Twi-ling

Twilight woke up, and immediately reprimanded herself for falling asleep. She was supposed to keep her friends safe, not fall asleep for them! She blinked away the bleariness in her eyes the best she could, and saw that Applejack was already up, slumped against the wall, but definitely awake.

"Girls, wake up," she called, weaving in and out of the ponies, making her way to the grieving pony. "You all right, AJ?"

"Mhm..."

Twilight managed a slight smile, at least glad Applejack was improving. Honestly, it was the best she could hope for at the moment. But they still hadn't come up with a plan!

"Alright, guys. Let's get down to business," Twilight announced after they all were in a seated circle. Not as nice as the circle in the Cutie Room, but what could she expect in a falling apart, old, abandoned castle? "We gotta come up with a plan."

"What plan is there to be made, Twi?" Rainbow asked sullenly. "There's nothing we can do. Magic doesn't work, princesses are gone, so is Rarity, don't have elements... There's really nothing we can do but wait this out. It's the smart thing to do. Since we don't have anything." She began pacing on the blue-ish stone bricks. "Maybe we should just... I don't know. We can't really attack them with physical strength. Again, no magic or elements... And our smarts probably wouldn't work because we're still out-numbered by a whole damn lot."

"Well fuck," Applejack said, her only contribution to the conversation. "Now we can go join Rarity. Yippee."

Fluttershy and Pinkie collectively sighed together. As they sighed, a slight buzzing sound could be heard over them. A quiet buzzing noise. But... Why was it growing louder? Twilight turned at the last moment to come face to face with a changeling. Lots of them.

Within seconds, they were all pinned down, taken by surprise. Twilight managed to wriggle out of the changeling's grip before flipping over him and kicking him in the ass. She quickly leapt to the next changeling in an instant, dealing with each creature in a different way. Soon, Twilight wasn't the only one kicking ass. But that was until more changelings arrived.

Twilight glanced over at Rainbow to see how she was holding up. She watched as Rainbow jabbed and punched and upper-cutted. Kinda sexy. She refocused on her own demons. Kicking and flipping and leaping usually did the trick.

Pinkie was busy defending Fluttershy and herself, as Fluttershy was... Shy. And caring. And she couldn't bring herself to harm the creatures trying to kill her. At least Applejack was holding up well.

Not too much fighting went by before they took out the whole squad which seemed to be the last of the ones nearby. There were about twenty of them, and they all lay on the ground, twitching or unmoving.

"I guess physical strength does work," Rainbow Dash said in the silence that followed. She scratched her head awkwardly. "Well, we should keep moving. Maybe to the Crystal Empire? Because they probably suspect we're going to Canterlot to look for Princess Celestia and Luna or something."

"That's a good idea, Dashie," Fluttershy said quietly, blushing. The yellow pegasus seemed to have developed a slight crush on the blue one.

"Let's go then," Pinkie exclaimed with a look at Twilight.

The five ponies traveled on in silence, having nothing to say as they were still grieving for their long lost friend. Twilight swallowed her cry. She missed Rarity so much. She was always there for her, and Twilight knew she could always count on the other and vice versa.

This time there was no warning, no buzzing. A shriek louder than the fallen unicorn's sounded. Twilight whipped her head around to see Fluttershy grabbed by her wings. "No!" She yelled, springing into action. A split second too late.

The changeling holding her grinned as two more appeared and... Twilight screamed with Fluttershy even louder than last time as the pegasus turned earth pony as her wings were ripped away from her, leaving two small yellow stubs, quickly turning red with gushing blood.

"Fuck you!" Rainbow screeched, flying at the changelings.

"Fluttershy!" Pinkie Pie called with a strangled cry stuck in her throat. "Fluttershy... No... Not another friend... You can't die... We already lost Rarity!"

"A-Am I g-g-gonna be okay?" Fluttershy whispered, her voice croaking.

All ponies except for Applejack turned to Twilight. She sighed in pure defeat. "Y-you'll b-be..."

The friends stood there in the clearing in the forest in quiet as they looked at each other, finishing the sentence in their heads. Dead. It was in the silence that Fluttershy breathed her last breath. Too much blood lost. Another life gone.

Applejack seemed to be the only pony not crying or grieving for the fresh death of the yellow pegasus. The farm pony just ignored the situation, as if nothing had even happened.

"We can't just leave her here," Pinkie said softly. "We have to bury her."

The three of them found a patch of dirt and began digging a hole in the ground, right next to where the elements were found. They finished in silence and all shared a saddened glance before carefully lowering Fluttershy down into the hole. They covered up the hole with dirt until they couldn't see her.

The only thing remaining from the battle was blood and sadness.