Heroes Will Rise

by PanHead 537

Rating: teen
Tags: Drama, My Little Pony: Friendship is Magic, Starlight Glimmer, Thriller, Changelings, Adventure, Queen Chrysalis, Violence, Death, Alternate Universe, Twilight Sparkle, Main 6
Length: 12619

Twilight Sparkle and Starlight Glimmer must work together to take down Queen Chrysalis and save Equestria and their friends.

Equestria has fallen into the hooves of Queen Chrysalis. The Changelings roam free, feeding on ponies' love. She's captured the Mane 6 and all the Princesses... almost. Twilight Sparkle and Starlight Glimmer, along w/many other ponies, have taken refuge at a little camp set up outside of Manehattan. One night, Twilight and Starlight make a decision: travel through Equestria, fight the Changelings, reach Canterlot, and defeat Chrysalis. Will they accomplish their mission and save Equestria, or will they die trying?

Published 2018-06-28 20:50:13 UTC
Last updated 2020-07-13 04:10:40 UTC

Ch. 1: Down in the Dumps

At last! At last!!! I have all the princesses and the element bearers captured!!! And there will be nopony who can stop me!!! Equestria is finally mine!!!

No!!!

Stop her!!!

You'll never win!!!

Let us go, you monster!!!

Let you go? Whenever I feel the time is necessary, I'm going to enjoy watching all of you die!!! HAHAHAHAHAHAHAHAHAHA!!!!

Twilight lay awake on her bed. Her thoughts were ringing loudly in her mind, loud enough that she could practically hear them. Just like metal striking metal. Just three months before, she had been invited by Princess Celestia to host the Summer Sun Celebration in Canterlot. Initially, everything was going smooth. Everypony was enjoying themselves, laughing, watching the music performances, etc. But as the day went on, she noticed that some ponies were acting strange. Twilight decided to confront the issue, asking one of them what the problem was. Then, out of nowhere, Queen Chrysalis and several hundred Changelings shed their disguises and went on the attack. She and her friends had tried subduing her, but they were overpowered and captured. Twilight had managed to escape unnoticed as her friends were taken, regretting being unable to rescue them. However, Princess Celestia had been able to hide the Elements of Harmony before she was captured.

Before long, the queen found out about her escape. And each day since then, the Changelings had been patrolling Equestria, constantly searching and feeding on any ponies they'd come across. Aided by Zecora and other ponies, they set up camp in the clearing of a forest outside of Manehattan. They made sure they exercised every precaution possible, ensuring they wouldn't be discovered.

For Twilight, her daily routine was to keep the ponies of the camp in check. Make sure nopony was acting abnormal, regulate the ponies on guard duty, and so on. However, she could never shake the feeling that she could've done more to help her friends. The purple alicorn let out a deep sigh.

I need to take a walk, she thought as she sat up and slipped off the bed.

She levitated an umbrella off the nearby nightstand and proceeded to the door. Opening the umbrella, she stepped out into the gloomy evening, paying no attention to the sounds her hooves made on the wet grass. As she walked, she caught glances of the other ponies performing their evening routines. Some waved to her, but she did not wave back. She was too lost in her thoughts to acknowledge anyone. Looking up, she spotted Zecora standing near the ponies currently guarding the camp's entrance. She began walking towards the main gate.

"Good evening, Princess Twilight," Zecora said. "Tell me, is everything alright?"

"Not really," Twilight answered, meeting Zecora's gaze. "I'm just gonna go for a walk so I can collect my thoughts. I'll be back in a little bit."

"Do be careful, my little pony. And be sure to watch for anything phony," Zecora cautioned.

"I will, Zecora. Thank you," Twilight said, managing a tiny smile.

The forest near the camp was very densely wooded, and Twilight knew she would not need to worry too much. The Changelings had never ventured out to where it was. However, she remained cautious as the massive plants scattered about would make excellent cover for a Changeling ambush. A million things were buzzing around in her head. Some she couldn't describe herself. This happened 24/7 since Chrysalis had captured her friends and fellow princesses. She tried as much as she could to shake the thoughts of regret for not saving her friends and fear of being caught since then, but she couldn't. Now, they were even more omnipresent than before. She sighed loudly, her ears drooping.

"I'm sorry," she whispered quietly to herself, not caring who or what was nearby to hear her. "I'm so sorry."

"I should have tried saving you all. But I was a coward. I ran without even thinking about going back. Now, she has all of you. I know I could've done more to stop her, but she overpowered me, Celestia, Luna, and Cadance! Then, she came after you guys. It's a miracle she didn't see me escaping. But I should have gone back! It's all my fault! I'm sorry!"

Walking underneath a large tree she sat down, dropped her head and umbrella, and began to cry. She barely noticed she was getting soaked by the rain, nor did she care. She had never experienced feelings this strong before. Not since the incident before her brother's wedding, at least.

"I'm sorry," she stuttered through her tears. "Please forgive me."

About 30 minutes later, Twilight had calmed down enough to compose herself. Rubbing her eyes, she looked up. She saw the sun peak out behind the rain clouds and the branches of the trees. It was almost completely behind the horizon.

"I need to go back now," she said, standing up. "I've been out here long enough."

She looked down and noticed she had small leaves, twigs, and dirt stuck to her coat. Brushing herself off, she picked up her umbrella.

Maybe if I read a book tonight, it'll help calm me down, she thought. Channeling her magic to glow like a flashlight, she started her trek back to the camp.

*SNAP!*

Somewhere nearby, a twig snapped. Twilight jumped. She frantically looked around to find the source of the noise. The sun had almost completely gone down, which only made the situation worse since the trees blocked almost all of the sun's light each hour of the day.

"Maybe it was just my imagination," she said quietly to herself.

*SNAP!*

Twilight spun around. She knew she didn't imagine that. Trembling, she started to open her umbrella but quickly stopped herself. Then, she began walking leisurely. Since the ground was soaking wet from the rain, she knew dropping her hooves too firmly would make her presence known. Cautiously, she quickened her pace a little.

*SNAP!* *CRACK!*

Twilight froze dead in her tracks. Slowly, she turned to look behind her. Nothing was there. She dared not move or make a sound. Whatever was making the noise sounded closer. It was almost too close for comfort. The little alicorn wanted to scream as loud as she could, but she held it back. She turned around and began walking again slowly. She wanted to teleport back to camp, but she knew it would attract attention. Slowly and steadily, she kept going.

*SNAP!*

Once again, Twilight stopped dead. This time, she almost let out a scream but managed to silence it. It sounded extremely close now! Her heart racing, she whipped around again and saw the same thing as before: nothing. She rapidly turned to face the direction she was going. Still nothing. She started walking slowly again.

Stay quiet! Stay quiet! Stay quiet! she repeated in her mind over and over. I need to get back to the camp now!

The purple mare had no words to accurately describe the terror she was experiencing. She was getting soaked by the rain again, but she fought back the urge to shake herself dry. Typically, she would be close to laughing since she knew Rainbow Dash loved to pull off pranks. But, since her friends were taken hostage, this was not the case. Twilight took a deep breath very quietly in a desperate attempt to calm down. She began walking a little faster, trying to make as little noise possible.

*SNAP!*

It was right behind her! Twilight spun around as quick as she could. Once again, she saw nothing. Now, she was getting a little annoyed.

"Who's there? Show yourself!" she shouted, her voice shaking a bit. No answer. She turned back around and started to walk again, but after taking one step, she heard something. Something that sent a massive chill down her spine, stopping her cold.

Hello... Princess.

Author's Note

Oh no! Looks like Twilight's in trouble! 😨 Who has found her? What do they want? And why? Find out in Chapter 2!

Ch. 2: Too Close for Comfort

*CRACK!*

Before Twilight could react, something crashed into the side of her head and sent her flying into a tree. Dazed, she looked up in time to see two Changelings in front of her. Both were wearing armor that looked harder than normal to penetrate. They also wielded spears that looked like nothing she'd ever seen before. One of them stepped towards her.

"Well, well, well. Look who we have here," he said, laughing. "After all this time, our queen will finally have her prize."

"Indeed. We will surely be rewarded handsomely for this, Elytra." the second Changeling said, smiling wickedly.

"Trust me, we will."

Staggering, Twilight tried to get back up but was knocked down again by Elytra's spear. Her head was throbbing, and although she couldn't see it, she could feel blood slowly running down her face.

Before she could say anything, Elytra yanked her mouth open, putting a gag on her along with a magic suppressing ring on her horn.

"Tarsus!" he motioned to the other Changeling. "Give me the rope. We can't have Her Majesty's prize trying to escape, now can we?"

"Here," Tarsus said, handing Elytra a large rope. "We should contact Her Majesty and tell her we have her prize secured."

"No," Elytra replied, tying down Twilight's wings. "Not yet. When we reunite with the General and the rest of the group, we'll let her know."

Unable to magically free herself from her restraints, Twilight jerked her wings as hard as she could, trying to sever the rope around her torso, but to no avail.

"HEY!!!" Elytra hissed, smacking Twilight's front leg with the back of his spear. "Stop struggling, Princess!!! You're not getting away from us!"

"What's the matter?" Tarsus mocked, laughing. "Can't stand being tied up? Well, just wait until the queen gets her hooves on you. I can't wait until I see the look on your face as you're forced to watch as she kills your friends, one by one!"

No! She can't! was all Twilight could think about after hearing the terrifying statement. She wanted to scream as loud as she could, but due to the rag tied around her face, she couldn't. She felt herself being lifted up onto her hooves. Still a bit dizzy, she struggled to properly maintain her balance. She felt a mighty tug at her wings.

"Alright, let's go! We've got a long journey ahead of us, Princess!" Elytra shouted, hissing in Twilight's face afterward. The two Changelings started walking, dragging Twilight behind them. She could still feel blood from the wound on her head slowly dripping down her face. After about 10 minutes of walking, they came to a clearing in the trees.

"Hey Elytra," Tarsus said, slowing his pace. "It's getting late. Maybe we should rest here for the night and regroup with the General tomorrow."

Elytra looked around. From where he was standing, the trees around the clearing were about 20 feet apart in all directions. He shook his head.

"No. We need to keep moving."

"Are you sure?" Tarsus asked. "I'm getting a bit tired."

"We'll set up camp further into the forest," Elytra replied. "It's too dangerous to stay in the open. Especially with all this rain. Come on. Let's-"

*THUD!*

Twilight jumped. Out of nowhere, a large rock sailed out of the bushes and landed four feet away from the trio. The two Changelings instantly drew their spears.

"Where did that come from?" Elytra growled, examining the area where the rock had been thrown.

"I don't know. Might've been an animal or something," replied Tarsus.

Elytra walked over towards the bushes. He poked his spear into them, but it came out clean each time. He reached up and began moving the branches of the thick brush out of his way.

"I'm gonna go see if I can find anything in there," he said. "You stay here and keep watch until I return."

"Understood," Tarsus answered.

"And DO NOT let the princess out of your sight! If she escapes, the queen will have our heads!"

Elytra disappeared into the bushes. Twilight glanced at the rock, then Tarsus, then to where the rock had been thrown and then back at the rock. It could've been thrown by an animal. Or perhaps, was it somepony from the camp who had come looking for her? Favoring the latter, she backed up slightly to reach the tree behind her. She raised her hoof and loudly knocked an SOS signal twice.

"Hey! Enough of that noise!" Tarsus hissed, slapping Twilight's hoof away from the tree. "You want that animal or whatever it is to hear us? It might be dangerous! Plus, this rain is not helping me hear anything better. Keep quiet or I'm gonna knock you out!"

Yeah, right. Because you're not dangerous at all, Twilight thought, rolling her eyes. A few moments later, Elytra emerged from the bushes, completely covered in little leaves and twigs.

"Well, that was a bust. I can't find anything or anyone in there," he grumbled, shaking the debris off himself. "It would help considerably if it wasn't raining and I could actually see through those ridiculous plants. By the way, I heard you yelling. Why?"

"She was knocking on this tree. I was trying to listen for whatever threw the rock in case it was moving again and then she decided to mess me up," Tarsus said, glaring at Twilight. She rolled her eyes again.

"Well," Elytra said. "Whatever it was, it's gone now. Come on, let's go. We don't have all night."

Tarsus nodded. Picking the end of the rope up off the ground, he pulled hard on it, causing Twilight to fall flat on her face. He quickly yanked her upright with his magic.

"Come on! Start walk-!"

*CRACK!*

Before Tarsus could finish, another rock slightly bigger than the last flew out of the bushes. It slammed into the side of his head, catapulting him backward, and sending him headfirst into the ground. Twilight jumped. Elytra swiftly drew his spear again.

"Who's there?!" he demanded, scanning the area rapidly. "By the authority of Queen Chrysalis, I order you to show yourself! NOW!!!"

No answer. Twilight slowly tried to sneak away but was stopped by Elytra's magic.

"Oh no! You're not getting away from me that easily!" Yanking Twilight over to him, he began to walk back towards the brush. But he was stopped dead.

"HAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHH!!!!!"

Suddenly, a figure wearing a black mask and hooded cloak, and carrying two saddlebags jumped out of the bushes. Twilight dodged out of the way as the figure tackled Elytra to the ground. Elytra hissed, throwing the figure off him. Picking up his spear, he charged at his attacker, only to fail as the spear was knocked out of his grip. The stranger, promptly throwing off their saddlebags, jumped forward and delivered a kick to the side of his head, knocking his helmet off in the process. Tackling him again, the stranger went for the throat in an attempt to choke him. However, the attempt was unsuccessful as Elytra delivered four punches to the stranger's face, not a single one missed and managed to pin them to the ground. He smiled wickedly, revealing his razor-sharp fangs.

"This will be a meal to remember," he said, inching closer to the stranger's face.

He didn't even notice his own spear levitating behind him. He reared his head up and was about to dive in for the kill. The spear swung around and connected with the side of his head, knocking him down. The stranger looked up. The spear was being held by Twilight, who had finally managed to remove the mouth gag and the ring on her horn. Elytra recovered and after regaining his composure, turned toward Twilight, staring her dead in the eyes.

"Most impressive," he growled. "But not good enough!"

Elytra lunged at Twilight. Jumping to the side again, she thrust the spear forward with as much force as she could. Her aim was perfect. The spear plunged deep into Elytra's chest, coming out the other side. He landed face first in front of her, never to move again. She walked forward and rolled him onto his side. The spear had gone straight through his heart, soaking the already moist ground with blood. Twilight then looked over at Tarsus who still lay on the ground motionless after being struck by the stranger's rock. Walking over to him, she rolled him over and removed his chestplate. She placed her ear against his chest to listen for a heartbeat. Nothing. But to ensure he was indeed dead, she withdrew the bloodstained spear from Elytra's body and plunged it into Tarsus's chest.

Twilight then turned her attention to the stranger, who was struggling to regain their balance.

"Are you okay?" Twilight asked, moving closer to the stranger.

"Yeah. I'm alright," the stranger said, the voice being that of a mare. "I never expected Changelings to be that strong."

"Here. Let me help you up," Twilight said, holding out her hoof. Accepting it, the stranger slowly managed to get back on her hooves.

"Oh. Here," Twilight said, levitating the saddlebags in front of the stranger.

"Thank you so much," she said, putting them on. "I'll owe you one for this."

Twilight chuckled. "It's alright."

"Ooh. Your head is bleeding. You should probably get it checked pretty soon," the stranger said, motioning to the injury on Twilight's head.

Twilight's eyes widened slightly. She had almost forgotten about it.

"Oh, my goodness! Thanks for reminding me!" she exclaimed. "I don't know how bad it is. I can't see it."

"It looks pretty bad," the stranger answered. "How did that even happen?"

"I got smacked with their spears a few times. Twice on the head and once on the leg," Twilight answered, glancing down at the bruise on her front right leg.

"Well, you really need to have that looked at. By any chance, do you have a camp nearby?" the stranger asked.

"Yes, I do," Twilight answered.

"Then we should get moving. We might not be safe here."

"You're right," Twilight said, looking around. "We need to get out of here."

"Lead the way, Twilight," the stranger replied.

Twilight nodded. She started walking but promptly stopped. She looked quizzically at the stranger.

"Hold on a second. How do you know my name?"

"Because, Twilight Sparkle," the stranger said, removing her mask and hood. "You told me."

Twilight's eyes widened and her jaw dropped open. The stranger revealed herself to be a pinkish-purple unicorn with moderate Persian blue eyes. There were two bruises on her face, one of which was bleeding slightly. Her mane was dark purple with a pale aquamarine streak running down the middle. She had one large bang curled behind her horn and above one of her eyes. She lifted up the back end of her cloak so Twilight could see her flank. Her cutie mark was two teal and blueish green magical wisps above a purple four-pointed star with four other white points protruding out from behind it.

"St- Starlight?"

Author's Note

With the crisis averted and the two Changelings dead, Twilight has found herself face to face w/her student, Starlight Glimmer. But is it actually her, or is it another Changeling in disguise? Find out in Chapter 3!

Ch. 3: Choices

"St- Starlight Glimmer?" Twilight asked, her voice trembling.

"Is... is it really you?"

"Yes," Starlight answered. Twilight then quickly vanished her smile and raised an eyebrow in suspicion.

"Wait a minute. How do I know you're not another Changeling?"

Starlight reached into one of her saddlebags and pulled out a small container with what looked like some kind of green lotion inside. She popped the lid off, dipped her hoof in, and rubbed some of the material on her face. A second later, her body began to glow and become partially transparent. Twilight recognized the green material almost immediately. It was some kind of magic salve that Zecora made that would reveal a Changeling in disguise. Twilight gasped.

"It really is you!" Twilight ran over and wrapped her arms around Starlight. Smiling, she returned the hug. After a minute or two, they separated.

"It's nice to see you, Twilight," Starlight said, grinning.

"But how?!" Twilight asked. "I haven't seen you in months! How did you manage to not get caught?!"

Starlight chuckled.

"Sometimes, I wonder that myself. I'm just glad that I know invisibility and teleportation spells! Ever since Chrysalis seized control, I've been on the run, too. But I've never stayed very long at the other refugee camps that I've come across."

"Why not?" Twilight asked. "You'd have more ponies around to help if you had to fight, or at the very least, somepony else to talk to."

"Well, it's true that there's strength in numbers," Starlight began. "But I prefer to travel on my own. Mainly because when you're somepony like me who knows a lot about magic, you know which spell to use depending on the situation. As I said, I'm really glad I know invisibility and teleportation spells. I've also been training myself in physical combat, as you've already seen."

Twilight chuckled. "I guess that's true."

"But, any kind of magic usage is risky. I found out about a month ago that the Changelings have very powerful hearing aside from their strong sense of smell," Starlight continued. "I can't tell you how many times I came close to getting caught. I would've stayed and fought, but I would've been dead being one pony trying to take on 20 of them at once!"

"I'm just glad you happened to be nearby," Twilight said. "I would've been a goner if you hadn't thrown that first rock."

"I was actually trying to stay low because I had seen those same two Changelings this morning," Starlight said, glancing at the lifeless bodies of Twilight's would-be abductors. "I was trying to throw it to see if they would head in its direction so I could make a break for it. I've actually been hiding and maneuvering around this forest for a week."

Twilight's eyes widened. "Wow. That long?" she asked.

"Yep."

"But all things aside, it's just so good to see you, Starlight," Twilight said, pulling her student into another big hug.

"Same," Starlight replied. She glanced down at Twilight's wings. "By the way, your wings are still tied. Do you want me to help you get that rope off?"

"Yes, please," Twilight answered. "I can't undo the knot."

"Alright. Hold still," Starlight said. She took hold of the rope's knot with her magic and gave a mighty pull.

*SNAP!*

The rope tore like a piece of paper.

"Try unwinding it now," she said. Twilight sat down, took hold of the piece of rope Starlight had broken in half, and began unraveling the rest, eventually freeing her wings.

"Thanks, Starlight."

"No problem," she replied, smiling. She looked up at the sky. The sun had almost completely set.

"Can you show me the way back to the camp now? This place gives me the creeps."

"Sure," Twilight said. "The only problem is that I've never been to this part of the forest."

"I have a compass in my bag," Starlight said. "Would that help you?"

"Sure," Twilight said. "I'm pretty sure we have to go northeast, and we'll be there in no time."

"Okay."

"By the way, do you have a spare umbrella with you?" Twilight asked. "I lost mine."

"Hold on."

Starlight reached into her bag and pulled out a little travel umbrella. She quickly opened it and passed it to Twilight.

"Thanks," Twilight said, taking the umbrella in her magic. "Let's go."

It took some time before the two mares arrived back at the refugee camp. During the walk back, the rain had finally stopped. Starlight had put more of the magical salve on her face, knowing the ponies guarding the camp would immediately mistake her for a Changeling. She looked around the camp, taking in the surroundings. She smirked.

"What's wrong, Starlight?" Twilight asked.

"Oh, nothing," she answered. "It's just that this camp looks a lot more secure than some of the previous ones I stayed at during my travels. And this is the first camp I've seen that has cabins instead of tents."

Twilight giggled. "I wouldn't know. But, no matter. We're back and that's what's important."

Starlight nodded. But she quickly raised an eyebrow in concern. Twilight was acting a little abnormal. She sounded like she was trying to ignore something.

"Hey. Are you okay?" Starlight asked. "You seem a little... um... down."

"No. No, I'm alright. Just tired," Twilight said quickly. The two came up to one cabin in particular.

"Here's my cabin," Twilight said. "Make yourself comfortable. I'm gonna go see if Nurse Redheart can patch this cut on my head. I'll be back in a bit."

"Take your time. I'm not going anywhere," Starlight said as Twilight started for the nurse's station. She opened the door to the cabin and looked around. There were two beds with a single nightstand between them. On the far right was an open door leading to the bathroom. She sighed with relief.

Thank Celestia. I really need a shower.

Trotting inside, she closed the door behind her. She set her saddlebags down next to the second bed, hung her cloak and mask on a hook on the back of the door, and headed to the shower. Turning the water on, she adjusted the temperature to where she was most comfortable and smiled.

Almost forgot what this feels like, she thought, feeling the warm water cascading over her body. Since she had been constantly moving around to avoid being caught, she hadn't been able to find a good place to take one. After thoroughly cleaning herself for about seven minutes, she turned off the water. Quickly shaking herself dry, she grabbed a towel out of the closet and wrapped it around her mane to dry it. Trotting over to the second bed, she noticed a couple of books in Twilight's saddlebags.

"I hope Twilight won't mind me borrowing one of her books for a little while," she said to herself.

Picking one at random, she plopped down on the bed and began reading. About 10 minutes later, Twilight returned, a gauze bandage wrapped around her head. Starlight looked up from her book.

"Hey, Twilight."

"Hey, Starlight," Twilight said.

"How's your head?" Starlight asked.

"Sore. But thankfully, Nurse Redheart said I didn't need stitches," Twilight answered.

"That's good. But, are you sure you're feeling okay? You still look low."

"I'm perfectly fine," Twilight said quickly, walking over to her bed.

"I see you've already managed to raid my books," she said, smirking. Starlight's cheeks went red.

"Sorry. Do you want me to put it back?"

"No. You can keep it," Twilight said. She jumped up onto the bed and laid down. "I'm gonna get some rest. You can leave the light on if you want to."

"I think I'm gonna turn in as well," Starlight said, setting the book on the nightstand. "Moving all through Equestria avoiding Changelings really takes its toll, you know?"

She got up, removed the towel from her head, and hung it on the bathroom doorknob. Jumping back in bed, she pulled the covers over herself. "Good night, Twilight."

"Good night," Twilight said, turning out the light. Pulling the covers over herself, she turned to face the window. The moon was hanging over the camp, radiating its warm glow throughout the night sky. Twilight smiled, letting her eyes close slowly as she drifted to sleep.

Twilight stirred. Yawning loudly, she started to open her eyes. She was met by darkness. Looking around, there were no sources of light nearby. Channeling her magic, her horn began glowing softly. She looked down and noticed there was nothing below her. Looking around again, there was nothing but black for miles.

"Hello?" she said, her voice echoing through the darkness. No answer.

"Where am I? Starlight? Anypony?" Still no response. "Okay. Just stay calm, Twily. It's alright. Just focus on finding a way out of here."

As she began walking, she could hear her hoofsteps echoing in the nothingness, as if she were walking through a train tunnel. Suddenly, she heard something that made her freeze. She leaned in the direction of the noise.

Those aren't my hoofsteps. Somepony else is here. she thought. Trembling, she looked to her left. What met her gaze was a silhouetted figure standing in the darkness. Not making a sound, except for a few hoof taps on the ground. As Twilight studied the shape of the figure, it only took her a second to figure out what she was looking at.

"Pinkie Pie?!"

The figure turned towards Twilight. There was no mistaking it. The light pink coat, the cotton candy mane, the big blue eyes, and the three balloons on her flank. But something wasn't right. Normally, Pinkie was always seen with a huge smile on her face, no matter what the occasion. Instead, she looked depressed, like someone who had just been bullied.

"What's wrong?" Twilight, taking a few steps closer. Pinkie took one look at her, then bolted off into the darkness.

"Wait! Where are you going?" Twilight said, running after her. "Pinkie! Stop! It's Twilight Sparkle, your friend!"

After what felt like hours, Twilight started to see a few more blobs of color appear in the distance. As she neared closer, she began to recognize just what she was looking at. Finally deciding to slow down, she found herself face to face with her friends.

"Girls! Spike!" Twilight exclaimed, smiling as big as she could. But, they did NOT smile back. Instead, they were acting like she wasn't even there.

"Hey, guys. It's me, Twilight," she said, deep concern in her voice. "Why the sour faces?"

"You know why," Rainbow Dash said, sticking her nose in the air.

"You know full well what you did," Rarity snapped, flicking her mane.

Twilight stopped smiling. "What do you mean?"

"You're supposed to be the princess of friendship," Applejack said.

"But I am," Twilight said.

"Y-you didn't even bother t-to save us, Twilight!" Fluttershy said, her eyes tearing up.

"Do you call that friendship?!?!" Pinkie said, pressing her nose against Twilight's.

"But I tried to save you! She overpowered me!" Twilight cried, starting to tear up.

"No, Twilight! You ran away from us! You left us to be imprisoned by that monster. Some friend you are," Spike said, ripping his gaze off Twilight.

Twilight took a few steps back. Hearing her little dragon assistant say something so harsh felt like a dagger going through her heart.

"I... I'm sorry! I didn't-!" Twilight stuttered, now openly crying.

"Didn't what?!" Rainbow Dash shouted, cutting Twilight off. "You didn't want to save us?! You're not our friend! A real friend stays loyal at all times! If you were that, you would've come back for us! But you didn't! And why?! Because you're a coward! You always have been!!"

"So, just leave us alone!" Rarity shot forward.

"I'm sorry! I'm sorry! I didn't want this to happen!" Twilight cried, sinking down.

"LEAVE US ALONE, YOU COWARD!!!" Pinkie screamed.

Twilight jumped backward at Pinkie's outburst, and all of a sudden, found herself falling inside the blackness.

"NOOOOOOOOOOOOOOOOOOOOO!!!!!!"

Twilight snapped awake, her chest heaving up and down heavily. She was back in the cabin. Checking the clock, it was almost 1 AM. She felt her eyes tearing up.

"I'm sorry," she whispered. "I'm so sorry."

"Sorry for what?"

Twilight looked up. Starlight was sitting up on her bed, a concerned look on her face.

"Nothing," Twilight answered. "It's nothing."

"You sure?" Starlight asked. "I heard you yelling for Pinkie Pie in your sleep."

Twilight just stared emotionless at her student for a moment. Then, ears drooping, she hung her head and sighed.

"I'm sorry, Starlight. I should've told you earlier," Twilight said.

"Told me what?" Starlight asked.

"Ever since Chrysalis took my friends and the other princesses hostage, I've always felt low," Twilight answered. "I should've stayed to try and free them all, but instead, I slipped out of her magical grasp and went on the run. And I didn't even consider going back to help them. Why?"

"'Why' what?" Starlight asked, as she slipped off her bed and hopped up next to Twilight.

"Why didn't I do more to help them?!" Twilight shouted, tears starting to run down her face. "Now, thanks to me, they've been taken! And I was too scared to help them! I ran away like a coward without looking back! It's all my fault!"

Starlight was dumbfounded. She was able to see her teacher wasn't acting normal, but she was not expecting Twilight to be holding so many feelings of regret inside. Moving closer, she wrapped her forelegs around Twilight.

"It's okay," she said. "It's not your fault."

"Yes, it is!" Twilight cried. "If I wasn't such a coward, I would still have my friends with me!"

"There was nothing you could do," Starlight continued. "If you had gone back, you wouldn't have stood a chance taking on Chrysalis by yourself."

"I... I know," Twilight said, calming down a bit. "I just wish there was something I could do to help them."

"Me too," Starlight said. "Me too."

About five minutes had passed before Twilight was able to calm herself down.

"I'm sorry, Starlight," she said, wiping her eyes and muzzle. "I didn't mean to wake you up. I just want to shake these feelings off."

"No need to be," Starlight said. "If you hadn't woken me up, I wouldn't have known how you were really feeling. After all, even though your other friends were taken, I'm still here. And I'm your friend, right?"

Twilight looked her student in the eyes and smiled warmly.

"I taught you well, didn't I?"

"Yes. You did," Starlight replied, smiling. The two mares embraced once more. After what seems like hours, Twilight caught another glimpse of the clock.

"Wow, it's really getting late."

"Yeah. You're right," Starlight said, releasing the hug. "We need to get some sleep. We can talk more about this in the morning if you want to."

"Maybe at breakfast," Twilight answered. "The cooks in the food cabin are really good."

"I'm sure they are," Starlight said, hopping back onto her own bed.

"I'm serious," Twilight said. "The food they make is to die for."

Starlight giggled. "I believe you. Well, good night."

"Good night," Twilight said. Looking out the cabin's window, she gazed at the moon again.

"Luna," she whispered. "I know you can't hear me, but one day, I hope to find a way to set you and the others free."

As she spoke, a shooting star sailed across the pitch-black sky as if to say, "Don't worry, Twilight. You'll find a way. You always do."

Smiling, she quickly drifted off to sleep.

Starlight rubbed her eyes and yawned. The morning sun was shining through the window. Stretching, she looked over to Twilight's bed. She wasn't there. Starlight quickly threw the covers off and noticed there was a piece of paper laying on the pillow of Twilight's bed.

It read: Starlight, gone to the food cabin for breakfast. If you wish to join me, it's the building with the white door. -Twilight Sparkle

Checking the clock, she noticed that it was almost 9 AM.

Might as well go there. I am a little hungry. Starlight thought. Stretching once more, she opened the cabin door, and after closing it behind her, set off for the food cabin. A couple of minutes of wandering the camp later, she was getting a little frustrated.

"Where is it?" she wondered. Glancing to her right, she noticed a building much larger than the other cabins. The door was painted white.

"Oh. There it is," she said. Hearing her stomach rumbling, she quickened her pace slightly. Eventually reaching the door, she pushed it open. The room was quite larger than she expected. There were about 15 tables with chairs around them spread out around the room. There were also extra chairs stacked neatly against one wall. A buffet counter stood in the middle of the room with ponies gathered around it claiming their food portions. A pleasant smell wafted throughout the room. She noticed Twilight sitting at one of the tables close to the kitchen. Walking over, she could see that Twilight was writing something down in a piece of paper, a few pieces stacked next to her.

"Morning, Twilight." Twilight looked up from her writing and smiled.

"Hey, Starlight. Did you sleep well last night?"

"Before you woke me up, I was sleeping just fine," Starlight said, smirking. Twilight giggled.

"Sorry."

"It's alright," Starlight said. "What's on the breakfast menu?"

"There's eggs, pancakes, toast, I think there's hash-browns as well, milk, coffee, and a few different flavors of juice," Twilight answered.

"Thanks," Starlight said, trotting over to grab a plate. Twilight looked down at her paper again.

"Where was I? Oh. Right here," she said, levitating her quill pen. A few moments later, Starlight returned with her food and took a seat across from Twilight.

"What's that?" she asked.

"Just some notes," Twilight said without looking up.

"What kind of notes?" Starlight asked.

"Nothing important," Twilight answered. "Yet, at least."

"Okay," Starlight said, picking up her fork. Tasting a pancake she'd gotten at the buffet, her eyes lit up.

"Wow! You were right! The cooks here ARE really good!" she beamed, sipping her coffee slowly.

"Told you," Twilight said. The two sat in silence, eating their breakfast, looking up at each other every so often. About 10 minutes later, Starlight broke the silence.

"I was just thinking," she said. "I'm surprised you've gone three months without this camp being discovered."

"Me too," Twilight replied. "But, I'm sure they're gonna find it eventually. I just hope it isn't for a while."

"That's a safe bet," Starlight said. Later, the two gathered up their dishes, gave them to the dishwasher on duty, and headed back to Twilight's cabin.

"So," Starlight said. "I don't mean to bring up a painful memory, but what even happened the day Chrysalis captured the princesses and the others?"

Twilight sighed. "I was afraid you were gonna ask that."

"If you don't wanna talk about it, that's fine," Starlight said.

"No, it's okay. I guess I should tell you the story," Twilight said, opening the door to the cabin.

"About a week before the incident, Princess Celestia had approached me to host the Summer Sun Celebration in Canterlot. I was in charge of getting everything prepared and making sure everything went according to plan. At first, it was going pretty smooth. You know, everypony was laughing, talking with one another, and so on. But, as the day went on, I started seeing a few ponies acting out of the ordinary. I stepped in to confront the issue, not knowing why they were acting strange. Immediately, Chrysalis shed her disguise and along with many other Changelings, started attacking everyone. The girls, Spike, and I fought as hard as we could in an attempt to inform Celestia. But as soon as we got to the throne room, it was too late. She had seized all of them. Then, she captured us with her magic, then started pondering what to do with us. And somehow without anypony but my friends noticing, I was able to break free from her grasp. And the rest is history."

Starlight's eyes widened. "Wow. How were you guys not able to stop her?"

"Everything just happened so fast," Twilight said. "We weren't ready for it. Besides, nopony ever suspects something is gonna go wrong during a major celebration."

"That's true," Starlight replied.

"Well, I think I'm gonna talk a walk around the camp," Twilight said. "I need to think a little bit more."

"Go ahead," Starlight said, picking her book up off the nightstand. "I'll hang right here. By the way, how's your head feeling today?"

"It's okay," Twilight said. "I might check in with Nurse Redheart again before I come back."

"See you later," Starlight said.

"Bye."

Twilight closed the door behind her. Looking back down at her book, Starlight frowned.

"Shoot," she grumbled. "I lost my place."

The cabin door swung open. It slammed against the wall with a loud bang. Starlight, who had fallen asleep in her book, snapped awake and almost fell off the bed.

"What the? Are you okay, Twilight? What happened?" she asked. Twilight gasped.

"Oh, my goodness! I'm so sorry, Starlight! I didn't know you were napping!" Twilight exclaimed.

"It's okay."

Blinking a few times to refocus her vision, she noticed Twilight was standing next to her bed.

"Hey. You got your bandage off," Starlight said.

"Yep. The bleeding stopped, but it still hurts a little. As long as I leave it alone, it'll be gone in no time."

"That's good," Starlight said.

Twilight quickly levitated her saddlebags on top of her bed and opened them up.

"Okay," she said to herself. "Let's see. Books, check. Apples, check. Water bottles, check. Looks like that's everything I need."

"What's everything?" Starlight asked, stretching.

"I was just taking inventory of my stuff," Twilight said.

"Why?"

"I'm making sure I have everything I need for tonight," Twilight replied.

"What happens tonight?" Starlight asked.

"I'm heading out," Twilight said, turning to face Starlight.

"What do you mean you're 'heading out?'" Starlight asked.

"I'm leaving the camp."

Starlight's eyes widened in horror. "What?! You can't leave! It's not safe out there!"

"I'll take my chances," Twilight said, walking towards the door.

"Wait," Starlight said. Twilight stopped.

"Why are you leaving?"

Twilight took a deep breath and turned again to face her student.

"Last night, before I fell asleep, I looked at the moon and said to myself, 'Luna, I know you can't hear me, but one day, I hope to find a way to set you and the others free.' I'm going to Canterlot to confront Chrysalis."

Starlight slid off her bed. "Twilight, you don't have to-"

"Yes, I do!" Twilight snapped. "That monster has my friends, and I'm not gonna take it anymore! I'm going to Canterlot!"

She started to open the door but was stopped by Starlight's hoof.

"If you're going to Canterlot, I'm coming with you," she said.

"No, Starlight. I have to do this alone," Twilight said.

"You're not going anywhere without me!"

"Yes, I am!" Twilight shouted, slapping Starlight's hoof off the doorknob. "Don't try to stop me!"

"Listen!" Starlight demanded. "I know you're mad at Chrysalis, but if you're not rational about this whole situation, you could get yourself killed."

"And that's a risk I'm willing to take," Twilight said.

"I know," Starlight said. "But, just hear me out. Do you remember when I tried to take revenge on you for wrecking my society of equality?"

"How could I not?" Twilight answered.

"That's the point. You almost failed to stop me but you pulled it off. Again. But instead of severely punishing me, you showed me the error of my ways and took me in as your student to study friendship. I owe you everything, Twilight. You taught me the ways of friendship and you've done so much for me. I can't ever thank you for it all."

Twilight started to say something but stopped.

"Please, Twilight," Starlight said, placing a hoof on her shoulder. "You need all the help you can get. Let me go with you."

Twilight just stood, staring at Starlight, taking in everything she had said. It was true, she could've been severely punished for her actions. But instead, she gave Starlight the chance to redeem herself. Finally, she smiled.

"I guess I could use a friend to go with me," she said. "After all, that's what friends are for."

Smiling, the two mares threw their arms around each other.

"You're right, Starlight. I'm really sorry I yelled at you." Twilight said. "And I'm sure I'll need your help along the way. We can do this together."

"Thanks, Twilight," Starlight replied, releasing her teacher.

"Well then," Twilight said. "It's settled. Grab your stuff and we'll get going."

Starlight nodded, then quickly grabbed her own saddlebags and checked to make sure she had everything she needed. Afterward, she removed her cloak and mask from the hook on the door. Tossing the cloak on, she looked at Twilight and smiled.

"We've both saved Equestria from Chrysalis before," she said.

"That's right," Twilight answered, opening the cabin door. "And if we stick together, we can do it again. Let's go!"

"Is it ready, General?" one Changeling asked.

"Yes, it is," said the burly Changeling as he finished placing four egg-shaped magic transmitters in a square formation. A cloud of green smoke began to emerge from them. Eventually, the face of Queen Chrysalis began to appear inside the cloud.

"What is it, General?" she asked as the transmission spell completed.

"Reporting in, Your Majesty," he replied, removing his helmet and bowing. The other Changelings with him followed suit.

"Where are the two scouts you sent on patrol yesterday?" Chrysalis asked, raising her eyebrow.

"They're dead, Your Highness. Both of them," the General answered.

"How do you know?" she hissed.

"I saw it with my own eyes," he said. "The princess killed them both." Chrysalis hardened her gaze.

"I will not accept these little setbacks, General," she growled. "If I don't have that princess soon, I'll have your head! IS!!! THAT!!! CLEAR?!?!?!"

"Yes. I understand, Your Majesty," the General said. "But all hope is not lost."

Chrysalis raised her eyebrow again in disbelief. "Explain."

The General cleared his throat. "One of my other scouts reported that the princess has taken shelter at a refugee camp a little ways from here. Shall we move in and attack?"

"No," Chrysalis said. "Let them be for now. Once I get what I want, you may pillage that camp to your heart's delight."

"Understood. I also noticed another pony had jumped in to help the princess just before she killed my scouts," the General added.

"I see," Chrysalis said. "No matter. You are to capture them both alive and bring them to me. Then, I will determine their fates."

"We will not fail you, my Queen," the General replied, bowing again.

"You've also sent scouts to look for the Elements as well?"

"Yes," the General replied. "They've still found nothing, but I promise you we will find them."

"Good. Soon, I will have the power I've been craving for years. And once I do, nopony will be able to stop us!" Chrysalis cackled as the smoke faded away.

The General turned to face the other Changelings who were with him.

"Come," he said, putting his helmet back on. "We have a lot of work ahead of us."

Author's Note

Looks like Starlight and Twilight are ready to hit the trail. And so are the Changelings! Will the princess of friendship and her student evade capture and save Equestria? The adventure continues in chapter 4.

Ch. 4: The Journey Begins

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.

Ch. 5: Torture

The dungeon door opened with a low, metallic creak. Chrysalis stepped forward and gazed inside. The dungeon was dark, save for the lit candles that lined the walls and the air was filled with a faint, musty smell. She smiled wickedly as her eyes fell upon Celestia, Luna, and Cadance who were chained to the back wall of the corridor.

"How are they holding up, Cercus?" she asked, turning to the Changeling standing at the dungeon door.

"The same as usual, my Queen: not saying a word."

"As I suspected. I will make them talk if it's the last thing I do," the Changeling queen grumbled to herself. "My whip, please."

"As you wish, Your Highness," Cercus answered, bowing. He turned around and levitated a large whip hanging on the wall over to Chrysalis. Taking it in her magic, she smirked.

"Thank you. Close and lock the door, please."

Cercus bowed once more as he closed the heavy door behind Chrysalis. Facing forward, she began slowly trotting down the dimly lit corridor. Looking from cell to cell, she could see the looks of hopelessness and sorrow on the faces of Princess Twilight's friends, and it filled her with such joy. She stopped in front of the back wall where the three alicorns were shackled, their backs facing her. Slowly unraveling her whip, she cackled softly.

"Well, well, well. You three still won't talk, will you? I could've easily killed you all when I captured you. But I need you alive. I won't be able to find the Elements if you're dead."

"If... if you think you can intimidate us into... talking," Luna began, breathing heavily. "Well, you're wrong. It... won't work."

"Aww, what a shame," Chrysalis said, slowly raising her whip. "Well, I'll make you talk one way or another."

*CRACK!*

The whip struck the blue alicorn's back, ripping into her skin. Raising it again, the queen struck hard blows to the backs of Celestia and Cadance. The queen forced Celestia to meet her gaze.

"Where are the Elements?!" No answer. She struck the princess of the sun again.

"WHERE?! ARE?! THE ELEMENTS?!?! ANSWER ME!!!"

Celestia narrowed her eyes and remained silent.

"You really think... she's gonna answer you?" Cadance said as blood began dripping down her back.

"Well, maybe you didn't hear what I just said!" Chrysalis hissed, striking the pink alicorn's back with her hoof. "WHERE ARE THE ELEMENTS?!?!?!"

"I don't... I don't know. But if I did,... I'd take my own life before... I'd tell you!"

"Is that so?" the Queen replied, smirking. "Well, your life will end sooner than you think."

"HEY!!!! GET YOUR FILTHY HOOVES OFF HER!!!!"

Chrysalis whipped around at the sudden voice. Looking towards one of the cells, she saw Rainbow Dash with both front hooves gripping the cell door, a look of pure rage on her face.

"What did you say?" the queen hissed, glaring at the blue Pegasus.

"I said, get away from her!!! And get this through your head, you bug-eyed freak! You can try all you want, but we will NEVER tell you where the Elements are!!! You wanna know so badly?! You can pry the answer from our cold, dead hooves!!!"

"You dare raise your voice to me, the queen of the Changelings?!" Chrysalis shot back, walking over to Rainbow Dash's cell.

"Yeah! I dare!" Rainbow growled, pounding the cell door. "One of these days, we WILL get out of here! And when we do, we're gonna wipe your face on the floor!!!"

Channeling her magic, Chrysalis grabbed the mare by the throat, forcing her to look her in the eyes.

"I'm keeping you all alive until I have those Elements and your little princess friend, too! And mark my words, once I've achieved my goal, you all will perish!!!" And with this, she threw Rainbow Dash up against the back wall of her cell.

"We'll never... tell you. Besides... you don't... scare me," Rainbow said, struggling to get back up.

"Well, fortunately for all of you, I'm feeling rather generous today. So, I'll let up on torturing you worthless ponies today. But, don't expect any more mercy after this." Chrysalis replied, rolling up her whip. "I'm going to make sure all of you tell me where those Elements are, even if I have to skin you all alive to get an answer!"

She trotted back towards the dungeon door.

"Cercus," she said. "Open up, please."

Cercus quickly unlocked and opened the dungeon door. Chrysalis stepped out and hung the whip back on its hook.

"Enjoy the rest of your day," she mocked as the door closed behind her.

"Keep trying. You'll never break us," Rainbow Dash mumbled, finally managing to stand up.

"Are- are you okay, Rainbow Dash?" Fluttershy asked meekly.

"Yeah, I'm okay."

"Don't worry, Fluttershy," Celestia said. "We'll get out of here soon enough."

"I wish I knew where Twilight was," Cadance said, trying to ignore the blood slowly running down her back. "She could try and help us."

"Me, too," Rarity answered.

"How do we know she's even coming to help us?" Rainbow Dash asked. "It's been months since she escaped. She's probably not even coming."

"Don't talk like that, sugarcube," Applejack said. "Twilight's our friend. She would never abandon us. Ah'm sure she's gonna try and help us somehow. We just have to have hope."

"I really hope you're right, AJ," Spike answered. "If this keeps up, I'm gonna lose it."

"We must stay strong, Spike," Celestia said. "We can't let her have the Elements."

"I know, I know," the little dragon answered. "I just want out of here."

"You okay, Pinkie?" Rainbow asked, looking at the cell where her pink friend was. Her mane was completely straight, a clear sign that she was REALLY upset. She looked up at her rainbow haired friend and simply nodded.

"I'll... take that as a 'no,'" Rainbow answered, sitting down on her cell bunk.

"I... I don't wanna die," Pinkie uttered softly, tears welling up in her eyes.

"We ain't gonna die, sugarcube," Applejack answered. "And we can't keep thinkin' about things like that. We gotta stay strong, stay calm, and keep our heads up. Twilight is coming to help us. Ah just know it."

Author's Note

Looks like Twilight's friends aren't doing so well. Little do they know that their purple alicorn friend and her student are coming, but will they make it in time? The story continues in Chapter 6!

Ch. 6: Starlight's Story

"Twilight. Twilight, wake up."

"5 more minutes, Mom," the purple pony mumbled, turning over in her sleep. Starlight rolled her eyes.

"Wake up," she said. "It's morning."

Twilight rubbed her eyes and sat up slowly. Through the opening of the tent she saw her student looking at her, her face backlit against the rising sun.

"Morning," Starlight said, smiling.

"How long was I out?" Twilight asked, slowly stepping out of the tent.

"About 9 hours."

"Wow," Twilight answered as she stretched her hind legs. "I must've been really tired. I'm surprised I didn't pass out since we left Manehattan."

"You did," Starlight answered.

"Really?"

"Yeah. It happened about 5 hours after we made it out of the city. You-" Starlight said, trying not to laugh. "You face-planted into the ground."

Twilight raised an eyebrow in disapproval.

"Well, if you were as tired as I am, wouldn't you do the same after traveling for a whole day without stopping?"

"Touché," Starlight answered, rubbing her foreleg. "Well, there's no time like the present. I'll pack the tent up so we can keep moving."

"Okay. I'll keep watch," Twilight answered. Starlight nodded. Looking around, Twilight's gaze was met with a huge open field. The night before, her instincts were telling her that this was the worst to set up camp. Apart from a few trees here and there, there was absolutely no cover. And no cover meant asking to get caught.

"Alright. Let's go," Starlight said, putting the rolled-up tent into her bag.

Twilight nodded. As the duo began walking, the sun began to bathe the land around them in a faint yellow glow.

"Boy," Starlight began. "Am I glad that we survived another night without getting caught. Especially in a field like this."

"I know," Twilight answered as she glanced at the few trees that dotted the otherwise open field. "But I made sure my invisibility spell lasted all night, too."

"But they still could've followed our scent," Starlight said.

"True. But, let's not focus on the negatives of what we're doing. Focus on the positives," Twilight said, smiling warmly.

"Agreed."

About 4 hours later, the duo came upon an old oak tree. Its thick branches spread out in every direction offering shade and protection from the sun's heat.

"Hey," Starlight said as she turned to Twilight. "How about we stop over there and sit in the shade for a bit?"

"Sure. It's getting pretty hot," Twilight answered, wiping sweat from her forehead. As they stepped into the shade, they felt a cool breeze in their faces, as if the tree itself was welcoming them with open arms to sit down and relax. As Twilight sat by the tree's trunk, she felt her stomach rumble.

Glad I remembered to bring food with me. she thought.

"Starlight."

"What is it?" she asked.

"Are you hungry? If so, I brought some apples with me," Twilight offered, opening her saddlebag.

"I'll take one," Starlight replied, sitting down next to her teacher. "Sure is a nice day."

"Yep," Twilight answered, levitating an apple to her student. "You know, I don't think I ever asked you."

"Asked me what?" Starlight replied, biting into the fruit.

"I never asked about what else you did when you went on the run," Twilight answered. "I mean, I know you said you were following those Changelings that tried to kidnap me, but what else have you done before you found me?"

"Well," Starlight began. "I'm not gonna tell you everything. If I did that, we'd be here forever. But I will tell you a little bit of what I did before we ran into each other."

"Are you sure you're not staying?" Shining Armor asked.

"I'm sure," Starlight answered.

"Don't you think it's dangerous to keep traveling all by yourself?"

"Shining, I know you mean well, but I'm going with my gut. Trust me, I'll be fine," Starlight said.

"I'm just worried about Twily."

"I know you are," Starlight answered, putting a hoof on his shoulder. "But there's nothing you can do right now. You try to go to Canterlot, you'll get killed."

Shining Armor lowered his head.

"I know. But I want you to stay here for at least a few days."

"I appreciate your generosity, but-" Starlight began.

"'But' nothing," Shining Armor said, cutting her off. "You're staying here for a few days. Please. Do it for my sister."

"Alright," Starlight said. "But when I leave, don't try and follow me. The Queen already has Princess Cadance and Twilight. I don't want her to get you or Flurry Heart as well."

"Thank you," Shining Armor replied, relieved.

"I'm gonna go sit by the falls for a little bit," Starlight said. "I'll be back soon."

"Alright. Just be careful."

Starlight nodded and began walking. Soon, she came to a hill overlooking Neighagra Falls and sat down under a tree. Usually, the falls would be packed with ponies from all over Equestria taking their weekend day trips or week-long vacations. Now they were empty and lifeless, completely devoid of ponies. Just like almost every place she'd been to, save for the Changelings running rampant everywhere. She watched a little branch flow down the river until it became overtaken by the massive waterfall, eventually plummeting into the lake below. She sighed.

"I really wish there was something I could do," she said to herself. "I wanna help them. But taking on the Queen and the whole Changeling army is a death wish. Maybe one day I'll find a way to save my friends. But for now, it's just me, myself, and I."

As she stood up, she felt her stomach rumble.

"It's almost lunch time. I wonder what food this camp has."

"You heading out?" Shining Armor asked.

"Yep," Starlight answered.

"Thanks."

"For what?" Starlight asked.

"For staying," Shining Armor replied. "Twily really taught you well."

"You're welcome, Shining Armor," Starlight answered. "You keep yourself, Flurry Heart, and all these other refugees safe."

"Don't worry about me," he said. "I'm doing my best."

"Good," Starlight said, smiling warmly. "By the way, I found some extra tents and took one for myself."

"That's okay," Shining Armor answered. "We've got plenty."

"Thanks. I'll see you later," Starlight answered.

"Good luck!"

I think I lost them. Starlight thought, ducking down into the bushes. I'm not sure if they're after me, but I need to be careful.

*CRACK!*

Starlight looked around. Someone or something had stepped on a twig. Slowly, she started moving out of the bushes towards a field of tall grass trying to make as little sound as possible which was made harder because it was raining fairly hard.

Maybe it's my imagination. she thought. But as she went to take another step forward, she heard something that made her freeze.

"Hello, Princess."

*CRACK!*

What was that?! Starlight thought. And did that thing say 'Princess?' Chrysalis captured all the princesses. Unless...

*CRACK!*

This time, the cracking noise was followed by a groan. Someone was groaning in pain. The pink unicorn could not deny the sound.

That was Twilight! she thought. I gotta help her! But how?

About 10 minutes later, Starlight came to another patch of thick, tall grass. Ducking inside, she stopped and listened to figure out if the pair of Changelings that had struck Twilight were close by. After waiting for about a minute, a faint voice met her ears.

"Maybe we should rest here for the night and regroup with the General tomorrow."

What am I gonna do? Starlight thought. She looked around and noticed some big rocks sitting a few feet from her. Channeling her magic, she quietly picked up one of the rocks.

"You know the rest," Starlight said.

Twilight was in awe. To be on the run alone for a few months was one thing. As for how her student was on the run alone for a few months and practically made it across Equestria without getting caught, she couldn't even fathom that.

"I still can't believe you were by yourself all this time," Twilight said.

Starlight chuckled.

"Neither can I."

"And you ran into my brother as well," Twilight said, her ears drooping. "He must be worried sick about me. I hope he's alright."

"I'm sure he's fine, Twilight," Starlight said. "Anyways, I think we should get moving again."

"You're right," Twilight said, standing up. "Let's g-"

*CRACK!*

Twilight and Starlight jumped.

"What was that?" Starlight whispered.

"I don't know," Twilight answered. "But it sounded really close."

"Yes. So much closer than you think," said a low, raspy voice.

Twilight and Starlight turned around slowly. And their eyes fell upon what they hoped they'd never come across. Standing at least 8 feet away from them was a large group of Changelings. All of them were smiling wickedly, barring their razor-sharp fangs.

"Don't try to run, my little ponies," one of them said, cackling. "You're hopelessly outnumbered."

Author's Note

Oh no! It looks like our heroins are in a bit of a bind! 😨 Stay tuned to find out what happens in chapter 7!