Kamen Rider Scarab

“That’s insane,” Jasper said as Sea Spray met up with her again an hour later. “How are we going to tell this to Lime? I mean, she already knew they were after her, but…”

“Yeah, I know,” Sea replied as she sighed a little. “I honestly have no idea what we’re going to do about this though. What if they’re right and it would be better for her to go back with them?”

"I don't think we should do that either," Jasper commented. "But the fact of the matter is that Scarlet is right about one thing. The general reaction to finding out about Changelings is, not good. Lime is a good pony, but they're more than likely to run her and her father out of town if they find out what happened to her."

"Yeah," Sea sighed as she brushed her mane back for a moment. "I can only imagine what she'd go through if it was exposed. I just, I don't really know exactly what we should do to help her at this point. Lime is a good pony and really doesn't deserve to be exiled or worse."

"Tch, she really should just go to the Hive already, it's her place now anyway," Scarab commented as he rested on Sea's head for a moment. "But there's not a lot you can do, to be honest. She's a Changeling now and the hive..."

"Okay, you shut up there, it's ultimately her choice whether or not she leaves," Sea said as she growled a little at the mechanical insect. "You're not helping, you know that right? She's still who she used to be and... what's so funny?"

"You don't get how the Hive works, do you?" Scarab asked. "You don't lose yourself in the Hive, you retain your individuality and personality despite the connection to the Hive. She's not going to be that different, she'll just become part of the Hive, it's really not nearly as bad as you think."

"Yeah, we're still not letting her do it unless it's her choice," Sea said as Scarab landed and recreated his pony form. "Even if there is a risk to her staying, it should be her choice. There has to be better options than just the Hive and her staying here in secret."

“We could always talk to my grandmothers and see if we can bring her back with us,” Jasper shrugged. “But they might not accept her easily. We need some sort of plan.”

"Yeah," Sea Spray commented as she thought about it for a long moment. She looked out towards the Farmhouse for a long moment as she thought about it. "I'm scared. I don't know what the Changelings are going to do to this town if we aren't able to resolve it."

"That would depend on the standing orders from Princess Elusive," Scarab answered. "They usually don't take ponies for conversion or feeding as I said before. Your friend was a rare case because she had been wounded. It may be hard to accept, but the Changelings saved her life by doing this."

"Yeah, left her to a life where she's ostracized by everypony she ever knew out of fear, that makes me feel so much better," Jasper snorted. "I need to get word to my Grandmothers right now. Hopefully, they'll know what to do. Right now, there's not a whole lot we can do."

Jasper walked off towards the local post office. They'd be able to send the message to Ponyville quickly enough, right now she just had to hope that they would have some idea of what to do.

"So, what are you going to do now?" Scarab asked as they started out of the room in the Inn they were staying in together. "You're not exactly in much of a position to stop those Drones."

"What will happen if we stop them?" Sea asked as she looked at Scarab worriedly for a moment.

"Most likely Elusive herself will get involved," Scarab sighed. "She knows everything that her Drones are doing. The good news is that she is more likely to be willing to listen to reason than Prism. It's still not going to be easy mind you, but it may be possible."

"So, what, we have to figure out a viable alternative to giving her over to the Hive?" Sea Spray asked. "Exactly what would that even be?"

"Who knows at this point," Scarab admitted. "The Princesses are dedicated to the cause of the Hive, however. And also to the preservation of the Changeling species. That may be our advantage here if we can convince her that it will be the best way."

"So, we just have to convince one of the most powerful Changelings in Equestria to not take her away, fun," Sea Spray groaned. "Anything else you want me to do? Maybe put out a house fire with a glass of water?"

"Don't worry, you'll figure something out," Scarab snorted. "Ponies are a very resilient species, that much I've learned already. You wouldn't have been willing to risk your life and fight to save yourself and your friends otherwise."

"Yeah, I guess that's true," Sea agreed as they headed out into Appletown's main street. "I just hope that we're really going to be able to save her. She doesn't deserve all of this."

"No, I suppose she doesn't," Scarab said as they walked together. "I'm going to go look around town more. Perhaps I can negotiate with the Changelings somehow."

"You'd do that?"

"Of course, we are partners after all," Scarab said with a soft smile. "I may not particularly like ponies, but there is something about you that intrigues me. I'll meet you at the Farmhouse later, I suggest seeing if you can find Lime at this point. Right now the Farmhouse is the safest place for her and I believe she's out in town somewhere. I can sense here faintly now."

And with that, the two parted ways. Sea Spray looked back at Scarab for a moment. He was certainly odd, but right now she didn't have many other options.

She sighed and started looking around town for Lime.

00000

"What did you want to see me about?" Scootaloo asked as she entered the lab where Tinker and Vira were working. "I hope it's good news. We've had a long few days."

"Well, you'll be happy to know that we're almost done with Project Lux," Tinker said as she turned around in her chair and nodded to the project that she was working on right now. We managed to tap into the magic of the stone that was provided to us by the Pie family. I'm amazed really, I didn't think the magic from a stone like this could be this powerful. It's just a matter of finishing the magical interface system."

"Can I take a look?" Scootaloo asked and Tinker nodded a little as she moved to the side and pointed at the object.

The object resembled a belt buckle similar to the Change Driver that Sea Spray used. However, instead, it was bronze with the shape of a shield at the center. It had a moderately sized hole in the center with several wires sticking out of it. When she examined it closely she realized that it was a magitek system, though one that was incomplete.

"How long do you think until it's done?" She asked as she looked back at Tinker.

"A few days at most," Tinker replied. "That Change Driver gave us a good boost on how to finish the Guardian Driver. It's impressive really if she wasn't a Changeling who designed it I would love to pick the maker's brain."

"Well, that's good," Scootaloo said as she noticed there were bags under the mare's eyes. "You should get some sleep, the last thing we need is a tired technician. The project will be there in the morning you know."

“Yes ma’am,” Tinker said as she secured the project she had been working on. “There is one thing though, ma’am. To make sure it properly works we’re going to need somepony to actually use it. Do you have somepony in mind?”

Scootaloo paused a moment at that. She honestly wasn’t sure yet, whoever it was would likely be required to fight the Changelings. While she, Sweetie Belle, and Apple Bloom had discussed it, none of them were really sure who they would give it to.

That was something to figure out later. She headed back to the main room of the Resistance HQ where Sweetie Belle was waiting. She smiled a little as she hugged her wife.

“Hey Scoots,” Sweetie said as she nuzzled the old Pegasus gently. “We got a message from Jasper and Sea Spray.”

"Oh?" Scootaloo asked as she looked at the paper that was on the table in front of them. "What does it say?"

"Well, uh, it sounds like they've got a tricky situation going on in Appletown," Sweetie Belle said with a frown as she levitated the paper up to Scootaloo. "You're not going to believe this..."

Scootaloo read it over as she narrowed her eyes at the paper for a moment. The message detailed everything that had been going on in Appletown. She honestly had no idea what to think about this. She had known Mayor Limeade and his daughter for years, and now she was a Changeling? This whole thing felt so, weird.

"This is bad," she finally said as she set the paper down again and looked back at Sweetie Belle. "Elusive is your sister, do you think she's going to get involved in this personally?"

"Probably, if there's anything left of Rarity in there she'd do it," Sweetie Belle sighed. A tear fell from her eye as Scootaloo gently brushed it away. "I don't know what to do, to be honest. I've always hoped that Rarity was still in there somewhere, but I just don't know anymore."

"Yeah," Scootaloo said as she looked at the paper for a long moment. "We don't really know, do we? But still, maybe we should send some help to Appletown. I mean with everything that's going on there, it sounds like they could use it. Kind of a shame Project Lux isn't done yet."

"It's almost done then?" Sweetie asked curiously.

"Yeah, I just talked with Tinker actually," Scootaloo nodded as she gestured towards the door to the lab. "Apparently it's just a matter of finishing the magitek interface on the Guardian Driver. Still, I don't know if it's going to be enough right now. Seems like we've gotten in the middle of a Rider arms race."

"Maybe, but given the alternative, it might be our only option," Sweetie Belle pointed out. "Prism's attack on you the other night shows that they're getting closer to their goal. The Riders are our only option at the moment if we want to win this war."

"Yeah, I know," Scootaloo lamented as she pulled her wife in close. "I'm scared, with everything that's going on I'm afraid that things will just get worse and worse. I just hope that everything will be okay."

"Everything will be fine," Sweetie reassured her. "Now come on, we need to figure out what we're going to do about Appletown. We could send some of the town guards, but that would just attract more attention."

"Yeah, I know," Scootaloo said as she thought about it for a long moment. "I guess we'll have to figure something out then, for now, we'll send word back. Here's hoping that Sea Spray is going to be enough for the moment at least."

"Well, it's not like she's there alone," Sweetie pointed out. "Jasper is there too, and if anypony can help her get out of this bind it's her. So, we just have to figure out what we're going to do about the Mayor's daughter. The fact that she was able to resist the Hive's influence actually means a lot."

"Right," Scootaloo agreed. "We may have to talk to you know who, he may be able to help her if it comes to that."

"You're not suggesting we turn the poor girl into a spy are you?" Sweetie asked.

"No, no, of course not," Scootaloo replied. "It sounds to me more like she's scared of what might happen. However, if it comes to that he can give her a place within the Hive, it wouldn't be the first time he's done that with a Drone."

"Yes, well, I think that option should be up to her," Sweetie said. "But I will include it in the message at least. If it gives her a chance to make it out of this without being consumed by the Hive, then it may be our best option."

"Yeah," Scootaloo sighed as they started to write the message to send to Appletown."

00000

"Hey Lime," Sea Spray said as she finally found Lime. She was in one of the fields on the far edge of Appletown sitting under the old Crusader Treehouse. "Mind if I join you?"

"Go ahead, can't promise I'll be an interesting conversationalist," Lime said as she leaned back on the steps.
"Do you want to talk about what's going on?" Sea asked as she took a seat next to Lime.

"No, not really," Lime sighed. "My dad doesn't even want me leaving the Farmhouse right now. I've basically had to convince him to let me out of my own house. I feel like an outcast or a prisoner in my own home. I didn't ask to be turned into a Changeling, I'm still me, and he still treats me like this. Do you even know what that's like?"

"No, I honestly don't," Sea admitted as she looked down at her hooves. "But I know that you're not any different than you used to be. I can't imagine what you're going through right now."

"Nopony can, at least nopony that lives around here," Lime groaned. "I'm scared that I'm going to lose myself because of this."

Sea thought back to what had happened earlier with Scarlet, she was starting to realize more and more that the Changeling was at least partially right. They hadn't even exposed the truth about Lime yet and it was already eating away at her. But what choice did they have?

"You're going to have to make a choice I guess," Sea finally said. "You can live here and let your fear consume you, or you can go with them. But there aren't a lot of good alternatives right now, I don't even know what would happen if you came back to Ponyville with us right now. If you want my advice, you should do whatever you feel is right."

"Yeah, that doesn't help at all, I don't know what that is," Lime said. "And the more I think about it, the more the Hive almost feels like where I should be. I'm scared that if I don't go, I'll do something stupid here. But if I go, I'll become something I'm not."

"And if you don't go, we don't know what might happen," Sea Spray agreed. "The fact of the matter is that it is ultimately your choice as to what you do. This is your home here in Appletown, all your memories are from here. You're going to be just fine, you just need to make a choice. We sent a message to Jasper's grandparents explaining..."

"Wait, you told them about this?" Lime asked as her eyes went wide. "I didn't say you could do that."

"They're good ponies and they may have a solution that we're not thinking about," Sea Spray pointed out. "Just give them a chance, okay? I know it's a long shot but they're dedicated to protecting everyone in the Safe Zone."

"Yeah, everyone who isn't a bug," Lime snorted. "But maybe you're right. I just wish that I could be a normal pony again right now."

"It'll be okay," Sea reassured her. "You are who you were before, that hasn't changed at all. So, how about you put a smile on your face and let's go see if they replied yet?"

"Yeah, okay," Lime said as they got to their hooves.

They were about to walk off together when there was the sound of hooves on the path leading up to the treehouse. Sea Spray looked down the path and narrowed her eyes when she saw Scarlet walking towards them.

"Be careful, that's their leader," Sea whispered to her. "Just stay calm, and if you hear her talking to you, don't listen."

"Right," Lime said as they started through the fields together.

Sea Spray automatically reached for her Driver before she remembered that Scarab had gone back to talk to Jasper. She cursed under her breath at that, the one time that he would've actually been useful and she was on her own.

"Well, I didn't expect to run into you here," Scarlet said as the two stopped in mid-stride. "I'm guessing you two have been talking then? Perhaps I can help you make a more informed decision."

"What are you talking about?" Sea Spray said as she put her hoof in front of Lime. "Any information she gets from you is going to be filled with lies and deception."

"If you knew the true joys of the Hive, then you would gladly join too," Scarlet laughed as she showed her fangs for a moment. "Lime, everything is going to be okay. We don't mean you or your town any harm."

"Then why did you make me into one of you?" Lime demanded. "I didn't want this!"

"You were dying," Scarlet said simply as she frowned a little bit. "We are not heartless monsters from some drama. We found you on death's door. It was not an act of malice that brought you into our embrace, but of love. You have to understand Lime, you would have died long before anypony would've found you. It was the only way to save your life."

"Well, uh, thanks..." Lime replied before shaking her head a little. That had done nothing but momentarily confuse her, even if it was true. "But that doesn't mean I have to go back to your Hive."

"Please, you're our sister now, all we want is what's best for you," Scarlet said. Sea was surprised to see an actual look of concern on the Drone's face. Was it possible that she actually wasn't lying about this and that she really did want what was best for her?

But at the same time, what really was best for her? RIght now that felt more subjective than anything else.

"I... I don't know what to do!" Lime cried out. "I don't want to leave my home, but I can't stay either! Both of you are tugging me in two different directions and I don't even know what I want to do anymore!"

"Lime, I'm sorry," Sea said softly as she shook her head a moment.

"The Hive knows what's best for her, the alternative is she stays here and the Queen only knows what might happen," Scarlet said. There was actually a twinge of sadness in her voice as if she didn't want this to happen either. "Lime, I'm going to ask one last time before we have to resort to other methods. Will you come with us?"

"No, I won't," Lime finally said. "I may not be entirely sure what I want to do with myself, but I know that much. I want to stay with my friends and family here."

"Then you choose to put them all at risk," Scarlet sneered. "I'll give you a head start back to town, but we will find you. This is your last chance."

"What do you mean?" Lime asked, suddenly more scared than ever. "What about this will put my town at risk?"

"You're a Changeling, Changelings seek out the hive," Scarlet answered. "And eventually, that instinct will become too strong for you to overcome. You may hurt your friends and family as a result, or if they find out they will throw you out or worse. Please Lime, we just want you with the Hive where you belong. It's what's best for everyone."

"I..." Lime said as she shook her head as if she was trying to get something out of it. "No, I can't... not right now."

"Then you've made your choice," Scarlet said. "But I'm not unreasonable. You have until you make it to Appletown to rethink your decision."

And with that, the Changeling changed into a white bird and took off as she flew towards the town proper.

"What are we going to do now?" Lime asked as she looked at Sea Spray.

"We need to get back to the Farmhouse," Sea said quickly. "If we make it there I can protect you from the Changelings. Right now, that's our only real option. I just hope that it's going to be enough."

The two mares headed towards the town together. And that is how we reached the point of the two of them making their way through town to get to the Farmhouse.

00000

"This is getting out of hoof," Limeade said as he looked out the window. Sea Spray and Lime had reached the Farmhouse without much more problems and had just finished explaining to the others what was going on. "You don't think they're going to start taking hostages or something, do you?"

"I honestly have no idea," Sea Spray admitted as she shook her head a little. "But we need to do something, we can't just let them take her away."

"Unfortunately if it comes to it, we might have to do that," Limeade said with a sigh. "Ponies are on the decline, we can't risk losing an entire town as long as Changelings are around."

"I'm sorry..." Lime said softly.

"Well, we might have a new option," Jasper said as she took out the message that her grandparents had sent them. "It's not an ideal situation but it might be just what we need. My grandmothers mentioned that they might be able to get in contact with Changelings that are sympathetic to Ponies."

"Wait, what?" Sea Spray asked. "There are Changelings who are sympathetic to Ponies?"

"Apparently, I don't really know how it works, but Grandma Scootaloo said that she's going to get in touch with one of them," Jasper answered. "Look, I really shouldn't say more than that because there's always the risk of them being found out. I don't really even know how it works, like, a Hive within a Hive or something like that."

"Huh, interesting," Limeade said. "Do you think that they might be able to help my daughter?"

"Maybe," Jasper said. "I've never met any of them personally of course. But if nothing else, it gives us a better option than we had before. It'll keep the town safe and it will give her a way to be herself without putting everything at risk."

"Yeah, maybe," Lime said as she leaned back and closed her eyes for a moment. "I don't want to be part of a Hive at all though. But at the same time, I don't want to put Appletown at risk."

"Lime, I'll always love you no matter what choice you make," Limeade said as he hugged his daughter tightly. "I don't want to lose you, but if this is the best option we have..."

"I'll think about it at least," Lime said with a nod.

"You better think fast, because I see Scarlet heading our way," Scarab said from the window as he walked back up to them. "Sea, are you ready for this?"

"As ready as I'll ever be," Sea said as she gave him a nod. "Let's give this a try."

And with that Scarab dropped his pony form and flew over and landed on Sea's head. She gave him a nod as she walked out of the Farmhouse and onto the main street.

"Uh, wait, he wasn't a pony?" Limeade asked. "What was he?"

"Long story," Jasper replied. "Needless to say, she's the best chance the town has right now. Pray to whatever gods you believe in that they're going to be okay."

The earth ponies nodded as they watched what was going on from the window.

"You're still insisting on getting in our way I see," Scarlet said as she and Sea Spray stared each other down on Appletown's Main Street. "A shame really, you'd make a fine Changeling. I guess we'll have to deal with you one way or another."

"Lime doesn't want to join the Hive, Scarlet," Sea Spray said. "And it's not our place to force her to make a decision. Maybe you're right and she is in a bad position here, but there are always alternatives. You don't have to deal only in absolutes."

"Perhaps, but the best chance she has right now is to come back with us, after that we'll let her decide," Scarlet said. "Her place is with her own species. Even if she doesn't join the Hive, it is still the place she belongs."

"I'm going to give her a chance to decide to stay if she wishes," Sea Spray retorted. "She doesn't need to be given the choice after she's already experienced the Hive. We both know that defeats the purpose."

"Perhaps, but you're going to have to stop me," Scarlet said with a fanged grin as she turned into her Changeling form. A white and grey carapaced Changeling stood there with a white mane that had a streak of red through it. More of the Changelings fell in with her at the same time and Sea Spray took a step back. "We may not be soldiers like you fought before, but we're more than capable of holding our own."

“Well, let’s see if that really is true,” Sea Spray said with a nod as she looked up at Scarab. “Are you ready to do this again?”

“Of course,” Scarab replied as she got onto her hind legs and levitated the Change Driver around her barrel. Scarab’s wings buzzed as he flew into her hoof and she raised it up.

“Henshin!” She exclaimed as she slid the Scarab into the Driver.

“WHAT IS BORN IN THE DARK MUST COME TO THE LIGHT!” The Driver called out as the energy flowed over her and the armor covered her as her tonfas appeared in her hooves.

“Not bad,” Scarlet said with a fanged grin. “We may not have the same combat forms as our brothers and sisters in Cloudsdale, but you will find that we are capable of taking on our own.”

She gave a twirl as her form changed until she was standing upright. Her body became red with golden highlights as it became more insectoid, her wings growing out to form into long beautiful insectoid wings. Her head became narrower with a vague eyes and face. Her arms resembled the sleeves of a dress as she held them out.

The other Changelings took on their own forms, smaller resembling basic insects with long tendrils.

“I thought you said they were love farmers,” Sea Said as she held her hands up. “Mind telling me what’s up with those forms?”

“Search me, the Changelings must be up to something new,” Scarab replied. Sea paused a moment at that, that wasn’t much of an answer was it? “But you’re faster and stronger than them. You can do this, but I’d focus on Scarlet, she’s probably the strongest of them.”

“Because of course she is,” Sea said as she ran forward at the Changelings, picking up speed as she did. She ducked an attack from one of them as she spun around and caught it across the face with a tonfa, causing it to fall back.

“Not bad, I’ll give you that, you’ve acclimated well to your gear,” Scarlet said as she raised her hand and it grew out into a long blade. “But we’re not going to let you get in our way. The Hive knows what is best for her.”

“No you don’t!” Sea said as she dodged another attack from a Changeling, only to have Scarlet’s blade slash across her chest. “Just because you think that’s what’s going to happen doesn’t really mean it will.”

“Really? Because this isn’t the first time,” Scarlet pointed out as she slashed at Sea again, but she caught it with her tonfas. “You lost half a town to this kind of thing ten years back. You’ve heard of Hillcrest, right?”

Sea Spray paused a moment at that. Hillcrest was the name of a town to the south of Ponyville. Indeed 10 years ago half the town had seemingly vanished overnight. She had gotten to know some of the foals that had moved to the orphanage after that.

"One isolated case isn't proof that it will happen here," Sea said as she kicked at the Changeling. "Lime is a good pony, she doesn't want to do anything to hurt the others."

"Neither did the last one," Scarlet said. For a moment Sea could've sworn she heard some pain in the Changeling's voice, was it possible she was telling the truth? No, she couldn't listen to this, why would a Changeling tell the truth about that?

"Changelings always come back to the Hive, one way or another."

"Well, we're going to make sure that she isn't forced back," Sea said as she spun around and slammed her tonfas into the Changeling's face. "She deserves to spend as much time with her friends and family as possible. Even if you saved her life, that doesn't give you the right to take that away from her!"

She was about to punch Scarlet when another Changeling grabbed her from behind. Scarlet steadied herself as she looked at the Rider in the visor for a moment. For a moment Sea could almost see the eyes of the Changeling behind the strange visage, and she looked furious.

"You're not going to be able to save everypony," she hissed. "You think you can put on some armor and run around Equestria protecting ponies? The world isn't that simple..."

She turned her hand back into a fist and slammed it hard into Sea's head. Scarlet shook her hand a little as she raised her fist to strike again.

"This world is unforgiving. You ponies would've been enslaved decades ago if we weren't fighting the real threats!" Scarlet continued as she punched Sea again. "We provide protection, you provide us food. The system has worked for decades and you come along and ruin it!"

She was about to raise her hand to strike again when Sea managed to free herself and grabbed her fist as she pushed in close. "You've done more than just protect us. There is no forgiving what you've done!"

In a moment of rage, she slammed her knee up into the Changeling's stomach and pushed her to the ground. the other Changelings tried to swarm around her only to be knocked back. She turned her attention back to Scarlet, rage in her eyes as she crouched down and prepared to strike her down.

Just as she was about to leap and go in for the finisher though, she looked in the Changeling's face. Even through the bizarre distorted features of the form's mask, she could see the fear in the Drone's eyes. She stopped just as energy started to gather in her leg.

She was about to kill again, and that scared her more than anything.

"Go," she finally said.

"What?" Scarlet asked, suddenly confused by the Rider's choice.

"WHAT?" Scarab shouted in her head, just as confused as Scarlet was.

"Get out of this town and never come back," Sea said as she brushed herself off. "I'm not going to have more blood on my hands than necessary. I can finish you off here, but I'm not going to. Get out of Appletown, or I will make sure you regret not leaving."

"You're bluffing," Scarlet said as she slowly returned to her Changeling form and struggled to get to her hooves. "You're going to attack us when we turn our backs on you."

"No, I'm not going to kill unless I have to," Sea said as she crossed her forelegs. "Now, get out before I have to start counting down from 5."

"You're either very sure of yourself, or very stupid," Scarlet hissed as her fellow Changelings reverted to their normal forms. "But this isn't over, one way or another you know this won't end with her spending the rest of her life here. You could've let this go by easily, but now she's a liability to this town. And this won't end well for her."

"Maybe, but we'll cross that bridge when we get to it," Sea said with a shake of her head. "Now, 5."

"Fine, fine, we're going," Scarlet said as she gestured to the other Changelings. "Let's go."

"Ma'am?" One of the other Drones asked.

"You heard her, she's not going to take it easy on us next time, and we need to report back to the Princess," Scarlet said. "But we'll be back, mark my words."

"And we'll be waiting for you," Sea said and watched as the Changelings turned into their bird forms and flew off towards Manehattan to the East.

"You know you just screwed up, right?" Scarab asked. "They're going to come back with more Changelings if it's really that important to them to have her."

"I know, but by then we'll be ready to protect ourselves," Scarlet said as she powered down and fell back onto her hind legs as Scarab returned to his pony form. "I just hope that we really will be ready. Right now, there isn't a lot of options Come on, let's go back inside."

What neither of them noticed was that there was a white bird watching them from a perch above the Farmhouse as they went back inside together.

00000

"I'm sorry my Princess, we ran into a complication," Scarlet's voice said through the hive as Elusive looked up from what she was working on. "We're falling back to Hive territory."

"What happened?" Elusive asked.

"The warrior that Princess Prism Flash's Hive encountered was there," Scarlet answered. "She let us go instead of finishing us off, what are your orders now?"

Elusive sighed a little as she removed her glasses and rubbed her temples. The Changeling Princess still found it hard to lose some of here pony mannerisms, something she knew the others shared from time to time.

She sighed a little as she returned her attention back to Scarlet. "Remain concealed for the moment darling. I'll send what help I can. Is there anything else I should know?"

"No my Princess," the Drone answered. "We'll wait as close to the town as we can. I hope that you're right about this."

"Me too," Elusive replied as Scarlet broke the connection after a moment. Elusive sighed as she headed to the balcony that overlooked Manehattan from her Hive Palace.

The once shining city had become gnarled and twisted by the Changelings. Tall spires dominated the skyline. The white and purple Changeling Princess had done what she could to make this place better, but there was only so much she could do.

"There is so much that could be done to make this place beautiful," she said as she looked out at the towers. "But whatever shall we do?"

"Hello Elusive," Dusk's voice said from behind her and she nearly jumped from fright. "I see you're still talking to yourself."

"Oh hello there Dusk," Elusive smiled at her old friend. "What brings you here? Any problems in Canterlot?"

"No, nothing like that," Dusk said with a shake of her head. "Queen Chrysalis is still breathing over my shoulder after what happened with Prism though. So, I think this is the chance we needed to prove the project's value to her."

"Oh, and how's that?" Elusive asked.

"Strange... strange thoughts... what does she bring?" The voice of the Hive said in both of the Princess' minds.

"While the Scarab was already done, we were close to finishing another part of the project, and I've heard from your drones that you've run into some problems," Dusk said as she levitated a box up. It was ornately designed and carved out of wood as she set it on the balcony in front of Elusive. "This is your chance to prove to her Majesty that things are well in hoof. Or would you rather her find out that you lost a Drone?"

"No, I'd rather not," Elusive said as she placed her hoof on the box for a moment. "This is another piece of gear similar to the one you gave Prism then? How does it work?"

"Well, unless we want a repeat of what happened before, I believe you should bond with it first," Dusk said as she opened it up. A mechanical insect buzzed its wings as it flew up and landed on Elusive's hoof. "Speak to it through the Hive, and it will return the favor."

"Uh okay," Elusive said as she looked at it for a moment. She closed her eyes and touched the strange insect with her mind, and felt the familiar warmth of the Hive as they connected to one another. "Hello?"

"Ah... I see you must be Elusive then," a feminine voice said happily. "You have such a lovely mind. What can I do for you? What is your greatest wish?"

"I..." Elusive said and paused a moment. "I want to create, I want to be able to make beautiful things and give them to the world. That's my greatest wish right now, the Hive could do so much more with what we have."

"Then your wishes shall be granted," the insect said as it started to glow with magical energy.

00000

Sea Spray sighed a little as she leaned against a chair in the common room of the Farmhouse. Limeade had sent the other ponies out and they were all sitting there in silence for a long moment. She rested her hoof on her head gently, the fight with the Changelings had left her with a splitting headache.

“Are you feeling okay, Sea?” Jasper asked as she placed her hoof gently on her friend’s shoulder. “You don’t look too good.”

“Yeah, the fight just took a lot out of me,” Sea replied softly as she shook her head a little. “I don’t know what really happened. It’s just been, crazy really.”

“Are you sure that you should’ve let them go?” Limeade asked. “They’re probably going to come back you know. And they’re going to bring friends.”

“I know,” Sea replied. “I just couldn’t do it again. I’ll stay here to protect the town for the time being at least. I just have no idea what I’m going to do right now. Is there anything else we can do at this point?”

“Is your allies in the Hives still an option?” Lime asked. “I mean, right now we don’t have a lot of other options. I don’t want to put the town at risk.”

“We’ll figure something out, don’t worry,” Limeade said as he put his hoof gently on his daughter’s shoulder. “You’re not going to have to go if you don’t want to. Maybe we should tell more ponies.”

“I don’t know, right now that isn’t the best…” Sea started to say when there was a sudden knock on the door. “I thought you closed the Farmhouse to official business.”

“I did,” Limeade said as he looked confused for a moment. “Stay here, I’ll go see what it’s about.”

“I’ll go with you,” Jasper said as she got up and joined the mayor as they walked to the door together and opened it up.

Standing there was a white colored Unicorn stallion with a grey mane. He stood there for a moment before he glanced back to the town and looked back at them.

“Uh, can we help you?” Limeade asked.

“I’m here to talk to Lime,” the stallion quietly said. “My name is Vex, I was sent to help with the situation. Can I come in?”

“Prove you’re with the resistance,” Jasper said as she narrowed her eyes a little at the stallion. “What’s my half-brother’s name?”

“You don’t have a half-brother, you’re an only child because your parents vanished when you were a filly,” Vex said with a sigh. “You were raised by your grandmothers who run the Orphanage in Ponyville.”

“Anypony can find that out, it doesn’t prove anything,” Jasper pointed out.

“Your great-grandparents were Snap Shutter and Mane Allgood,” Vex sighed. “They were out of Equestria when the Changeling Takeover happened because they were traveling adventurers. Your grandmother Scootaloo was raised by her aunts Holiday and Lofty. How much of that is known outside the Resistance?”

“Okay, I think he’s telling the truth,” Jasper finally said. “Come on inside quickly, we don’t know if there are any other Changelings around here.”

Vex nodded as he walked inside with the two of them. When Scarab noticed him he paused a moment. “Well, I wasn’t expecting a Changeling to show up.”

“Another Changeling?” Sea Spray said, suddenly on edge. Vex sighed a little as his body shifted into a Changeling with a violet carapace and eyes and mane. “What the… what are…”

“Calm down, I’m here from the Resistance,” Vex said as he eyed Scarab. “Your friend can confirm it.”

"Yes, he's part of some organization within the Hives, curious I wasn't expecting that," Scarab said with a shrug. "But what I don't understand is why you came here."

"It is difficult to explain," Vex answered. He looked over at Lime for a moment and then back at the others. "We have a means by which she can be preserved within the Hive. But she is still going to have to go back to Elusive's lands. In time, she can return to..."

"You're crazy if you think we're going to let her do that," Jasper interrupted. "This is her home, she shouldn't have to leave it!"

"Jasper, calm down," Lime said. "I don't want to be a threat to this town. If he thinks that it is the best option and it gives me a way to come back someday, I will at least hear him out."

"Fine," Jasper sighed. "But I don't like it."

"Me neither," Lime said sadly. "But it may be the only option we have right now. What would have to be done?"

"I would need to connect you to what we call the Shadow Hive," Vex answered. "Essentially its a Hive within a Hive. You will still be connected to Elusive's Hive of course, but you can remove yourself and enter the Shadow Hive without drawing suspicion. I can form the connection now, but it will take time for you to acclimate to it fully and be able to return home from time to time. Mayor Limeade, I know this is a lot to ask of your family, but it may be your only option."

Limeade looked between the Changeling and his daughter for a moment with pain in his eyes. He finally sighed and nodded a little as a tear fell down his face. "Alright, if Lime agrees to it, I'll let her go. If nothing else, at least I know she's still out there somewhere and might be able to come back."

"I'll be back, I promise," Lime said as she turned back and looked at Vex. Her body changed into her Changeling form as she gave him a nod. "Jasper, I'm sorry, but this is the only way. I promise I won't ever forget you. I'll be back, I know it."

"I know," Jasper said with a sad smile as Sea Spray put her foreleg gently around her friend.

"Alright, this is going to take some time," Vex said as he positioned himself in front of Lime. "And once it starts, it must be finished or it could have negative mental effects. This is your last chance to back out."

Lime looked at her father and then at Jasper and Sea Spray. Each of them gave her a nod in turn. "Do it."

And with that, she opened herself up to Vex and heard his mind in her own as she felt a warmth inside her. "You have nothing to fear, the Hive is strong, but we are stronger," the voice said as she started to open herself to the Shadow Hive. Instead of the many voices, there was only one here. "Embrace the self, embrace the Shadow Hive. The one is stronger than the many."

Sea Spray leaned against the wall for a moment as she watched the two of them. She glanced at Scarab for a moment who was sitting there bored. "You don't seem that impressed."

"Tch, the Hive is stronger than anything like this, I'm sure it's only a matter of time," he said. "But hey, false hope is better than no hope at all."

"You're a real piece of work, you know that right?" Sea Spray asked with a roll of her eyes.

"Yeah, well I'm still not sold on all of this," Scarab said. "Tch, you all know that..."

He suddenly paused as he felt something drawing closer. "Brother..." a female voice echoed in his mind.

"Sea, I think we're about to have company," he said simply.

"What?" Sea Spray asked as her eyes went wide. "What kind of company?"

"The bad kind," Scarab replied. "I think I just felt another Shifter coming into town, and she reached out to me. They're coming for her, and they sent a Warrior."

"Great," Sea Spray said with a sigh. "So, what should I do?"

“Go hold her off as long as you can, give Vex time to finish whatever he's doing," Scarab answered as he turned into his insect form and landed on her head. "Let's go."

"Right," Sea Spray said as she pushed the door open. "Let's do this."

00000

As Sea Spray headed out of the Farmhouse with Scarab she took a deep breath as she looked around. The town had gone quiet as the ponies had apparently gone inside. She could see a few ponies looking out windows with scared looks on their faces.

"They're frightened," Scarab commented. "They should be. If there's a Princess coming, who knows what's about to happen..."

"Yeah," Sea Spray replied with a shake of her head. "I don't like this. Do you have any idea of who we're dealing with here?"

"No, I'm sorry," Scarab admitted. "Though given everything that's going on I suspect it's likely Elusive. Worst case scenario you're dealing with Crab Apple. But given that it was her Hive that was going after Lime. I'd be careful though, she's a crafty one."

"Great," Sea Spray said as she reached the center of town. "I feel like there should be some music playing out of one of those old movies or something."

"Well, a shame I didn't bring a music player then," a voice said from ahead of them. A pony was walking forward as she came into view, she was white with a purple mane and was escorted by Scarlet and the other Changelings. "Well, so you're the pony that's been bothering my Drones. I must say, at least you have some sense of style."

"And you must be Princess Elusive, I see you're not exactly subtle," Sea Spray commented as she looked the Unicorn up and down for a moment. "Do you normally walk around in your old form?"

"Dear, this was merely a formality," Elusive said with a smile. "You know that we don't have to come to blows, right? No point in fighting with hooficuffs like some brutes. Just let Lime come with us and we'll leave you alone without having to come to blows."

Sea Spray glanced back towards the Farmhouse for a moment. She was half tempted to do just that, but she had no guarantee that Lime was ready. She turned her head back towards the disguised Changeling Princess and shook her head.

"No, she's not leaving," she said. "I told your Drones that if you came here, I'd fight to keep her safe. So how about we do this already?"

"Oh very well, you don't have to be so dramatic about it," Elusive said as she changed her form. Standing before Sea Spray and towering over her was a Changeling Princess with a white body and a purple mane. She was the same size as Prism, but she gave off an odd aura that was hard to place. "You may have been able to best Prism, but only because you caught her off guard. And we will be fighting on equal terms."

She raised her hoof as she levitated a Change Driver up and spun it around her waist as she raised up on her hind legs. A mechanical dragonfly flew in and alighted on her hoof as she gave Sea Spray a fanged smile. It was primarily white with red markings that crossed it and long gossamer wings that had the same red markings over it.

"Last chance," she said simply.

"No chance in Tartarus," Sea Spray said as she raised onto her hind legs too and swung the belt around her. "Scarab, let's take her down."

"Tch, if you insist," the mechanical beetle said as he took off and landed on her hoof.

"Henshin!" The two mares said in unison as they slid their Shifters into the Drivers.

“WHAT IS BORN IN THE DARK MUST COME TO THE LIGHT!”

"THE HIVE STANDS UNITED!"

As the familiar armor formed over Sea Spray, she looked at Elusive expectantly. The transformation overcame the Princess quickly as her Shifter split up and the armor formed over her. Her armor was white with red markings crossing it. Her helmet was almost completely white with a line of red moving along it and two large red bug eyes. Finally, her back opened up as large gossamer wings resembling that of a Dragonfly emerged from it. A curved sword appeared in her hoof as she spun it around testingly.

"Ah, yes, this will do nicely," Elusive giggled as she pointed a hoof at Sea Spray. "You're brave challenging me, but very foolish at the same time. Luckily for you, I have no need for ponies such as yourself. Unfortunately, that means I will just have to deal with you here and now."

"We'll see about that," Sea Spray said as she put her tonfas together.

"CHANGE: SCARAB TONFA RIFLE!" Her Driver said as the tonfas changed into a rifle that she leveled at Elusive and fired several shots at her.

Only to be shocked when Elusive's hoof started glowing red and energy flowed out of it. A circular shield appeared in front of her as it absorbed the energy bullets from the rifle. She smirked a little from behind her mask as Sea Spray lowered the rifle in surprise.

"Surprised, huh?" Elusive asked with a laugh as she raised her still glowing hoof. The shield vanished and suddenly a large fist made of the same red energy as the shield came flying forward and hit Sea Spray hard in the chest.

That had hurt, it felt like a real punch being thrown and hitting her in the chest as she got to her hooves. She glared at Elusive as she raised her rifle again and fired back at her, only to have the Princess roll out of the way.

"You may have been the first but I've still got the skills," Elusive said as she laughed. "Kamen Rider, that's what you call yourself right? Well, a shame that you're not the only one with the power of a Kamen Rider."

"Okay, this isn't good, how is she able to use a power like that?" Sea Spray Commented as she tried to fire again only to have it blocked by another shield. "Shouldn't she have something like what I do?"

"No, each Shifter gives their Rider different abilities based on their desires," Scarab replied. "You wanted to escape with your friends so I gave you super speed and strength. I can't tell you what Elusive wished, but it's certainly enough to give her very dangerous powers."

"Figures," Sea Spray said as she placed her hooves on the rifle and pulled it apart as it formed into the tonfas once more. "Alright Princess, I'm done playing around."

"Well, then I'll just have to bring my A-game too," Elusive giggled as she pointed her sword at Sea Spray. "You're going to have to try a lot harder than that. I'm not some soldier Drone you know, I am a full member of Changeling Royalty. You're going to have to do way more than just flail around and hope you hit me."

Sea Spray paused a moment as she held her tonfas in her hooves for a moment before she ran forward as fast as she could. She swung her tonfas around at Elusive, only to have one of them get caught by her Scimitar. She managed to swing her free hoof round and hit Elusive in the stomach, pushing her back a little.

"I'm not about to let you take her away," Sea Spray said. "Not without a fight."

"Such a shame, you would make such a fine Changeling," Elusive said as she shook her head and kicked at Sea as she pointed her sword at her. "Perhaps I'll take you back with me. That wouldn't be so bad, would it?"

"I'm not leaving this place," Sea Spray said as she kicked away the sword and got to her hooves. She ran forward at Elusive before she could recover and caught the Changeling Princess across the jaw with a punch. Another kick sent her flying back, but she recovered quickly and her hoof glowed brightly as a giant energy flyswatter appeared and slapped down on the opposing Rider.

"A bit ironic admittedly, but it gets the job done," Elusive giggled as she pulled the flyswatter back. "You really could've made this so simple you know. You're just making things harder for you, and she's better off with her own kind."

"You know what your worship?" Sea said as she struggled to right herself on her hind legs. Sarcasm was dripping from her voice as she said that last word. "You Changelings think you know what's best for all of us, don't you? But here's the truth of the matter, you don't know jack about us. You may have been a pony once, but everything you've done shows that you forgot what that was like."

She ran forward and raised her hoof to strike at Elusive who threw up another energy shield. However, Sea just grabbed the edge of it and pulled her in close.

"We make our own choices in life, we don't let the Hive dictate who we are or what we do," she said, her heart felt like it was beating a mile a minute. "That is our right as living beings. You're going to learn that eventually, but we're going to be fighting to keep ourselves safe and sane."

She slammed her knee hard into Elusive's stomach and pushed her back. "And we're not going to let the Hive beat us, I promise you that."

"ENOUGH!" Elusive said as she raised her hoof which glowed brightly as red energy flowed out of it and formed chains that trapped Sea Spray. "I've had enough of listening to you talk. Clearly, you are more than a mere annoyance, I am going to silence you once and for all!"

The horn part of her helmet started to glow green and Sea looked down and realized that the green cocoon was starting to form around her hooves. She gulped a little at that, had she gone too far? She struggled against the chains, but Elusive kept them tight as she stared the Rider down from behind her helmet's red eyes.

"Wait!" A voice said from behind Elusive and they both looked to see that Lime was standing there in her Changeling form.

"Ah yes, you're the Drone that I came here for," Elusive said in a much friendlier tone. She seemed to be calming down at least for the moment. "Well, I'll just finish up here and take you both back to Manehattan with me."

"No!" Lime said.

"What?" Elusive asked as she looked back at her. "What did you just say to me?"

"I said no! If you want me to go back you have to leave Sea alone," Lime said as she narrowed her eyes at the Princess. "Please, she's just trying to protect me. I'll go willingly as long as you leave her alone."

Elusive sighed dramatically as she looked back at Sea Spray and stopped the formation of the cocoon around her. She stood there for a moment as she held the Rider in her grip for a moment.

"Kamen Rider Scarab, is it?" She asked as she stared her down for a moment. She walked closer to Sea as the two Riders stared each other down. "You're lucky, this time."

She stepped back and waved her hoof as the chains vanished from around Sea and she fell forward. She then went back to Lime and placed her hoof gently on the Changeling's withers as she powered down.

"Come, we have so much to do," she said with a smile on her face. "Oh, you're going to love your new life."

Lime looked back at Sea for a moment and mouthed "It'll be okay" to the Unicorn as she powered down. She had to hope that Vex had finished what he was doing and everything really was going to be okay.

Or everything was about to come crashing down.

00000

“You’re sure that it worked?” Jasper asked Vex as Sea Spray placed an ice pack on her head to help with the headache. “I mean, we just let her go and she knows a lot of things so…”

“Don’t worry, she was surprisingly receptive to the Shadow Hive, it was easy to bring her into it,” Vex reassured her. “I already feel her connection to the rest of us. I’m sorry that it had to come to this, but we didn’t have a lot of options.”

“Yeah, but it doesn’t make it any easier,” Sea sighed as she looked at Limeade. “Are you going to be okay?”

“I honestly don’t know,” the old stallion admitted as he leaned back a little. “But at the same time, I know you did everything you could do to help and that she’s not really gone, but I still feel like I’ve lost her.”

“I promise, she’s going to be fine,” Vex said as he turned back into his pony form. He looked at the others sadly for a moment. “I wish this could have gone better. The truth is that this was the best option we had. And I promise, she will be back someday.”

“Yeah, I know,” Limeade said as he got up and offered Vex a hoof. “Thank you Vex. You gave my daughter the best chance she could’ve gotten. It means a lot to me, and I’m glad there are some Changelings that aren’t so bad.”

“Your daughter will be back, we’ll make sure of it,” Vex said as he turned. “I should get back to Canterlot. I’m glad I could help you out.”

Limeade nodded a little as he walked out of the Farmhouse before he turned back to Sea Spray and Jasper. “Thank you, both of you. You came to save my daughter, and I guess in a way you succeeded. Thank you.”

“Yeah, some job we did of saving her,” Jasper sighed. “But you’re welcome.”

“So, that is your new name then?” Limeade asked as he turned to Sea Spray. “Kamen Rider Scarab?”

“Are we really going with that just because she called me that?” Sea groaned.

“I don’t know, I think it fits,”Scarab commented. “I mean, it’s as good a name as any.”

“Yeah, but it’s a bit on the nose,” Sea sighed. “Oh fine, Kamen Rider Scarab it is. But then we’re going to give you an actual name so there’s no confusion.”

“We’ll cross that bridge when we get to it,” Scarab chuckled. “So, when are we going back to Ponyville?”

“I’d let Sea recover first,” Jasper said. “So, tomorrow maybe?”

“Yeah, sounds good to me,” Sea agreed. “I don’t feel like traveling tonight anyway.”

“Come, join me for dinner at least,” Limeade offered as the two of them headed for the dining room.

Scarab watched them go for a moment, as he didn’t need food he was consumed with his thoughts. There was something about what had happened with Sea that had surprised him. He hadn’t expected her to attack with that much ferocity, it was as if something about her was changing.

Perhaps there was something to be concerned about after all. But then again, this was a unique chance to observe her. These changes were concerning to him sure, but perhaps this was normal.

He shrugged and returned to his insect form and waited for them to return.

00000

Back in the lab in the Resistance base, Tinker had gotten back to work on the Guardian Driver. Ever since she had found out about what was happening to Sea Spray, she had felt like it was necessary to get this done even more.

As she worked on connecting the conduits of the magitek system, she testingly applied some of her own magic to it. The Driver was made to work on pony magic similar to how the Change Driver worked on Changeling magic.

Finally, sparks of magical energy flew between the connecting wires as she finished. A gold and white stone started to shine with an unnatural energy through the wires and she smiled.

It was done.