Nightmare's Dream

by J_Brett

Rating: teen
Tags: Princess Luna, Queen Chrysalis, Adventure, Gore, Princess Celestia, My Little Pony: Friendship is Magic, Dark, Main 6, Nightmare Moon
Length: 13213

Queen Chrysalis discovers a way to draw out Nightmare Moon and take on Equestria.

When Queen Chrysalis discovers a way to separate Nightmare Moon's soul from Princess Luna, the evil pair team up with Discord to take on Equestria, plunging the peaceful world into darkness. Both Luna and Celestia start armies, one to guard the night and one to take on the day. But the two princess have very different ways of leading armies, and the Elements of Harmony must choose where their loyalty lies. Will they pick the Solar Empire or the Lunar Republic? And how will that affect the outcome of the Great War?

Published 2012-10-10 12:20:01 UTC
Last updated 2012-10-23 15:06:25 UTC

Chapter 1: Plans Coming Together

Queen Chrysalis looked up at the moon, a sliver away from being full, then back to the empty cliff face in front of her. He was late. Very late. Not that she expected much from somepony like him. The flies had caught wind of her, the glamour spell hiding her scent fading. They buzzed around her ears and jagged horn. She kicked her back leg, sending one flying through a hole in her hoof.

Where in Tartarus was-

Lightning cracked behind her. She spun, sucking in air, calling her magic to fend off the threat.

Discord stood before her, posed, right paw in the air, left talon-clad claw on his hip. She snorted out her breath and shook her head, her magic settling inside her. She stared at him for a second, expecting him to break his pose.

“You're late,” she said, standing tall, staying composed.

Discord raised a bushy eyebrow, beady eyes sweeping over her body. “And you look worse for wear, my dear.”

“Is that how this is going to start?” Chrysalis widened her stance. “With tardiness and petty insults? I am disappointed, Discord.”

“No need, little Changling, I-”

“Queen,” Chrysalis snapped her fangs at him. “I am more than my subjects, you ignorant mutt of a creature.”

Discord burst into a fit of deep giggles and slithered within inches of her face. “Relax, my Queen. I mean no disrespect.”

His salmon coloured dragon tail traced up her neck and brushed her cheek. She shivered involuntarily, lip curling. Had she really stooped this low? That she'd called upon this foul creature to aid her?

Discord chuckled and drew back, hoof and claw clomping and ticking with each step. He motioned over the cliff, glaring at the tiny lighted town in the far east, talons curling into a ball.

“You've picked an interesting place to meet, Queen,” he said. “So close to the town that sent both of us scurrying away like little fillies frightened of our own shadows.”

“That is in the past,” Chrysalis dared a few steps toward him, capturing his attention before distraction drove him from the cliff. “I didn't go to Tartarus and back to pull you from that spell for nothing. You and I both want the same thing-”

“Ah ah,” Discord waved his paw at her. “You mean to rule a country, have creatures bow for you, worship you. Now, worship would be nice, but ruling and order and structure have no appeal to me. To see ponies running the streets, neighbors turning on neighbors, and the status quo fall and break, that is where my desire lies, Queen Chrysalis.”

Her nostrils flared. She was losing control of this meeting, straying from her reasons and purpose. And, as much as she would hate to admit it, standing so close to Canterlot tugged on her nerves. To go back there alone or even with her army would be foolish, but the love and kindness she needed to survive and feed her subjects called to her. It itched her coat, tingled her mane, and made her salivate with need. She stepped up to the cliff edge beside Discord and glared down at Canterlot.

“You will get your chaos, Discord,” she said, voice rough with the anger growing inside her. “You will get your little ponies running in the streets and calling for help. You will get your complete disarray. But first we need order and plans. And we need more power.”

“Other than minions and petty creatures, who else is out there?” Discord stared down at her, his single fang glinting in the moonlight. Chrysalis smiled, stretching out her thin wings and raising her eyebrows to the glowing sphere above them.

“What say you if I told you I found a way to bring out Nightmare Moon. Separate her soul from our precious Princess Luna and bring her to life to aid us.”

Discord turned to her, a grin spreading across his long wrinkled face. “I say let the games begin.”

~ * ~ *

~ * ~

“More balloons!” Pinkie Pie bounced circles around Applejack, humming some made-up song. “More streamers, more...everything!”

Applejack sighed and looked around her barn, cringing on the inside. The cows would be mad for weeks if they didn't get this cleared out by the rainfall tomorrow afternoon. They were already ornery for some strange reason. The whole Apple Family was off today. Big Mac was fidgety and Apple Bloom slept in, forgetting to help Applejack with her morning chores. Granny Smith's theory was the full moon tonight. Applejack had rolled her eyes, chalking everypony's behavior up to sheer coincidence. But watching Pinkie Pie flounce around the barn, she started to doubt herself.

“Tell me again why we're havin' this party?” she asked.

Pinkie stopped mid-bounce and grinned. “It's the third Thursday of the month, Silly Willy Filly! Why wouldn't we have a party?”

“Because it's the third Thursday of the month...”Applejack sighed again and trotted over to the second package of balloons, ripping them open and tossing a mouthful to Pinkie.

As she took a breath, pink balloon in her mouth, the barn doors opened and Twilight Sparkle walked in, her face falling as she took in the sight of the barn.

“Hey Twi,” Applejack spat out the balloon, glad for the distraction. “How's it-”

“Twilight!” Pinkie sped past Applejack, sending her spinning into the decorations table. Pushing a pile of streamers from her face, Applejack clamored up and shook confetti from her mane.

“What do you think of the decorations?” Pinkie asked. “Aren't they super wonderfully fantastic? This party's going to rock!”

Twilight met Applejack's eyes. Applejack immediately looked away, knowing exactly what Twilight was thinking. The balloons drifting everywhere were every shade under the rainbow, no matching theme, no order. The confetti sat in piles, stacked on different hay bales, and streamers stuck to walls with tape.

Not one of Pinkie's best.

“It looks...great, Pinkie.” A small smile spread across Twilight's face. “I'm excited.”

“Yay!” Pinkie spun to Applejack and burst into laughter. “Applejack! You're not a party cannon, you can't fit confetti in you!”

“What?”

Pinkie burst into a fit of high pitched giggles and kept bouncing around, blowing up balloons at random. Twilight moved beside Applejack, horn glowing, picking out the confetti in Applejack's mane.

“What's up with Pinkie?” She whispered, setting the confetti in a pile.

“I have no idea,” Applejack said. “She's more...Pinkie than normal.”

They watched as Pinkie scampered around the barn, sticking up half inflated balloons, and wrinkled streamers.

“Well, if her only problem is planning random parties,” Twilight said. “Then we should all be fine. I'm feeling kind of weird too, now that I think about it.”

Pinkie galloped passed them, diving at a falling balloon, leaving a wake of napkins behind her. She caught the balloon and cradled it in her hooves. “You almost died little fella! But Super Pinkie saved you!”

Applejack nodded at Pinkie. “As weird as that?” She asked Twilight.

“Not quite,” she said. “But earlier I was re-organizing my library and halfway through I forgot the alphabet.”

Applejack glanced sideways, ears flat to her head. “Yeah, that's a real problem.”

Twilight nodded and started to the barn door. “I'd better let you two finish up. I just have to drop off a book for Apple Bloom. I'll see you-”

“Wait!” Pinkie shrieked and burst to Twilight, knocking the pony off her hooves. Twilight soared through the air, conjuring magic and pulling a pile of hay beneath her before she hit the ground. Applejack gasped and rushed forward.

“Pinkie,” she snapped. “What the hay are you doing?”

Applejack helped Twilight up and they watched as Pinkie scooped up a piece of blue confetti, stroking it gently.

“Clumsy Twilight almost squished this perfect confetti piece!” Pinkie rubbed the piece against her cheek and stuck it her hair. She skipped over to the corner of the barn. “It's perfect for first confetti out of the cannon.”

She plucked the piece from her hair and shoved it in a large cannon perched on half a dozen hay bales.

Applejack rubbed her eyes and stomped her hoof. “Where did that come from? It wasn't there a minute ago.”

Pinkie patted the cannon. “You betcha it was! It was just hiding on you. It does that sometimes.”

Twilight pushed open the door. “I'm going to go. I'll see you two tonight.”

“Bye, Twilight,” Applejack shut the door behind her and took a minute to breath, preparing herself for another couple hours with even-kookier Pinkie.

She turned and a loud boom shook the barn. A gust of air swooshed over her, hat popping off, confetti and streamers pelting her body, catching in her mane and coat. An apple smacked her shoulder, bursting into pieces. Another one hit her forehead, rolling down her face and off her nose, juice soaking her fur.

“Whoops!” Pinkie appeared in front of her. “I guess loading it with some apples was a bad idea. I will not be doing that for the party.”

Applejack spat out a streamer. It caught on her juice soaked chin and hung off her face.

“I have a bad feeling about this party,” she said, and shook herself.

~ * ~ * ~ *

~

Princess Luna closed her eyes calling to the ancient magic deep within her. It stirred to life and spread through her like lightning, climbing across her body and up her neck. Gathering at the base of her horn, she tensed, felt her eyes glaze over. The ground beneath her vibrated and she smiled.

The moon awakened.

Inside her large, oxygenated dome she'd created eons ago, Luna gave the air in front of her a nudge. The moon groaned and rose. Bowing her head, Luna urged her magic forward, sending the moon higher and higher into the sky. As they ascended, Luna counted in her head, bracing for the four minutes a night she hated.

Three, two one...

Pain washed over her body, every scar heating as if on fire. Scars from long ago, from defending the moon and its place in the sky. Years of small battles and a few wars left her body dotted in tiny silver lines. And for four minutes a night, the moon reminded her of every fight.

Teeth clenched, Luna held out, kept the moon rising.

Only two minutes.

Flashes of memories appeared. Battles against a myriad of creatures from the depths of Tartarus to the clashes with her sister.

One more minute.

This was the worst minute. The last minute. Inside Luna, kept at bay by magic, Nightmare Moon waited for any weak moment to take control and rampage. The last minute of raising a full moon, Nightmare reared her terrible head.

Luna tensed, tightened every muscle. Nightmare Moon roared inside her. Let me out. Let's have some fun with those precious little ponies.

Not tonight.

Luna lifted her head as the moon secured itself in the sky. With the moon firmly in place, Luna snorted and turned her magic on Nightmare Moon. Exhausted, sweat gleaming on her coat, legs quivering, Luna bucked. Inside her, Nightmare shrunk a little. No, please. One night. One glorious night for me to shine.

Luna coiled, legs stiff, ready to buck again. A blast knocked her off her hooves and she skidded across the moon's rough surface. Her magic broke and Nightmare whinnied inside her. Gasping, Luna leaped up and spun to her attacker.

A tall gnarled pony stood before her. Black coat chipped and cut, bits of skin and bone cut away creating holes through her limbs. Her mane and tail hung limp, and the thin skin on her wings were ripped. The twisted horn on her head glowed green, the glow spreading over her entire body.

Legs still shaking, and head pounding from the blast, Luna flared her nostrils, flicking her ears forward.

“State your name and your purpose,” she commanded.

The other pony laughed. “I am Queen Chrysalis, and I'm here to take Nightmare Moon off your hooves.”

Chapter 2: Releasing the Nightmare

Luna lifted her head, ears flicking back, nostrils flaring, as she stared at Queen Chrysalis. Inside her, Nightmare Moon stomped and bucked, desperate to escape. Somepony has spoken my name. Free me. Let me go.

Luna snorted, keeping the mare inside her trapped, using every ounce of magic she had left.

“Nightmare Moon is secure inside me,” she said. “There is no way of releasing her. You would waste your time. So leave, before I have to force you off my moon.”

“Liar.” The deep male voice spoke behind Luna. She spun and gasped.

“Discord,” she hissed his name and braced herself, bunching her shoulders, trying to cover her shock. He shouldn't be alive. He should be a cement statue in Canterlot, ever imprisoned by magic. There was no way he was here, on her moon, as healthy as a horse, and looking way too pleased about the situation.

“I know, I know, little Princess,” he said, sauntering toward her. “How? Why? Many questions in that funny pony brain. Did you really think the Elements of Harmony would trap me forever? That there was no power greater? You ponies are so naive.”

Luna shook her head, trying to rid her growing headache. “Leave, Discord. And take that ugly thing with you.”

She nodded at Chrysalis. The black pony rolled her eyes and trotted beside Discord, looking down her nose at Luna.

“Since you asked so nicely, of course we'll leave,” Chrysalis smiled sweetly, then burst into laughter.

Nightmare Moon thrashed inside Luna, sensing the Princess's weakness, the distraction taking away from her prison walls. Luna clenched her teeth, kept the magic swirling around Nightmare. She needed to keep her at bay for just a few moments longer and Nightmare would sink back into the depths of Luna, until the next full moon.

“What my dear Queen is trying to say,” Discord flicked his dragon tail back and forth. “Is that we will leave, but not without Nightmare Moon. If you give her up willingly, then we will leave in peace.”

“We are one in the same, Discord,” Luna breathed, thick beads of sweat rolling down her neck. “You want her, you get me.”

Chrysalis grinned, showing pointed fangs. “Wrong.”

Lightning cracked around them and suddenly Discord stood behind Luna, paw and talon around her body, holding her wings in place. Luna reared then bucked trying to shake her old foe off her. Catching Discord by surprise, he gave a cry and stumbled back.

Luna whipped around and lunged. Discord rolled away as her horn grazed his side. She pivoted and leaped, aiming for his chest. His tail swiped the air, smacking her side and sending her tumbling toward Chrysalis.

The Changling lowered her head aiming her horn at Luna. Luna scrambled, kicking her hooves, slowing herself, but to no avail. Chrysalis' horn pierced her shoulder, sent liquid pain through her body. Luna gasped and kicked again, pulling herself away from Chrysalis. She stood, legs visibly shaking, sweat soaking every inch of her coat. She held her left leg up from the ground, warm blood seeping from the hole, trickling down and dripping onto the moon's surface.

“We can still do this the easy way, Your Highness,” Chrysalis sneered. “Hold still, it will only take a minute.”

A growl started in Luna's throat and she glared at the Changling. “Rot in Tartarus you disgusting, mangy bitch.”

Chryslis' ears flicked back. “If that's the way you want it...”

She nodded at Discord. He roared and ran toward Luna. Wincing, she dodged him, stumbling on her hurt leg. If only she could use her magic, damn it. But it was keeping Nightmare Moon inside her.

Discord stretched out his mismatched wings and soared through the air. Luna braced and met him, their bodies slamming into one another. The breath knocked out of her, they ended up in a heap. She kicked and caught his stomach, then kicked again and again, hooves hitting every time. Discord scampered up and swiped with his lion paw. Luna reared trying to knock his paw away, but his claws caught her chest, tearing three strips into her skin.

She screamed as her flesh ripped away, soaking her chest in thick, sticky blood. She retreated a few steps, breathing hard through the pain. Without her magic it was useless. They would kill her, or succeed in whatever they were attempting.

She risked some magic, lowered her inner defenses, and stopped her wounds from bleeding. They still gaped open, raw and burning, but she wouldn't lose any more blood. Nightmare sensed the weakened magic and surged forward, trying to escape. But Luna held her down.

Discord rubbed his stomach, golden fur flattened, a bruise no doubt forming on his skin. He disappeared in a crack of blue lightning. Luna concentrated, allowed even more magic through, sensing where Discord would appear.

Beside her.

To her left.

Right now.

She reared and dove as Discord crackled into form. Her horn stuck deep into his gut. She bounced off his pelvic bone and sunk her horn deeper into his body. His blood gushed down her horn, into her mane, soaking it in onyx liquid. The magic in his blood snapped and fizzed where it touched her body.

He let out a low moan and stumbled back, popping himself from her horn, paw and talons covering the growing circle of black near his stomach. His eyes lit up, iris' glowing crimson. He let out a great roar that shook the ground and lunged.

Luna jumped sideways but stumbled on her hurt leg, crashing to the ground. Discord landed on all fours above her, saliva dripping from his mouth. He snapped his powerful jaw down on her back leg, his long fang sinking into her flank. Masking the pain with a little more magic, Luna curled and clamped down on his ear, yanking toward her. Discord yelped and released her leg. Blood and saliva dribbled from his mouth over her body, thickening on her wings. His talons snapped to her neck, claws digging into her muscles. Her grip slipped from his ear as he pushed her head to the moon's surface.

Panic washed over her. She was done. Trapped beneath this monster. The only way out was to release Nightmare Moon, let the mare take over her body. At this thought Nightmare gave an excited whinny inside her.

Luna unfolded her blood dappled wings and flapped, her feathers hitting Discord's face. She kicked her back legs with all her strength, willing herself to move just a couple inches. Discord roared and snapped at her wings.

Pain froze Luna as her wing snapped in two, the bone cracking, the tip falling limp and useless. Breath gone, she couldn't move, couldn't keep fighting.

Discord laughed, a deep throaty chuckle and pushed her further into the ground. Talons working their way into her neck, and lion paw holding her flank. She craned her neck, watched him coil back, about to strike.

“Stop,” Chrysalis' voice barely registered in Luna's ears. The Changling's hooves appeared in front of her. “Easy Discord. We still need her.”

Chrysalis bent to meet Luna's eyes. Luna blinked, clearing her vision, trying to stop the moon from wobbling. Using the last bit of magic she could spare, Luna flicked her head and small beam of light shot from her horn. It slashed a deep line into Chrysalis' cheek. The Changling shrieked and recoiled, emerald blood seeping from the wound.

She shook her head and glared at Luna. Luna stared back. Exhausted, in pain, and covered in three different bloods, she was beat. They had her. She set her jaw. Time to release Nightmare Moon. She had no choice.

Chrysalis stepped to her once more and lowered her head, her horn touching Luna's. The Changling closed her eyes and chanted under her breath.

Luna paused. What was this mare doing? Casting a spell on her? Killing her with magic? It would be easier to just let Discord take a chunk out of her.

Chrysalis stopped chanting and opened her eyes. They were glazed over, a milky white film covered the entire socket. Luna laid there for a second, entranced by this Changling. Even Nightmare Moon settled a bit, intrigued as well.

Then everything went cold.

The feeling spread over Luna like ice water. Creeping through her veins, seeping into her muscles, freezing every organ. Then, like somepony had taken a pair of scissors, the thread between her and Nightmare moon severed. Luna coughed and gagged as Chrysalis' magic pulled Nightmare from her body. Pain like tiny razors started at her tail and followed Nightmare out. Sharp tingles covered her skin, itching, burning, cutting deep inside her. Her visioned blackened as she writhed in pain.

I'm free.

She heard one last thought from Nightmare Moon before plunging into what felt like a warm pool. Discord's weight lifted off her and she heard gasps and deep victorious laughter. Luna opened her eyes, squinting to rid the sudden headache.

“It worked, my Queen.” Discord laughed again. “It really worked.”

Luna lifted her head and panic replaced every other feeling in her body. Standing with a bloodied Discord, and a triumphant looking Chrysalis was Nightmare Moon. Silver hoof armor gleamed in the moonlight. The spiked chest plate matching, wrapping around her neck and protecting with large, thick silver scales. Her helmet covered most of her face, allowing her jaw and her glowing aqua slitted eyes free. Her horn shone black and sharp, a small silver line of armor twisting in amongst the smooth marble. She stretched her wings, flapping them slowly, feathers started at the base then moved into dragon scales, each tip housing a pointed onyx talon. Her tail draped down to the ground, white twinkles of stars swirled amongst the purple steel hair.

“Who is the one that freed me?” Nightmare's voice echoed through the empty air. Chrysalis stepped forward.

“I did,” she said. “You are allied with us. Should you waver, you will be sent back to the dark pit you loath so much.”

“I ally with whomever I wish, pathetic mortal,” Nightmare snapped.

Chrysalis stomped her hoof. “As I released you, I showed you a vision of my goal. You seemed pleased. Will you not help us achieve it?”

Nightmare paused, considering Chrysalis. “You should know my thoughts by now.”

Nightmare glanced down at Luna. “Good bye, Princess. The moon shall take good care of you as you die.”

She turned, horn glowing, black liquid magic spreading across her body. It shimmered onto Chrysalis, then jumped to Discord. He looked back at Luna and grinned.

“Sweet dreams, Princess,” he sneered. “Pray for your little ponies. Maybe somepony will hear you and come to your aid.”

The trio vanished, Nightmare taking them to Equestria no doubt. Luna lay in a crater, broken, bleeding, and empty. There was a hole inside here where Nightmare Moon used to live. A vacant space waiting to be filled. She coughed up bile and blood, spitting them onto the moon's grey surface. How could this happen? What could they be doing? She didn't know Nightmare could ever be detached from her, let alone made into her true form. She needed to get to Canterlot, warn her sister.

But how?

All her magic had been stolen away by Nightmare. She closed her eyes, tears welling up. She looked deep inside for any kind of magic. One tiny spark rested, a last reserve. Luna tugged at it, urged it into her horn, and thought of her sister's palace. The air around her sucked at her skin like a vacuum. She closed her eyes, heard the hollow sound of nothingness. Then she landed hard on a carpeted surface, gasps erupting around her. She didn't have a chance to open her eyes before she fainted, slipping into darkness.

Chapter 3: Beginning of the Divide

Chapter 3: Beginning of the Divide

Twilight Sparkle poofed out a breath, sending the balloon sailing back into the air. Loud music blared in her ears, and her drink was warm. Pinkie's party had gone on way too long. But the excitable pink pony hadn't notice. She bounced around, singing with the music, gobbling up stale cakes and cookies. She was on her fourth game of pin the tail on the pony, playing the game by herself. She'd won three out of four. The party started as the full moon rose and ran on well past midnight. And, judging by Pinkie's attitude, she expected it to keep going.

Twilight tipped her glass back into the punch bowl and magiked out a tiny piece of ice, popping it into her mouth, chewing as she sunk back into a hay bale. Rainbow Dash flapped slowly by her, half drunk on whatever Spike had mixed into the punch. The blue pony circled the barn and went for lap number eight.

Poor Applejack snuck around the barn taking down as many decorations as possible without alerting Pinkie Pie, bags under her eyes, stress lines crinkling her forehead. She'd lost her hat at some point during the party. Twilight searched the barn and spotted AJ's hat, upturned in front of Fluttershy. The shy pony had a few sips of punch and decided the barn mice needed a cozy nest to sleep in, and apparently AJ's hat fit the bill. But either there were no mice, or they'd gone to bed, so Fluttershy settled for AJ”s dog Winona, and Tank the tortoise.

Rarity had pulled a chair from thin air and half slept in the corner, Spike slumped in front of her, protecting her from some evil force that might burst through the door. Twilight sighed and stood, ready to shut this party down. She had to re-reorganize her library after deciding that sorting by subject was, in fact, the better idea.

“Pinkie Pie,” she said. Pinkie's eyes widened and she grabbed a paper tail, tossing it to Twilight.

“Are you going to play with me, Twiley?” She asked. “I'm on a winning streak, just to warn you!”

“I think it's time to call it quits, Pinkie,” she said. “This party was really fun, but everypony is tired.”

Pinkie blinked at her, then looked around the barn. Her smiled faded, then, like a light bulb going off, she rushed to the corner of the barn and pulled out a large cannon. A choking sound came from beside Twilight. Applejack's eyes bugged out of her head at the sight of the cannon, then they rolled back and she fainted.

“How about we save that for another party, Pinkie,” Twilight lowered the cannon, fearing that if the barn took any more party damage Applejack would go into cardiac arrest. “There will be other parties to plan, don't worry.”

For a second, Pinkie looked on the verge of tears, then she beamed and bounced in the air. “Okie dokie lokie!” She stroked the cannon. “Next time, my precious.”

Applejack woke up and let out a breath, looking at Twilight with gratitude. Twilight gave her a little nod and cleared her throat.

“Okay, everypony, time to go-”

The air around Twilight thickened and pulled at her skin, tugging it every which way. She closed her eyes, a sudden headache erupting. For a moment she felt weightless, and she kicked out, trying to find solid ground. Teleportation? She recognized the feeling, but who was teleporting her? And why so late, er, early in the morning? Her back leg touched a slippery marble floor and the grip on her body released. She landed in a heap, bones rattling, teeth jarring together.

Blinking away the after effects of teleportation, she stood in the throne room of the palace in Canterlot. Her friends had been teleported as well, confused looks on their faces. Rainbow Dash swiveled her neck, taking in her new surroundings, still flying slow circles. Applejack shook her body, rubbing her eyes, Pinkie beside her, a huge grin on her face. Fluttershy did a little dance, panicking, looking for her hat and animals. Rarity had magiked a brush and quickly stroked her mane, while beside her, Spike was down on one knee, bowing.

Twilight followed his gaze and dropped to her knees before Princess Celestia. The Princess paced in front of the throne, the large room void of her guards and advisers.

“Princess, what's the matter?” Twilight asked, raising from her bow and trotting to Celestia. “Where are all your guards?”

She'd never seen the throne room empty before, not even during the hardest times of Equestria history. There was always an armored stallion somewhere in the room. Twilight had no idea if no guards meant something good, or extremely bad.

As the others noticed Celestia, they bowed and joined Twilight, the teleportation sobering them up quickly. Celestia shook her head and paused in front of them.

“Oh, my little ponies, I'm sorry to disturb you all, but this is a very urgent matter,” Celestia said. Nervousness stirred in Twilight. She'd seen the Princess worry before, but this time Celestia seemed scared, which in turn meant everypony needed to worry.

“Princess Luna is in the palace,” Celestia said. “She is severely injured and brought terrible news. Queen Chrysalis of the Changlings has returned, and has awakened Discord.”

Gasps flew through the ponies and Rainbow Dash snorted, soaring to the window. “That's impossible, we turned him to stone. See, he's still there.” She tapped the glass.

Celestia shook her head. “That is just a stone statue now, Rainbow. Discord's soul is lost. According the my sister, he travels with Queen Chrysalis.”

“How the hay did Princess Luna find this out?” Applejack asked.

The door behind Celestia creaked open and Princess Luna entered. The ponies gasped again. Luna's leg was bandaged, a large gauze over her shoulder. A scabbed over tear sat just below her cutie mark, and scratches covered her body. Three especially nasty slashes plastered her chest, scabs half covering the still-raw wounds. Her wing was bandaged, taped to a splint.

Twilight wanted to rush to her, yet at the same time, wondered what in Equestria had done this to one of the most powerful ponies she knew.

Limping, but head held as high as it could go, Luna moved beside her sister. She made eye contact with each pony before addressing them.

“Sorry to interrupt, Celestia, but I am capable of telling my own story,” she said. “My sister is right, Chrysalis and Discord are together. I found this out because they came to my moon and stole Nightmare Moon from me.”

Confusion hit Twilight. Stole a personality? Surely Chrysalis and Discord couldn't do that. The other ponies looked just as confused. Rainbow Dash had joined the group and landed, head tilted at the Princesses.

“Chrysalis was able to use a spell,” Luna continued. “To manifest Nightmare Moon into her true self. They overpowered me and used magic I had never seen. The three of them make quite a formidable force.”

“We beat them before,” Rarity said.

“Yeah,” Rainbow flapped a foot in the air and punched her hooves. “We can take them again, no problem.”

“It's not as simple as that,” Celestia said. “We will need more than the Elements of Harmony if we have any hope of defeating them.”

“What should we do?” Fluttershy's quiet question voiced all their thoughts.

“We fight,” Luna stomped her hoof, then winced. “We strike, take them out before they've perfected their plans. Those are three big egos, for them to all join together seamlessly will take some time. We must fight-”

“And how?” Celestia interrupted. “How do you plan on finding them and fighting? Our subjects are ponies not soldiers, Luna.”

“Doesn't mean we can't fight,” Rainbow said, flying higher and kicking the air. “Bring on boot camp, I'll whip us all into fighting shape.”

Thoughts galloped through Twilight's head faster than the Wonderbolts could fly. Fighting? Boot camp? All this was happening so fast that maybe they needed to slow down. She pawed the floor and cleared her throat. “I agree with Princess Celestia. Galloping head first might not be the best idea. Waiting for them to make the first move, so we can counter might be a better option. Go on the defense.”

Rainbow snorted. “Waiting's boring. Let's hit 'em hard and fast.”

“Perhaps,” Rarity stepped beside Twilight. “They would listen to reason, negotiations. I think we all assume they mean to take over Equestria, but what if we're mistaken?”

Fluttershy made a small noise and crept up beside Rarity. “I like talking. It sounds...safer.”

Twilight flicked her tail, fearing the impending argument. She looked to Applejack, knowing the pony would give an honest answer.

“What do you think?”

Applejack's ears flattened. “I...I don't know. I'm all for peace, but, well, talkin' ain't really my thing. I can buck and kick real good, though. That's where I’d be most useful.”

“See,” Rainbow landed beside Applejack, throwing her hoof over the orange pony's soldier. “I'm not the only one who wants to fight.”

Applejack backed out of her friends grasp. “Now, I never said I wanted to fight, but if it comes down to it I'd rather tussle than talk.”

Rainbow seemed to like this statement, nodding enthusiastically. Twilight sighed. Great, the last thing they needed was two of the Elements of Harmony on another team. She looked to Celestia who was visibly annoyed at her younger sister. Luna, however, beamed at her two followers with pride.

“It would make sense for half the Elements of Harmony to join me,” she said.

“Half?” Celestia countered. “Recheck your math, little sister.”

Luna smiled. “Surely Pinkie Pie will see that she would be most useful joining me.”

All the ponies looked at Pinkie. She blinked back at them then grinned.

“Will you let me use this?” She bounced in the air and landed beside her cannon, hugging the barrel.

Twilight glanced at Celestia. The princess recoiled, a look of fearful apprehension on her face. Luna laughed and nodded.

“Of course, my little pony,” she said.

“Oh boy!” Pinkie wheeled the cannon beside Applejack and Rainbow Dash.

Princess Celestia snorted and reared, hooves coming down hard on the marble. “Enough. We will not be divided. We will not fight each other.”

“Fight each other?” Luna limped forward. “You always go to the worst possible place, sister. No, we will not fight each other. If we cannot agree to work together, we will have two armies. One to guard the day, and one to fight for the night. As foolish as that sounds, if you will not help me attack, then I will raise up on my own-”

“I never said I would not attack, Luna,” Celestia gave a little buck. “I merely said leaping head first was foolish.”

Luna lifted her head, nostrils flaring. “You assume that we will not plan, that we are foolhardy. I guarantee complete training for all ponies and I will defend all of them with my life. Queen Chrysalis stole something from me, a piece of my soul, and they are using her as a weapon. I intend to get Nightmare Moon back, and make Discord pay for what he has done. If this Queen Chrysalis gets in my way, then I will destroy her as well. Soon they will wreak havoc on Equestria, and I will stop them. Anypony who wants to help is welcome to join me.”

“Yes!” Rainbow reared, punching the air. “I'm so there.”

“Heck, count me in one hundred percent.” Applejack bowed to Luna.

“Me too! Me too!” Pinkie bounced a circle around them.

Celestia looked at Fluttershy, Rarity, and Twilight. “Then you three will help me plan and defend.”

“Of course, Princess,” Twilight bowed, insides twisting. Had the Elements of Harmony just been separated? Had she just lost three friends? And how would they break the news of this trio of evil to the residents of Equestria without causing an all out panic?

Chapter 4: Panicked Ponies

Chapter 4: Panicked Ponies

“Enough!” Queen Chrysalis reared, tossing her head, mane whipping back from her face. “I am sick of this arguing.”

Nightmare Moon snorted and backed away from the table. Discord folded his lion and eagle legs. They'd been staring at a map of Equestria for the past hour, deciding where to strike first. Discord wanted big cities, lot of ponies to play around with. Nightmare wanted open grounds to watch the night fall over the land, taking anything depending on the sun to death.

Chrysalis wanted Canterlot. Wanted, first revenge on the ponies that had humiliated her, then the city itself. But, after some research, she learned these ponies lived in a small town called Ponyville, not Canterlot.

“We hit Ponyville first,” she said.

Discord groaned. “I already messed with Ponyville. I want something different.”

“I want to get out of this hole,” Nightmare's eyes glowed, lip curling in disgust as she looked around Chrysalis' cave. “I cannot feel the moon.”

Chrysalis rolled her eyes and gathered her magic, aiming her horn at the ceiling. A green blast of magic shot upwards, cracking the stone, bursting through and opening up to the night sky. She winced inwardly, hating what her guests were doing to her cave. Discord had moved what little furniture there was so he could move smoothly around, and Nightmare had complained more that once about the flapping and buzzing of the other Changling's wings in the neighboring caves. Now with the moonlight shining in, it would take weeks to repair. Chrysalis shook her body. Focus.

“You will both get what you desire,” she said. “Have no fear. First, we infiltrate, then we bring the night and the chaos, then we rule with an iron hoof.”

A grin spread across Discords face. “Chaos first?”

Chrysalis sighed. “Yes. Chaos. Night. Order.”

Discord laughed, deep and low, eyes glowing crimson. Nightmare smirked up at the moon, horn tip glowing with power.

Chrysalis trotted to the cave opening. “I will go prepare the army. We strike tomorrow night.”

~*~*~*~

Princess Luna stood in front of the mirror in her room, staring at her reflection. Embarrassment climbed over her as she thought of Nightmare Moon ripping from her body, while that bitch of a mare Chrysalis laughed. What she wouldn't give to stomp that foul smelling pony's face into the ground. At least she had ponies to back her next time she saw Nightmare, Discord, and Chrysalis.

Celestia had set the Elements of Harmony up in their own rooms in the palace, letting them sleep off the party she'd rip them from this morning.

Luna lit up her horn, unwrapping her leg and applying more magic to her shoulder. The scab shrunk, the new skin pink against her purple fur. The scratches on her chest were healing nicely, they would soon turn to thin silver lines, adding to her collection, as would the tear on her flank. Her wing would take a little longer, the feathers needing time to regrow after the bone healed.

The late afternoon light shone through the stain glass windows, hitting Luna's desk, illuminating dozens of papers, maps, and books. She'd poured over them all morning, trying to figure where the evil trio would attack first. Since being linked to Nightmare Moon for what felt like an eternity, Luna could predict the mare's thoughts and feelings. Knew her drive and ambitions. Nightmare would strive for the night, cloaking everything in darkness.

Discord she knew because he was so unpredictable. He thrived in chaos, mayhem, and mischief. Beneath it all, he was a shit disturber. He'd need ponies though, playthings to manipulate and entertain. Which meant high population areas.

But, this Changling, she did not know. She was not present for the attack a year ago at the Canterlot Wedding, and her knowledge of Changlings as a species was minute. Chrysalis seemed to be in charge of this evil trio, but good luck to her if she thought she controlled Nightmare or Discord.

Luna threw back her head and let out a frustrated whinny. She didn't know where to begin. Send troops to each city and town? Gather them all together? First she needed to find ponies willing to fight.

A knock came from the door, and before Luna could utter a come in, Celestia burst through. Mouth open, about to snap at her older sister, Luna paused. Celestia's eyes were wide and she took a minute to compose herself.

“We may have a problem,” she said.

“We have several problems,” Luna snorted.

Celestia motioned with her head for Luna to follow. “Then we add this one to the list.”

Luna trailed behind, wondering what had gone wrong now. As they approached the closed doors of the balcony overlooking the royal gardens, Luna's ears pricked at the sound of voices. Hundreds of voices. Panic stricken and angry voices of ponies.

“What-”

“Princess, we need to tell you something.” Twilight Sparkle and the rest of the Elements stood by the doors, heads hung low. “We may have accidentally caused a city wide panic.”

It took Luna a second to realize Twilight's words, and even then she didn't quite understand them. She opened her mouth to speak, but Rainbow Dash stepped forward.

“We didn't mean to,” she said. “I just went out to, you know, casually and quietly find ponies willing to fight for the Lunar Republic and-”

“Lunar Republic?” Luna raised an eyebrow.

“Yeah,” Rainbow continued. “I thought it sounded cool. A strong name for our army.”

Luna sighed inwardly. The last thing they needed was propaganda. “Go on.”

“Well,” Rainbow pawed the floor. “I started asking ponies to sign up and other ponies overheard and started asking questions and Applejack, being honest and all, told them the truth-”

“Don't you dare blame me for this,” Applejack stomped her hoof. “I was just the flyer distributor. I didn't expect them ponies to freak like a cat in water.”

Luna looked to the doors, listened to the calls for the princesses. She should've waited, gathered her resources and intel, discussed with her sister, before involving anypony else. Yes, she was grateful for the Elements of Harmony's presence. She trusted and respected them and was confident in their ability to back her up. But she had almost forgotten that they were simple ponies, had no idea how to run a government. Admittedly, riling them up early this morning with her talk of fighting and taking down the enemy hadn't helped. She tried to weed out the good from the news, find the silver lining.

“So, there are ponies out there willing to fight?”

Rainbow Dash nodded. “Loyal to the Lunar Republic.”

Luna flattened her ears, they needed to stop calling the army that. It would definitely lead to unwanted propaganda.

Rarity cleared her throat. “May I point out that just as many ponies are willing to join the Solar Empire.”

“Solar what?” Celestia looked to Luna. Luna snorted. This needed to stop.

“Empire,” Rarity lit her horn and magiked a stitched patch resting on her back, holding up for everypony to see. The outline of a burnt orange Pegasus flew against a yellow sun on a bright orange background. “I made it this morning, doesn't it just scream peaceful yet strong?”

“Stop,” Luna snapped. “There is no Lunar Republic or Solar Empire. As pretty as that is, Rarity, propaganda leads to radicalists. Yes, earlier I said I wanted to fight, but until we find Chrysalis and her followers, we have no target, therefore no immediate enemy. Both Celestia and I appreciate the effort you ponies have put in, but we need to slow down and think everything through before we charge headfirst.”

“I agree wholeheartedly,” Celestia said.

Twilight Sparkle nodded. “Maybe if we plan and prepare enough, we may not have to fight at all.”

Rainbow tossed her head and confronted Twilight. “What fun is that? Of course we need to fight! You saw what they did to Princess Luna. What's to say they won't do that to every pony they come across?”

“Maybe so,” Twilight puffed out her chest, accepting the challenge. “But as Princess Celestia pointed out, we are not soldiers. You really think you could hurt, or even kill another pony?”

Rainbow flapped in the air. “Hay yes I could. If they were coming after me? I'd take them all out. I'm brave!”

“Bravery is just another word for stupidity,” Twilight snorted.

Rainbow dove at her, stopping inches in front of her face. “Want to know what another word for Twilight is? Scared little bi-”

“Girls!” Celestia trotted forward, nudging them apart from one another. “Enough. All of you go eat some dinner in the banquet hall while Luna and I address the crowd.”

Twilight and Rainbow glared for another couple seconds before the other Elements shoved them toward the back of the palace.

Luna blew out a breath, wishing she could start over. Hay, if she had that chance, she'd warn herself about Discord the Chrysalis appearing on her moon. Or, better yet, stop them before it even got that far. The voices of the confused ponies in the garden jarred her, reminding her that she couldn't go back. The damage had been done, and she and her sister had to deal with it as best they could.

Celestia opened the doors and the crowd erupted with questions. Luna held back, knowing her appearance would just cause more panic. She listened to the questions being pelted at poor Celestia.

“Are we at war?”

“Is Luna really hurt or is she dead?”

“Is Canterlot really starting up an army?”

“Are there two armies?”

“Are we fighting each other?”

Celestia lifted her head, hushing the crowd. “Ponies of Canterlot, I know many of you are confused, and I am here to clear up all that confusion. Yes, Princess Luna was attacked by an enemy force. She is hurt, but on her way to healing completely. Earlier we had ponies out asking you to join two different armies. Those armies do not exist. I would ask that you all go back to your homes...”

Luna blocked out her sisters voice. Asking them to go home is sealing their panic. The truth, Celestia, always tell the truth, never fudge or embellish. It was their number one rule as ponies learning to be princesses. Luna stepped onto the balcony, her sister still talking. Gasps flew through the crowd, but Luna held her head high. Celestia trailed off, looking just as confused.

“My sister is right,” Luna said, slipping in some Royal Canterlot Voice so her words reached the corners of the crowd. “There is no need for panic. But, as far as the armies, we will need ponies willing to, if it comes down to it, help us defend Canterlot. We will set up booths across the city, information stations as to what we are seeking. We are not at war yet, and we hope to never have to fight. But, to be ready is the key. We ask that, as hard as it may be, go back to your regular duties. Work, school, normal lives. We will keep you informed as to our further actions. I want no rumors spreading through the city. Unless you hear it from an official royal source, it is simply untrue. We are not in immediate danger. This city is well protected. There will be no questions. And requests to see either me or Princess Celestia will be severely restricted for the time being. Thank you, and trust us to protect and serve you the best we can.”

Luna dipped her head then turned and entered the palace, Celestia hot on her heels. Luna spun, sensing a spewing commentary from her sister.

“You just told them we are-”

“I know what I said,” Luna interrupted. “You cannot keep things from them, Celestia. They are not stupid. We need to keep our subject's trust. I know your love for peace, but we will be at war. It might not be tomorrow or the day after, but we will be. And the moment we are, I will tell everypony the truth.”

“But what if nothing comes from Chrysalis and Discord? What if-”

Luna threw her head and neighed, kicking out her back foot. “Look at me, dear sister. This was not nothing. They stole Nightmare Moon to use her. They have plans after plans. I have seen firsthand their power and they do not mean to do nothing. You need to step out of the perfect little world you live in. Just because a year had passed and not even a single tree has died, doesn't mean something will not happen. The world requires balance. Too much good must be fixed with some bad.”

“I understand balance, Luna,” Celestia spread her wings. “I also understand the personal vendetta you carry with Chrysalis and Discord. They did take a part of you, but you cannot let that cloud your vision of how to react. Proceed with caution, and you will get whatever revenge you seek, trust me.”

Luna settled, her sisters words sinking in. Instead of retorting with a comment she knew she'd regret, Luna pivoted and trotted back to her room. Celestia was right, dammit. She did want revenge. And why shouldn't she? Humiliated in front of her subjects, made to look like a weak fool? Any reasonable pony would want some type of justice done.

She inhaled sharply and flopped on her bed. At least she had followers already. Ponies willing to stand by her side and help her fight. But skilled and effective fighting would take time to prepare. And she had no idea how much time they actually had.

Chapter 5: Monstors

Chapter 5: Monstors

Ponies ponies everywhere and not a one to play with. Or mess up. Or kill. Kill? Oh no, not kill. Almost never kill. Well, not almost never. Kill if it fits. But, still no ponies anywhere...

Discord slithered along rooftops, hiding in the long shadows of the late evening light. He was surprised at how easy it was sneaking into this town, changing miniscule things, having nopony notice him.

Then again, he prided himself on his stealth. And the ignorance of the ponies, of course. He sighed. Ignorance is bliss. Bliss. Bliss is the chaotic screams and confused faces of mayhem...

Sighing again, he reached down and flicked select letters off the Country Club sign, giggling at the now crude word. He'd done similar things all around Ponyville. Changing signs, tacks hidden in the dirt for ponies to step on, broken wagon wheel. Silly little things to keep his mischievous side at bay.

Suddenly, hoofsteps to his left. His ears swiveled and he scurried into the shadow of the chimney. A pony he could handle, but it might be Chrysalis seeking him out. He'd escaped her a few hours earlier, needing space from her “iron hoof”, as she called it. Working with her was beneficial, and she did rescue him from his cement prison, but he hate, hate, hated being under her control.

“Discord, you moron.”

And he despised her voice.

Wait...what?

He peeked down from the roof and blinked. A pretty purple pony with pink and white hair and daisies on her flank stared up at him. The expression on the pony's face borderlined psychotic rage. Discord sniffed, trying to detect the scent of rotting ponyflesh that Chrysalis smelled of.

Ah ha.

There it was.

“What in Tartarus are you doing?” The sweet looking pony that was really Chrysalis hissed at him. “You're not even trying to hide yourself!”

Discord clasped his front paws together. “Oh, my little Queen. The only reason you can see me, is because you look for me. I cloak myself to those who would not expect me. And these ponies have gotten so used to peace in the past year, that not a one is looking for a handsome, ravishing Dragonequus such as myself. Therefore, I am completely safe. But, what are you doing? Disguised as a lovely pony with such a darling face, completely the opposite of what I would expect.”

Chrysalis snorted, ears flat. “I am gathering information, seeing if these ponies have any idea about their princess.”

“Princess?” Discord floated off the roof, landing beside purple Chrysalis, keeping himself in the shadows. “What princess?”

Purple Chrysalis rolled her eyes and leaned close to him. “The princess we left dying on the moon, you ignoramus.”

“Oh yes.” His mouth salivated at the memory of tearing the moon princess apart. It wasn't often he got to unleash his inner violent side. He loved his mayhem, but violence he rarely experience. And he'd loved every second of it.

His eyes drifted upwards to the sky, where the full moon still hung. It had stayed out all day, battling with the sun for position. With Luna gone, gone, gone, there was no pony to lower it.

“Ponyville hasn't noticed anything,” Discord motioned to the peaceful town. “And they won't. Have no fear, my Queen.”

Off in the distance, toward Canterlot, the shouts of a pony reached Discord's ears. He scampered back to the roof and squinted into the setting sun. A grey Pegasus with a blonde mane and tail half galloped half flew into Ponyville. She skidded to a halt in the town square, rearing up and whinnying.

“Princess Luna is injured and is starting an army to fight against something really evil!” The Pegasus cried.

Discord sunk down beside purple Chrysalis. “Well, I suppose they might notice now.”

Chrysalis stomped her hoof. “No. She can't be alive.”

Discord shrugged. “To be fair, I didn't actually kill her.”

Chrysalis shook her mane and they peeked around the corner. Ponies gathered around the Pegasus, shouting questions and concerns.

“Princess Luna said we will soon be at war and to prepare,” the Pegasus said.

“Who's attacking us?” Somepony asked.

“Neither Princess Luna or Princess Celestia said,” the Pegasus flapped in the air.

Mumbling swept the now large crowd. Discord couldn't help but giggle. Whoops. Screwed up, screwed up. Should've killed the Princess.

Chrysalis let out a strained growl. “We must move quickly, before they have any time to prepare. Go back to the cave, ready Nightmare Moon. I will be back soon to gather my army. Oh, and this pony's body I have snatched, I left her behind the schoolhouse, in the cellar. Get rid of her for me.”

Purple Chrysalis took a deep breath and trotted out into the crowd of ponies. Discord slithered toward the school house, keeping to the shadows, eyes glowing. Finally, they could move, take down these precious ponies. He snuck around the schoolhouse to the cellar. In a dark corner he found the real purple pony, her hooves wrapped in thick rope, cutting into her skin, and tape stuck to her mouth, tugging on her face. She saw him and her eyes widened. She wiggled, trying to move away from him, making small panicked noises. Discord smiled, salivating.

“Don't fret, my little pony,” he said. “I won't hurt you.”

~*~*~*~

Chrysalis trotted into the crowd, looking just as panicked as every other pony. After a few minutes of listening she determined that no pony really knew exactly what happened. But she did know that Luna was alive and well enough to be commanding an army. Damn it. She should've let Discord finish her. The ponies around her broke up, running to their houses, some immediately boarding up their windows, others grabbing pitchforks and readying themselves.

Chrysalis turned to trot back to her cave and crashed into three little fillies. Biting her tongue to keep from swearing, she looked down.

The fillies stared at her, concern on their faces. The orange one spoke first.

“Sorry, Miss Cherrilee,” she said.

“What do you think's going on?” The pale yellow one shivered. “Applejack's been gone all day, I hope it's nothing as serious as everypony's sayin'”

The three of them kept staring, and Chrysalis realized they were waiting for some sort of supportive comment. She should not have picked a teacher to Change to.

“There, there, children,” she tried. “Everything will be fine. Run along home. Now.”

The fillies exchanged concerned glances, but turned and scampered down the street. Chrysalis trotted toward the outskirts of town, dodging galloping ponies and abandoned street carts. As she reached a safe place to Change into herself, she stopped as the pale yellow filly's words sunk in.

Applejack.

Why did that name sound familiar?

She racked her brain, thinking back to a year ago.

Then it hit her.

Orange pony. Hat. Accent. Celestia's palace. Element of Harmony.

“Oh, clever girl,” Chrysalis hissed. She expected the Elements to show up, but for them to probably be at the palace already meant the Princesses were moving quickly.

Chrysalis let down her Glamour, Changing to her true form once more. Powering her horn, she teleported back to her cave. As soon as her magic cleared, she heard arguing from the main room.

Great, now what?

Nightmare Moon jumped at her as soon as she walked in the room.

“What is the meaning of this?” She asked.

Snorting, Chrysalis peered around Nightmare, eyes widening at what sat beside Discord. The pony Chrysalis had just Changed from, still bound and gagged, glared at the trio.

“Discord!” Chrysalis cried. “I said get rid of her. That can be taken many ways, but this is certainly not one of them.”

Discord gazed down on the purple pony. “I thought she could provide information-”

“No, you don't think,” Chrysalis reared. “Put her in the dungeon for now. I'll figure something out later. I have to check on the army.”

She stormed away, grunting in frustration. How hard was it to follow such a simple plan? Stay put, wait a little bit, then they could do whatever the hay they wanted to.

Stay calm, Chrysalis. Soon the plan will be put into action and sooth the two restless souls in her cave. She just hoped to keep them settled enough to last that long.

She passed through a thin, glowing barrier and continued down the hall, entering her minion's cave. It opened up to a large room, passages branching off every which way. Feeding and watering troughs lined the walls, soft hay piled everywhere. Some minions slept, others play fought with each other, and some milled about, waiting to change shifts with the next working herd. They all stirred at her presence, nickers echoing off the dank walls. She walked through them, nostrils filling with their rotting scent. They'd more then quadrupled in numbers since their last attack on Canterlot. With their numbers, their strength had grown as well. Trotting down the largest passage, she reached the newborn cave.

Hundreds of translucent yellow-green bubbles covered the cave floor. Each one housing a growing Changling. The stench of burning pony flesh floated through the room, leaving a green haze settling at knee height. Chrysalis peered into a few bubbles, smiling at the Changlings. Some almost full grown, others, little fetuses, thin skin pulsing quickly with the beat of their tiny hearts. Each Changling suspended in the thick goo filling the bubble, veins and arteries connecting and gathering at their stomachs.

A bursting sound came from one corner of the cave. Chrysalis hurried to the small gathering of three Changlings, the bubble they stood at cracked, goo bubbling and seeping out. The Changlings paw and kicked at the bubble, helping the newborn. The crack grew, the newborn flailing in panic. It reared its head, letting out a silent cry, glowing aqua eyes opening. After one last good kick, the newborn spilled onto the cave floor, the goo flowing around him, the bubble deflating.

Crinkling her nose at the overwhelming smell of burnt hair and rotting flesh, Chrysalis stepped forward and dipped her head to the newborn.

“Welcome, my sweet little one,” she said, touching her nose to the newborn. It blinked and nuzzled her, nickering softly. She smiled and licked a chunk of goo off the newborns nose.

“Get him cleaned and straight into training,” she said to her three minions.

They immediately nudged the newborn, forcing him to his feet. Chrysalis trotted away, deeper into the cave. Two of her minions came around the corner, stopping when they saw her. She nodded to the back room.

“Have any of them hatched?” She asked.

Both minions flicked their ears back and lowered their heads. Chrysalis snorted and let them pass. She was growing impatient. She could go one or two days into their attack without them, but no longer.

She entered the back room, slowing her steps, letting her scent and presence sink into the large bubbles. A few dozen stuck to the cave floor, each one towering above her, double her height at least. They all glowed golden, each housing her prized experiment. It had taken months of magic and trial and error to finally perfect them.

Her Changling Monstors.

Years of traveling, trying to infiltrate different species, Chrysalis realized her minions could Change to virtually any animal roughly the size of ponies. Which meant any hoofed animal, and, depending on the size, most griffons.

But dragons and other monsters were just too large and required too much magic for her minions to handle.

Her Monstors, however, were more twice the size of her minions, resembling giant, beefed up ponies. Their scaled black bodies bulky, full of muscle. Razor sharp steel blades lined their necks like a mane, a bunch hanging down like a tail. The scales on each leg faded into thick, tuft fur, ending in silver cloven hoof.

The Monstor Chrysalis admired looked almost ready to hatch. As if sensing her presence, it moved its giant, draft-pony head. Like its legs, the scales moved to a gleaming onyx coat, thinning at the nose, a hint of black bone showing around the wide nostrils. A thick, swirled horn protruded a few feet above each eye, four smaller horns lining each cheek. Once hatched and able to open its eyes, they'd be slitted, constantly glowing crimson. Its mouth, full of pointed, serrated teeth, could easily tear through tough dragon hide if need be.

Chrysalis stared with pride. “Soon, my darlings. Soon you will be free to wreak havoc on this pathetic little world.”

Chapter 6: Training

Rainbow Dash flapped her wings again. The wind rushed passed her face and over her body as she climbed higher into the sky. Gritting her teeth and squinting her eyes, she dared to look below her. A small herd of Pegasi struggled to keep up, sweat soaked their coats, chests heaving.

Rainbow wanted to push them further but she opted out. She didn't want her trainees exhausted in case something happened tonight. She slowed and let the Pegasi catch up.

“Good work, soldiers,” Rainbow said. “Now, line up with a pumpkin, and dive.”

She took off, spotting her pumpkin, a tiny orange dot on the ground. Flattening her ears and folding her wings, she stretched her front legs. She closed in on the pumpkin, tail twitching, making small adjustments.

She knew there was a whole line of pumpkins on sticks made to look like ponies lined up on the ground, and a crowd of ponies gathered to watch the dive, but she blocked them all out, focusing on her own pumpkin

Closer.

Closer.

Opening her wings, she shifted, tilting her body toward the pumpkin pony. Her hooves burst through the head pumpkin, bits of stringy insides and seeds covering her front legs and chest. Wings stretched out, she flew a low loop-de-loop and aimed for the body, shouldering through the larger pumpkin, coat soaked with sweat and vegetable juices. She flapped backwards, stopping and landing on the ground. She turned just in time to see a few of the last pegasi hit their pumpkin ponies, splattering the crowd with orange mess.

“Yes!” Rainbow shook and leaped in the air, breathing hard. “Awesome! You guys are great. Clean up then see Applejack for bucking lessons.”

Trotting toward the Palace lake, Rainbow had ten minutes before she had to take the next group of Pegasi up in the air. This group was her third so far, and the ponies kept lining up. The information booths the Princesses set up worked like a charm. Their were ponies who refused to help, either too young, too old, or simply too scared. It irked Rainbow a little. Didn't they know what was at stake? Didn't they want to express their loyalty to the Princesses?

Rolling in the cool water, Rainbow gulp a mouthful and spat it out. It was mid afternoon, and though what little training had been done had been smooth, everypony was on edge. When this evil trio would strike was a mystery. It could be a week from now, it could be in the next ten minutes. As much as Rainbow wanted to make everypony a perfect soldier, there was no time.

“Rainbow Dash?”

Princess Luna's voice hit Rainbow's ears and she scrambled to her hooves. Water and pumpkin dripped off her as she stared at her Princess.

“I trust everything is going well?” Luna magicked some pumpkin seeds out of Rainbow's hair. “The ponies look very good.”

“Thank you, princess,” Rainbow bowed.

“I have spoken to the Griffin King,” Luna said. “I have explained everything to them and, while they will do all their own training, they are fully supportive of me and my sister. Also, the train from Ponyville is arriving as we speak, you will be receiving more ponies shortly. Keep up the good work, Rainbow Dash.”

Luna trotted away, back toward the palace. Rainbow wished she could take all the credit, but Applejack devised a rotating training system worthy of Twilight Sparkle. Applejack taught all ponies, whether they be Pegasus, Unicorn, or Earth pony, hoof to hoof combat. Kicking, bucking, head-butting. Rainbow taught the pegasi aerial attacks, and the others group formation and group attacks.

And Pinkie Pie put them through weapons training.

Sling shots, target practice. Rainbow had no idea what kind of makeshift weapons Pinkie could put together until the pink pony had access to different materials.

The griffins would help their fight as well. Excitement stirred in Rainbow. To fly and battle alongside Griffons would be fantastic.

And the train from Ponyville! More ponies meant more work, but also more soldiers. All morning the Princess Luna and Princess Celestia traveled around Equestria, setting up information booths and managing to keep everypony calm while casually recruiting any pony willing to help.

Rainbow shook herself dry and loped through the palace grounds, passing Applejack and her line of ponies all bucking pumpkin heads off vegetable animals. She slowed in front of her next group of Pegasi, ready to take to the sky.

“Alright, everypony,” she commanded. “Set up a pumpkin and warm up your wings. Let's fly!”

~*~*~*~

Twilight Sparkle marched behind the row of Royal Guards, stopping behind one at random. She tapped him on the shoulder and he stepped aside, allowing her access to the telescope pointed off the balcony. She peered through, gazing beyond the Canterlot city limit. Other than the train arriving and the occasional forest creature all was calm. It frustrated Twilight. She hated not knowing. Not knowing when, or even if, an attack would come. Not knowing if she was preparing the ponies properly.

She snorted and backed away from the telescope, leaving the Guards to their duties. A force field, similar to the one used at the Canterlot Wedding, shone over the city. It scanned every pony coming into Canterlot, detecting the special dark magic that Changelings used to mirror ponies.

Her thoughts drifted to Rainbow Dash, on the palace ground, training every pony. She and Twilight hadn't exchanged any more foul words to one another, which Twilight was thankful for. In fact, it had worked out perfectly. By splitting up, Twilight and her friends went to where their strengths lie, making Canterlot a wonderful stronghold. Rainbow Dash, Applejack, and Pinkie, three of the strongest ponies Twilight had met, were right at home on the front lines, in the middle of the training hub bub. While Twilight help with defense plans, Rarity with armor, and Fluttershy wandering the city, making sure everypony not fighting was in a safe place or re-located to one of the dozens of shelters erected around the city. Everything was truly running smooth, at least with everypony but the Princesses.

Celestia and Luna still snapped at one another when they were in the same room. Luna pushing to move whomever was ready to fight outside the city, searching for Chrysalis. Celestia, however, wanted everypony to stay in the guarded cities, only reacting when absolutely necessary.

Twilight and her friends had spent the better part of the day trying to keep the princesses busy and away from one another.

Twilight trotted down the spiral stairs into the palace, loping to the royal dress room to see Rarity. She'd been working on armor all day, measuring everypony from fillies to stallions.

Twilight paused as the door to the dress room opened. Princess Celestia stood on a platform in the middle of the room. Rarity rushed around her, fitting pieces of armor to the Princess's body.

A gleaming golden chest plate covered Celestia's front, connecting to shoulder plates, the design of the Solar Empire Rarity created embossed on the armor.

“Twilight Sparkle,” the princess greeted.

Twilight gave a small bow. “The armor looks great.”

Rarity backed up by Twilight, giving the Princess a once over.

“I wish I had more time,” Rarity scowled. “The design could use some improvement. At least it's strong.”

She lit up her horn and magicked hoof coverings on to the platform. Celestia lifted each leg, the golden covering fitting snug to each hoof.

“When shall I send in the other ponies for their fittings?” Twilight asked.

Rarity twisted the last hoof covering on Celestia. “Start with us. If Rainbow, Applejack, Pinkie, and Fluttershy can spare a minute. Seeing them in armor will ease the other ponies worries, I believe.”

“Done,” Twilight walked over to a neatly stacked pile of dark blue chest plates, ready for Luna and the...what did Rainbow call it? Lunar Republic? Yeah, that was it. Twilight took a closer look at the design on the chest plate. A mare's head, back lit by a crescent moon, the mare's mane flowing behind.

The design was pretty, strong, and encompassed everything the moon princess was. Twilight turned and trotted out of the dress room, leaving Rarity to fuss with Celestia.

~*~*~*~

Fluttershy knocked on the door of the little sweets shop on the far side of Canterlot then pushed her way inside, the jingle bell sounding over her head.

“Hello?” She called, her voice barely drifting to the back bakery. “Anypony here?”

An older white pony, grey mane wrapped on a net, hobbled out of the side room. Fluttershy cleared her throat, making sure the old mare heard her. She'd hate to startle such a frail pony.

“Excuse me, miss?” She said. “But, there's a safe house just down the street. If you want to make your way down there, that would be really great.”

“I'm not going anywhere,” the old mare stomped her hoof. “This shop has been in my family for over fifty years.”

Fluttershy winced. All day she'd been moving ponies to safe houses, and most of them had been very accommodating, completely trusting the Element of Harmony. But, some ponies had to be gently persuaded, forcing Fluttershy to use her stern Animal Timeout voice to move someponies along.

Oh, why couldn't ponies just cooperate?

“Um, okay, miss,” she said. “Then I’m going to get some royal guards down here to secure your house. It won't look that bad. Some more locks, stronger windows. Um...it might just look rather nice.”

The old mare studied her then very slowly nodded her head. “Alright, young filly. You go get them guards. I'll be here.”

Fluttershy blew out a breath of relief and backed out of the shop. She grabbed the can of spray paint from her saddlebag and sprayed a yellow 'S' in front of the steps. Shoving the can back in the bag, she turned to the next shop.

Canterlot was still a busy city. Royal guards loped through the streets, looking for Fluttershy's marks, and making sure the city was completely secure. Pegasi soared the sky, keeping the force field from faltering. Fluttershy hoped there would be no war. Not just because she hated, and was slightly afraid of, fighting, but because war created so much destruction, and, along with the residents of Equestria, the animals would be just as affected. Their homes destroyed, and so much work to build them back up.

She wanted to support her friends, and the princesses of course, but she hoped they could work everything out without fighting, or even loud harsh words. But, if it came down to fighting, hopefully Rarity made a nice big shield for her to hide behind.

As Fluttershy approached the next shop, movement out of the corner of her eyes caught her attention. A tiny brown bunny sat in the middle of the road, nose twitching, head tilted.

Fluttershy blinked. What was a bunny doing this far into the city? Silly creature must've gotten frightened with all the commotion.

“Hey, little guy,” she said, slowly approaching the bunny. It let her get a few feet away, then it pivoted and hopped down a side street.

Ears pricked, Fluttershy trotted behind it, making sure it got safely to wherever its home was. Trotting soon turned to loping, following the bunny farther and farther to the edge of the city. She lost the guards and the houses grew further apart, all the residents moving inwards to safe houses. The bunny sped up and took a hard right, down an abandoned alley.

Fluttershy panicked. Not the alley! There was so many harmful things that could hurt a poor little bunny!

Fluttershy followed, skidding on the pavement as she turned. The bunny sat at the end of the alley, blinking at her, nose twitching. Fluttershy stopped, chest heaving, smile on her face.

“Good...bunny,” she breathed. “Now...to get...you to a...proper home.”

The bunny's ears flattened, eyes widening. It cowered away from Fluttershy. She lowered her head and crept forward.

“It's okay, little one,” she said. Then, on the pavement, a shadow stretched along beside hers. It looked like a pony, maybe one of the guards. Another shadow appeared on her other side. The stench of rotting flesh reached her nose and she sneezed.

Fear crept over her. Guards didn't smell like rotting pony. Worse case scenarios galloped through her mind as her front legs began to shake. More shadows appeared, the smell worsening. Gathering up as much courage as she could, Fluttershy slowly turned, ears flat to her head.

Horror spread through her, gripping her insides, choking her.

Five Changelings stood before her, fangs gleaming in the low evening light, aqua eyes shining.

No.

The only thought in Fluttershy's head.

No. No, no no.

How were they in the city? How'd they get past the forcefeild? What did they want from her?

They circled her, tails twitching, eyeing her, waiting for her to make a move. She couldn't. Frozen in fear, Fluttershy let out a little whine. What could she do? What should she do? Run? Oh, no way, she couldn't move.

Fight?

The mere thought made her shrink even smaller.

Talking?

Maybe talking would work.

“Please...” she squeaked. “Leave me alone.”

The bunny had hopped under her, hiding from the threat. Oh no! The bunny! She needed to protect the bunny too.

The Changelings exchanged amused looks and snickered, whinnying laughter at Fluttershy. It crashed through any remaining bravery she had left. Beneath her, the bunny trembled, catching the Changelings attention. The lead Changeling magicked the bunny out from under Fluttershy, holding it up, a wicked smile on his face.

Fluttershy felt her eyes widen. No. Not the bunny. They could attack her, yes. But not the bunny. She stood up, eyes fixed on the frightened creature.

“Leave him alone.” Her voice surprised her. It sounded strong, completely the opposite of what she felt.

The lead Changeling eyed her and snorted, then gave a violent shake of his head. The bunny flew sideways crashing into the wall of the alley. Its tiny back broke with a snap and it flopped to the ground, blood trickling out from its head.

At first Fluttershy felt nothing, like she was floating in water, then anger spread through her, replacing any fear she felt. Her nostrils flared and she shook her head, snorting, ears pricked at the lead Changeling.

“How dare you...”she growled. “He did nothing to you.”
How could they hurt an innocent little bunny? Were they that evil? What were they even doing in the city?

It didn't matter. They needed to leave. Now. And with no guards around, it was up to her. She'd show them that they couldn't bully anypony around. That she wasn't afraid of them. And, that they couldn't hurt innocent creatures without a serious repercussion.

She leaped forward, colliding with the Changeling, catching him by surprise. He reacted quickly, though, shouldering her off and pivoting. He landed a kick to her neck, sending her toppling sideways.

The other Changelings joined in, kicking and stomping at her. Fluttershy rolled and dodged, trusting her instincts. A hoof nailed her in the flank, sent pain shooting down her leg. Another landed on her stomach.

Pain came from all sides, knocking her back and forth, leaving bruises on her pale skin. She needed to get out of here, get away before they killed her. She extended her wings and flapped, flying above the Changelings, leaving the five of them in a tangled pile. The she dove, like Rainbow Dash taught her, hooves out.

A Changeling broke free, shaking itself. She made it her target. She flew closer and closer, then her hooves hit.

She smashed into the Changeling's head. Her hoof pierced its thin skin, cracking the skull underneath. Green blood splattered on her legs as she drove the Changeling into the ground. She hit, knees buckling, tumbling into the broken Changeling. Her weight cracked its ribs, tearing small holes in its flesh. She crashed into the wall, breathing hard, trying to right herself.

As she scrambled to her hooves, the other four Changelings surrounded her, jagged horns lit up, a green bubble slowly forming around her.

She froze, suddenly very aware of what just happened. Her rage settling back into fear. The Changeling at her hooves a mangled mess of skin, mane, and green sticky blood.

Horror spread through her. Had she done that? Killed this creature?

Yes, she had.

Her legs trembled as she looked at the other Changelings, seemingly unphased at their herd members death. The green bubble stretched closer to the ground, enveloping Fluttershy.

She needed to run, get away.

But she couldn't. The stink of burning flesh and hair made her stomach flip, and her legs were already tired from walking around all day, let alone the beating she just endured.

The bubble reached the ground and Fluttershy's world went dark.