Rise of the Hive

Chapters

New Rulers, New Enemies.
Fall of Ponyville, Part 1
Fall of Ponyville, Part 2
Fall of Ponyville, Final Part.
The War for Equestria Begins.
The Griffin Kingdoms, Part 1

New Rulers, New Enemies.

New Rulers, New Enemies.

Chrysalis and I stood in the Canterlot throne room. Our changeling army was finishing up converting Canterlot into a fortress designed to accommodate the changeling's. The workers were digging into the mountain forming another hive. Canterlot would become our forward operation base to take over Equestria.

The throne room had changed into a dark room. The walls were coated in hardened changeling resin forming almost indestructible walls. I turned to Chrysalis and kissed her briefly.

"Will the army be ready for the next assault? Ponyville has to be our next target. I fear the Elements of Harmony are going to be used against us."

Chrysalis nodded,

"Your right. I would not want to test the power of the Elements... We will have to stop them before they are able to use them against us.

The only reason we were worried about the Elements is because we broke into the vault and found they had been missing.

"Celestia must have sent them to the bearers before the battle."

Chrysalis scowled and nodded again.

"We will have to attend the battle ourselves if we wish to stop them in time... Its risky but its the only way our army won't be decimated by the Elements."

"We must prepare the swarm for the assault on Ponyville"

Chrysalis and I began to leave the throne room. Ten elite changeling's watched our backs. One of the guards opened the door and the view of Canterlot was visible. Canterlot was a changed city, buildings were black and twisted along with tunnels burrowing deep into the ground.

I commanded the swarm to group up and prepare for the assault on Ponyville. However I was interrupted by a foreboding noise.

"It seems they have taken the fight to us..."

I shot into the sky and spotted several groups of pegasi and a few dozen chariots

I commanded the swarm to take immediate battle stations.

"Our enemy has taken the fight to us! Defend Canterlot with your lives!

Thousands of changelings began to pour out of the tunnels and into the air. They closed in on each other and collided. The pegasi were furiously battling the swarm to buy the chariots time to land. Remnants of the Royal guard and the Lunar guard were working together to defeat us.

I charged a beam of energy and shot it towards one of the chariots. It collided and burst into flames quickly falling to the ground. I destroyed another chariot in the same manner but by now the rest had landed. There were several unicorn royal guards and to my dismay six mares with necklaces and a tiara appeared from a chariot.

"Chrysalis! They brought the Elements!"

Chrysalis hissed and started flying towards me.

"We have to stop them before they unleash the Elements!"

I wrapped around Chrysalis in mid air and we both started diving towards the chariot. A green cone began to form around us as we picked up speed. Both our horns were glowing getting ready to blast the chariot into Tarturus.

"LOOK OUT!"

One of the royal guards had shouted just before we collided with the chariot. A massive green explosion decimated the chariot but I noticed a lavender aura contain the blast. When Chrysalis and I recovered there was six angry looking mares in a circle around us. I desperately commanded the swarm to come to our aid.

"Changelings! Hear the cry of your king and aid us in battle!

Hundreds of changelings dropped what they were doing and headed our way only to be stopped by the unicorn royal guards protecting the Elements. They were projecting a shield around us preventing the swarm from getting in. I bit my lip when Twilight spoke in a demanding tone.

"Where is Celestia and Luna and what did you do to them?!"

I didn't respond and Twilight started to use the Elements of Harmony. I started to panic and quickly thought of a desperate plan to buy us some time. I changed into my old white body and gave Twilight a pleading look.

"Why?.."

Her look of determination faltered for a moment and I used this to my advantage. I charged a beam of green energy quickly and shot the tiara off of her head. It flew off and I noticed the changelings had burrowed under ground and under the shield. They began to attack the unicorn guards and I suppressed Twilight in an anti magic shield.

Elite changeling guards attacked the other bearers. Rarity and Fluttershy were the first to go down, Pinkie Pie was impossible to catch while Rainbow Dash and Applejacks brute strength gave them an edge. Twilight tried to break out of the anti magic shield and I had to focus on keeping her contained.

Rainbow and Applejack soon fell and were restrained by elite changeling guards. Pinkie Pie was still untouchable when Chrysalis intervened. She levitated Pinkie Pie and held her still. Three elite changelings tackled her to the ground and her mane deflated when they restrained her. I changed back into my original form.

It was too soon to celebrate however. Twilights eyes glowed white and began assaulting the shield with everything she had. I struggled to keep her contained but the shield overloaded and exploded into a massive wave of energy. Twilight spoke to me in an enraged tone.

"What happened to you?!? WHAT HAPPENED TO MY BIG BROTHER!!!"

Twilight had tears in her eyes and she levitated the hundreds of surrounding changelings into the air. Her horn began to glow and she shot a swirling white beam towards my chest. I couldn't dodge it and it struck me with an overwhelming amount of force. My body felt like it was getting incinerated, my horn felt like it was about to explode. My wings also felt like they were bursting into flames.

"Meta! NO!"

Chrysalis fired a beam of energy along with several other changelings. They slowly began to suppress Twilight's magic.

My brain felt like it was melting and I could only form one coherent thought.

"H-Hurry..."

Chrysalis doubled her efforts and Twilight screamed with frustration, She fell to the ground sobbing and was quickly subdued by the elites. I hit the ground hard and I coughed up green blood. I found it difficult to think clearly with the splitting pain coming from my horn and my back.

Chrysalis was standing over me with a worried expression. I looked into her eyes and raised a hoof towards her face gently caressing it. I started to lose consciousness and I tried to fight its effects. My vision dimmed and my hoof fell from her face.

"Meta... Your dying..."

Chrysalis had tears in her eyes as she desperately tried to refuse what was happening.

"I don't want you to leave me alone..."

She brought her neck close to my face and I was shocked when I realized her intentions.

"Bite."

I took a deep breath and I weakly bit into her neck. The energy in her blood was no small amount of relief. When the green in Chrysalis's eyes began to flicker I let her go and slowly got to my hooves. I noticed that my wings had been burnt making them useless until they healed. I also couldn't seem to use magic.

I still respected Twilight. I would keep her friends alive but only after I had dealt with the Elements themselves. I turned to Chrysalis and she seemed to be recovering I nuzzled her and I gave her my love. She kissed me and I could feel disgust radiating off of the six mares behind me.

I trotted over to Twilight and I decided that I couldn't allow her to remain so powerful. I sat down next to her and she gave me a furious look

"Where.. Is Princess Celestia.."

Reluctantly I took a deep breath and stated.

"Princess Celestia is dead."

Twilights horrified expression soon turned to one of excruciating pain.

Twilights horn now rested in my jaws.

Fall of Ponyville, Part 1

The Fall of Ponyville. Part 1

I felt utter shock radiating from the five mares behind me. However the air around me soon began to spark and charge with magical residue. The frequency continued to increase until a massive shock wave sent me flying back into a wall. I could feel Twilights energy spilling out of her horn.

Twilights face was contorted in pain, no one could move until the massive wave of energy subsided. Eventually it started to slow down and then stopped altogether. Twilight immediately passed out and I rushed over to her, her friends were worried about her.

"Get away from her ya monster!"

"I don't want her to die. If you cooperate with me I assure you no further harm will be done to her or to you."

Applejack heard the sincerity of my words and looked away with a scowl on her face.

"Take them to the dungeons but take Twilight to the infirmary. I will deal with the elements."

I levitated the five necklaces and a tiara away from the bearers. I was intent on destroying them but I had no idea how.

"I don't even know if they CAN be destroyed...But I'm going to try."

I stood there for several minutes trying to find a way to destroy them. I tried physical means as well as magical. However nothing worked, not even destruction magic. I hissed in frustration and decided that I would find a way later. Chrysalis trotted over to my side and looked at the Elements.

"I'll need to keep these locked away."

"Put them back into the vault, I can have changeling's seal the door."

I was tired from the battle, I still hadn't fully recovered from Twilights blast. I still couldn't fly but I could use small amounts of magic.

"We captured several guards... Perhaps they could help you."

I grinned at Chrysalis,

"I think I just might do that. Here seal the Elements in the vault."

Chrysalis took the Elements in her magical aura and started heading towards the vault. I started heading towards the battlefield.

"I'll see you again soon my love."

I noticed several guards restrained in changeling resin and I looked around for a suitable guard. One of them was a larger unicorn guard. I trotted over to him and he looked at me with a disgusted expression.

"I think you'll do."

I leaned down to bite his neck... But then something unexpected happened.

"Not on your life."

I saw his horn light up and I heard a whistling sound heading my way. My eyes widened and I looked up just in time to see the dagger puncture my neck and straight through my jugular vein. I gagged in pain and stumbled to the ground.

"META!!!"

I couldn't form a coherent thought as the blood gushed out of my neck. I noticed at least a dozen changeling's were mauling the unicorn guard, but I couldn't hear it. I started losing consciousness and it was almost impossible to fight. I saw Chrysalis land with an extremely worried expression and she looked at my neck and her face turned to despair.

Tears formed in her eyes as she saw how mortally wounded I was. She caressed my face with her hoof.

"Meta..."

My heart skipped a beat, her tone sounded hopeless. I could no longer fight the darkness and I lost consciousness.

Fall of Ponyville, Part 2

Fall of Ponyville, Part 2

*Chrysalis's point of view*

Meta shuttered as he died in my now bloody hooves. I bit my lip hard enough to draw blood. I closed my eyes tightly and gently let him out of my hooves. He fell to the ground with a lifeless thud and I stood there frozen with despair. The unicorn that had slain him had been viciously mauled by the changeling's that had been guarding Meta. I turned to the body with a look of utter hatred and consumed the body in a roaring green flame. I turned back to Meta,

"This can't be the end.. My love..."

I levitated Meta's body and teleported to the throne room. I gently laid him down and started heading towards the dungeons. I recalled a few rituals of black magic... However they required a blood sacrifice.

"I think I know the perfect ponies..."

I passed hundreds of cells with green cocoons filled with ponies. When I came to the two that I wanted I wasted no time in removing them from their forced slumber.

"Huh? where am- Gah!"

Crescent and Star Sparkle both stared at me with fear in their eyes. Their fearful looks made me grin and I teleported them to the throne room where I left Meta's body. Five changeling elites had already carved a specific rune into the throne room's floor. I teleported to the Canterlot library and looked around for a moment. I spotted the book I was searching for.

"Forbidden spells... black magic.

I levitated it and teleported back to the throne room. By now Star and Crescent had been restrained and gagged. They both looked terrified of the gathering of menacing changeling's. They stared at Meta's body fearfully, I turned to the page on rituals and took a deep Breath

"Du er faldet, før din tid Metamorphosis ... Vend tilbage til os og regere som om du var meningen, at gøre ... Tilbage til os og opflyde din skæbne som Erobreren af nationer og Hersker af månen!"

As I chanted the changeling's had slit the throats of the two ponies present and had donated some of their blood to the mix of things. The blood turned black and slowly inched towards Meta's body. My horn began to glow and I had to donate massive amounts of magic into the blood. It started shimmering and giving off a sort of ethereal smoke. I poured all my magic and will into the blood and when it reached Meta's body it was starting to be absorbed.

Meta's body slowly started changing colors, It shimmered and changed to a pitch black. Once his body had been smothered a dark wave pulsed out from the black mass. It started getting darker in the throne room and a sense of true evil could be felt in the room.

I struggled to maintain the spell when finally the spell took effect. A dark beam erupted from Meta's body and an ethereal howl could be heard from the dark beam. A few moments later the beam was pulled back into the body with a loud *THOOM*

All was silent, I stood there for several moments recovering from the magical exhaustion when Metamorphosis took a breath. I froze and bit my lip in anticipation. I saw him shudder and slowly stand up, He weakly looks around and his eyes met mine.

"Chrysalis?...."

*****

Chrysalis rushed towards me and I was engulfed in a bone crushing hug. I returned the gesture tears threatening to overflow from my eyes.

"I thought I'd lost you.."

We both stared into each others eyes and I leaned in and kissed her passionately. She returned the gesture eagerly and I absentmindedly dismissed the changeling's present. I walked into the kiss and Chrysalis slowly fell to the ground. I wrapped my hooves around her and we joined intimately. My tongue shot into her mouth and she moaned slightly.

I kept going and I could feel that same thing I felt back at the hive in the desert. It rose up in me and both of our breathing picked up. Soon both of us were basically gasping for air and I could feel myself getting close. I moaned loudly and my eyes rolled back into my head as the feeling reached my throat.

I convulsed and as it reached my mouth and Chrysalis shuddered in pleasure when it reached her. She greedily swallowed the substance and I inhaled the scent of it. As our feelings died down I collapsed next to her and hugged her gently.

*******

Chrysalis smiled and nuzzled me.

"I'm glad to be with you again..."

We laid there for several minutes, I looked around and asked her.

"So what did I... miss?..."

I saw the bodies of my parents and I turned to Chrysalis with an accusing expression.

"Did you have to kill them?? Why did it have to be them?"

Chrysalis sighed,

"The sacrifices had to be of your bloodline... But since you were transformed I had to modify it with some blood from the elites... I'm sorry..."

I sighed,

"There was no other way?"

Chrysalis nodded and I looked down. A few moments passed and I took a deep breath.

"We have to move on..."

Chrysalis and I turned to leave the throne room. We both contacted the swarm,

"Prepare for the assault on Ponyville."

The changeling's froze for a moment and then started buzzing everywhere. Thousands of changeling's flew out of the tunnels under Canterlot and prepared for the journey to Ponyville. Our advantages over the Equestrian army were many, our army did not need weapons or any types of equipment that would slow us down. Preparations were almost finished, Thousands of changeling's stood prepared to fly at a moments notice.

I surveyed the field below Canterlot and the changeling's awaited the order to fly.

"Fly now to Ponyville!"

I took off along with the thousands of changeling's, Chrysalis at my side.

"They wont stand a chance"

*Meanwhile*

I quietly sneaked passed the patrols and unlocked the door with my magic. One of them had noticed the door opening. I took a deep breath and cast an invisibility spell. It turned the corner and stared right at me, however it turned to leave. I sighed with relief and followed the changeling.

It opened the door to the dungeons and I silently lit my horn to kill the changeling. I bit my lip and broke the changeling's spine with my magic. I winced when I heard the bones breaking. I sighed and entered the dungeon. Upon entering I noticed six distraught looking mares.

I noticed Rainbow Dash, Rarity, Pinkie Pie, Applejack, Fluttershy and...

"Twilight?..."

Fall of Ponyville, Final Part.

The Fall of Ponyville

*Cadence's Pov.*

The six mares all looked up and were surprised to see me.

"Cadence! You got to get us out of here, Something happened to Twilight!" Said Rainbow Dash.

I bit my lip and slowly started walking towards Twilights cell. I undid the locks on all the cells and slowly walked towards her. I sat in front of her and gently laid my hoof on her shoulder to comfort her. Her head shot up and I noticed that her eyes were bloodshot and stained with tears.

I took a deep breath and hugged her tightly.

"What happened to you Twilight?..."

She returned the hug and she broke down in the middle of it.

"C-Cadence!! I.. I'm so glad to see you... *Sniff*"

I felt so sorry for Twilight, she got the worst of Shining's Insanity. I lit my horn and radiated love into her.

"Your not alone in this Twilight..."

"What about...the princesses.

I looked up and bit my lip at the memory. I had been watching the whole battle... I saw the princess's get devoured.

"I don't know..."

I took a deep breath.

"We have to get out of here."

We all turned to leave just to see seven changeling elites baring their fangs at us menacingly

"Stay behind me!"

~Ω~

We flew towards the town and I could see hundreds of panicking ponies and several alarms going off. There was barely any guards in the streets. Equestria was running out of guards. We swarmed Ponyville and overwhelmed what defenses they did have and began to break into the houses and harvest the ponies.

"This is almost to easy..."

I watched as the swarm started infesting the city. There was one however that caught my attention. A big red stallion smashing changeling's left and right.

"Hmmm... I'll deal with him."

I began to dive and I aimed for the ground in front of him. I collided with the ground and he was sent flying back. The red stallion got back up and charged at me with a furious look on his face.

I levitated him and began to sap his energy. He started slowing down and he tried to break free. Eventually he went limp and I dropped him, he spoke to me

"Where.. is mah little sister.."

I grinned at him and said

"You wont have to worry about that anytime soon..." I chuckled.

I bit him for a few moments and ordered changeling's to put him in a cocoon immediately. Big mac was writhing in pain as they dragged him away. I took a deep breath and looked around. Chaos was flooding the city, Ponyville was ours.

I turned to Chrysalis.

"We cant be everywhere at once... Were going to need lieutenants."

"I think I know just the Ponies..."

Chrysalis chuckled evilly and I gave her a curious look.

"What do you mean?"

Her eyes glowed green and she stated.

"The Wonderbolts."

~Ω~

Seven dead changeling's were lying on the floor. I turned to make sure that my friends were unharmed. They were a little shaken but fine overall.

"They know were here now, We have to move NOW!"

I dashed out of the door and the elements followed me. The changeling's didn't know Canterlot like I did. I turned to a solid brick wall and pressed once of the bricks forward. The wall collapsed and lead to the Everfree forest palace.

We passed through and I sealed the wall. We were galloping in complete darkness when we heard sounds behind us.

"They know where we went!!!."

I bit my lip and stopped galloping.

"Go..."

The six gave me confused looks, However Twilight was the first to catch on.

"No.. NO I'M NOT LEAVING YOU!"

I bit my tongue hard and place a shield in between us. Tears were rolling down my face as I did this and I said.

"You have to go Twilight... Please do this for me.."

The changeling's were starting to break through the prison wall. Twilight gave me a pleading look.

"Please don't do this..."

All of us had tears in our eyes, even Rainbow Dash. I turned to Twilight.

"They're not going to stop... They're not going to stop unless I slow them down... NOW GO!"

I hated to yell at Twilight but she shook her head fiercely and stated.

"Ive always loved you Cadence... Goodbye..."

The six mares took off down the tunnel and I turned around just in time to see them break through the wall. With tears in my eyes and an enraged feeling came from within me. These changeling's had ruined my life, killed the Princess's and slaughtered thousands of innocent ponies.

I shook the tears in my eyes and I charged down the hall with a menacing war cry.

I charged my horn and sent a massive shockwave down the hallway. The changeling's were sent flying and the rammed back into the prison wall. I stabbed my horn into the first one I saw. I felt numb to violence as I stomped on another ones head. They began trying to restrain me and I fought them even harder. Dozens of changeling's were trying to swarm me. I missed one of them and he tackled me. Soon I had changeling's biting me all over, I screamed in pain and I remembered what happened to Luna and Celestia.

I felt a massive wave of strength surge through me and I flung all of them off of me using both my hooves and my magic. I flung them off me with enough force to crack their skulls against the prison walls. I sat there drained of energy when I noticed it was getting harder to breath.

I noticed the several bite marks were oozing out a green liquid. I felt venom coursing through my veins and I started hyperventilating. I turned to the wall but I stumbled and fell. I could feel the venom burning and getting closer to my heart. Once it got there my heart exploded in pain and I couldn't think straight. I started losing consciousness and I blacked out soon after.

The changeling's dragged Cadence's body into a cell and wrapped her in a cocoon...

The War for Equestria Begins.

The War for Equestria Begins

Ponyville was in the process of being pillaged and harvested. Some of the ponies were simply wrapped in cocoons destined to be fed upon until they were lifeless husks. Others however, were morphed into obedient changeling's willing to die to serve the hive. I buzzed over to a large cocoon containing the red stallion from before.

"You will be one of my lieutenants... "

Big macs eyes half opened and closed again. I took a deep breath in contentment.

"Everything is going according to plan..."

A changeling landed next to me with an urgent look in his eyes. He projected a mental image in my mind and I opened my eyes wide with surprise.

"Chrysalis, I'm going to teleport to Canterlot. Its urgent. The elements have escaped but Cadence had been captured."

Chrysalis hissed with frustration "I'll watch over Ponyville until you return.. Stay safe my love..

"I will"

I charged my horn and teleported to Canterlot. When I arrived I waited a few moments for the dizziness to abate and I started walking towards the dungeons. Several changeling's saluted me as I passed. Once I reached the dungeons I entered and began looking for a certain pink alicorn. I noticed the cell and I approached it slowly. I stared into Cadences unconscious face and I couldn't help but feel sorry for her.

However, this was not going to stop me from powering my army with energy for the wars on the horizon. I charged my horn and began sapping Cadence's energy. I could see her start to become restless and eventually she woke up. She saw me and all she could do was stare at me with a look of fear, surprise... and anger.

I took a deep breath as the massive amounts of love energy radiated off of her. The energy was almost to much to control. I stopped because if I took anymore she would have become a lifeless husk of her former self. I concentrated on staying up and I pointed my horn towards the ceiling.

I shot a massive green bolt that absorbed into the ground and sent a shock wave of energy out towards the swarm. I took a deep breath and noticed that Cadence looked like she was having a nightmare. I lowered my horn and dispelled her unease. She stopped struggling and remained still, I took another deep breath and I could almost smell the energy in the air. Cadence had enough love to power the swarm for months.

I turned to leave, I was going to join the assault on Cloudsdale. Normally Id let my changeling's handle such a small city by themselves. But I didn't want the wonderbolts to escape the floating city. I left the dungeon and exited the palace. I started flying to Cloudsdale because I wanted to save the energy from Cadence.

"I'm on my way to Cloudsdale, have the swarm meet me there.

I received a mental nod from Chrysalis and started flying faster. It took me a few minutes to reach them and I saw a smaller portion of the swarm ready to assault Cloudsdale.

"Attack! Do not kill the Wonderbolts if you see them!"

A few hundred Changelings flew into Cloudsdale and I noticed that the town seemed deserted. The swarm went through the clouds searching for pegasi but none could be found.

I hissed in frustration "They must have evacuated Clouds-"

Thunder boomed across the sky, the clouds themselves descended upon the swarm. Dozens of lightning bolts started striking the changelings dead when they hit.

"The pegasi are using the clouds as weapons! Disperse and stop them!"

I closed my eyes and opened them again, I could see through the dense clouds and I noticed twelve green outlined Pegasi.

"The Wonderbolts... Chrysalis! I'll capture them and send them your way!"

I flew towards one of them and I was spotted. I could see them preparing to fire at me. I projected a shield and deflected several bolts. I ensnared one of them in a magical shield and flung it towards Chrysalis. She grasped it with her magic and looked at me with a grin.

I returned the gesture and went for the second Wonderbolt. The changelings were having a hard time getting past the lightning and I reached two Wonderbolts that were starting to be overwhelmed. I ensnared them and flung them towards Chrysalis. The pegasi were powerless against my magic.

The Wonderbolts were starting to get overwhelmed due to the shear number of Changelings. I saw some of them falling to the clouds and being caught by changelings. However I noticed two more that were still fighting. One of them had a orange and yellow mane and the other one had a bluish black mane. I flew towards them when the one with the orange mane pointed at me and shouted something I couldn't here over the lightning.

The two Wonderbolts started flying in a circle rapidly. I was almost upon them when a lightning bolt struck me in the chest. I gritted my teeth and put up a shield. However they were starting to spin faster and faster. I could see a small tornado forming and starting to suck up all the storm clouds. The clouds began shooting off lighting bolts by the dozen. The rest of the changelings dove for cover and I strengthened the shield around me.

The lighting bolts started becoming more focused. They were all starting to approach me, before I could find a way out of its path dozens of lighting bolts were striking my shield repeatedly. I couldn't maintain the shield and the shield dissipated, the lightning bolts stopped and the air began crackling with the buildup of one strong lightning bolt.

"Meta!"

The lighting bolt struck, I hissed defiantly and refused to fall. The massive amounts of electricity coursing through my body was extremely disorienting. My sight flickered and I went blind from the electricity. Just when I couldn't take anymore the tornado dissipated and two pegasi and one changeling fell towards the clouds.

Chrysalis captured Spitfire and Soarin and landed next to me. I hissed in pain but slowly regained my footing. I had severe burns and I felt my whole body shaking from the amount of electricity that had passed through my body moments ago. I stood as still as I could because of the burns. I looked towards Chrysalis with a pleading expression.

She grinned at my situation. "You got burnt"

I rolled my eyes and she healed the burns all across my body. I turned to our captive pegasi and sighed in relief. All of them were unconscious. I ordered the changelings to have them wrapped in cocoons immediately.

"I'll be heading east to Stalliongrad while our lieutenants expand in all directions... The more we conquer the more unstoppable we will become"

A large changeling landed on one of the clouds. He saluted me and I lowered my horn towards his throat and cast a spell that gave him the ability to speak.

"Thank you, my king."

I raised an eyebrow "You were once known as Big mac.. Correct?"

"I was but not anymore. I live only to serve you."

"Good... Your going to watch over Canterlot until I tell you otherwise... Oh and one more thing," I turned and gestured to Chrysalis who had been standing next to me. "This is Chrysalis and she is your queen. Obey her commands just as if they were my own."

He saluted us both and flew off to Canterlot with his first orders. I galloped to the side of Cloudsdale and jumped off. I started flying towards Canterlot with him.

"Were do you think the pegasi went?" I asked Chrysalis.

"I don't know. But we will find them."

I nodded and changed direction towards ponyville.

"I'm going to gather an army and fly west towards Stalliongrad. I hear the ponies there are more resilient." I sighed.

"Its inevitable that we will be separated if we wish to win this war."

I landed in ponyville, "Once this war is over I promise we will see each other again."

I noticed that hundreds of new changelings had been spawned from the inhabitants of ponyville.

"Come with me! we fly to Stalliongrad!

The changelings gathered around me and we took off towards Stalliongrad.

I said one final goodbye to Chrysalis. I'll return to you as soon as opportunity allows me, I love you."

"I love you to, Goodbye."

I severed the connection and I could no longer feel her mental presence. It felt strange and somewhat lonely in my mind with her presence gone. We flew until we could no longer see Ponyville or even Canterlot behind us. We approached a mountain range that connected with Canterlot.

I chose to fly above the mountain and we could feel the air thinning out as we approached the top. Stalliongrad was on right on the other side of this mountain. Once we were past it we could surprise the defenders and dive bomb their defenses. They had no doubt heard that the changelings were swarming throughout Equestria by now. The sun was setting and I knew that Chrysalis was setting the sun. I raised the moon and we reached Stalliongrad.

"Capture as many as you can. For the glory of the swarm! *ATTACK!!"***

Four thousand changelings all started diving towards the city. In the darkness of night the green air cones that were forming around each one shined brightly. I saw several guards start to notice us but they had no idea what to do. They had nothing to defend themselves with.

I began to form a cone around myself and joined the bombardment. Mine was much larger and I enhanced the barrier with magic. I pointed towards what looked to be the barracks. In moments the city erupted in fire, I crashed through the building and noticed that it was filled with guards stumbling around and looking for their weapons.

I charged my horn and I knocked them out when I squeezed a nerve in their brains. I went to the next room and a spear was thrown towards my chest. I dodged it and leaped at the guard that threw it. I bit into his neck and greedily absorbed his essence. My eyes glowed green and I busted down the exit to the city streets. Guards had formed in large circles and were fighting the changelings. They were in larger circles around intersections in the city. I leaped into the air and dive bombed once of the circles. The guards flew in all directions while several changelings had started biting them. The guards fiercely resisted us.

I could see ponies without a uniform carrying makeshift weapons. I hissed in frustration, If the whole town resisted us we would be overwhelmed. I charged into a group of angry citizens and they all tried to attack me. I dodged and deflected their blows one of them hit me and I was tackled to the ground. I charged my horn and sent them flying.

I flew into the air and noticed that the fight looked evenly matched. In the center of the city their was a pile of dead changelings and a group of guards standing on the pile. They were fighting fiercely and decided I would put a stop to them. I charged my horn once again and dive bombed the group of guards.

One of them saw me and to my surprise he grasped the cone I was forming and directed it away from the group. I crashed into concrete and I got up baring my fangs and giving them a menacing look.

"What in the deepest pits of Tarturus is that?!"

The unicorn guard gulped and I responded for him.

"I am the king."

I lunged forward and smashed one of the guards faces. I quickly dodged a spear and deflected a sword with a kick. The unicorn shot a bolt of magic towards me but I shielded myself and deflected it towards him. It struck him and he was sent flying back. The other guards quickly lost morale and fled only to be overwhelmed by the changelings. I trotted over to the unicorn guard and grinned at his fearful expression.

"What are you?!"

My eyes glowed a menacing green,

"I am the master of this army.. And Equestria will be mine."

I bit into his neck and I could taste the fear in his blood. I drank until there was nothing left and I ripped his throat out. I looked around the town center noticing that the guards were losing morale.

"Don't let up my warriors! They will all be ours!"

*Twilights Pov*

We were hiding in the crystal caves under Canterlot. The whole area around us was swarming with changelings. We had no place to go. My friends were sleeping uncomfortably but I couldn't sleep due to a throbbing pain where my horn used to be. Not being able to use my magic was driving me insane.

I decided that I would risk going to the surface, I needed to check on Cadence. I couldn't stand the thought of her being stuck in one of those nasty green cocoons the changelings trapped ponies in.

I reached the surface and I noticed dozens of changelings were flying around Canterlot. I kept to the shadows and I eventually reached the Palace. There was two guards at the door. I thought of a way to distract them. I walked down a dark alley and noticed a guard that seemed to have been forgotten. I bit my lip at the site and noticed that he had a crossbow and a knife.

I took both weapons and slowly trotted over the the guards. I aimed the crossbow at one guard, I took a deep breath and pulled the trigger. The arrow went straight through his eye and I quickly threw the knife at the unsuspecting changelings throat.

I galloped inside and before I was spotted I dragged them inside and closed the doors. I had to resist breaking down right there.

"I just killed..."

They were the first things I had ever killed. I bit my lip and took deep breaths. After a minute I continued down the halls.

I quietly snuck through the halls of former Canterlot palace. The whole place had been changed into some vile organic material. The changelings decorated the cities with it wherever they conquered. I reached the dungeons intent on breaking Cadence out before it was to late.

I reached her cell and my heart skipped a beat. There was a massive changeling standing by the cell. It almost reminded me of...

"No. it cant be... I refuse to believe its him.."

I looked back again and he was standing right next to the corner. I yelped and he tackled me to the ground. My heart was pounding and I saw his fangs protruding from his mouth. He tried to bite me but I moved at the last second and his nose slammed into the floor.

I leaped out of his hold and galloped to Cadence's cell. I looked inside and looked back towards the giant changeling. He was charging forward, I ducked and he rammed through the cell bars. I jumped over him and tried to find a way to get Cadence out of the cocoon.

"Oh no..."

Cadence appeared to have already changed. She looked similar to Chrysalis and I couldn't help but stare at her shocked and fearful. I felt a pair of hooves yank me back. The changeling was staring down at me with a furious expression.

My heart felt like it was about to explode and the changeling bit down on my neck. I screamed and pain and I tried one last desperate plan.

"CADENCE!! HELP ME PLEASE!"

Cadence twitched in the cocoon and I called her name again.

"CADENCE!"

Her eyes shot open and she ripped out of the cocoon. She saw me and bucked the changeling off of me with enough strength to send him through another cells bars. Cadence hissed violently and It sounded terrifying and unbelievable coming from her.

Cadence kneeled next to me and she pursed her lips. She realized that she had scared me. I couldn't help but hug her. I knew that if she saved me from that changeling that deep down she was still there. She stood over me protectively and hissed at the large changeling. The changeling shook his head and left.

"Cadence... is that you?.."

She frowned and nodded I hugged her and cried on her shoulder. All of a sudden Cadence snapped stock still and she pushed me behind her. I saw Chrysalis standing in front of the cell with her eyes glowing green. She levitated Cadence and slammed her against the wall.

"NO!"

She looked over to me and I was flung over to the wall to. She pulled me back and through the hole in the bars. She sealed them with her magic and placed a rune over the cell. She threw me into a cell and locked it.

"Thats where you'll stay until I figure out what to do with you."

I bit my lip hard. I couldn't take anymore of this evil, these changelings, this corruption of Canterlot and the death of the princess's. I couldn't take anymore. The color drained from my body and I was left a dull grey. I sat down and I was filled with hate. Hate for the changelings, I wanted revenge for the once who had started all of this.

Chrysalis... And Metamorphosis.

*Meanwhile at Stalliongrad.*

We piled our dead and the unsalvageable guards and citizens. We stood victorious over the ponies with our casualties topping out at least 1,000. However. The population of stalliongrad was 5470, That adds up to about 5000 new Changelings. A massive increase to our army. Once we are able to take the massive cities like Fillydelphia and even Hoofington, Our numbers will skyrocket.

Our next target was Trottingham. We secured the position around Stalliongrad and when morning arrives we will fly towards Trottingham. The changelings were busy cleaning up the city so I decided that I would wait until morning. I flew on top of a building and laid there for a few moments. I rested my head and soon dozed off

I awoke when it was time to lower the moon. I concentrated and grasped the moon and lowered it. Shortly after the sun rose. I jumped off the roof and landed with a thud. I looked around and noticed that we were still cleaning up the mess. We weren't ready. I hissed with frustration, I charged my horn and sent a wave of energy towards the swarm in the city. They began working with renewed vigor and I began helping them with myself. In a few hours we were done. I took a deep breath and took off to survey the city.

The city was taken, we had set up a defensive perimeter just in case we were attacked. We were ready to move on. I Commanded the changelings to join me outside of the city. I landed outside the perimeter and I noticed that they were beginning to fly out and prepare to travel.

We would fly northeast towards Trottingham and once we reached the city, we would defeat them. I took off towards Trottingham and the swarm soon joined me. We flew for hours and we came upon an unexpected sight. They were outside of the city prepared for us.

"Those fools will be overwhelmed in seconds!. DESTROY THEM!"

Then the unexpected happened

Griffins descended from the clouds by the thousands. Hundreds of guards teleported to the army in front of Trottingham.

"Oh well we have a problem..."

The Griffin Kingdoms, Part 1

The Kingdom Of Griffins

We were heavily outnumbered against the griffons army. I hissed in frustration and commanded the swarm to hold their postition.

"Stand back." I noticed that the griffins were gaining on us fast.

"Ill handle them myself."

I shot higher into the air and lit my horn brightly. The griffins noticed me and began to surround my position. I took a deep breath and absorbed as much energy as I could from the army of griffins. I felt their rage boil over inside of me and I formed a shield around me.

I growled loudly at my enemies and the shield around me began shimmering and pulsing with an overcharged amount of energy. I roared with anger and the shield shrank a few feet and exploded with an unstoppable amount of force.

A sonic boom raced across the sky followed by a titanic roar as the shield of green energy blasted towards the griffin army. The griffins froze in mid air and stared in disbelief at the show of massive force. Some dived while others flew up to escape the brunt of the attack. When the shield collided with the griffin forces they were sent flying towards the ground at frightening speeds. Many landed and were to crippled too move under their own power.

I felt all the energy drain out of my body. The swarm buzzed their wings and charged towards the army. Unable to keep myself in the air I began falling towards the ground. I noticed a few changeling's had stopped to prevent me from crashing into the ground. They slowed my fall enough for me to see the swarm dive bombing the unicorn guards. Some of them were scattered dealing with the fallen griffons.

When we landed I got to my hooves and watched the battle unfold. The griffons plan of attack had utterly failed. The unicorns were getting overwhelmed without their griffon air support and the changelings were fighting like demons at the sight of their fallen king. I started getting dizzy and felt like I might actually lose consciousness. I fought it for several moments and the dizziness wore off. I started trotting towards the battlefield.

Once the last of the army fell nothing stood between us and Trottingham.

"This land will be mine."

*Twilights POV*

I took a deep breath. Cadence looked dejected in her cell, I was angry at myself for not saving Cadence sooner. She looked at me with concern in her eyes. By now the cells have been long empty of the cocoons that had filled them. There had been an increase of security and every few minutes a changeling would check on both of us.

I could hear a changeling approaching us when Cadence eyes met mine. She grinned at me and winked before taking a deep breath. When her eyes opened again they were a menacing green. She got the changeling's attention and it looked at her curiously.

Its wings buzzed for a moment and it went to unlock the cell door. As soon as it was unlocked Cadences hoofs were around the neck of the changeling and she snapped it before it could call for help. Cadence quickly undid the lock to my cell and she motioned for me to follow her.

We encountered another changeling but it was swiftly dealt with when Cadence snapped its neck with her magic. It had changed to a green aura just like Chrysalis. I ignored it and kept following her. When we reached the surface we sneaked our way out of the palace.

I tapped her and she gave me a curious glance.

"Go find my friends.. There is something I have to find on my own."

Our eyes met for a moment and she hugged me tightly. "Be safe" I looked up at her surprised when she had spoken into my mind. "You to.. stay safe Cadence.." I hugged her tightly and left before I changed my mind about what I had to do. I stuck to the shadows until I reached my destination. The Canterlot Royal Library. I sneaked inside and found that all the books were gone. I gasped and I felt fury threatening to burst forth.

I calmed down in a few moments. They didn't know about the underground. I trotted carefully to a corner hidden by a bookcase.

I sighed

"This is it."

I touched a hidden brick in the wall. A small purple rune activated and I was teleported under the Library. Celestia had told me never to enter this hidden chamber. But now I had no choice. There was many forbidden books here but I was only looking for one that could help me defeat Chrysalis.

There were dozens of books that could help me but I needed one that could give me a certain edge. I reached a podium that held a book named.

"Den velsignelse af Thanatos"

I reached towards the book with a quaking hoof and opened the first page.

The air noticeably chilled when I opened the book. I noticed that writing was Incomprehensible to me. I grew frustrated, I was ready to chuck the book across the room when the book pulsed red and I was suddenly paralyzed.

"Twilight Sparkle... The element of Magic... You seek the power to destroy your enemys... and that power sits before you.. At a Price.

I trembled at the sound of his voice. "At what price?..."

"You will serve me in the mortal world.."

I noticed he said "Will" as if I didn't have a choice in the matter.

"Who are you?"

I am Thanatos, The god of death. You seek revenge. Revenge against those who have wronged you.

"Yes.. I want...If you grant me the power to defeat my enemies.. I..I will serve you..."

A red rune appeared around me.

"Hahahahaha!... Din sjæl er vores"

It felt as if my heart had suddenly been yanked out of my body. I screamed in pain and I faintly noticed a swirling vortex coming from the book. The swirling mass started entering my body and It felt like energy was being breathed into my limbs. I felt a burning sensation all over my body. I felt my horn regrowing and it surpassed its original length.

My heart was racing and as my magic returned to me a headache I didn't know I had vanished. I took several deep breaths and stood. I was much taller and my horn had grown in size considerably. I tried to keep myself from panicking I checked my sides just to be sure. There was no pair of wings and I took a deep breath. I felt a tainted power flowing through my veins.

"What did you do to me?.."

I only got one answer.

"You Are Reborn."

*I DO NOT own this picture.*