Twilight stirred. She yawned loudly as she stretched out her legs and wings. Rubbing her eyes, she quietly opened up the flaps of the tent. The night before, she and Starlight had managed to secure a covert location on a hill overlooking the city of Manehattan. The sun was slowly peeking out over the horizon, ready to bathe the land in its light. She looked back at Starlight, who was sleeping face-down into the bottom of the tent.

"Hey, Starlight," Twilight whispered, gently tapping her student on the shoulder. "You awake yet?"

Starlight groaned and rolled over onto her side.

"What time is it?" she mumbled, half-asleep.

"It's morning."

Slowly sitting up, Starlight quickly stretched her legs and rubbed her eyes.

"Alright," she said, brushing her hair out of her face. "I'm up."

"Good," Twilight replied, smiling warmly. "I'm really glad you had this tent with you."

"Thanks," Starlight answered. "One of the refugee camps I stopped at before I found you had extras. So, I figured I'd take one with me. That way, I wouldn't have to sleep out in the open."

"And you wouldn't have to sleep on the ground if it happened to rain," Twilight replied, giggling.

The two mares slowly slipped out of the tent and into the early morning light. Starlight walked towards the edge of the hill and gazed at the city of Manehattan. From her perspective, the city looked almost ordinary. As if there were still ponies wondering the streets on their way to work. Sighing, she gradually shifted her gaze to the ground, her ears drooped.

"It really does look like nothing has changed, doesn't it?" she asked.

"What do you mean?" Twilight asked, walking over to join Starlight.

"The city," Starlight answered. "It doesn't even look like the Changelings took over it."

"You're right," Twilight said, sighing. "It doesn't look like it, but it definitely feels like it. It's like there's something in the air that isn't normal."

"True," Starlight answered. Clearing her throat, she turned back towards the tent.

"Well, there's nothing else to do here. Can you help me pack the tent up real quick? Then we can get going."

"Sure," Twilight answered. "I'll get our bags out first."

Lifting up the flaps of the tent, she took the saddlebags in her magic and set them on the ground. Starlight then quickly unhooked the ropes from the stakes, then went about extracting them from the ground. Bending over to open her bag, she winced in pain.

"Oh, great. I think I slept on my neck wrong," she grumbled, rubbing her neck with her foreleg.

"Well, we don't have time to stop at the spa. You can wait until after we save Equestria," Twilight replied, covering her mouth with a hoof to keep from laughing.

"Very funny, Rarity," Starlight replied, rolling her eyes. "Did you finish rolling the tent up, by the way?"

"Yeah. Here it is," Twilight answered, levitating the rolled-up tent over to Starlight.

"Thanks."

Levitating her saddlebags onto her back, Starlight turned to her teacher and smiled confidently. Donning her own bags, Twilight returned the smile and the duo set off for the city. As they walked cautiously down the hill, they stopped walking every so often to check their surroundings for stray Changelings. At long last, after what seemed like hours, they arrived at the city's entrance. Twilight gazed at the welcome sign, graciously inviting ponies into the city.

"Manehattan welcomes you!" it read. Twilight sighed.

It doesn't feel very welcoming now. she thought.

The city was once teeming with ponies roaming the congested streets. Ponies would peddle their wares, shout at others to get moving, and attempt to make it through the crosswalk every day. Now, the streets were practically abandoned and silent as if it were an abandoned cemetery. The only sounds that greeted the duo's ears were the hooves of stray ponies running in fear and the wind blowing gently through the desolate streets. Twilight shivered as she started walking.

"This feels wrong," she said sheepishly, looking around at massive, yet seemingly empty skyscrapers that dotted the city skyline.

"I know," Starlight answered as she followed behind. "It feels like we're in the Castle of the Two Sisters again. And that place has every reason to be creepy."

*CRASH!*

Twilight and Starlight froze stiff.

"What was that?!" Starlight whispered. Twilight looked around frantically.

"I don't know," she replied. "It sounded like something fell over."

Starlight was about to say something but was stopped when she heard the sound of hooves ringing through the streets as if someone was running. And they were coming closer!

"We have to hide!" she whispered.

"But where?!" Twilight answered, darting her head in every direction.

Out of the corner of her eye, Starlight spotted a large wagon sitting near the entrance of an alley.

"That wagon over there!" she whispered, pointing to the wagon. Twilight raised an eyebrow, but she nodded, nonetheless. The two hastily ran into the alley just as the running hoofsteps grew louder.

"Come on," Twilight said, crouching down. "I'll boost you up."

"Okay."

Starlight swiftly climbed up Twilight's back and hopped into the wagon. Twilight jumped up to grip the top and attempted to climb inside but ended up hitting her back left leg on the wall of the building beside her. Biting her tongue to keep from crying out in pain, she flapped her wings and dove into the back, just as the hoofsteps rounded the corner. Peeking their heads out ever so slightly, Twilight and Starlight saw a green unicorn mare with a disheveled pink mane duck into the alley and collapse on the ground. She was about to hop out to help when suddenly, a Changeling leaped out from around the other corner and attacked the poor filly. The two mares rapidly ducked back down inside the wagon. Starlight quietly channeled her magic to cast an invisibility spell over her and her teacher. Once invisible, the duo peered back over the top of the wagon again to see the Changeling towering over the green mare, who was shaking in fear.

"Well," the Changeling hissed, a wicked smile growing on his face. "Hello there, my little pony."

"Please! P- please don't hurt me!" the green mare stuttered as she covered her face with her hooves. Suddenly, she felt herself being lifted off the ground.

"I can practically taste the love inside of you," the Changeling said, cackling softly. "And it is delicious."

"HEY!!! LEAVE HER ALONE!!!"

The Changeling stopped at the sudden noise. Growling ominously, he tore his eyes off the unicorn and darted his head in every direction.

"Who's there?! Show yourself! NOW!!!" he demanded. Suddenly a bright light flashed in front of him. Shaking his head to regain his vison, he saw Twilight and Starlight standing in between him and the green mare, their eyes narrowed.

"I said, leave her alone!" Twilight shot back, pink sparks cascading from her horn.

"Well, well, well. if it isn't the last princess," said the Changeling, chuckling. "And she even brought a sidekick."

Starlight narrowed her eyes even more.

"Did you not hear the princess?" she hissed. "Leave that mare alone!"

"Take orders from the princess? Never."

He took a step towards Starlight and began to charge his magic. In response, Starlight rapidly charged hers.

"Back off," she demanded as her horn began to emit turquoise sparks.

The Changeling laughed.

"I take orders from the queen and only the queen," he said, glancing back at Twilight. "Not some puny princess and her servant."

Whipping around, he grabbed Twilight in his magic and pinned her against the wall behind her.

"All those who defy Her Majesty will die, and once I steal your love, there will be nothing you can do to stop her!"

The Changeling thrust his mouth open, preparing to suck the love from Twilight's body.

*FLASH!*

Out of nowhere, he was blinded once again as everything around him went white. Shielding his eyes, his magic fizzled out causing Twilight to drop to the ground. Landing on all fours, she saw Starlight levitating herself in the air. The Changeling finally regained his vision and looked up at Starlight.

"You just crossed the line," she said, her horn glowing bright. She reared her head up and quickly jerked it back down, causing a beam to hurtle out of her horn. It struck the Changeling in the side, launching him back nearly eight feet. Twilight swiftly flew over to him and placed her ear on his chest. She turned back towards Starlight, who had lowered herself back to the ground.

"He's still alive," Twilight said, trotting back over to her student. "But he'll be out cold for quite a while."

"Should we leave him there?" Starlight asked.

"Yeah," Twilight said. "He's not a threat to us anymore. And thanks for saving my skin again."

Starlight nodded. The duo then turned their attention to the green mare, who was still cowering in fear near the wagon.

"Hey," Twilight said gently, sitting down. "Are you alright?"

The green unicorn lifted her head up slightly and gazed at the two ponies sitting in front of her. Her eyes widened.

"You're... you're P- Princess Twilight?!" she stuttered, surprised. Twilight nodded.

"Yes, I am," she answered, placing a hoof on the mare's shoulder. "You're gonna be okay."

"Thank you," the mare replied, sitting up. "Thank you so much. If you weren't around, that beast would've sucked every ounce of my love out."

"We're happy to help," Starlight said, smiling warmly. "But now, I think we should get out of here."

"You're right," Twilight answered, meeting her student's gaze. "We should move."

"Come on," Starlight said, offering her hoof to the green unicorn. "We have to get out of here. Can you walk?"

"Yeah," the mare said, using Starlight's hoof to stand back up. "But where are we going?"

"Twilight and I are going farther into the city. You have to get someplace safe where the Changelings won't find you."

"But," the green mare stuttered. "I should come with you."

"We're going to Canterlot to stop Chrysalis," Twilight answered. "I don't want to endanger anypony else."

The green mare gasped.

"You're gonna face Chrysalis?! But that's... that's suicide!"

"That's a risk we're willing to take," Twilight said, putting her hoof on the mare's shoulder. Suddenly, her face lit up.

"I have an idea! Starlight and I came from a refugee camp. Well, I did. I can teleport you to the forest where it's located. Is that okay with you?"

"But the ponies there might think I'm a Changeling in disguise," said the unicorn, nervously rubbing her foreleg. "They'll kill me!"

"Not if you're wearing this," Starlight answered, removing the jar of magical salve from her saddlebags. "This salve was made by Zecora. When applied, it makes your body appear transparent to show if somepony is actually a Changeling in disguise or not."

Starlight removed the lid and offered it to the unicorn. Taking in in her magic, she dipped her hoof in and rubbed the salve on her face. Almost instantly, her body became transparent.

"Thank you," she said, levitating the salve back to Starlight. "Are you sure I'll be safe at this camp?"

Twilight smiled warmly.

"Trust me," she said. "You'll be fine."

"Okay," the mare answered. "Oh, do either of you have a spare compass on hoof?"

"I have two compasses in my bag," Starlight answered. "I'll get it for you."

She opened up her saddlebags, reached in and pulled out a compass.

"Here," she said, giving it to the green mare. "Once you're near the forest, head northwest. You should be there in no time. And make sure to tell Zecora that Princess Twilight and Starlight Glimmer told you about the camp, okay?"

"Princess Twilight, Starlight," the unicorn began. "Thank you so much. I'll forever be in your debt. And, good luck to both of you."

"You're welcome," Twilight answered as she charged her magic. "Good luck to you, too."

And with a flash, she was teleported away. Twilight turned her attention back to Starlight.

"Come on," she beckoned, glancing at the unconscious Changeling. "We've got to move. Changelings never travel alone. And it's way too dangerous to be out in the open. Especially with the sun coming up."

"You're right," Starlight replied as she began to levitate herself again. "But I think we should stick to the air. That way, they won't hear our hooves hitting the ground."

"That's a good idea," Twilight replied, unfolding her wings. "Let's go."

And with that, the two mares quickly set off down the empty streets, just as the sun had emerged from behind the horizon.

Author's Note

Looks like our heroines are off on their way to Canterlot. Will they make it w/o getting caught? The story continues in Chapter 5.