied forces swung to the north as they moved, brushing aside further efforts by the changeling forces to halt them. Before long, the hive itself was in view.

Perhaps the Avalonians were too hopeful. While the extraction of all useful elements was not quite completed, all nymphs and eggs had been successfully evacuated, along with all love supplies and the throne. As the Allies approached, the changelings set about destroying everything they were unable to take with them. By the time they withdrew, nothing was left but ash and melted slime. While the hive structure was intact, along with the stairways and various spatial doorways, there was nothing the Allies could use to gain any real knowledge about the changeling hive or how their society worked.

Getting into the hive was actually more exciting than its occupation. The various doorways in it had a nasty habit of popping in and out of existence. After several soldiers nearly lost parts of their bodies, the generals in command had had enough, and used artillery over open sights to blast open entry points.

As noted before, once inside, there was nothing worthy of salvage inside.

Lorenzo walked slowly into the hive, alongside his comrades. Black ceilings and gray walls were all he could see.

"Where are they?" someone else asked.

"Shut up!" one of the sergeants said, in a kind of whispered shout. "They're probably still here, just waiting to ambush us somewhere deeper in."

But no ambush of any kind took place, not even when, hours later, the Avalonians entered what was obviously the throne room.

By this time, the suspicious sergeant from earlier was beginning to doubt his own assessment. "Can't have just abandoned the whole place, can they?" he whispered, voice full of bewilderment.

By the time the day was out, there had been no attack by enemy forces. Other than those floating, sometimes present, sometimes disappearing doors, there was no real threat of any kind.

"This is their home, for crying out loud; why aren't they protecting it?" another soldier asked, as darkness began to fall and candles came out.

"I have no idea," the sergeant said. "You'd think that an enemy so evil would defend their home to the death, but there's no one and nothing here but us."

A pony - one of the unicorns sent with the force for anti-infiltration duties - ran up to the sergeant and began speaking in the Equestrian language. The sergeant replied in the same tongue, not sounding impressed.

"What did he say, sergeant?" one of the men asked after the pony walked away.

"He said they've looked everywhere, and not only are there no changelings, there's no food or drink or books or personal effects or... or anything. Just burned out mush."

"I hope he's wrong; we'll need food soon."

"Our supply lines will manage to keep up. The generals will make sure we're sent somewhere useful. In the meantime, get comfortable, boys. Looks like we'll be staying here for a while until our orders catch up with us."

While disappointed at the lack of loot or knowledge that came with their conquest, the Allies nonetheless announced the fall of the hive, which boosted morale along the front everywhere. The effect on the changelings was relatively minor, with some minor morale loss here and there, as all important things in the hive had been taken out or destroyed before it could be captured. Chrysalis merely made a promise to retake it as soon as possible.

In the meantime, the changelings fed on their conquest. There was indeed a need to do so. Chrysalis had made sure that she and her people laid as many eggs as possible in the years after she became Queen, right up to the point where she had unleashed her coup against the former pony capital. Egg-laying had been prioritized almost as much as gathering love. This process had worked well to get her enough troops to overwhelm Equestria, but it also led to a big problem. The hive needed food, which is to say, it needed to take love from ponies and from any captured or convenient source. The more changelings were hatched, the more food the hive needed.

This issue had been taken care of for a while after the conquest of northern Equestria. Millions of ponies had been imprisoned, and many, many others enslaved and serving as erstwhile snack sources in between their enforced duties. But Chrysalis now realized that a quick victory was not in the cards, and she would need as many warriors on the front line as possible. She and her hive would need to continue to lay eggs at the same rate that they had for years, and the future population would need even more food.

The Retaliation Brigades had yielded some; some rebellious ponies had been captured, and these were drained of their love with a vengeance. But the few thousand or so ponies who were captured would not be enough.

Chrysalis made a decision. She needed more warriors at the front line. While hundreds of thousands were forming a new line north of the Badlands to halt the Allied advance there, she needed more warriors than ever, as the battlefront was growing to an unprecedented scale.

For hundreds of years, changelings had grown up being taught that the hive and the Queen in particular were of greatest importance. Their education was largely in infiltration, reading, writing (these two largely to allow changelings to impersonate those ponies they replaced), and in loyalty to the Queen. Nymphs were encouraged to take from and bully other changelings to encourage dominance over their weaker peers and aggressive behavior toward "prey," which meant just about any other species. A nymph usually took around twenty years to grow into a fully adult changeling, about as long as a pony or any other species that built a civilization on the planet, which meant that it would take a very, very long time for the nymphs that came from the eggs to become full warriors and infiltrators.

At least, that was the normal case. For one egg, royal jelly was used to change a female nymph into a Princess changeling, essentially creating a successor for the incumbent Queen. This had no effect on how long it took the Princess to grow up, but would extend her life indefinitely and give her power over other changelings.

The Queen began to suspect that royal jelly could be altered to serve other purposes, as could the eggs themselves. As she already had a daughter, Princess Metamorphosis, there was no succession problem, but perhaps royal jelly, and changeling biological aspects, could speed up the growth process to make more warriors in a shorter amount of time, and perhaps the genetic code in the eggs could be changed so that other classes of changelings could be made; perhaps a bigger, stronger warrior, or with greater ability to use energy.

Chrysalis set her most intelligent and knowledgeable drones to work on the issue. She then turned her attention to what she had evacuated from the hive. She tore down Celestia's throne and put her own in its place. She set up brood chambers within the caves beneath Canterlot, where she had imprisoned Princess Cadence, along with constructing others in spread out locations around the new empire.

While the front was expanding to the south, she began to receive reports from scouts to the north that a horde of thousands of yaks was approaching from the northwest, from their frosty homeland.

It was hardly something that she relished. She had maybe one million, two hundred thousand warriors and infiltrators at the moment, almost all concentrated in the south. Those few that were not on the main front were in Retaliation Brigades that were hunting down and punishing resistance. She could hardly part all these brigades from their purpose, as that would mean that the ponies would have more liberty to revolt and inflict damage upon, not to say overthrow, the empire she was trying to establish. Hundreds of thousands would be ready to be added to the ranks by the end of the year, and she would receive thousands of reinforcements daily as changelings reached adult age, but she required them in the south, as the battlefront grew and grew and more Allied forces arrived. Other than a few broods of these newly adult changelings, that left the Retaliation Brigades in the north as the most reasonable force to stop the yaks.

She gathered half of them at her new capital, and ordered them northward to halt the enemy by any means necessary.

Author's Note

Was hoping to try to envision Capper as a kind of Lando Calrissian. You be the judge on whether I succeeded or not.

Chapter 4; The First Northern Campaign and the Great Buildup

The yaks were confident of their strength, despite the enemy numbers. While their arms were ancient, they were capable of doing incredible damage; each yak was equal to a dozen or more changelings in melee combat, and their hooves, just as hard, unfeeling, and unbending as those of ponies and other species, could be used as though they were spear-tips to skewer foes. The axes they also wielded, along with their horns, were also incredibly dangerous.

The changeling warriors in the Retaliation Brigades sent to stop them numbered around fifteen thousand, the enemy between four and five thousand. While not overwhelming compared to the millions of changelings and Allied soldiers gathering to the north, the yaks were numerous enough to cause some considerable problems if they were left to their own devices. If they linked up to rebel forces, they could prove to be a very dangerous threat.

Chrysalis sent one of her best, now promoted to general, to stop the enemy's advance. Commander, now General, Aphid had survived the slaughter in the Badlands, as had the best of the Mandible Guard, and was commanded to stop the enemy by whatever means he had at his disposal.

Aphid worried about the size of the forces involved. He asked for forty thousand reinforcements before he left Canterlot, but was told bluntly not to expect them by the Queen herself, who reiterated her orders to stop the yaks.

Aphid was not impressed by the warriors he was sent to lead. They had had no experience with the blood-letting down south, and while the few other Mandible Guards who had survived accompanied him, they were reduced to a few hundred, and, while none of them let on, he rightly concluded that they were deeply shaken by their defeat in the Badlands, and by the loss of the rest of their comrades.

Aphid wasn't as much of an arrogant and aggressive warrior as most of his colleagues were. Various battles against wildlife, in particular one fight against a bugbear, had toughened him at the same time that it made him more cautious and wary, and he was not going to just charge in without proper knowledge of his enemy.

"How much do you know about their force?" Aphid demanded. "You have sent scouts to keep track of them, haven't you?"

"Of course we have, Command- I mean, General. Do you think we're idiots?" the drone in front of him asked.

"By the way you're thinking that this is just going to be a stomp, I'd have to say yes," Aphid replied. Ignoring the hurt look on his subordinate, he demanded, "And? What did you find out? Spill it!"

"Y-yes, sir. Just about the entire adult population of Yakyakistan is on the march, or so it looks like. They're out of their mountains and on the plains at the moment. They're heading straight for Galloping Gorge."

"From there, they could head right for Canterlot," Aphid thought out loud. "Continue."

"We've tried to infiltrate them, like with the ponies. Only..."

"Let me guess... it didn't work?"

"No, sir. They can speak our language, but only in broken fragments, and they use a different language among themselves."

"Same problem as with those humans. Well, did any of those infiltrators survive, and did they learn anything?"

"Not a lot of them got out alive, and most of those who did weren't able to understand what they said. One though... One got out before they discovered him. One yak, apparently their prince, was talking about battle tactics."

"Their leadership is with them?" Aphid asked, intrigued.

"Apparently. What they were drawing was too clear, even with our differences in language, to misunderstand."

"Well, what is it? What are their plans?"

"They seem to expect us. It looks like they intend to meet us head on, breakthrough, and then just crush our line from north and south."

"Hmm, not the worst plan under the circumstances." Aphid looked seriously at the drone. "You didn't try stopping them before now, did you?" he asked, expecting the answer to be a negative one.

The drone looked most unhappy.

"You're telling me you fought them, when I distinctly sent orders not to!?!"

"I... well... I wasn't the one who... Commander Formicidae told us to..."

Aphid facehoofed. "Tell me what happened," he said in a very cranky voice.

"Commander Formicidae had us try to fight them when half our our force was assembled. He wanted to fight them at the base of the mountains. We tried to halt them."

"You failed, obviously."

"Y-yes." The drone's eyes seemed to focus on something beyond Aphid, who recognized the look as the same one that survivors of the Mandible Guards bore at times. "They... They just... ran over us like runaway boulders, sir. I saw them... once or twice they had one of us stuck on each horn, like ponies do with those gooey treats of theirs on sticks. I saw them slice our drones in two with axes, stomp us into the mud and crush us like twigs, even stab us with those pointy hooves of theirs, just stab them and keep their hooves in the wound for a few seconds, then shake the drone off like they were nothing... O-one of them got hold of one of us and r-r-ripped him in half..."

"...How many did we lose?"

The changeling general realized that the drone had wandered a few feet away, and was currently vomiting into a bush. When he was done, he looked quite sick. "S-sorry, sir," he said. "It was just that terrible."

Aphid sighed. "Great. Now, how many did we lose?"

"About three thousand, sir. The rest of us got out of these real fast after Commander Formicidae was hoof stabbed and then trampled by those... things..."

"So my command has been reduced to twelve thousand. Wonderful. And the odds weren't good to begin with; now I have to deal with an army that's been beaten into the mud."

"I'm truly sorry, sir."

"No help for it now. When did you get that intelligence on their battle plan?"

"A day after the battle. We weren't able to take advantage of it."

"We will now. Any weaknesses you noticed in the enemy?"

"Well..." the drone looked distracted again for a moment, but then vigorously shook his head. "They seemed to catch fire a lot when some of us shot them, due to all their hair, but with all the snow around, it came to nothing; all they had to do was roll and the fire would be gone."

"Hmm." Aphid tapped his chin with a hoof. "You're relieved of command, uh..."

"Apis, sir."

"Right. Well, as of Her Majesty's orders, I'm taking command here."

"Good. I'll be glad to be rid of it. It's been bedlam, trying to get everyone back into shape while avoiding those fiends."

"At least you haven't gone plain nuts yet. You're going to remain by me for the moment, seeing as you seem to know the most out of any changeling here about our enemy."

The yaks, their morale soaring after their victory at the base of the mountains, thundered onto the plains of northwestern Equestria. Their army was moving fast, and it seemed that the north of Chrysalis' empire was in danger.

It made little difference to the enslaved population, though; the changelings completely covered up their defeats in the war, telling outright lies, and making it appear as though they were invincible. While some rebels still persisted and knew the truth, they had the worst of uphill propaganda battles to wage, fought on the most uneven of terms. Even the Allies didn't know precisely what happened until much later.

Regardless, the changelings knew, and the Queen was not happy to hear about Formicidae's defeat. Most changelings thought that the Commander had been fortunate to die on the battlefield, because he would have had to face Chrysalis' wrath himself.

Frustrated, the Queen considered taking another forty thousand changelings away from the front line in the south and sending them north. However, the Allies continued to build up in the south, and that front took priority over all others. She chose to send the next batch of fully grown changelings north. However, they wouldn't be ready for about a month. Aphid would have to stand or fall with his current army.

The changeling general, however, was far from helpless. He was forming a plan of his own. By now, his army of twelve thousand, two-thirds of which had not been engaged in Formidicae's battle, was recovering, and its morale growing. Those who had experienced the battle were strengthened by their fellows, and they were largely ready for another fight.

Aphid noted that the yaks were covered in thick coats of hair. That was an advantage in their homeland, which was constantly covered in snow, along with either armor or covering on their backs, the latter of which gave them even more warmth on bodies over bodies that were designed to keep heat.

Aphid set up a battle plan intended to take advantage of those weaknesses in the enemy forces.

"They're coming down toward our current location. My guess is, they'll be on us the next day."

"What do we do, sir?"

"I'm getting to that. We haven't been able to infiltrate them directly, but we've seen some pegasi and a few unicorns and earth ponies with them; we suspect that they escaped from our initial conquests, and have been integrated into their army."

"Rebels. Slaves that rebelled against their natural masters. They'll pay for that," another drone said, in a hungry sort of voice."

"Well, we'll deal with them when we've won. Anyway, we have managed to impersonate some of these ponies, and according to our infiltrators, the yaks are intending to bull through our forces and keep going to Canterlot."

"As if nothing else important could be captured of importance," another changeling noted with contempt.

"Makes sense, though. Take back the capital, and the ponies under our rule will have hope that they can stand up to us. We have to prevent it. We know from our infiltrators that they intend to fight this battle the same way that they fought against Formicidae and his force. They're expecting a battle on the ground, and to eradicate our army here. They're pretty confident."

"They have reason to be," Apis, now a Commander, said. "They're brutally strong, and if they get into close quarters-"

'We'll be avoiding that. Formicidae seemed to have forgotten the fact that we can fly."

"He actually had a reason for that, sir. Our wings are thin, and, without feathers, like those of the pegasi, couldn't stand very long against the cold."

"We're not in the freezing mountains now, and we'll be able to fly quite well. We're not going to be fighting in close quarters if we can avoid it. We'll be shooting them instead." He poked his own horn, which, for emphasis, he forced to glow green for a few seconds.

"Furthermore, we know they like breaking things. We'll build trenches in front of them, and fill them with dummy changelings. Meanwhile, we'll be hiding in the forest just north of the gorge and south of that fake trench line. When they reach it and begin wrecking it, half of us will come out, flying, and start shooting en masse."

"Our beams won't be that accurate if we're flying," Apis noted.

"But we'll have twelve thousand changelings shooting them, from the ground and the air. If we miss every single shot, then either we don't deserve to win this war, or the enemy has some kind of defense we haven't seen before and that we have no evidence for. We'll leave them in an undesirable and unwinnable situation, whereupon their only choice will be to either surrender or die."

"Or escape," Apis noted.

"Are you challenging the general?" another changeling demanded in an angry tone.

Aphid waved him away. "They might do that, but if they do that, their whole attack comes to nothing. We can win this, and we have to. With those yaks as prisoners, we could feed many thousands of changelings. We also have to stop them from messing up Her Majesty's plans, and from fermenting rebellion in our empire, and it is our empire. No prissy ponies or big, stupid yaks, are going to change that now."

The yaks, lead by their Prince, Rutherford, did as they had planned. The next day, their thundering herd charged directly at the fake changeling defenses, breaking into them without any trouble. It became quickly obvious that the dummy changelings were just that.

The Prince ordered his army to stop all that they were doing, which was the discriminate destruction of everything in sight. As the yaks and their pony comrades looked around, confused, they realized the deception for what it was.

Rutherford ordered his army to reform. Aphid, in the forest, gave the order to begin the attack.

The twelve thousand strong changeling army emerged, on the ground and in the air, and ran forward. As Aphid had ordered, they did not try to engage in melee combat, but ran or flew around the yaks, firing green energy at the enemy.

The yak army was in a bad position. They had only two choices; charge, or retreat.

They hadn't come this far just to be pushed back into the mountains. That was the rationale behind their decision to fight it out, as later yak historians would assert.

The Prince ordered his army to charge. in the meantime, the unicorns among the force attempted to shoot down as many changelings as they could, and pegasi flew up to try to hold off the enemy. However, there were maybe nine hundred ponies, in addition to about seven thousand yaks, and they were almost evenly split between the three pony tribes. That meant that no more than around six hundred in this invasion force were able to counter the flying foes, a major disadvantage.

Aphid had wanted to avoid melee combat, and he had given express orders to avoid it wherever possible. The changelings on the ground would dodge out of the way as the yaks charged, while the ones in the air would continue their onslaught of burning plasma. The pegasi were overwhelmed early on, and the unicorns were quickly targeted by the massed volleys of the changeling warriors.

Occasionally, the yaks would catch some changelings, which usually led to the immediate deaths of the drones involved. But overall, the ground force managed to avoid the yaks, if barely, and the fire of the aerial changelings had their intended effect. One yak after another fell to concentrated fire.

When the unicorns and pegasi were either dead, captured, or in retreat, Aphid gave the command for some of the aerial detachment to descend on individual yaks and try to overwhelm them individually. The yaks, being the enormous size they were, and with their limbs too short to brush aside every changeling that landed on them, were not in overly great danger of enemy fangs penetrating their fur, but the changelings weren't just biting their enemy; they were setting them on fire from point-blank range with their magic.

The yak army was in shambles; its preferred tactic of crushing the enemy in close quarters was nullified, and they now had no anti-air defense. One by one, they were succumbing.

The Prince realized this, and knew that, as things were, there was no chance of victory. Without sufficient defense against air attack, Rutherford commanded a retreat.

The battle had lasted all day, and despite the fact that the changelings had forced their enemy to retire, they were in no shape to immediately capitalize upon the yak defeat. They had exhausted their supplies of love during the battle, with the result that every changeling was starving and unable to give chase. They had lost about a thousand drones during the battle, but the Allied army had fared much worse; almost the entire contingent of ponies among them were lost, with the few who were captured being cocooned and sucked dry of their emotional energy. Around eight hundred yaks had fallen, with about three hundred others tired out and captured.

The battle had not been the decisive win that Chrysalis and Aphid had wanted, but it was a win, and the yaks, humiliated and dispirited by their failure, chose to retire to the foot of the mountains, where the cold would help to stop further air attacks by the changelings. They did, however, send a delegation to the Allies by sea, via the North Luna Ocean, requesting assistance, especially in the field of dealing with flying changelings.

With the immediate northern threat having receded, Aphid was free to send most of the Retaliation Brigades back down south to Equestria, to continue fighting rebellions. The changeling general was not fooled by the yak retreat, though; they were only regrouping, and would eventually return once they had, or thought they had, an adequate defense against changeling tactics. As such, he intended to keep an eye on them. He calculated that they would take at least three months, and more likely six or seven, to make a comeback. By then, he would have an army of fresh changeling warriors.

Meanwhile, griffon warriors began to arrive on the front in early August. Although somewhat more numerous than the hippogriffs, they were still not available in numbers that would give the Allies an overwhelming advantage.

The battlefield itself had expanded; by this time, it had stretched from coast to coast. The war was now on a scale as of yet unseen in the world. From coast to coast, the continent was torn in two by the ragged lines of trenches, stretching out further than the eye could see. About seven hundred thousand Allied troops, with more on the way, were now facing around one million one hundred thousand changelings, who were receiving reinforcements as Chrysalis began something that would become a hallmark of the war; speeding up training of the changeling youth and throwing them into the battle line.

This practice started as a onetime effort to increase the numbers available to the invaders. The Queen needed numbers to fight the Allies, changeling biology, toughness, strength, and ability to switch form notwithstanding. However, by this juncture, the Allies had turned their makeshift measure of spreading unicorns among all their units into a permanent one. This basic measure was effective at once, and further inspections of the army and logistics troops rooted out thousands of changelings. The effect was to starve Chrysalis immediately of intelligence, and of opportunities to replace Allied commanders and common soldiers in order to weaken their resistance. The Allies didn't yet know that the changelings could disguise themselves as literally anything, but in general, as it was people of various species the invaders were impersonating, and as the Allies made regular sweeps of their army to find them, it made their task all the more difficult.

Meanwhile, a Saddle Arabian naval detachment had blown up the railroad bridge to Griffonstone, and remained in place to blockade the gap. At Manehattan, the situation, at first thought desperate, was now stabilizing. Although partly cut off from the free areas of the country, ships and pegasi - once inspected to ensure that no impostors were present - brought news and orders from Allied Command. With anti-infiltration units set up, and with a major military presence, made stronger once an Avalonian destroyer detachment and an armored dreadnought arrived, it was determined that the city, if kept supplied, could hold out indefinitely, as could Baltimare.

On the small continent of Avalon itself, the war was a distant affair. While the human population was isolationist, it still partook in world commerce; given that it had a history as a merchant republic, it could hardly be otherwise. While most citizens remained in their country, which was a mix of plains and mountains, it was obvious, within the Senate it was obvious that the fall of Equestria would mean that the world would be thrown into instability.

Although humans weren't all that well known in Equestria, they were responsible for many inventions that took hold there; nail-on horseshoes, saddles, bridles, reins, carts, and other things. They kept up communications with Canterlot via their trade post in the Farthest Reaches, just northwest of the Caves of Conundrum, and in smaller posts within Vanhoover and Tall Tale, both of which had fallen to the invaders. The world economy would be in a major state of imbalance if Equestria fell, not to mention the loss of capital.

But it was not economics alone that drew Avalon into the war. The information the Allies had on the changelings made it obvious that their only interest was in serving their Queen. Their only relations with other species was that of conquest and enslavement, and to use the subdued peoples as food sources. The Avalonian people, independence, faith, and family-minded, were in sympathy with Equestria from the start. Their isolation was partly due to their origins rather than active hostility to the rest of the world, and the attitude and actions of the changelings, news that flowed during the days of early build-up, only confirmed the evil intentions of the invaders as a threat to all civilization. If left unchecked, the changelings would try to take over the world, including their Republic. Money was a consideration, but not the only one; heading off a future invasion played a bigger part, as did another reason.

Celestia had made visits to the Republic in the years before the war. She had, despite being an absolute ruler (something the Avalonians weren't fond of), charmed all that she had met there, and as a result the news of her near-capture had further inflamed the people, including the ruling consuls, the three most powerful men in the nation. The Senate had voted to unilaterally declare war on the changelings, and the papers began to churn out stories - more true than not - of changeling atrocities as they ravished the northern half of Equestria. This news, in turn, enflamed the citizens, who flocked to recruitment centers in droves.

One thing that was undeniable was how industrialized the nation was at the time; while Equestria was in the process of beginning industrialization, and the Saddle Arabians experimenting with it, the Avalonians were far ahead of other nations in terms of technology and warfare. Their weapons were far in advance of those of the other nations, something that became extremely obvious once the Allies began to mix on the front lines. The Republic was willing to help the other nations to catch up, but it was anxious about doing so; such weapons as it gave and helped to make could be used against them in the future, after all, and to give power to would-be dictators.

With that in mind, the Military Consul of the Republic, Adamo Mariani, met with Celestia in August, in the large military base the Republic was in the process of building in the Farthest Reaches.

Celestia gave a bow. "Consul Mariani," she said, a smile on her face. "It is wonderful to see you again."

"Sono contento di rivederti pure, principessa dei cavalli," the man replied in Italian, smiling.

Celestia giggled. "That mistranslation was funny the first time we met; I think the proper word is cavallino."

"Perhaps," the consul replied. "It was hard to tell the difference, though, between you and the Saddle Arabians."

The Solar Princess laughed. "Well, my subjects would disagree. Do you have any tea about?"

"We do. A home-grown brand that we've just began to ship to the poor marmittoni in the trenches. If you'll follow me..."

Both leaders, each accompanied by two guards of their own people, walked further into the camp. Three large dreadnoughts were just offshore, accompanied by dozens of steam-propelled trading ships with tall smokestacks. Men were unloading crates, mostly by hand, but also with the help of a few makeshift cranes. Stacks of rifles and crates of ammunition were everywhere. Artillery was kept free of blowing sand and dirt by the cloth stretched over it as shells were, with the utmost care, loaded onto railroad cars to be transferred to the front.

"You came prepared."

"We had a lot of material stored away. We had a civil war about twenty years ago, and people don't forget that, not in a hurry."

"I was sad to hear about it then, and I still am. Your weapons development between then and now is... surprising."

"Let's say that the war opened the possibility that others might attack us while we were considered weak."

"I believe that friendship is stronger than all the hatred in the world, including that which we face."

"Then you wouldn't be here to ask us for weapons."

"I think that the changeling leadership makes peaceful dialogue impossible at the moment. I cannot allow my subjects to be enslaved while we talk things out. War is the only recourse. I do, however, intend for the principles of harmony to continue to rule, including that of friendship, once the war is over and the Queen overthrown."

"Can they even live without a Queen? I was told that they are a mixture of insects and ponies."

"I... don't know. We can deal with that once we've managed to defeat them."

"And after that, what then? Are we supposed to act like all is the same as it was before?" The consul stopped in front of a big green tent. "You and yours first, old friend."

"Thank you," Celestia said, bowing again in gratitude. She walked inside and laid down upon a pile of cushions that had been laid out for her. Her Guards stood to either side of her.

"Don't mention it." Mariani sat down on the ground, his green cape whirling slightly as he did so. "Prendi del tè dal nostro illustre ospite, vero?" he said to one of his own guards.

The man nodded, and left the tent.

"Now, down to the purpose for our meeting. As great as it is to see you again, mio caro amico, we did not meet for old times' sake. You wish that we help you in engineering your own rifles, mitragliatrice..." He stopped. "I think 'machine gun' is the term I'm looking for. Anyway, you want those, and artillery worthy of the name. But how do we know that the other powers will not use these against us when the war is finished?"

"Equestria will not do so, that I assure you."

"I know that. I trust you. I do not, however, trust the Sultan of Saddle Arabia to not use our... gifts, responsibly after the war. Or the griffons, who live in poor conditions, and who would now have the opportunity, with advanced weapons, to expand to bully others, or, perhaps worse, to sell them to the highest bidder. As for Queen Novo, I do not have experience with her, but-"

"I must object; Queen Novo is not an aggressor."

Consul Mariani looked hard into her eyes. "I trust you, and I think we can trust her... so long as she lives. But she is not long-living, as you and your sister are. How do we know that her successor will share her traits?"

"I assure you, I trust Novo's heir."

The man shrugged. "Alright then. What about the others? How can we expect them to use the guns we give them and teach them to make responsibly after the war, assuming we win it?"

"I... don't know. And I think you have legitimate concerns. But the truth is, we will have an easier war if we have rifles and cannons as good as yours. Ours is the biggest of the forces in the field-"

"Perhaps for now. But we're still bringing up our men, We may we outnumber you."

"Nevertheless, ponies are the biggest Allied contingent in the field at the moment, and, sadly, with the worst armament. With Avalonian aid, we can turn that disadvantage around."

"That will probably persuade my fellow consuls. But my job is to deal with military concerns. Including potential future ones. I know that not all in this world are so trustworthy. I fought in a civil war lasting three years. I've seen terrible things. I know what its like to see my family's home destroyed before my eyes, their vineyards and those of our neighbors burned, and innocents dying. I've seen cities half destroyed, and fleets offshore sunk. I don't want some foreign country having the chance to revisit those terrible things upon us."

Celestia sighed. "I can't make promises for parties that aren't present. You know that. What do you want me to do?"

"I want a non-aggression pact between all participating powers, including the cambiando quelli, to go into effect when the war is over, all nations of the world agreeing to keep the peace for at least that time. Long enough for the new generation to get used to peace again."

"I'm willing, and I'm sure my sister would be willing, to agree to that, but I can't force the other nations to do so. In the meantime, please, help us. We need guns like yours for our troops, and we need them badly." Celestia looked down at the sand. "I have rarely been so afraid for my people as I am now. Half... half of my people are enslaved or... or worse," she said, her voice breaking. "I... I want them free. I want the rest of my ponies to remain free. And we need arms for that." She levitated a tear away from her eye. "Please, at least agree to arm them."

Consul Mariani sat still for several seconds, saying nothing and betraying none of his emotions.

"After our civil war," he said at last, "my people wanted security. We made bigger and greater weapons than we ever did in the past. Our traditional isolationism was seen as our only earthly means of keeping us safe from the next external threat. We built fortresses, and even more weapons, to counter any species that could think of fighting us. Given our... unusual origin, we have a fear of the outside, all the more increased by that terrible war."

Celestia said nothing.

"We were afraid to trust. Many still are. But I think most of us want to trust again. I believe the majority want to come out of their collective shell. I think that winning the war might help that." The consul raised a hand to his chin, scratching it in deep thought. "I will give our men the approval to begin giving your ponies the weapons you need, and the help to reconstruct them. Only your ponies, though."

The Princess let out a breath that she hadn't realized she was holding. "Thank you. I'm sure we can work from there."

"Yes, I'm sure we will. Along with the price the heads of the merchant families demanded we work out."

Celestia chuckled. "That, my sister and I can agree to. So long as its reasonable; our treasury is... mostly in Canterlot, an therefore not at our disposal, but we still have some gems we could mine and give to you instead of bits if you're amenable to that."

"I would be, but I must check with the other two consuls before doing anything, the consuls of Civics and Economics. I believe they'll agree to it, and the Merchant Council will probably have no objection, provided the shipments arrive on time."

At that moment, the soldier Mariani had sent to get tea came back, holding a plate with a steaming teapot and a couple of blue-patterned teacups.

"Grazie. Sul tavolo, per favore," the consul said, waving.

"Si, certo, signore." The man put the plate down and saluted. "Al tuo ordine."

"Alla tua stazione."

"Si, Consul." The soldier took up his position, opposite that of the second Guard.

Mariani filled Celestia's cup and his own. They clinked their cups together. "To your good health, amico."

Together, they drained their tea, Celestia sipping hers while Mariani just drained his.

Another green-clad human soldier rushed in.

"Che cose?"

"Consul, una nave sconosciuta è all'orizzonte."

"A ship?" Celestia said, knowing a little of the human language.

"Si," Mariani answered, frowning. "Sei sicuro che non sia uno dei nostri?"

"Si, signore."

"Hmmm. I think we should go and see this for ourselves." The consul lifted himself up off the ground and headed out.

"Wait for me," Celestia said, taking the chance to pour herself another cup full of tea before leaving.

The yak delegation had arrived. After being thoroughly scanned, they were welcomed into the camp. Their news, however was hardly that which the Allies had desired to hear. The yak army had invaded changeling territory and had been repulsed after an initial success. While Celestia and Luna hadn't been counting on the yaks, their defeat was nevertheless depressing to hear of. They were also yet another party asking for Avalonian weapons.

Mariani was even less sure that the yaks could be trusted than the griffons, given their aggressive tendencies. However, a secondary front to distract the changelings was not to be scoffed at. Keeping the enemy from bringing their full strength to bear in the south would help the Allies there immensely.

General Vittorio sent a telegram, which arrived just after the yaks had landed. He said that offensive action to the immediate north of Appleloosa was out of the question for the time being without massive numbers of fresh troops, and informed the consul about the arriving changeling reinforcements. Vittorio and Mariani were both veterans of the Avalon Civil War, and had grown to trust one another as comrades during that conflict. If he said that the odds were against a successful attack on the front, then Mariani believed him.

The changeling tide, though pushed back slightly, had not been stopped, and the fighting in the north had merely distracted them for a short time. No permanent, decisive victory had been accomplished by the Allies; the enemy advance had merely been halted, the fall of the hive being an empty triumph. Now it was to be a slow, grinding contest, to see which side could hold out the longest.

Chapter 5; The Autumn Offensives

The Allies and the changelings were deadlocked across hundreds of miles, staring each other down from their defensive positions. On land, it appeared as though further attacks against the hive's forces would be futile, or even counterproductive. In Manehattan and Baltimare, the changelings were held off by determined militias and by naval support. Although this was encouraging, the enemy was hardly trying their luck on these fronts, as the main effort was in the south. Chrysalis had millions of ponies to use as living food supplies, and her grip on northern Equestria was growing tighter each day. The Allies couldn't just afford to sit and wait.

The one area the Allies held total supremacy over was the sea. The Avalonian navy's dreadnoughts, destroyers, cruisers and battlecruisers were virtually unassailable by the changeling horde; they carried copies of the same weapons that had torn up changeling air attacks in the Battle of Appleloosa, and their fifteen and sixteen inch guns could shred almost any building or position. Bombardment of changeling defenses at Manehattan gave a boost in morale for the city's defenders; the same effect was achieved at Baltimare, where a local changeling commander had been marshalling his forces all too openly to attack the city.

However, it was obvious to the changelings that the ships could not traverse land, and when the Queen heard of these disastrous events, she gave orders for underground bunkers to be built in areas near the sea, and for any movement to take place at night, when Allied observers could not see them so easily or relay their positions accurately. Moreover, it only increased her desire to bring the conflict to an end in the south, where the various navies arraigned against the changeling cause could not go.

Other powers, though still neutral, continued to watch the conflict from afar. The coming of the war had shattered the world order, and now those with various designs on it were viewing Equestria with apprehensive - even envious - eyes. The country, so recently the most active and most powerful nation, was now seen as a prize by various aggressors.

The dragons were the strongest neutral people watching. Their views remained split, but more and more of the youth among them wanted to go to war. Their reasons were simple; the desire for infamy in destroying cities and armies, and the possibility to gather more riches for their private hoards. The elders, however, still opposed open conflict; though they understood the intentions of the younger generations, they had lived for hundreds, even thousands, of years, and were content with the fame - or infamy - and wealth they had gained, and were wary of sending dragons to their deaths against enemies they had little experience with.

The white elder - who had forgone a name for so long, rested opposite a dark-gray dragon. "Greetings, Irontooth."

"Greetings, indeed." Both of them reached over the fire between them and shook claws. "I hope you bear good news."

"So far, the youths have obeyed the Dragon Lord's orders. They have abstained from overt acts of aggression, and are busy doing the foolish things that our young do; finding and destroying phoenix eggs, wreaking havoc among the animals, burning forests... the usual things."

"'So far' and 'overt.' I do not take comfort in these words."

"Nor should you. Their obedience is merely on the surface. Many of them want to wreck towns and terrorize populations, and earn names for themselves."

"Foolishness." The white elder blew some more flames into the fire, not the wild sort a younger dragon might have, but a controlled stream. "Between us, we've seen the world, and what destructive actions cause. We're hardly a people, and others consider us a potential disease, not a civilization."

"Ah, this argument. I doubt that we're a civilization, or ever were. I doubt we can ever settle down to the point we can be."

"Maybe not immediately, but I have hopes. I've seen the pain that comes with destruction, and the misery it brings. I have no desire to be the one to bring more of it to this world, only to advise others."

"You know, holding a dragon by the neck is not a good way to send that message."

The white elder sighed. "I... I'm not perfect. I admit it. We're a fiery race, not just regarding the flames we breath, but in our blood and our brains."

Irontooth looked around, clawing the ground a bit. "I think our youth intend to force a war, one way or the other."

"Dragon Lord Torch won't accept any open challenge to his rule."

"Even this Garble and his lackeys aren't so stupid at that. They want to undermine his decision by trickery or provocation, not by open disobedience. It's not something that the Dragon Lord would be expecting. He is focused upon strength, not cunning. He's not the kind of dragon to expect some kind of skulduggery. I'd honestly be less worried if his daughter were our liege."

"He is getting older, and I think by all signs that he will put our youth through the traditional trial for the scepter within a few years. Maybe your wish will come through then, and perhaps the war will be over."

"I have my doubts on both. Ember is thoughtful and intelligent, but she is smaller than many, if not most of, the other would-be contestants. I fear for her."

"It's those qualities that may prove decisive. I've been around long enough to know that strength and size do not guarantee success." The white elder toyed with a burning stick in his claws for a moment.

"What if we have to fight? If Dragon Lord Torch decides to get in on the action?"

The white elder looked up. "I do not wish us to do so. It's not the medieval ages anymore, where only good luck and skill could allow a pony or human to kill a dragon. Now there are cannons and guns and giant ships with enormous armaments. And the changelings... I don't envy any who have to fight them. Even in my day, the best of them could mimic anything with ease, and where sneakiness and subterfuge failed them, they had numbers and surprise on their side."

"But which side ought we join, or, more to the point, advocate for, if the Dragon Lord leans on entering the contest?"

The white dragon stared into the fire for a minute, long enough for Irontooth to consider repeating the question. Just when he was about to do so, the other spoke. "I believe our future, if it rests upon us being part of the war, lies with the Allies. The changelings would be grateful only long enough to set in place a plan to capture us and use us to their advantage and to our misfortune. While the Allies might be wary of us-"

"And they should-"

"-they will not come after us so long as we extend the same courtesy to them."

"And if our youth insist on indiscriminate destruction?"

"Then they are fools. That would draw both sides after us. We have to guide them."

"Feh. They used to look up to us, the younger generation did. Now, they discard us as outmoded. We're the past, they're the future, according to them. Ungrateful-"

"They are the future, and it is for that very reason that we must ensure that a little wisdom gets through their skulls. I desire our race to be able to make something out of itself other than simply destructive, greedy vandals."

"I doubt you'll get the results you're looking for. Dragons are fans of doing what they want, when they want."

"Which is the whole point. We don't have the societal structure to build a civilization, not when nest-mates are kicked out of the family during molting season."

"Could you stand the smell, old friend?"

"It's been so long that I've forgotten the smell of a molting dragon," the white elder replied, to which Irontooth chuckled.

"It's quite unbearable, to tell the truth. Needless to say, in a society with minimal structure, and that which is available being the Dragon Lord, we are much too independent to do things like build cities and nations and stick to borders. And we are far too greedy for things that are of no value. Gems can be eaten, I suppose, but what does all the gold and silver do a dragon? No wonder explorers of other species were willing to risk their lives battling dragons in ancient times. To be fair, though most of the world is poorer materially than we are, they are much happier."

"Or were."

"Yes, excepting recent events."

"What chance do you give either side?"

"The Allies have the technological advantage, the changelings that of espionage, vast numbers, and willingness to be ruthless with them. It's too early to tell. I hope and pray for an Allied victory, I will tell you that."

"As do I. But back to the matter at our claws. How do we stop the younger generation from forcing us into war?"

"...It's quite possible we don't. The world has been stable for so long, and a balance of power established. Now that balance is gone, and dragons want to exploit it, for fame or for more riches that are no more than nice looking baubles."

"You ought to give over your hoard, then."

"Maybe I will, someday. When I know it can be put to use. We do what we can, advise the Dragon Lord to keep the youth in check, do our best to set a good example, and then... we shall see."

The front was, until September, quite stable. The changelings and the Allies continued to build up their armies throughout the rest of August up to the middle of the month. At this point, the war had been going on since April, and since the Everfree Offensive and the Badlands Operation, there had been no general engagement, aside from skirmishes at Baltimare and Manehattan, and some occasional raids by either side on the main front. These, however, were nothing but pinpricks, probing attacks to test the enemy and try to ascertain where they were strong and where they were weak.

By now, the ponies of the Equestrian cities in the south, as well as the hippogriffs of Mount Aris and the griffon population back in Griffonstone, were understandably upset with the lack of progress. Pressure, especially in southern Equestria, was made by the civilian population, urging their armies to attack now that they had sufficiently built up. Celestia was constantly being mailed requests by ponies of all classes and backgrounds to reconquer the north, and Queen Novo had personally sent General Swiftclaw a missive that encouraged him to badger the other commanders into offensive action. The longer the war lasted, the more would die, after all.

The Avalonians, though technologically superior to the enemy (and, indeed, to their allies), were not pleased when Swiftclaw urged an early attack. Neither were the Equestrians, who were simply not prepared, though they were managing to build up their armies and industry. The Saddle Arabians were still building up as well, and their army wasn't ready for the kind of large scale assault that would be needed to breach the enemy lines. As a result, the mood among the commanders of the various armies was charged with annoyance and impatience.

"Why are we sitting here doing nothing?" Swiftclaw demanded. "We should have won this war a long time ago."

"Yes, because everyone expected the changeling attack and the rapid conquest of northern Equestria," Luna sarcastically quipped.

"I must also protest the idea that we need to attack," Vittorio said, raising a glass of wine briefly to his lips. "At least here. The enemy has been stopped for the time being. Our defense are adequate to hold them. We continue to build up and bring more troops and equipment to the front lines."

"So do they!" the hippogriff commander yelled. "Everything that we're doing, the enemy is too. By your argument, we'll never be ready because the more the bugs bring south, the more we'll need to bring to counter them."

"Our enemy does not possess advanced weaponry or industry," Celestia pointed out. "I must remind you that Equestria is operating at a highly reduced capacity at the moment, due to the occupation of half our land."

"Saddle Arabia is still gathering troops." Adil Al-Amin noted. "We need more time to bring our full strength to bear."

"And how long will that take?" Swiftclaw said in an annoyed voice. "We have better tech and weapons, which make up for our fewer numbers. The changelings don't even possess artillery, for sea's sake!"

"We've been periodically bombarding them," Celestia mentioned. "They rebuild anything we destroy during the night, when our visibility is poor."

"You pony Princesses control the sun and moon; can't you just use them for the betterment of the war? Lengthen the days, or extend nights so our raids can do more?"

"That is out of the question," Luna said flatly. "The ecosystem of the entire planet relies on the sun and moon orbiting our world at precise distances and angles. We cannot use them for long periods in the manner that you would speak of."

"Not to mention that it would be selfish for us to deny the rest of the world sunlight, which is needed for crops and plants worldwide," Vittorio stated. "Meanwhile, you would have us attack them irrespective of the odds. Attack is the most obvious thing either side can do on a front like this."

He drained his glass. "If we are to attack at all, I would suggest trying to expand the front at that eastern city of yours," he said to Celestia.

"Which one, Baltimare or Manehatten?"

"The southern one. We might be able to decisively outflank the easternmost part of the enemy defensive lines if we do so, and we can utilize our navy to boot, the one thing the enemy has no counter to, and we can initiate an offensive from the swamp lands to link up with that Baltimare or Manehatten place, whichever it is that is closest to us.""

"That would be Baltimare," Luna stated.

"Yes. That, or we recapture a western city and use it to outflank their western defenses. Again, our navy is the biggest, as well as the most underused, asset we have, and we can support our troops."

"For a while, yes, until they start going inland. This is a half measure, dividing our resources and preventing us from delivering a knockout blow."

"It will divide those of the enemy as well, and maybe give us a chance to bring them to ruin."

"Maybe," Swiftclaw sneered. "Why do that when our forces are already here? Besides, if we take troops off the front line, we'll weaken it and give the enemy a chance to ruin us. No more Equestria if that happens. No, if we do anything, we do it here."

'What say you, General Werner?" Luna asked, turning to the Griffon commander, who was sitting in the corner.

"I have no objection to either plan, so long as Griffonstone is compensated for its part in the war," the griffon replied, drinking a long draft of Avalonian wine.

"Murtaziq," Al-Amin muttered.

Werner snapped his claws. "I don't care if you call us mercenaries. Our people need the money. Our civilization, such as it is, has been in ruins since..." He went back to staring at his glass.

"Please be careful how much of that you consume. Now, back to the point at hand," Vittorio said. "What is our course?"

"Attack," Swiftclaw said, almost before Vittorio stopped talking.

"Could you expand on that?" Al-Amin said. "It becomes rather boring to hear the same thing over and over again, like some parrot trained to endlessly repeat something."

Swiftclaw pointed at the line just north of Appleloosa. "Here. We smash their center, roll them up, and take Canterlot."

"That plan was unlikely before and it remains so now," Luna said. "That is where they've built up the most. If we attack, we should hit from two locations, on either side of the place you indicated."

"Again, needlessly dividing our resources. If we focus most of our forces on one sector, we can crush anything."

"You say 'needlessly,' like we're children," Vittorio said. "Please stop it."

"Well, what do I have to say to get through to all of you? You're all in favor of just standing around and doing nothing!"

"We're not doing nothing," Celestia interrupted. "We're going through a necessary period of development. Infrastructure, recruitment, industry; we're still transitioning our economies to a war footing. We'll need every soldier we can get to defeat the changelings."

"And again, the enemy is being given time to do the same, however they do it."

Vittorio said something that sounded incendiary in Avalonian.

"We might be able to pull off a secondary front," Luna said, thinking out loud. "We could also raid areas of enemy-held coastline for intelligence, and to keep them off balance. We don't even have to hold the landing sites; we can just go in, do whatever damage we can, and then re-embark. We wouldn't need more than a brigade or a couple of regiments to do that. We should have enough units at the front to allow five such raiding forces at once, and maybe more later on. I agree with Generals Vittorio and Al-Amin; our navy is the greatest weapon we have in our arsenal, and we've been under-utilizing it."

Swiftclaw snorted.

"Look, you're outnumbered and outvoted," Luna said, losing her patience. "In this way, we'd be doing something instead of 'nothing,' as you accuse us of. Our forces can gain combat experience, we can gain intelligence, and we can hurt the enemy's infrastructure all at the same time. The changelings have the majority of their military down south; they can't be strong everywhere we try to land. Finally, I support a limited offensive up the coast in order to link up with Baltimare. We have the initiative there, we should use it. Our troops in that sector have crushed enemy resistance, so they have the highest morale. We should use that, and relieve one of our largest remaining cities from the siege it is under. It will let us bring Baltimare's economy and resources fully into the war."

"I support that plan," Vittorio said.

"As do I," Al-Amin added.

"It sounds reasonable," Celestia put in.

"I'll go for it," Werner said quickly.

Swiftclaw crossed his forelegs. "I'll have to report this half-measure to Queen Novo, you know. She'll be displeased that this war will be lasting much longer than it has to."

"Go ahead and play your last card if you want," Luna said, shrugging in response. "It won't change our decision."

"I will go and visit my old friend in person if I must," Celestia said with determination. "This war won't end today, and we must be prepared for the long haul."

"...Fine. Hmph."

While the Allies had decided upon a course of action, the war had been stationary in the south for some time, and outside powers were not impressed. In the Dragon Lands, many dragons began to tip in favor of attacking Equestria in its moment of weakness, and the yaks, dispirited by their initial defeat, wondered whether it was worth it to continue supporting the Allied cause.

Queen Chrysalis, of course, had infiltrators in the Dragon Lands, and began sneaking drones down to Klugetown to spy on the desert city. She also began operations in Griffonstone in an effort to weaken their support for the war.

The changelings had accomplished much in a matter of months; the conquest of northern Equestria, the taking of multiple cities, the centralization of power in Canterlot, the defeat of the yaks, and keeping the Allies from advancing north. The hive itself had been lost, true, but all useful things within it had either been retrieved or destroyed, and the Changeling Empire, as Chrysalis had taken to calling her domain, was putting all their assets to use constructing new hives and nurseries.

Nevertheless, the changeling hold over Equestria wasn't total. Especially in areas near Baltimare and Manehatten, which remained independent of changeling rule, small but persistent revolts had begun, and rebels fought on from whatever forests and hideouts as they could find. This could not be allowed to continue, as even small amounts of hope for the pony population would undermine the image of the invincible Changeling Empire. While changeling propaganda in the captured cities was going at full tilt - including the practice of forcing the population to gather at noon to listen to tales of changeling victory, glory, and the hopelessness of rebellion - it could not completely quash rumors of insurrection.

"Another supply convoy ambushed near Baltimare," a drone said, reading the report. "Twenty captive ponies freed from the pupae that held them, five warriors dead and four injured and left to die. They would have died if we hadn't found them, those ponies did a number on them."

"Unacceptable. I thought the Retaliation Brigade in that sector knew their duty; capture those ponies, kill them if necessary, and punish any act of defiance, no matter how slight." Chrysalis allowed the rage to show on her face.

"Y-your Majesty, I'm only giving you the report I was told to bring to you."

The Queen sighed. That was true. "Well, I want the brigade commander brought before me for court-martial. His replacement will do better. So help me, hive, I will kill anyone who lets a rebel force capture a nursery or brood chamber."

"M-my Lady-"

"Have the brigade commander brought here. Now. Dismissed."

The drone practically fell over himself in fleeing from the throne room.

Chrysalis looked around the throne room. Various black and green growths now spanned the walls, and about twenty ponies in cocoons were fixed onto the ceiling. The entire city was going through a similar "redecorating." It's inhabitants hated it, but anypony who was caught complaining was drained of love then and there, and then given a small beating to add to the force of the message. It wasn't as if they were strong enough to stop it. And anypony caught damaging the refurbishment was put in a pupae right away.

"Rather harsh, to execute a commander for a single failure," General Aphid said from the right side of her throne.

"No. It's well deserved. I told him to absolutely break the ponies in arms against us, and to keep the rabble subjugated. That was my direct order. When twenty freed ponies and their 'rescuers' spread news of this heist, more will take up arms against us, creating a self-replicating problem."

"Perhaps. Or perhaps this was one instance. I've gotten reports as well, and half the time, the ponies fail because we ambush them or infiltrate them. Sounds to me like this one convoy got complacent and didn't set up a second group to shadow them in order to ambush the rebels."

"Maybe, but the rebels shouldn't have been rebels by that point. They should have been caught and punished."

The Queen turned toward the doors. "Send in the other generals."

The doors were opened by a pair of drones. Four other changelings, all wearing helmets, stepped into the room.

"What are your orders, My Lady?" Chinensis, one of the generals, asked.

"There happens to be a table with a map in front of you. It is my will that you all, Aphid included, gather around it."

All of them proceeded to do so. Chrysalis flew down from her throne and onto a seat slightly more decorative than the ones the others were using.

"Feel free to take whatever energy you require from the prisoners," Chrysalis said, pointing a hoof at the ceiling. Canicularis, Stenolemus, and Agrius, the other three changeling commanders, flew up and sucked love out of three prisoners, who winced even in their induced sleep.

"Now," the Queen said, as the others came back and sat down, "we begin. Aphid, you may speak."

"We must make a push through the Hayseed Swamps," the changeling commander said. "It's where our ability to change is least affected. We can infiltrate there, and we can come closer to recovering our hive. We also push their front lines away from Baltimare, and prevent them from relieving the city by land, which would add around a hundred thousand ponies in the front line. Not to mention, such a disaster would increase the resistance, both high and low level, that we are facing within the territory that we control."

"That's wasteful, not to mention time wasting," Chinensis interrupted. "We should just bring our force to bear against Appleloosa and crush it, capture the Princesses, and end them and break the ponies' spirits all in one go."

Chrysalis didn't move. Her face was stony, and she simply looked on.

"I'd support that plan," Aphid responded, dripping sarcasm, "if it wasn't for the fact that our technologically superior enemies didn't have the majority of their ground forces between Ghastly Gorge and Dodge City. And they're ready for such a move; our scouts have told us that."

"Doesn't matter. Our enemies, no matter what junk they may use to hide their weakness, are internally weak. The fact that they rely on machines is proof of that."

"Doesn't matter," Aphid echoed mockingly. "Those machines and guns - not always exclusive - help them, and they've inflicted more losses on us than we on them, if we're talking purely of battles and not of smashing helpless civilians and their cities. My plan is to hit them where we are strongest, at least in our abilities, and where they are weak, or at least, not so strong."

"Swamps. You'd be conquering useless swamps," Chinensis replied, his smug grin full of contempt.

"And pushing the enemy away from Baltimare, which is even more important. They can bring stuff in by ship, but it's not the same as having some kind of linkage by land."

"Hmmm," Chrysalis said. "To be continued. Stenolemus, you seem rather eager at the moment."

The third changeling general was indeed excited; the fact that he was still in his seat was a surprise to Aphid. "We should attack Las Pegasus," he said at once. "Since it's mostly in the sky, it eliminates the Avalonians, unicorns, earth ponies, and zebras as a threat; only pegasi, griffons, and hippogriffs can get up there to defend it in any appreciable numbers. We can gain more food and slaves almost effortlessly, and show them that their cause is hopeless."

"Not the worst plan in the world," Aphid confessed. "But..."

"But what?"

"It's just something scouts there have said to have seen..."

"Spit it out," Chrysalis barked.

"Some of our lookouts gave me a report about a week ago that they saw something in the distance near there," Aphid said, his voice carefully neutral. "According to them, it was flying, but the objects' wings weren't flapping, nor were there any visible gas-filled bags, which is how the ponies usually make things fly, and there was a distinct buzzing sound, entirely separate from the sound of our own wings."

"And the significance of that is...?" Chinensis demanded disdainfully.

"I don't know yet. We need more time to find out what it is. And I've been getting more recent reports of similar sightings and sounds on other areas of the front."

Chinensis waved a hoof dismissively. "It's nothing we can't handle. We're changelings; we're destined to rule these inferior specimens. They're weak peoples, soon to be ruled by the strong."

"Which is totally why Celestia and Luna are in one of the pods above us," Aphid retorted, dripping sarcasm. "Which is totally why we have rebels, which is why we took Appleloosa, which is why the entire continent is at our hooves. You idiot, they may not have undergone the lives we have, but they have the technological advantage on us. And I wish you'd said that after seeing their eyes in the middle of a battle. They have the determination to win, whether or not they have the numbers we do. We have to come up with a more complex plan than 'let's just throw everything we've got at them' in order to beat them. It was with such a complex and thought-out plan that we conquered Canterlot, after all," Aphid said, looking to the Queen for emphasis.

"Indeed," Chrysalis said, though still not budging her expression an inch.

"We have to apply that to this war," Aphid continued. "Las Pegasus could be an option, but we could also hit the Swamps and be able to use some of our natural gifts to their fullest potential."

"My Queen," Canicularis said.

"You may speak."

"We cannot mobilize our full forces on the front until we eliminate - no, eradicate - the rebels and crush the spirits of the ponies in the territory we currently hold. I must point out at this time that a zebra named Zecora has freed a number of ponies and has been staging successful hit and runs on us from the relative safety of the Everfree Forest, and those outrages will only grow in number until we resolve the internal conflict. We cannot focus on battle with external foes until we get our act together, and that means that the necessary infrastructure needs to be in place, the population punished or cowed into abject submission, and until our nurseries and brood chambers are free of any threat of being attacked."

"I was just discussing that with Aphid," the Queen replied. "I fully intend to break the resistance, both physically and internally, of the ponies in our current borders. However, I intend to give the war our primary focus. These rebellions are but pinpricks as of now, and yes, I will be adding new units to the Retaliation Brigades, but these "Allies" to the south are the biggest threat, and therefore the front will receive the majority of the recruits." She spoke as if that settled the matter, and effectively, it did. "Agrius," she said, without any further ado.

"We should eliminate the yaks and their puny nation. We outnumbered them at Galloping Gorge, even after Formicidae played the fool. We take them out, it's one less threat to the Empire."

"You're not considering the nightmare that would be," Aphid responded, after a few seconds of silence. "Our bodies aren't designed to take the freezing cold of that land."

"Hence the name, 'changeling,'" Agrius said, as if to a nymph.

"Our external structure changes, yes, but the internal organs remain the same, even when we transform; they're best equipped for withstanding the dry desert than the frost of the north. We can deal with the yaks, yes, but it's going to take a lot more logistics than we have available there. I'd love to knock them out of the war, but that's... difficult, to say the least. Furthermore, it wouldn't have the same effect on the Allies and the rest of the world that a battlefield victory and capture of more Equestrian cities would. In addition, the yaks aren't the most numerous of species; there aren't much more of them in existence than buffalo, maybe thirty to forty thousand total. The southern piece of Equestria that we have yet to conquer, on the other hoof, contains some millions of individuals; far from the population that we've taken, but still, if mobilized, a significant threat."

"I must agree," Chrysalis said. "I would love to take revenge on the yaks for backstabbing us, but that will have to wait."

Agrius' head drooped.

"I have decided," the Queen said. "Aphid and Stenolemus have made good points. The enemy has heavily fortified Appleloosa, and it seems it's out of our reach... for now. However, Las Pegasus and the Hayseed Swamps can provide us with with victories and captives. I intend to go after both. We will give them two objectives to defend, and our incoming reserves can be directed toward those locations, while our foes are stuck having to protect the Princesses."

"I would strongly advise choosing one or the other,"Aphid replied.

Before Chrysalis could make a response, a drone flew into the room from the doorway.

"This had better be good," she said irritably. "Speak up, what is it?"

"Y-your Majesty, the enemy have attacked us again. In the Swamps."

There was silence for about ten seconds.

"Explain," Chrysalis demanded, voice full of quiet rage.

"The Avalonians, ponies, some hippogriffs, and griffons have staged an attack in that area," the drone went on, wildly nervous, but managing at the very least to not stutter. "They bombarded us for a couple hours, then began a ground offensive. They're advancing."

"Hmmm. Very well. We'll take some drones off the lines facing Baltimare and use them to stop the linkup," Chrysalis said. "In the meantime, standing back and doing nothing would make us look weak. I intend for our forces to assault Las Pegasus immediately. Aphid, Stenolemus, you will go and make sure that city falls; Aphid will have overall command. Chinensis, Agrius, and Canicularis, you'll go to the east, with Canicularis in overall command there, and halt the enemy. I don't care how you do it; I don't care if you have to burn the trees and forests there, just do it. Take some ponies captured from Baltimare with you," she added, in a vengeful tone, "along with some captured rebels. Suck whatever love you need to to give our warriors the energy for battle. You also have my permission to execute some in the latter group if you think it will demoralize the enemy. But you will stop them."

Five choruses of "My Queen," were heard.

The Allied offensive in the Hayseed Swamps initially went well; of all the places the Allies could have attacked, this was the least likely one. Although the preparatory bombardment did not work as intended, given the intense growth and the difficulty of knowing just where the changeling lines were, the changelings were unprepared for the attack.

Lorenzo Capello advanced through the muck and trees, accompanied not just by his brother Avalonians, but by ponies and griffons, with a few hippogriff units attacking along with them. Wet vines and watery, mushy plants seemed to be everywhere, and the smell was almost overpowering.

"Ugh, I don't think even mama's best elbow grease will ever make me clean, or wash this stink out," another Avalonian soldier said, looking in disgust at the sticky mud that clung to his trousers.

"I don't think I'll ever hear you shut up about it," someone else muttered.

"Giovanni è il ragazzo di una mamma," another soldier said, which met general laughter, even from Giovanni.

"Quiet," Sergeant Pietro Russi said, in the calm, but forceful, tone he usually used. "The enemy doesn't appreciate humor. Keep your eyes and ears focused on what's ahead."

A hippogriff captain had watched the exchange. He looked confused, but did not complain. Most of the other Allies were getting used to the fact that their allies largely did not use the Equestrian language. Another hippogriff muttered something, but was told off by his own superior.

A black shape up ahead moved. Lorenzo aimed his rifle at it, but by then three others, including a hippogriff, had already trained their weapons on it and fired. With a scream, the target fell, a feeble green beam sent into the sky instead of at the advancing armies.

That triggered more gunfire as the Allies began firing at anything that looked suspicious. There were several green flashes, each accompanied by a screech and a fallen changeling. At least three fell out of the trees they had taken shelter in; one hung on the large branch that he had been shot on, looking for all the while like a sheet that had been left out to dry.

After about ten seconds of sustained gunfire, the changelings began to fire back; green beams flew back toward the Allies. Numerous soldiers were hit and screamed as they were burned. The uniforms of two soldiers, an Avalonian and that of a griffon, caught fire; both desperately tried to put out the fire, which only went out when they jumped into the swampy, mucky water.

An Avalonian machine gun began to fire into the woods. The water-cooled weapon made the enemy keep their heads down, and as the crew were lying down, they were less susceptible to being hit by enemy fire, even though the changelings who were not being directly fired upon by the weapon desperately tried to put it out of action.

It wasn't just the machine gunners who went to ground; soldiers began to lie prove or else take cover behind trees and rocks and fire back. Lorenzo crawled behind a large tree and peered out from behind it, looking for a target.

More machine guns came into play. A few artillery batteries began to fire upon the enemy position as well, adding explosions to the mix.

A changeling came into Lorenzo's rifle sights. He pulled the trigger, and the enemy warrior fell. A bolt of green energy seared past Lorenzo, close enough that he would swear that he had smelled it.

A series of blasts rocked the trees just behind the changeling he had shot. Flying wood and rubble were mixed with more vulgar things, including green blood. What was left when the smoke cleared was a trio of craters, with numerous trees destroyed and rocks blown apart... and changeling bodies lying all around the scene of destruction.

Gradually, as artillery shells began falling all around the position, the enemy fire began to slacken. The changelings began to - grudgingly - withdraw, some still attempting to zap Allied soldiers as they fell back. A loud cheer arose from the Avalonians, ponies, hippogriffs, and griffons, who rushed forward, those with ranged weapons firing them as they advanced.

"Hurrah for Equestria!" a unicorn captain yelled, sword held in his magical grasp and pointing it at the enemy as he galloped ahead. "Hurr-uch!"

A rock on the ground had transformed into a changeling, who had proceeded to stab the captain through the neck with his horn. The changeling died seconds later, blown to pieces by bullets and magic beams, but the captain was already on the ground, trying in vain to stem the flow of blood with his hooves. A medic galloped up to him, but held little hope in his gaze as he went to work.

Even as that happened, more rocks and other seemingly harmless objects transformed into changelings. A human fell, along with a hippogriff and a griffon. The changelings had no time to do more than that; the attacking troops overcame their shock quickly, and shot the changelings until all of those involved in the ambush were dead.

"Curse them," an Avalonian soldier said, shaking head head in dismay. "How can we beat an enemy who can make themselves look like... like... anything!?!

"Shoot anything that doesn't look like us or our allies," Sergeant Russi replied. "We aren't beaten, and we won't be beaten. If you doubt something's what it looks like, shoot it, and right away."

While other Allied soldiers suffered similar shocks, they continued their offensive. Within a week, they had succeeded in pushing almost to the edge of the swamp, but by then, changeling reinforcements had arrived, along with their three generals. Although the changelings were again suffering worse than their enemies, they were more numerous. Despite the superior technology of the Allies, the only troops who managed to push their way out of the Hayseed Swamps were those who had been close to the sea, and only managed that feat with massive naval support.

"Incoming!"

Nezara ducked as two massive shells landed some fifty feet away; the roar from the explosions was so loud, she wondered for a long, terrible moment that she had lost her hearing. When the smoke and dust cleared away - and she had, incidentally and gratefully noticed, retained her hearing - she could see a big crater, much bigger than any other type of shell in the war had made in her experience. The remains of the changelings caught in the blast were scattered everywhere. She was abruptly and unapologetically sick all over the ground in front of her. She had done so a number of times already.

"Ugh," another changeling next to her groaned. "How many of these things do they pack on board those stinking ships?"

"Too many," she replied. "Way too many. One would be too many."

"Well, ya got that right."

Nezara heard more rifle shots to the front. She was here as a worker, and had helped to construct a defensive line and bunkers. Some of her work, and that of her co-workers, had already been destroyed. But the warriors at the front line were catching it really bad. More and more of them kept coming forward. She wanted to yell to them to stop, to go back, to save themselves.

But she just couldn't bring herself to do it.

Now they were - probably - dead.

And still more flew or marched by.

"How many of them do you think have,.. passed beyond?" she asked, unable to bring herself to say the word "died."

"I... don't know. Most of my other broodmates were warriors. I don't know if any of them are here, but I hope to Hive they aren't." The other worker drone shook his head. "I got the job of worker because I wasn't as fit as a warrior. I wish my brothers and sisters had all gotten the same job. They were proud to be warriors, but I can't see any... glory, I guess, in this. In our conquests of the pony cities, maybe, but not this... bloodbath. And our generals keep sending them here? I thought they would know better than this!"

Nez would have argued with that, if only she could.

No more shells came at the worker drones, who continued building, but plenty more fell on the warriors who were doing the fighting. A smaller vessel came in closer to the shore and began firing some sort of fireballs at those warriors who were flying; they dropped like flies from the explosions.

A few minutes later, more changelings, maybe a hundred or so, flew out of the swamp and toward the enemy ship, with several hundred more following them. The anti-air guns on the ship ceased firing at the warriors on the front lines and began firing at the incoming swarm. Dozens of changelings fell into the sea as their bodies were shattered and broken by the shells.The rest began firing at it, but their beams seemed to be doing little damage.

Somehow, some changelings - maybe half the group - made it to the enemy vessel. Nezara could tell that there was fighting going on aboard the ship, as rifle and pistol fire and the screams of the wounded and dying reached her ears from that direction.

More small ships, of the same class as the first, sailed up and began pounding members of the swarm that were still flying about. Two of them closed with their beleaguered comrade; more yells and screams.

"I hoped they might actually capture that thing," the same worker drone as before spoke up, disappointed.

"It was too much to hope for," Nezara murmured mournfully.

A few minutes later, the ships parted from one another, and as one unit began to fire upon changelings engaged in the battle on the shore.

The other worker sighed. Then he looked at Nezara. "I'm Dolomedes."

"Nezara," she answered, taking his hoof and shaking it.

"Hopefully, we might live through this." Dolomedes squinted his eyes as he peered back at the front line. "Looks like the enemy are slowing down, even with all their fancy stuff."

Nez sighed. "Good. Too many of our brothers and sisters died doing so."

The Allied offensive just managed to make a land bridge connecting Baltimare and the Hayseed Swamps, but was finally halted just a few miles beyond the shoreline. Within the swamps themselves, the Allied gains had been smaller. The changelings had suffered terribly, but had managed to finally inflict enough losses to convince the Allied generals to call off the attack. The Allies' supply lines weren't the best in such a land, and some Equestrian and Saddle Arabian units were halted for lack of such items as horseshoe nails.

The good news was that Baltimare was linked to the rest of Equestria. The bad news was that that strip of land was literally just that; it was barely more than a few miles wide. If the changelings countered strongly enough, they might break that strip.

The Allies had suffered losses during this offensive, serious enough for even Swiftclaw to acknowledge that further offensives would be futile without further intelligence. In particular, the knowledge that the changelings could transform themselves into just about anything, even mimicking the texture of the objects they pretended to be, was shocking. This news was met with dismay by the front line forces. If the changelings could disguise themselves as literally anything, how could infiltration be completely detected and stopped?

They didn't have much time to think about it, as the changelings began their own attack on Las Pegasus less than a week after the Hayseed Offensive petered out.

A vast army flew toward the city, with the changelings flying well above the Allied trenches before the city; while some were shot down by Avalonian anti-aircraft guns, the losses from this were not enough to halt the attack in and of itself. The humans, unicorns, earth ponies, and Saddle Arabians could only watch as the enemy closed on the town.

Naturally, the pegasi, hippogriffs, and griffons flew up to defend the settlement, as did the pegasus militia within the city itself. Still, their numbers weren't as great as those of their enemy...

The skies were chaotic as the flying elements of the defense forces struggled to hold back the vast number of changelings, all fighting ferociously. The local militia was putting up a determined fight as well, but their inexperience and lack of discipline was leading to heavy casualties among their numbers.

Captain Sky Fire lashed out with his sword, decapitating one of the attackers. Six others had already begun their downward journey at his steel-shod hooves, and an eight followed a moment later when he sliced off its wing.

He wiped his forehead. Although the enemy had been held back so far, more and more changelings were joining the fight; their losses hadn't deterred them in the slightest. Right now, they were gunning for the city, and it looked like they might actually take it, too.

Already, some of the fighting was taking place within and on the buildings of the city, with some on fire and others crumbling due to damage sustained during the battle; some changelings had remained back and were shooting through whatever gaps in their forces that existed, and their combined fire was doing damage, and hitting many Allied combatants and, sadly, more than a few civilians.

Anger built up within him as a random shot by a changeling struck a pink mare on the ground. The mare screamed as the beam burned her left wing and body; other non-combatants scattered, with a pair of them doing their best to drag the agonized mare with them.

"Death to the murderers!" he yelled, and charged the enemy with his squad of pegasi, slicing through a small swarm of the changelings, who, without shields or armor, they couldn't stop the sharp spears and swords from piercing their chitin, apart from some few who managed to dodge the attacks. A large contingent of hippogriffs and griffons joined in, increasing the number of falling chitin bodies.

Sky Fire and his troops managed to kill several of the shooters, but could by no means get them all. Worse, more changelings flew in, taking the place of those who had died, and they began to inflict real damage on the pegasi, who began to fall, one by one, to the superior numbers of the hive. More of their warriors died, of course, but they could afford it, whereas he could not. A full company of pegasi joined the battle, but all they were able to do was ensure a line of retreat through the horde's forces.

All around him, more and more of the airborne allies were dropping. Sky Fire's heart sank. It felt like the Sacking of Cloudsdale all over again; his sister had not managed to escape with him, and neither had his parents. Now, without some major change in the balance of power, the same would happen to the families of Las Pegasus.

A buzzing began to rise over the sounds of battle. At first, Sky Fire ignored it; how was it relevant to keeping the city from burning, and its citizens from being stuffed into cocoons to be drained at the evil invaders' will?

He angrily cut down another changeling, then kicked another with his steel-shod hooves. Most pegasi tried to avoid wearing horseshoes when possible; their weight, and the fact that they were nailed on, prevented the flying ponies from going to the farrier's until they were either in pain or otherwise forced to do so. He was thankful to have them here, as the horseshoes proved to be efficient weapons, capable of cracking the enemy's natural armor.

The sound of machine gun fire coming from behind surprised him; at last he turned around.

He was greeted by the sight of several incoming aircraft, which stunned him even in the midst of battle.

Each one was kept moving by what he could only see as a rapidly spinning circle. More to the point, a human head was sticking out of each one. Each was firing its two machine guns into the swarm, cutting large swaths through the enemy ranks.

Most importantly, they were on the side of the Allies.

All across the battlefield, as more and more of the Avalonian machines appeared, a cheer arose that, had it not taken place on an aerial battlefield, would surely have been deafening. As it was, the Allies fought back with even greater determination than before.

Andreas Nicola pressed the firing button on the stick. The machine guns shook the entire aircraft, and after a few seconds he stopped shooting and pulled away.

He looked around. The rest of his squadron were not having any problems as of yet. The fighter craft, known among the pilots as "Sparrowhawks," had been tested in Avalon, but as many men who operated machines did, he didn't trust mechanics unless the machines they built and designed actually worked. So far, these were holding together, and the interrupter device was working. A few planes had crashed during tests because the interrupter had failed.

Not this time.

The changelings began to scatter. Andreas smiled in a predatory way. "You can't escape me," he said, even though no one else could hear him and the wind blew his words away. He took after after one changeling, who scrambled in a desperate - and futile - effort to evade him.

Rat-at-at-at-at-at-at-at-at-at!

The changeling began to plummet toward the earth, shot through and through.

More of the enemy were forming up in the distance. Andreas and his squadron began to dive toward them, firing their machine guns. Those changelings not killed again scattered.

"Too easy."

Aphid watched quietly as the new Avalonian machines cut through his army. He maintained a confident posture on the outside; few changelings, and few if any outsiders, would have realized that he was in a moment of quiet despair from the look on his face.

These Avalonians are flat out insane! They make machines for everything! How do we beat that without getting some of it for ourselves?!

Stenolemus was quiet, but Aphid could tell that he was concerned.

Better compose my mind as well as my face. "We need our warriors to remain as far apart as possible, and to fire upon these things from a distance. They cannot be invincible."

"I hope not. These... machines, these... monstrosities the ponies and humans create... The Queen will have our heads if we fail here."

"We just need to keep our heads. We can still win. We still outnumber them. We can use that." I hope.

Andreas continued to pursue and shoot down individual changelings, most of whom, disappointingly, tried to escape his gun instead of fighting him. Only three had tried to directly confront him; one had tried to fire from a few hundred feet away and had missed before being down by another member of the squadron, the second had tried to rush the plane and had been ripped apart for his trouble, and the third had foolishly stood his ground and had been eviscerated by the propeller blades, which had almost resulted in the aircraft being knocked out of the sky.

Almost, but not quite.

Looking at the fight overall, he could see the rest of the flying Allies, especially the pegasi, rallying and surging forward, fighting even harder than they had when the aeroplanes had arrived, which was saying something, as it had looked like they had been firing on all four cylinders before.

Returning his attention to his own flight, he noticed that the changelings facing his squadron were scattering again, but not in the near-panic they had been. This looked all too... organized.

That thought had barely gone through his head when green beams began to lace the sky.

He dove and turned the craft to the left. At the same time, a changeling somehow - he couldn't figure out for the life of him where it had come from - began firing at him from the rear, with three beams from behind him narrowly missing his head.

Andreas smiled again. "A challenger, at last."

Putting the craft into a spin, he dove down, then turned to the left again, trying to get around the changeling.

Unfortunately, while the plane was faster, the changeling had the ability to hover, and was more maneuverable. He remained on Andreas' tail, and soon it became clear that not only would it be almost impossible to circle around this enemy, it was going to be difficult just to get the thing off his tail.

More green beams flew by; the changeling wasn't giving up.

As he turned, he saw another flash of green, but it wasn't the flash of light; it was a burst of green blood as a hippogriff speared the changeling, which began falling to the earth so far below.

Andreas gave a salute to the hippogriff, who returned it with a grin.

Unfortunately, that happy moment was not to last; another member of the squadron was beset by changeling warriors, and even as Andreas pivoted to aid him, the beams from numerous changelings, better shots than the one that had tried to do in Andreas, tore into the aircraft.

The fighters, fragile at best, and constructed from a combination of wood, metal, and canvas, weren't meant to take heavy hits like that. This was not to be an exception. The wires tying the right wings together snapped, and the upper wing fell away all together. The plane took a sudden dive for the ground, its pilot either dead or no longer in control of the aircraft.

Andreas looked away, instead choosing to aim at one of the changelings who were responsible. He shot that one out of the sky, and his squadron-mates, furious, knocked most of the rest out of the air. The last of the group, desperate, fired wildly in the last few seconds of his life, hitting another fighter before being shot by multiple planes. The damaged fighter wobbled, and badly, but kept flying. Andreas signaled for him to withdraw; the pilot did, either having seen his signal or having decided that withdrawal was the sensible choice. Andreas wasn't going to question him when they got back to base.

A pegasus from the city militia flew parallel to his plane. The wind and the noise of the engine blew away his words, just as they had done with Andreas' own, but the intent was obvious. Andreas smiled, saluted, then pointed at the remaining enemies. The pegasus nodded, and they, along with the hippogriff from before, dived on yet another group of changelings.

The machine guns of the fighters, which often tore through multiple changelings, wreaked mass havoc among the unprepared attackers, who, despite regrouping, could not recover fast enough. With pegasi, hippogriffs, and griffons from the front rising to attack the swarm from the side and rear, the attack was unsustainable. The changelings reluctantly withdrew, suffering severe casualties.

Chrysalis, as Stenolemus expected, was not pleased. However, she did not sack the two generals and admitted that Aphid's concerns had been legitimate.

The Allies had won two victories in a row, but their armies had taken heavy losses, though not to the extent of those of the changelings, and they could not take advantage of their win at Las Pegasus by engaging in offensive activity. A midnight raid by a few units on the ground near the city led to a disappointing failure.

While they had endured much, the changelings were - gradually - learning. No chitin, however healthy, could withstand bullets, and no changeling could fire as rapidly as a machine gun. Furthermore, the Allied naval units, while useful at sea and on the coast, were not able to impact inland operations, or stop a mass airborne assault like the one on Las Pegasus. They were, however, devastating where they could be deployed. And, while immensely destructive against large groups of flying changelings, the individual human fighter craft were vulnerable to swarm attacks made from above, below, or behind.

Even so, the news was rather grim. Chrysalis hadn't expected the conflict to last this long, and the recent defeats had given her a noticeable negative mood. She became more willing to yell, and to punish drones for minor failings. And, as before, the Allied victory had lead to increased rebel activity.

Something needed to change. And, by the end of the first week of October, Chrysalis believed she had something of an answer. Or, at least, the drones she had assigned to biological research did.

The researchers had made a discovery. Several initial tests on altered royal jelly had failed, but one test had proved promising. An egg had been saturated with jelly altered to speed growth and increase aggression. The drone that had been birthed was much larger and was very easy to anger. Even at only a few days old, it had grown to about a third of the size of a normal drone, managed to blast a hole in the side of the nursery, and had lifted a nurse drone and thrown it several feet. While it was difficult to control this nymph, it looked as though it might be a terrifying weapon in the future.

One other result, one that really opened the eyes of the Queen, was that a changeling nymph had been born with fins over each hoof, along with a fin-like tail and mane and a larger than normal horn, as well as gills. The latter could only provide temporary breathing while underwater - the changeling species was, after all, designed to breathe above water - but it was notable, and a possible prototype to counter the Allied navy.

There was a downside for both of the new drones; neither had shown signs of being able to fly or change form, and it was warned that this might be a permanent effect. They were also highly specialized (or at least the second drone was), and would have limited fortune outside their respective fields. Chrysalis accepted this. She needed more weapons and drones on the front, and if they weren't perfect, she was willing to put them to use regardless. Further experimentation like this would not be necessary once the war was won, after all, and if these new changeling drones could provide victory, the Queen believed that the sacrifice would be worth it.

Chapter 6; Settling in for the long haul

As the changelings fell back from their attack on Las Pegasus, both sides began to count their losses and re-evaluate their capabilities. The military situation had been balanced, with each side having halted the other.

While the Allies had managed to gain a foothold on the coast and establish a linkup with Baltimare, they had been unable to clear the Hayseed Swamps of the changelings. The Changeling Empire had managed, at great cost in lives, to stop the Allied counteroffensives, but had not managed to advance any further. Neither side was able to seriously damage the other's infrastructure. Changeling nurseries remained safe from Allied attacks, and Equestrian factories remained in operation.

Queen Chrysalis was not happy with the Allied gains, or the failure of her assault on Las Pegasus. Her armies had suffered badly, though the losses were being gradually replaced as more warriors came to "The Front," as both sides were starting to call the front line. However, there was reason for hope on the changeling side. They were adapting to Allied doctrines; underground bunkers were being dug anywhere on the front where a unit of warriors was stationed, to reduce the number of casualties from artillery bombardments. They developed a new doctrine of their own; when it was likely that an Allied assault was to begin (in particular, when a bombardment began), a large number of the drones on that front were to disguise themselves as inanimate objects, such as rocks, bushes, and other items.

Meanwhile, on the home front, the changelings were quickly coming to realize something that they should have taken into account long before. Their initial offensives had, in addition to enslaving and imprisoning the population they captured, sought to destroy as much property as possible in order to ensure an atmosphere of fear among the conquered ponies. However, this destruction had involved burning farmlands, which their new slaves needed for food, and the weather factory in Cloudsdale had been damaged. Without a weather plan, and working farms, the changelings realized that their sources of food would starve, which would imperil their own existence.

With reluctance, the changelings allowed pegasi, under conditions of intense scrutiny, to repair the factory, and sent hordes of captured ponies to rebuild the farms that had been destroyed. It was soon clear how little the changelings, and all the city ponies they were impressing into labor, knew about farming. Ponies were ordered to work land that was bad for crops, their overseers mixed up the seeds that they were supposed to plant, fertilizer was in short supply when it was present at all, and the whole effort was, under the papering over the changelings did, a gigantic mess.

Needless to say, the changelings overall didn't really care about their new servants; it was their own need for sustenance that drove them to the effort. Given that they hadn't planned to keep much of the conquered infrastructure in place, their lack of proper organization and poor results was perhaps not surprising. The changelings did try to find ponies with farming experience, but that was easier said than done. Many farmers who had not been captured had fled south, and those who hadn't weren't always identified as belonging to their profession.

But the weather was an even bigger concern. It was necessary for crops to grow, and some high-ranking changelings liked the idea that clouds could discharge lightning; it could be used both as a weapon and as an agent of terror. With all that in mind, the invaders set their pegasi slaves to repairing the factory.

Down in the south, the Allied armies had high morale, having bested the changelings in two battles. But on the homefront of each nation involved, there was disappointment that no further progress had been made. There were few complaints in Manehattan and Baltimare, both of which were still in danger, and the citizens of Appleloosa, having personally witnessed a battle just outside their town, were for continuing the war. Las Pegasus, having been the site of a battle and having suffered many civilian losses during that fight, was in a state of outrage, with more and more of its citizens joining the army every day and vicious anti-changeling propaganda posters being pasted to the walls.

Dodge City and the town of Somnambula were a different story. The war was taking place far from the latter, and it hadn't reached the former. The ponies of those towns were naturally curious as to why the soil of Equestria was still tainted with the hoof of the invading army, and news of protests, calling either for action or peace, reached the temporary capital of Appleloosa. They were not alone; while many hippogriffs still supported intervention, a sizable minority was against it. In Griffonstone, there was some measure of resentment at the deal the elders had made, and many griffons saw no reason to spend anything, least of all blood, for a foreign power. What had the world done for them, they demanded? And while the people of Avalon were largely for the war, some expressed doubts about the military's failure to push harder against the enemy.

For all that, the Princesses of Equestria managed to keep order, and with their newfound friends, began to make further plans.

"Principessa? Dove sei?" General Vittorio asked, clutching a set of papers and approaching the tavern room where Princess Celestia normally resided.

The Royal Guard outside the room, a white pegasus by the name of Cloud, turned toward him.

"La principessa? Lei è qui?" the general asked again.

"Errrr... General, I'm not sure...

"It's alright," Celestia's voice came through the door. "It's not like it's embarrassing or anything." There came the sound of a hammer hitting metal several times in quick succession.

"I thought you wanted privacy."

"And I scheduled a meeting with General Vittorio. I simply had an emergency. Just make sure he his who he says he is and let him in."

"...Alright." Cloud turned around. "Private Pike, come here and scan the general, will you?"

Silver Pike, a unicorn, walked over. "Sorry if this tickles, sir," he said, horn lighting.

The scan - a burst of blue light that went through and illuminated the General - apparently found nothing of interest.

"He's the real deal, Corporal."

"Right. Go in, just please don't... tell anypony outside of the other Royals what's going on."

Vittorio nodded, then entered the room. Princess Celestia was standing with her left front hoof raised. An Appleloosa blacksmith was hammering a nail through one of her golden shoes into her hoof.

"I'm sorry I forgot about our meeting," Celestia said calmly. "I threw a shoe. As you can see, even a Princess' hooves need maintenance and shoes replaced."

"I thought those were slippers of some sort," Vittorio said, bemused, sitting down on a crate.

"I have copies that are, but most of the time, I need to wear these. These horseshoes are just a bit more... ornate... than the ones my subjects use, and the nails spruced up some."

"I never saw the nails in your hooves before."

"That's because I use an invisibility paint, a variation of invisible ink, to keep them from being seen. Luna does the same." She turned to the farrier. "How close are you to being done?"

"This hoof and the other front one," the brown earth pony said; he was wearing a hat that covered his eyes from both Vittorio and Celesita's view, and he didn't even look up from his work while replying. He was obviously beholden to his job, and had no intention of allowing any interruption to keep him from doing it.

"I apologize," The Princess said. "Maybe we can meet again in an hour."

"Alright, but this is important. I'm worried that General Werner might capitulate to his people's demands to return home."

Celestia nodded. "I'm more worried about Queen Novo. She's been pressuring me by letter to try to end the war before winter arrives... or rather, before the time that winter would have arrived in Equestria. Werner and the griffons leaving us is something we can handle if it does happen, though I'll try to make sure it does not. See you soon, General Vittorio."

Vittorio nodded, got up, and left, closing the door behind him.

As he strode away, Vittorio put his left hand, which was free, up to his forehead and sighed. It was unsettling that many supporters of the Allied cause expected it to be a quick and easy affair, as if all winning it would take was pushing a little harder and going just a little bit further. The truth was, the Allies were in it for the long haul, or at least until next spring.

Come on, Matteo, what can we do? he asked himself as he walked down the stairs.

"Greetings, General."

Vittorio looked up and saw Princess Luna sitting by herself at a window seat in the tavern. An empty glass stood in front of her on the table.

"Buon pomeriggio, Principessa, Vittorio replied.

"Would you mind sitting with me?" Luna asked.

"I'm married."

Luna looked taken aback. "No, no, no, it's nothing like that, I swear."

"..."

"I know how seriously you Avalonians take your wedding vows. You have nothing to fear. My only court consort would be a stallion, if only they had the chance to live as long as I and my sister can." Luna sighed.

With that, Vittorio finally sat down. "Wine?" he asked, motioning to the glass.

"Oh, no, just apple cider. And a bit of salt on the side. I wonder how on earth the Appleloosans deal with the dry heat of this place, or why they would set up a town here." Luna turned her head toward him. "What happened? I thought you were supposed to be meeting with my sister."

"She...had to replace a set of... tires. Metal tires."

Luna raised an eyebrow. "Well, that would explain it. I've thrown a shoe before, and it's no fun for the pony going through that. The nails have to be set right, or else... In any case, what are you so upset about?"

"Alongside expressing worry about Werner and his people leaving our cause-"

"-Something that troubles me not at all."

"-I also wanted to ask her to give a speech directed toward all the people of the Alliance, to tell them that this war won't be over soon and that we need to full support of our respective peoples in order to have a chance of success."

"We do need more support on the home front," Luna agreed. "I'm not pleased with the news from Dodge City." She pulled up a newspaper and began to read; "This war had been going on since April, when the monstrous host defiled our capital and ravaged our lands. Since the Battle of Appleloosa, what has the Grand Alliance done to expel the tyrants from the land that belongs to ponykind?" Luna set it down for a moment, clearly frustrated. "Oh, I don't know, maybe die in the tens of thousands trying to do just that?!" She began reading again; "Our leaders must strike, strike now, strike until the enemy is broken utterly and made to know forever that our Equestria will not tolerate, for one second more, any hostile invaders." She let it fall. "Oh really, as if its so easy to accomplish that. Meanwhile what are these fat burghers and stuck up nobles doing, other than sitting drunk at some pub, whining about how the government needs to do more?"

"We're sitting and drinking, and technically, I'm a burgher."

Luna burst out laughing. "Well, yes, that's true. I suppose we are sitting around and drinking, not that there's much else to do here. But I do get sick of all the prodding we're getting from all sides."

"The merchant houses of Avalon have been publicly rallying support for the war," the general answered. "But they, in turn, want action. Combattere Adamo can't stop talking about how pressured he is in the Merchant Council."

"'Fighting Adam?'" Luna asked, looking confused.

"Oh, that's a nickname we have for Consul Mariani. He got it in the Civil War, for his performance during the Battle of the Fiume d'Argento, the Silver River. I was only a lieutenant back then, and he a general. He had received his commission due to his blue blood, being a member of House Mariani. Despite the low expectations of the troops, he managed to fight as well as he could as the commander of a corps."

Luna saw his eyes stare straight ahead. In the few times when he relieved the Avalon Civil War, this had always happened.

"The enemy had torn up the corps ahead of us. General Alamanni had deployed us almost piecemeal, one corps attacking the enemy anywhere at once. When they waged a counterattack of their own, IV Corps got the worst of it. They were so badly beaten... maybe a third got away, False Consul Acerbi's men were jubilant. They came forward, expecting that they would shatter us."

"General Mariani hid his batteries in the woods flanking their advance. While the infantry engaged, the big guns opened fire suddenly with grape shot. My company was already engaged, as was the whole regiment. After the artillery ambushed the rebels, Mariani threw his entire strength behind a massive forward counterattack. We drove the enemy back for at least two miles, the General on his horse, shouting and waving giving us encouragement the entire time as bullets and shrapnel flew around him and tore his uniform. It was... magnificent."

Vittorio suddenly seemed to be aware once again of where he was. "Well, that's where he got his nickname, and where I was made a lieutenant. Normally, officer ranks were reserved for members of the merchant houses, but, as my senior officers had been killed or incapacitated, I was promoted."

"The Silver River... isn't that where the tide of the war began to turn?"

"In hindsight, yes. But... that was not evident at the time. We lost at least one man out of every four in IV Corps that day alone, and our entire army suffered likewise. The only thing I can say is that the traitors were even worse off."

"How did the war start anyway?" Luna asked, interested. "From what I've heard, there was a disagreement on policy by the merchant houses."

"You... could say that. Acerbi and his Espansionistas supported conquest of the zebras and other technologically primitive nations. He had a lot of support among both the higher and lower houses."

"'Higher and lower?' I thought all houses were supposed to be equal."

"By law they are; higher and lower are just general terms to describe the state of the house in question. If it is a prosperous one, it is a higher house, and if it is not doing well, it is a lower house. This can, of course, change on a dime."

"I see. Wasn't there an opposition to the Expansionists? The Isolationists, I believe they were called?"

"Si, il Iszionistiola party. They wanted to maintain the status quo. But the Expansionists didn't always wait for approval by the Merchant Council before doing something. Some fitted their ships for military purposes, and a number of other species were brought back as... they were called serfs, but make no mistake, they were slaves. Horses from Saddle Arabia and zebras from their tribes. The Expansionists claimed that, as we had originated on a world where horses were nothing more than dumb livestock, that we ought to use them as such here."

"That's appalling!"

"But lucrative. Many of them were from higher houses, or at least from houses that were considered higher at the time. And you forget, we live in a merchant republic; politics revolve around money. Or used to, until the end of the War and the rewriting of our constitution. Before the War, whenever anyone tried to ban 'serfdom', there was always enough money being filtered behind the collective back of the Council to fatally delay it, causing it to die on the Council floor."

"What'll it be, General?"

Vittorio turned briefly to the local, a yellow-ish earth pony. "You have any of that apple-flavored wine?"

"Sorry, General, we don't. We do have apple cider, but it's non-alcoholic."

"That'll be fine." The general pulled out a couple of coins and tossed them onto the table. The waiter took them, then turned to Luna. "More cider, Princess?"

"Yes, another glass would be pleasant." She levitated a few bits onto the table, which the waiter also took before walking away. "What caused the final breach?" she asked, turning her attention back to the human commander.

"Acerbi. Domenico Acerbi." The general uttered the name quietly, as though puzzling over whether or not it was a curse word. "He quickly gained traction in among the more landed elites in the Council, and wanted to pass a bill making slavery legal for any citizen who was able to acquire slaves through foreign expeditions, meaning the common peasant was out of the arrangement, as well as engage in what he called a 'colonization effort. Not that he cared for peasants, anyway; another issue was that he wanted to increase the powers of the merchant houses - especially those that supported him - over the government and common people." VIttorio shook his head.

Luna could see that the memories were becoming rather painful. She tried to change the subject; "You said that Mariani rode on a horse earlier? Doesn't that mean he approved of slavery?"

"No, of course not. It was a horse who had been freed from slavery. He went by the name of Mangiafuoco."

"Fire Eater? That doesn't sound Arabic."

"Well, no. By the time he was set free, he had been born and raised within our republic. Naturally, he was influenced more by our culture than his. You must understand, this s-" Vittorio stopped suddenly and put a hand to his mouth, coughing. Luna understood that he had been about to swear; he'd done this before. "As I say, this... nonsense had been going on for over thirty years. Many horses and zebras grew up far from their parents' homes. Mangiofuoco wasn't unique. These residents adopted our culture and our faith, mostly of their own free will. Indeed, Fire Eater, as you call him, became a devout worshiper of Cristo Re, without any pushing by his master."

"How did the poor dear become free?"

"Two years before the war broke out, Adamo came to the family that owned him. The man who would one day rise to be our Military Consul was there to settle a land dispute between two land families, which were commonplace. He saw the poor cavallo tied up, miserable after being forced to plow several fields. It was the first time Adamo was personally confronted by slavery; prior to this, he had almost exclusively resided in the capital, where slavery seemed a distant evil. It took one look for Adamo to become a true believer in the Iszionistiola cause. He bought Mangiafuoco from the family and legally freed him. They remained firm friends ever since."

Vittorio looked up as the waiter returned and set down two tankards on the table. "Two apple ciders, one for our beloved Princess and one for our honored guest of a general."

"Grazie."

"Much obliged."

The waiter turned to leave, then turned back, noticing the paper. "Them protests got ya down, Princess?"

"In a word, yes. General Vittorio-"

"Please, call me Matteo."

"-was discussing that with me just a few minutes ago. We were discussing the possibility of my sister making a speech to calm them down and let them know that this is a fight to the finish, however far away the finish may be."

"That would silence them deadbeats," the waiter agreed. "But what's the problem? Why cain't Princess Celestia do it?"

Luna sighed. "She's dealing with having to rule what's left of Equestria from the local tavern. She is constantly trying to prosecute the war and deal with various civil issues that have arisen from the war all at once. She had plenty of time to deal with things before the war, but this conflict and the pressure we're under from all sides is sapping her strength. It doesn't help when an incompetent farrier can't nail a horseshoe to a hoof properly. And her vision for a future Equestria, ruled by friendship, might well be extinguished if she fails. She's tired, and under a lot of stress." Luna sighed. "On top of that, she has to meet foreign dignitaries, and she's planning to visit Queen Novo in order to obtain her permanent support for this war, and trying to keep our alliance from breaking down. It's a wonder my sister's not falling apart at the seams. It's not that she can't do it, but a royal speech, especially one so important, must be perfect, or at least insofar as we are able to make it so, and I don't know whether she could pull it off in her current state of mind." Luna paused for a few seconds. "I think, once we get a handle on the war, that she will have more time for such a speech, and a better mindset, but that could be months, and we need something like this now."

"Well, why cain't you make that speech instead, Princess?"

"Me!?!" Luna exclaimed, truly surprised. "Please remember that when I returned just two years ago, it was as Nightmare Moon! The nation doesn't fully trust me yet, and who would blame them?"

"But yer our second Princess. If Princess Celestia's too busy ta make that there speech, then it looks like yer gonna need ta step up and do it yer own self. That is," the waiter added, looking embarrassed now, "if ya pardon me sayin' so."

"No offense taken." Luna took a sip of her cider. "I suppose I do have less on my schedule than she does. I still think that, having ruled for a thousand years, that Celestia would be a better choice, knowing the kingdom as a whole much better than I."

"But you are, as our young friend said, Equestria's Lunar Diarch," Vittorio noted. "A speech from you is a speech from the government, as much as it would be from Celestia."

Luna considered it for a minute, then finally, and slowly, nodded. "If my sister agrees to it, I shall do as you ask. And... thank you for the vote of confidence."

As it turned out, Princess Celestia had no objections to her sister giving a speech; in fact, she was excited for Luna, who had had very little time in public so far, and saw it as an opportunity for her to grow. And, as Luna had remarked, Celestia herself was beset by difficulties.

The "Appleloosan Address," as the speech would be called in the media, wasn't long, but it did get the world's attention.

Princess Luna quietly ascended the stage. Her heart was beating nervously inside her, but she carefully concealed her emotions as she walked up to the podium.

Generals Vittorio, Swiftclaw, Werner, and Al-Amin were already standing on the wooden platform. Facing them were pretty much all of Appleloosa's inhabitants, along with members of the nobility and numerous journalists. Most of the latter had notebooks and quills out, ready to quote her.

Luna checked to see that the rising moon was on the right course, then turned to the crowd. Silence fell over the audience, most of whom had been in quiet but earnest speech just seconds before.

"We are met," The Lunar Princess began, "near a great battlefield, one that saw the preservation of Equestria by a slim margin. Most of you will well remember the events that led us to the present, but for for those who may yet be ignorant of why we fight, I will briefly recap the conflict."

"In April, when much of Canterlot was assembled for one of the most sacred and joyous ceremonies known to ponykind, that of marriage between a stallion and a mare, Shining Armor and Princess Cadence. Little did my sister and myself suspect that our city had already been infiltrated. We were overcome from the inside. The changeling leader had played the part of our dear Cadence, whom she had imprisoned. Fortunately, my sister and I, along with the true bride, the groom, and their friends and family succeeded - for which I thank Providence - in escaping the capture of our palace and capital city."

Luna let out a breath before going on. "In order to rally resistance to our enemies, we came south, ultimately to this very town. During this time, when we could not stop them, the changelings brutally ravaged the north of our country. They imprisoned, killed, and did harm most foul unto our unfortunate and loyal subjects there. Our farms have been burned, as have our cities. Our enemy savagely oppresses our ponies, turning them into nothing more than slaves and food to their insatiable appetite. Were it not for the courage of our armies, and those of our brave allies, we would all have suffered the same fate."

"We managed to recover some small part of the land captured by our enemies, all the while taking their hive in the Badlands and driving them from that desolate wasteland. This, however, has not been enough to force our enemy to quit, nor should we expect it to in the future. In the meantime, Manehattan and Baltimare have successfully withstood the besieging armies, and it is with great pleasure that I can announce that we have opened a land route, re-establishing communications and allowing us to resupply the city."

"Without a doubt, there is much to do. We will have to drive our enemy out of our fair land entirely, and they will resist with savagery and fanaticism, as they have done whenever we have met them in battle. That is not to say, and never to say, that we are weak. Our armies have driven the enemy back and even advanced.

"Equestria has lost much in the preceding months. Many lives have been lost, uncounted bits worth of property destroyed, and our land ravaged by an unexpected and unwanted war."

Luna took another deep breath. "Our enemy, no doubt, believes us to be weak. He is mistaken. We have suffered under the initial blows, it is true, but we still stand. Equestria builds up her army and the arms to go with it; these increase every day. It will be some time before we are ready to reclaim our land, but I ask our loyal subjects - our citizens - and our allies, to be patient. The day is coming when Equestria will be one hundred percent free from our oppressors. That day may be months, even years, away, but it is coming, and the tyrant who leads this invasion will see justice done upon her for all the harm she has inflicted upon us. We ask for our ponies to remain calm and patient."

"We have much to be thankful for; we have strong allies, a considerable part of our country remains free, and our foes are paying the price for their advances. We have pushed them back and relieved Baltimare, and the enemy's recent push on Las Pegasus has failed utterly, with their army driven back in near ruin. Our defenses hold.

"Stand fast, Equestria. Stand fast, our allies. The time of victory comes. Perhaps it comes more slowly than we would like, but it is coming. For any citizens in the occupied zone who may be fortunate enough to receive a copy of this address, we ask for courage. Courage to withstand the evils the changelings inflict, courage to fight when possible, and courage to take the hard road of helping one's fellow ponies rather than take the easy road of collaboration. You may be under the tyrant queen, but you must remember that you are ponies, not changelings, and that your rightful rulers reside in Appleloosa until the day we walk down the streets of Canterlot once more.

"In the meantime, we prepare. We arm. We build up. Our enemy will feel our might in due course. Patience and courage will be key in the upcoming months.

"Thank you for your time today. We will stand victorious at the end of this time of evil."

There was some stomping and some clapping, but less than Luna expected. She looked back toward Vittorio. "I was hoping for a better reception than that."

"They're digesting it," he replied. "Give them time. It's what you called for, after all."

Luna's speech, though perhaps not the most flamboyant or inspiring ever, did manage to make an impression on the hearts of those who heard it, and it's repetition in various media sources finally managed to calm the more belligerent ponies on the streets.

Internationally, the speech had mixed results. Queen Novo finally accepted that the conflict would be a long one, and ceased - for the moment - to offer any complaint. The rest of the Allies also accepted the speech, though, naturally, the griffons grumbled. However, the dragons saw in the address a sign of weakness, despite Luna's claims to the contrary.

As the front stabilized, the Allies dug in deep. Their trenches were constructed in a zig-zag pattern, allowing them to concentrate fire as well as minimizing the damage the changelings could inflict if they managed to penetrate, as they would not be able to fire down one straight line. Additional trenches lines were set up, in case the enemy managed to breach one, with artillery placed in prime positions behind all three of them. In addition, at night, the Allies set up barbed wire to entangle any changeling that attacked from the ground, and in certain areas distinctly marked on Allied maps, they set up minefields, which were also laid at night.

Winter's approach would have been less of an issue in other countries, most of which did not require pegasi to handle the weather. However, with the weather factory in Cloudsdale having fallen during the sack of that skyward city, the ability to manipulate the seasons in Equestria itself was badly limited. A second factory was being constructed in Las Pegasus, but it would take over a year for its construction to complete. In the meantime, the number of clouds available for rain and snow was down to 37% of normal, making a drought in the still independent south almost inevitable.

"Okay... what went wrong now?" Dermestidae growled in a dangerous voice.

The pegasi in front of him were clearly unhappy. "We're doing our best-"

"it isn't enough. This facility should already be up and running."

"You shouldn't have shot the place to pieces," one of the ponies replied, frustrated.

The changeling commander turned, eyes glaring. "You want to be my next snack?"

"If you're going to steal my love, you'll do it anyway. We have no rights under you tyrants."

"I could show you, right now, how tyrannical we can be, unless you accept the condition that you have no rights, which means blaming changelings is out. Forbidden. Do you really want that?" He licked his right fang. "I might not even bother draining you from a distance; my fangs need testing sometime soon, and taking your emotional energy from you that way would be very satisfying."

He didn't sound like he was joking, which was because he was not. Because of that, the protesting pegasus shut up.

"Now that we have the rightful pecking order out of the way, what is the problem?"

"Sir, the damage is immense," a different pony began. "This factory is not some macaroni art that any kid in a kindergarten class could make; it requires a lot of advanced materials and engineering, and these were systems originally designed by geniuses, most of whom are dead, one way or another. We need time, not only to find out what's wrong, but to figure out how to fix the blasted thing. And it's an entire factory we're being asked to rebuild."

"Well, what went wrong with this particular repair?"

"Mainly that the clowns calling themselves our suppliers gave us the wrong type of material to replace one of the main parts, and the stupid thing broke down immediately when we tried to test it. In addition, we were given the wrong kind of clouds to work with, so that one of the chambers for making snow was damaged."

"Ah." Dermestidae didn't quite understand how cloud technology worked, but if you used the wrong materials for any project, something was bound to go wrong. "I hear there was some kind of explosion."

"Some idiot provided us with cumulonimbus clouds instead of the cirrus we requested. As a result, the new chamber blew up, and half of our team is resting in an infirmary. We were lucky they weren't killed."

"You're lucky I don't eat you alive. We need this factory up and running again in order to feed you, that you may, willingly or otherwise, feed us. I am on a schedule sent by my superiors, who themselves answer to our Queen. You don't want our Queen coming down to personally inspect this place and its workforce, let me tell you that," the drone said, licking his fangs threateningly once more. "I suggest - and by suggest, I mean instruct - you meet the necessary quotas, or else you'll really be catching it, and soon."

The pegasi looked unhappy, but Dermestidae didn't care how they felt. They had gotten the message. That was all that mattered.

Chrysalis sat upon her throne as she read a captured newspaper. "I suppose Luna thinks that Equestria will last long enough to put up an effective resistance to us," she said contemptuously. "And as for calling for their precious little ponies to revolt against us!"

"Truly obnoxious," Aphid agreed. "It's clear that the ponies under our rule, quiet or otherwise, think they owe their allegiance to a pair of absentee Princesses."

"They owe no such allegiance. I am their ruler now. Anypony who claims to be acting against us, under the guise of being a subject of Equestria's Princesses, will pay the price."

"Yes, My Lady."

"Let's see." Chrysalis set down the newspaper and levitated a clipboard in front of her. "An interesting an useful invention," she noted. "Paper and ink has helped us keep better records of things. Maybe we owe the ponies a little after all - but don't let them hear that."

"No, My Queen."

"Hmmm. Apparently, the drones responsible for the altercation experiments are due for a visit." Chrysalis looked up. "Send in the researchers."

The two drones in front of the doors bowed, then opened them. Four other drones walked through, two male, and two female. They marched up in front of the throne and bowed.

"Be seated."

The four obeyed.

"Have you made any new discoveries?" the Queen asked.

"We have," one of the male drones said.

"And that is...?"

"May it please your highness," a female drone replied, "we have begun altering royal jelly using genetic pheromones to heighten aggression in the drones given it. In addition, we've managed to successfully test a jelly altered to induce faster healing. It has healing properties on changelings who had been injured, and we believe that a drone whose egg is changed with careful application of this jelly will be able to heal twice as fast as a drone without the altercation."

"And what about the... I believe you called it the 'aquadrone,' yes? how is that project coming along? We need to be able to counter those cursed naval fortresses the Avalonians have brought with them."

"We're trying, Your Highness," the second female drone said nervously. "We're attempting to genetically alter aquadrone eggs for faster underwater travel and to be able to sneak aboard ships. However, we've as yet been unable to get them to change form to mimic other species or objects, meaning that, if they were to board an enemy ship, they would have to be able to outfight the crew, which is unlikely given the guns they are currently using."

"At least it gives us something."

"Your Majesty, if I may?" the fourth drone, the second male, asked.

"You may."

"I think that boarding a ship is quite unnecessary. If we utilize a new type of jelly and a series of alterations I have been preparing, it may be that we will be able to sink a vessel without needing to board it and detonate its magazines."

Chrysalis' eyes opened a little wider, though her features otherwise revealed nothing. "Go on."

"...Well, if we were to boost the damage an aquadrone were able to do with its horn, it could unleash a burst of plasma that could melt through the hull of a ship."

"Underwater?"

"Preposterous!" the first of the female drones scoffed. "Energy dissipates almost immediately underwater!"

"Not with the changes I've been getting ready," the enterprising drone replied. "if the beam or pulse were to be protected from the water by a means within either the spell itself or the caster, it could reach its target without attenuating between the aquadrone and the target ship."

"And how would you accomplish that?" the female retorted. "We would probably need two aquadrones to do what you're suggesting; one to actually fire the shot, and a second to protect the energy from the water, and that would require a ridiculous amount of concentration."

"That could be a possible fix, if we manage to create a second type of aquadrone with superior eyesight and a precise ability to control the shielding spell." He shrugged. "It's better than letting the enemy fleet sit there and pound us."

"Indeed," Chrysalis interrupted. "We need the aquadrones to be able to get rid of their ships, if not by boarding, then by some other means. I want this, and I want it now. If we can stop their navy, we can take Manehattan and Baltimare and any other coastal city, not to mention holding them against counterattacks. I also want some means for our drones to be able to survive longer in battle."

"We're working on making a drone specifically made to cast a shielding spell, Your Highness, but that formula is proving rather difficult," the first male drone injected.

"Can you make them better armored, then?"

"That's... easier," he replied, "but given how much power their weapons have, I have my doubts that any amount of additional chitin will keep out bullets entirely. A drone with such modifications would be so enormous that it would be virtually immobile and essentially useless on the battlefield."

"Alright," Chrysalis said, sighing. "Continue working on the aquadrone eggs in particular, but don't stop trying to come up with more drone varieties. I also want a drone able to fight in the air against their machines."

The four bowed. "It shall be done, my Queen," they chorused.

"Good. Now, proceed with your tasks."

The four researchers left the room. The doors closed behind them.

"Hmmm."

Chrysalis turned to Aphid. "You disapprove?"

"I... fear... that continued genetic manipulation will..."

"Well?"

"It might backfire. We might become monsters, even to ourselves. What if this war transforms us into something that no changeling was meant to change into, literally or metaphorically?"

"Let the ponies worry about metaphorical problems. As for the literal, be assured that I am keep a very close watch on the researchers. If they develop something that is too much... un-changeling, then I will stop them immediately."

"I just hope that doesn't come too late."

"It won't. I am Queen, after all."

While the two sides continued to build up their forces, outside powers took notice. The victory at Las Pegasus momentarily turned some dragons away from joining the conflict; if the Allies had a weapon that allowed them to control the skies, it might be dangerous for dragons to fight them, and most dragons, while desiring loot and fame for themselves, weren't so obsessed with wealth that they sought death in exchange. Nevertheless, the pro-war sentiments among young dragons remained high.

In the meantime, across most of the world, winter was settling in. Only Equestria was at a loss, as the Cloudsdale factory was in the hooves of the changelings, and badly damaged at that, and the factory in Las Pegasus was less than one-third complete. Snow was in short supply, and Baltimare and Manehattan, both on the front lines, were potentially dangerous places for pegasi on cloud duty. Snowfall was extremely limited, with barely an inch or two of snow. It wasn't much better elsewhere. On the front lines, there was barely any snow at all, and that only after the pegasi in the Equestrian military spread snow at night.

Winter, while normally a major problem for military forces, was actually desired by the Allies at the time. Equestria in particular just wanted to maintain the current battle line, and the cold and the snow would make a major offensive by Chrysalis' armies difficult. In addition, the Yak delegation that had visited the Avalonian base of operations in the south had informed the other Allied powers that the changelings seemed weaker in the snow, and this was not lost on the Princesses and commanding officers. Unfortunately, their ability to take advantage of this weakness was virtually nonexistent.

If not for the foolishness of the changelings, winter might not properly come to Equestria at all.

Dermestidae looked over a list of ponies, crossing out a couple of names. "Lazy, foolish pegasi," he muttered. "They need to get working, and fast. Our Queen needs our new slaves to be healthy in order for us to be fed, and woe be unto anyone foolish enough to hinder Her Majesty's plans!"

"I'd say they're woebegone already," another drone laughed.

"Not as much as they will be if this factory isn't back in action on schedule." Dermestidae put down the clipboard and uncrossed his legs from the desk.

"We've given them everything they need," another changeling noted. "I've noticed that they've been working on specialized equipment, though, and that's probably what's slowing them down; the machines needed to make the weather need to be exactly right or else they won't work."

"Not an excuse." Dermestidae got out of his chair and stood up. "We're getting this place up and running, and I mean yesterday."

The changeling overseer got out of his chair and walked out of the room. Just outside, pegasi were struggling to attach a large, glass globe, within which clouds swirled, to a large stand.

"Why isn't this contraption completed yet?" he demanded of the pegasus he had left in charge of the construction.

The pegasus looked unhappy. "We've been trying to get it so that the clouds within are stable. If we don't take our time and do it right, it could cause the whole factory to blow."

"You've been 'taking your time' with the entire factory!"

"It requires specialization and care! Otherwise, either it won't work at all, which is the best case scenario, or-"

"You're just lazy... or worse, in league with Celestia and her Allied dogs!" Dermestidae slapped the pegasus across the face. "You're not slowing this down. We're getting this place up and running... NOW!"

He turned to the two drones nearby. "Get the rest of the factory guard over here. If these ponies aren't going to do their jobs on time, we'll do it for them, and make them pay the price."

The pegasus he had just slapped just stood there, face full of resignation. "You'll have only yourselves to blame if this goes wrong."

Dermestidae immediately sucked a great deal of love from the worker pony, who stumbled and collapsed. "I told you lot," he said, after he was done, "we, your conquerors, are not to be blamed for anything. Your impertinence and defiance have been noted. Once we've finished this, you're going straight to Canterlot, to the Queen Herself, to answer for your crimes."

The pegasus, gasping for breath, only managed to say, "That's if... we.. survive what happens next."

The changeling drone turned contemptuously away, grinning. "Idiot."

More changelings came flying in; one by one, they knocked away the pegasi doing the work and collectively took hold of the globe themselves.

"Don't!" another pegasus construction worker yelled. "If you set it too fast, it'll-"

For his trouble, he was also drained of emotional energy by the drone replacing him.

The changelings took the globe, which the pegasi had been very slowly setting into it's place, and roughly slammed it onto the four small pillars that it was supposed to go on.

Dermestidae grinned even more. For a moment.

It became clear within seconds that all was not well.

The clouds within the sphere turned dark. Lightning began to crackle, first between and around the clouds, then, terrifyingly, outside of the sphere. Two changelings were caught by lighting, and were both shocked to death on the spot, their lifeless husks falling to the floor; a pegasus was caught soon after, and fell, screaming from the burns and the shock.

"I.. warned you," the pegasus construction leader said. The changeling overseer turned back toward him; the pegasus didn't even look angry, just grim. "Those clouds are volatile and very, very sensitive."

Dermestidae turned back to watch as the globe began to glow white; more lightning flew from it. Pegasi and changelings alike were fleeing from the scene.

"They're going to reach critical mass fairly quickly," the pegasus said.

"Fix it!"

The pegasus laughed, then winced as the globe shined even brighter. "Too late for that. Cloudsdale is going to have a big chunk blown out of it in a short while. That would probably be true even if it dropped through the floor right now."

Dermestidae's eyes opened wide. As the pegasus laughed again, he sought a way out as the globe flared; he heard something elsewhere in the factory explode as lightning lashed out in all directions.

On December 16th, 1002 EC, the Cloudsdale Weather Factory, the pride and joy of that city, and the bringer of weather throughout Equestria, exploded. A white light flared, and the deafening roar that followed could be heard as far away as Canterlot. In fact, Allied troops on the Front were able to see a distant, white flash. Unaware of what it was, they referred to it as "The Winter Star." Had they known the truth at the time, perhaps a more somber name would have been attached to explosion.

The ruins of Cloudsdale were shredded by the blast, as were any changelings and ponies caught up in the detonation. The city was virtually unrecognizable as such; if it were not for pegasi who had fled the town before and during it's sacking, perhaps none would have been left who could have found it, let alone rebuild it. Hundreds of changelings, and over a thousand pegasi, were killed in an avoidable accident.

The one good to come from the incident was the snowfall that blanketed practically the entire country, including the Front. The already cold temperatures and the water within the factory, in addition to snow that the workers had made, caused snow to not only fall not only as individual flakes, but as clods of frozen material. By the time the night was over, Equestria had been introduced to the war's first real winter.

Author's Note

Sorry for the long absence. I'm still here, and still writing.

Chapter 7; Winter

As winter settled on the dismal year of 1002 EC, the two sides froze in place... literally and metaphorically. The changeling armies were, for once, more preoccupied with survival than with conquest and slavery. Warriors who had expected the conflict to be over within days, perhaps a couple months at most, were now confronted with the reality of the freezing cold.

"Brrrrr," Thorax said as he shivered, crossing his forelegs tightly against his body in a futile effort to retain some measure of warmth. "I-i-its getting c-c-c-colder by t-the s-s-second, I sw-swear."

"J-just... have to b-b-brave it out, l-little brother," Pharynx replied, in an almost identical stance. Both were sitting in a miserable section of trench, surrounded by similarly affected changelings.

"St-stinking... factory workers," a third changeling said, trying to nestle into the trench wall. "If-if they h-ha-hadn't..."

"But they did," Pharynx answered. "N-now we have t-to d-d-deal with the c-consequences."

The tiny fire they were huddled around was barely going, as the winds of the blizzard threatened to extinguish it. It flickered, and each of the changelings present suppressed a gasp as it threatened to go out.

"More wood!" came the call of another changeling warrior, who carried three rather small logs in his magical aura.

"P-put it on already!" Pharynx snapped.

The warrior did just that; the flames sparked, and all of the changelings present sighed in brief relief.

"Phew. How on earth did we ever survive winter before now?" Thorax asked, cuddling up closer to the fire.

"We usually remained in the hive, which was more than enough," his brother said. "in addition, most of our infiltrators either carved out nests in hard to reach places, say, forests and swamps, and those actively impersonation a pony had all the comforts of their... hosts. We didn't have to be out in winter most of the time, in other words. I have to admit," Pharynx added, "I'm impressed that the enemy held out so long. Think it was part of their strategy?"

"What?"

"To try and freeze us out."

"I don't think they knew anything about our anatomy, so how could they have known? Plus, the winter started because that airborne factory blew up. As far as I can make out, it was an accident."

"Well... I hear the rest of the world has winter without flying ponies to start it. Think they could make it so that happened here?"

"I doubt it. I don't think Equestria works the same way as the rest of the world."

"The other side must be suffering worse than we are," another warrior put in. "We're Changelings, the best warriors and strongest species on the face of this planet, and we're cold and miserable. It must be hell for the ponies and their puppets."

"Hadn't thought of that," Pharynx said. "Given how this whole conflict has gone, though... I wouldn't be surprised if they found a way to get around the cold weather. They've lived in it for millennia. We... mostly haven't."

"Anyway, how do we fight the enemy in these conditions?" a fourth warrior, Mandible, asked.

"We don't. It's too cold for us, and no matter what we did to the enemy, it would do us no good if we froze to death halfway across no pony's land."

"Could just transforms into bears and other hairy beasts to keep warm, right?"

"Don't be a fool," Thorax scolded. "Our outsides may change, but our interior organs remain the same. It's why we can't change into a toaster and get plugged in; we'd get fried. Our ability to change form can't save us for long in cold like this."

"Ugh, I'm glad I'm not a changeling up on the yak front," someone else said. "Those... beasts won't be afraid of a bunch of changeling icepops."

"Don't think about it," Pharynx advised. "They've got their problems up there, and we've got our problems down here. We obey the Queen, no matter what."

"I don't even want to think about anything north of here," Thorax said, still shivering. "How we put up with the cold down here, let alone up there... I don't know. I don't know. I don't know how we're going to deal with this. If it weren't for all the wood we've managed to get, either from cutting down trees or from destroying houses, chances are we'd be dead already."

"Stop worrying," Pharynx said angrily. "We'll win this 'war' next spring, and then everyone responsible for this... this cold... is gonna get it."

"Brrr, it's freezing," a light blue earth pony mare said, shivering. She was already bundled up in winter gear and she, along with others, were sitting around a fire.

"It is what it is," Shining Armor answered. He was also shivering, but he tried not to show it.

"What do we do now, general?" One of the soldiers asked. "Do we stay here, or go forward?"

"I don't think we're going forward any time soon, not until this snow melts," Shining replied. As a matter of fact, he and the other generals had been thinking of offensive actions, but right now the Alliance was holding the line, and gathering resources would take some time. Hopefully, if the Alliance managed to mobilize properly, Equestria might be liberated by the end of the coming summer.

"Did our intel get it right?" his aide, Captain Stalwart Defense, asked. "Did the changelings blow up the Cloudsdale Weather Factory? Is that why this winter started?"

"Technically, we were working on it ourselves, but from what the Princesses said, it's true. Apparently they were trying to fix it, and then the whole thing blew up on them."

"Couldn't have happened to a more deserving people," the captain said. "And at the best time for us."

"Not sure if it's good that we're getting frostbite," another soldier said. "Not to mention that stew gets cold so fast that I have to try and gulp the whole bowl down in one go."

"It's rough all around," Shining said, looking into the fire. "Our kingdom's in real danger."

"Can't see it ever recovering," a mare called Velvet Scarf replied, flipping her namesake around her neck with a hoof. "Those bugs have killed or near killed everypony up north already. Probably nothing left to recover."

"Oh, don't say that," a stallion by the name of Steel Shot said angrily. "We haven't even begun to fight back. The changelings'll wish they'd never set hoof in our land."

"I didn't say we couldn't kick out the changelings. I said there would be nothing to recover in the north if we did."

"And you're wrong. Life recovers pretty quickly from disasters." Steel Shot turned to regard Shining. "You sister and her friends would be living proof of that, right, sir?"

"She would. She has, in fact," Shining responded. "And I believe we can recover from this. It will take years, or even decades, but we'll get back on our hooves."

"Gotta wipe out those stinking bugs first," another stallion named Racetrack said. "They took mah brother and sister. They're probably rotting in some cocoon or whatever. They need to pay. No, they need to suffer, and die in the most humiliatin' way possible, them and their queen."

"That's not us. That's not Equestria," Shining protested. "We don't do that."

"It's how I do things, with them bugs. More of 'em that r' dead, the better fer Equestria."

"No, it's not," Shining warned. "If you do that to prisoners of war - and I will find out about it - you'll never see the outside of a prison cell ever again. We're ponies; we don't hate, we don't murder or take vengeance."

"Easy fer you ta say," Racetrack said in a mocking voice. "You still got yer sister, mah an' pa, and ya got yer little wife, so what do you know 'bout loss?"

Shining felt his own temper flare. "Watch your mouth, private. You're out of line. Zip it."

Racetrack stood up, but a buddy of his, sitting right next to him, lifted a hoof and whispered in his ear, and the mutinous soldier sat back down and crossed his forehooves.

"We're not mistreating prisoners of war. End of story. I'm sorry about your brother and sister, but this is Equestria. Do you really want to make it what the changeling Queen wants to transform it into? Furthermore, if you do anything like what you've threatened, I'll personally make an example of you to all would-be transgressors. Understood?"

"Plainly." Racetrack just sat there, furious. Shining sighed, knowing he hadn't changed the soldier's mind, even if he had persuaded him not to commit any atrocities.

A voice came from out of the blizzard. "Hello, friends?"

Shining turned toward the west. A man was walking toward them, in the garb of the Avalonian Army. "Stop and be scanned, or you'll be taken for an enemy," the Guard Captain warned.

The man stopped. "Do this, then to letting in."

Shining cast the spell; he'd learned it from Twilight, who had used the spell during the first chaotic battle for Canterlot. The man flinched as the spell washed over him, but he didn't forcibly transform into a changeling, so he really was an ally. "Come in, then."

"To be doing." The green-clad soldier - he wore a short cape and hat, the symbol of an accomplished sniper - butchered the Equestrian language, which Avalonians called English for some reason. He wasn't coming to kill anyone, though. he did bear a rifle, but Shining didn't blame him for that; few soldiers went around without their weapons, and it would have been unwise, in his view to do so on a battlefield.

"To thank," the man said as he sat down near the fire. "Having..." He stopped talking, clearly thinking of what word, in his limited English/Equestrian vernacular, to use. "Having note. Giving to commander of Equestria army. Telling me he was here."

"That's me," Shining said. He used levitation to lift the message once the soldier had taken it out and read it briefly.

"What's it say, sir?" Velvet asked, lifting herself to her hooves.

Shining continued to read for a moment. "It seems that General Vittorio wants to discuss something." He looked at the Avalonian who had brought the message. "What is your general planning?"

The man shrugged. "Not knowing. Being soldier." He pointed to a felt badge on his sleeve, marking him as a private first class. "Not general. Maybe best I not knowing, when bug ponies may to be stealing me, eh?"

Shining nodded. The threat of capture was a good reason for commander to hide their intentions from their own troops, and that went triple when fighting a species that could change its form in an instant.

"I do giving you what am do having," the man went on, taking out a canteen.

The Avalonian may have butchered the Equestrian language, but that gesture made more sense than words could ever say. Avalonians drank wine regularly, and this one was proposing to share with friendly troops.

The ponies around the campfire all turned to Shining, who nodded. "Just make sure you don't get drunk; drink in moderation."

The other ponies cheered, and began to line up in front of the Avalonian, who looked amused but happy.

"What's up?" Shining asked as he entered the green tent. Boy, these people love the color green!

General Vittorio didn't look happy. "We've just received a report." He set down the paper he was reading onto the table in the middle of the tent, which was covered with maps. "Here."

Shining picked it up and read it. "Four ponies managed to sneak through changeling lines - they were scanned and checked, they're legit - and reached us. All in very poor condition, starving and weakened from their journey. All have suffered badly from love deprivation." Shining looked up. "Not good."

"No. It is our first eye into the occupied lands. Keep reading."

Shining continued to do so, his eyebrows slowly rising in shock. "I knew it was bad, but this...?"

"I know." Vittorio took and flung something out of his mustache. "It's worse than our civil war. At least both sides then - largely respected individual and property rights. Here, the conquered have no rights whatsoever."

"Terrible... and we can't do anything about it."

Vittorio brought out a bottle of something, to Which Shining shock his head. The Avalonian general put the bottle back in its place. "I wouldn't say that exactly. We're five days out from our first coastal raid. Maybe we can save a few from this disaster."

"A few. Not a whole lot."

Vittorio scratched Shining's right ear. "Don't despair, amico. Justice will prevail in the end. And the enemy need these ponies alive, or they will have no food. They can't go indiscriminately killing them, and will go on feeding them, however terrible their existence, which we will free them from, A Dio piacendo."

Equestria's dockyards had begun to pump out new ships, modeled after their Avalonian counterparts. It was mostly formed out of destroyers, with two cruisers under construction in drydock. Battleships were planned for the second half of the next year.

However small their navy, the Equestrians were determined to take back their land, and their sailors and marines showed great enthusiasm. Equestria's first battle fleet in hundreds of years joined with a squadron of Avalonian destroyers, with a dreadnought as the flagship, just off the coast of Baltimare, along with a small fleet of Saddle Arabian galleons and galleys.

Bright Wing stood on-board a new Baron-class destroyer, tucking his wings closely against his body as the cold air nipped at him.

The Baron was a metal ship, built after the Avalonian model. It featured four four-inch guns and a series of anti-air guns, and also had two torpedo launchers, each capable of firing three torpedoes at once. It was also armed with an experimental energy gun, powered by magic as opposed to powder. It was supposed to be a long range weapon, capable of melting through metal and being able to strike targets in the air as well as on sea and land. Bright wasn't so sure how the gun would face up to real combat, and he wasn't alone.

The Baron class could probably take on one of its Avalonian counterparts in a one on one duel if need be. However, the giant Avalonian flagship, a mighty dreadnought, easily outgunned everything else in the fleet. With it's massive 12-inch guns, eight of them, in four massive turrets, in addition to its smaller but very plentiful secondary guns and massive anti-air capacity, it looked invulnerable.

It was on the side of Equestria, though. As were the much older, out of date, but still very friendly wooden vessels of the Saddle Arabian fleet. The changelings had nothing to match the naval arm of any of the Allied powers. It looked like it would remain so, too; the changelings seemed to have no interest in building ships of their own.

He waved to the crew of the Volpe, one of the Avalonian destroyers, who waved back cheerfully. At least the Allies got along, which was one positive.

Bright looked around. Most of the crews aboard Equestrian ships were made of pegasi, the most adventurous and battle-ready of the three pony tribes... or so legend seemed to showcase. It had always been so. Of course, some earth ponies and unicorns were part of the crew. However, there was something about the sky and sea that appealed to pegasi, especially those born, as Bright Wing had been, in coastal towns.

Of course, they also had one advantage that other ponies didn't; the ability to fly away if the ship was sinking. He tried not to think about that too much. No sailor wanted their ship to sink, or to think about fellow crew members being trapped in a floundering hulk.

The fleet passed by Horseshoe Bay and headed out some distance to sea before looping back toward Fillydelphia. As night fell, the fleet moved in and prepared for action. For the changelings, nothing seemed amiss... until shells that only large naval vessels could carry began detonating among them.

For the soldiers, Equestrian, Saddle Arabian, and Avalonian, now aboard small boats heading toward shore, the anxiety was practically palpable.

Boats approached the shore in the cold frost of early dawn. Soldiers rowed as slowly and silently as possible, regardless of their species. Men, ponies, hippogriffs, and Saddle Arabians nervously checked their weapons. The fleet lined up, taking advantage of the fog to position itself.

There was also a lot of shivering. It was, after all, winter. The hippogriffs, ponies, and Saddle Arabians all had feathers or fur in addition to their winter clothing. The Avalonians, however, were freezing even with their winter gear.

Not all of that shivering could be attributed to the cold, of course. This was war, and none of them knew just where or when they'd meet the enemy. Or how they'd meet them. The changelings could disguise themselves seemingly as anyone or anything. Their local strength, their reinforcements and reserves... none of this could be ascertained.

The mission had sounded simple. Raid the ruins of the conquered city Fillydelphia, find whatever intelligence they could, capture some changelings, and free any survivors they could find and bring them back. In addition, there had been whispers that Allied High Command wanted to establish a permanent beachhead.

Longsword, having been promoted to Captain since Froggy Bottom Bog, had all this going through his head and more. From what little he could see of the city, it wasn't pleasant. Everything in the distance was all shadows at the moment, but it looks as if the city had been overgrown by some sort of wildlife plant. No activity, from ponies or anyone else, could be seen, and there were no lights coming for the city. It was utterly ominous.

"Captain..." one of the soldiers in the boat whispered.

Longsword shook his head. "Save it for later," he replied, as quietly as he could.

To his relieved surprise, the boats made it to land without any sign of the changelings... not that that necessarily meant anything, given that they could hide as almost anything. Men, ponies, horses, and hippogriffs came out of their boat and began making their way up the hill they had landed at the base of.

Again, there was no resistance. The enemy seemed to be utterly nonexistent. Off to the north, the city remained in darkness.

Longsword crawled with his belly to the ground. His right front hoof held a newly-made Defender rifle, a weapon based loosely off of the rifles that the Avalonians carried. It had a four-shot magazine and could be used by ponies with shod and unshod hooves.

He was wondering just when he would have to use it when four shapes rose out of the fog. Longsword brought his gun up and drew a bead on one of them.

A hissing challenge came from the four. Someone fired a gun, and one of the figures fell. There was a shout of surprise, followed by more hissing. "Rebels and traitors to her Majesty Queen Chrysalis!" one of them yelled.

That was enough. Longsword fired, and another changeling collapsed. A burst of machine gun fire cut down the remaining two.

They'll know we're here now, he thought. Out loud he yelled, "Forward!"

Similar shouts from other Equestrian and Hippogriff officers, along with shouts in Italian and Arabic from Avalonian and Saddle Arabian officers, sounded out. The fight was on.

Hippogriff soldiers took up positions on the roofs of several buildings within the Fillydelphian harbor. They, along with some griffons and pegasi, had managed to capture much of the harbor quickly. There had been some fighting, but the changelings had been caught by surprise, and they were killed or incapacitated quickly.

Whiteclaw, a young hippogriff, stood with a rifle, looking down at the streets below. Avalonians, earth ponies and unicorns, and Saddle Arabians moved forward down there, having gotten out of their boats and unloaded their equipment.

The city didn't quite seem awake. Some lights were on in some buildings... but most remained ominously dark. The enemy wasn't visible, but, according to intelligence, that meant literally nothing. The changelings could transform into almost anything, so keeping both eyes peeled was a necessity.

...I wonder... could they transform into buildings, or ships? How big or how small can they get?

"Whiteclaw!"

The youthful hippogriff turned his head. "Yes, Corporal Sea Breeze?"

"Just 'Corporal,' and listen up. I want you to stay alert. Keep your mind focused on the task at claw, and don't let your thoughts wander off. Got it?"

"Yes, Corporal." Whiteclaw sighed as he turned back to his task. Before the war, he had been accepted at Blue Seas Academy, perhaps the most prestigious university a hippogriff could hope to join, and had scored high marks in philosophy and various sciences. Unfortunately, as Sea Breeze had said, his mind tended to wander; he often thought of alternative theories and analyzed things in his mind, including science experiments and various philosophical concepts. His classmate had often joked when this happened that his mind had decided to wander off, temporarily leaving his body behind as an empty shell. The nickname "Shell Head" had been thrown around numerous times before and after classes.

He shook his head. Now wasn't the time for memories. He'd been drafted in the middle of the previous semester, after the war had broken out. He now had to be the best soldier he could be.

He looked back at the streets. Nothing there but more soldiers.

He looked up. No changelings in the sky. None he could see, anyway.

He looked at the buildings around them. Nothing there either, other than a lamp leaning out of a broken window.

Wait... why would some random lamp be hanging out of a window?

He raised his rifle and aimed carefully.

Bang!

There was a loud screech; in the place of a lamp, a changeling fell out of the window, falling, falling, falling down to the streets below.

"Good work, Private Whiteclaw," Sea Breeze said, nodding. "Maybe you have what it takes for the army after all."

I hope I don't have to do that too many more times, Whiteclaw thought, staring at the mess below. How could anyone remain sane if they had to do... this... for so long?

Machine gun fire cracked through the streets and Avalonian soldiers moved forward. the changelings in the city had been caught by surprise, and many that came to see what was going on were shot down before any organized resistance to the landings could be formed. Rifles were fired by the landing forces as they began to surge through the streets.

The enemy, however, had begun to regroup. Changeling warriors were beginning to gather in small groups; green bolts of energy began to fly through the air as the horde began to muster to face this sudden attack

"Go to a quiet sector, they said," Antennae muttered disgruntedly as bullets flew overhead. "It's totally safe, they said."

"Oh, shut your stupid mouth and listen!" the squad leader, Mothwing, said angrily. "You're a drone of the hive; act like it! Now, for the rest of you, who aren't behaving like clowns," he went on, looking, or perhaps more accurately, glaring, at each of them in turn, "We're going to try and rush them little by little. Commander Fang has taken over the defense, and he's not kidding about this counterattack."

The mandible helmet - and the scratches on it, including a dent that had clearly been made by a bullet - marked Mothwing as a survivor of the Battle of the Macintosh Hills. While Antennae might have wanted to argue, he knew that the other changeling could pound him into the ground without breaking a sweat.

"Right then. We're going to form up. Don't go rushing into their gunfire; stick to the shadows until you get close. Don't shoot, or they'll see you and blow you away. Don't fly unless you've got no other choice. And if your hides aren't there within five minutes, I'll personally beat each of you idiots senseless... assuming you survive..."

"GO! GO! GO!" came the yell of Commander Fang.

Hundreds of changelings ran or flew forward. The buzz of changeling wings filled the air, as did plasma from hundreds of horns.

In response, the Allied invaders opened fire. Changelings began to fall as machine guns and rifles mowed them down.

"Give them all!" Commander Fang screeched. "No quarter!"

"That's our cue," Mothwing said to the stealth detachment. "We move NOW!"

The infiltrators moved into an abandoned factory that was near their starting position. The sound of battle echoed from the streets outside as the fighting progressed. Antennae and his group hugged the inside walls of the building, hoping that a ricocheting bullet wouldn't find them. The enemy troops evidently hadn't occupied this building yet, so the infiltrators were able to move through it unopposed.

Moving through the factory felt eerie; perhaps it was the fact that the battle was continuing to rage outside while the changelings in this group were not being fired upon.

"Got a squad of Avalonians just outside that door," a drone noted.

"Get into position around that door," Mothwing ordered quietly. "Move only on my command."

Numerous changelings moved as quietly as possible to the doorway; a few huddled next to the wall, but most simply stuck themselves onto the walls.

The Avalonian unit, about fifteen strong, began to march past the doorway, but then stopped their advance. The two machine gunners began to set up their weapon. Antennae had seen such weapons tear entire platoons to shreds.

"Now! Attack!"

The changelings surged through the doorway. Antennae gathered his courage and followed them.

The human soldiers were caught by surprise, and three of them were cut down quickly; two were gutted by sharp horns, and another was shot to death with green beams. Others tried to fight back, but were overwhelmed.

Despite being slightly outnumbered from the outset, the humans who survived the immediate onslaught resisted. A changeling was spitted on the bayonet of an Avalonian soldier, who shot another attacker seconds later. The officer of the group, a pistol in his right hand and a knife in his left, killed two changelings in short order; one via a gunshot, the other by a knife to the neck. Another changeling speared the officer with his horn and, for good measure, blasted a hole through the man. The enemy officer collapsed, but not before trying - and failing - to stab his killer. One of the machine gunners struggled with a changeling; without a weapon in his hands, he squeezed the changeling's neck in an apparent effort to strangle him. Another Avalonian soldier stabbed a changeling with his bayonet, only to be killed in the act; both fell in more or less the same instant.

Antennae himself was faced by a surviving Avalonian; the man had no time to aim and fire, so he tried to club Antennae in the head with the butt of his rifle. He missed, but wound up smacking Antennae in the neck.

Antennae went down, stunned. The man raised his weapon to stab him. Antennae covered his eyes.

"Urk!"

There was a clatter as the rifle fell to the ground. Antennae looked up.

The enemy soldier was still standing, but he had a hand over his chest; when he drew the hand away, blood came with it, and smoke rose from the hole in his chest. He toppled over backward, eyes becoming lifeless within moments.

"On your hooves, soldier!"

Antennae got up and looked around. Mothwing was right behind him, horn still glowing.

"We have a battle to win. Don't make me have to save your sorry carcass again!"

Although the changeling defenders managed here and there to put a dent in the attack, as the dawn rose, so did the mist around the city. With that, the guns of the dreadnoughts in the harbor roared, with lighter blasts coming from Saddle Arabian galleys and here and there a shot from the Baron's magic cannon would pierce the air, striking targets with great energy. Under cover of the fleet, the raiders withdrew to their boats and managed to escape, bringing their dead and wounded with them.

The raid wasn't a complete success; it was clear that the city could not be held against a strong, determined counterattack, and as such plans for Fillydelphia's liberation had to be postponed. In addition, the mist had made it impossible during most of the raid for the fleet to use its firepower, leaving the common soldiers of the alliance to do most of the heavy lifting. Nevertheless, it was clear that the changelings weren't strong everywhere, and a considerable number of ponies had managed to escape with the raiders; about two thousand pegasi, in addition to a near equal number of earth ponies and unicorns, had managed get to safety aboard Allied warships. In addition, some fifty changelings had been captured, a couple of them from the Mandible Guard, and the Allies believed that they could glean some sort of intelligence from them.

The winter - and the war - would continue.

Author's Note

Sorry for the long wait. I've been procrastinating, and college, while it took up a lot of time, does not provide and adequate excuse for that. I apologize again.