The Hypnosian Queen glares down with her dark eyes as she stared into their souls. Rainbow Dash flew up to meet her at eye level, she as the size of a hoof compared to the creature. "Come on now! I'm not afraid of you! Let's do this!" She punches the air a few times to show off her battle readiness but was greeted with a gust of wind as the queen came up super close to the sky blue Pegasus mare with rainbow hair and was mere inches away from her. "Uh.. he.. heh.... Hey there..." She inched back a little bit as the dark figure grinned and laughed, "Hmhmhm.... You think you can take me on little rainbow?"

Rainbow furrowed her eyebrows, feeling insulted by that statement, "Of course I can! Give me something here! Come on!" She swung her forelegs around to act all tough. She chuckled again and allowed her eyes to spawn silver spirals from the centre of them until they completely filled her eyes and started to swirl continuously. "Alright then Little Rainbow... look into... my eyessssss..... lissssten toooo myyyy voiccccccce........" Rainbow spirals began to take over the Pegasus's eyes as her purple irises disappeared and were replaced with black spirals. "Uhhh.......... whaaaaaaaat'ssssssssssssssssss gooooooooiiiiiiinnnnnnnggggggggg.......... onnnnnnnnnnnn......."

"Hey! Leave Rainbow Dash alone!" Fluttershy looked at the creature with a stern look and unlocked her famous Stare as her own form of hypnosis. She stared hard at the creature's spiralling eyes only to have her switch focus from Rainbow to Fluttershy and instantly increased the power level of her spirals and the young mare watched as they grew in thickness... causing her to struggle in holding her glare. "Go on Fluttershy, you've got this!" Rarity shouted, trying to encourage her on.

Fluttershy began to strain her neck and eyes a bit as they grew tired from staring at the creature. The queen grumped as she became frustrated, "NO YOU DON'T...." She increased her hypnotic stare again till her eyes were almost just pure silver circles but you could still see the spirals. "I WILL........ TAKE....... CONTROL....... OF YOU......" Fluttershy kept resisting but her body began to quiver under the strain and she began to struggle. "I...... can't....... keep......... this......... up.........." She felt her control becoming weaker and weaker as her mind began to feel fuzzy and heard a faint whisper of her name. "Fluttershyyyyy.......... Fluuuuuutterrrrrrrrrshyyyyyyyyy......... Fluuuuuuuutterrrrrrrrrrrshyyyyyyyyyyy.......... Lissssstennnnn tooooooooo myyyyyyy voiiiiiiiiiiiiccccccccccccce annnnnnnnnnnnd ooooooooobeeeeeeeyyyyyyyyyy meeeeeeeeee......... onnnnnnlllllllllllyyyyyyyyyyyy......... meeeeeeeeeeee............... doooooooooooo................... yooooooouuuuuuuuuu unnnnnnnnnndeeeeeeeeeerrrrrrrrsssssssssssstaaaaaaaaannnnnnnnnnnnnd..........?"
"...........uuuuuuuuuuhhhhhhhhhhhhhh.............. Yeeeeeeeeeessssssssssss............. I dooooooooo............... Myyyyyyyy.......... Quuuuuuuuueeeeeeeeeeeeeeeeeeeen.............." And with that Fluttershy had fully given into the hypnotic control and she was now under the mind control of the Hypnosian Queen.

"Oh my.... Fluttershy darling!" Rarity exclaimed in a shocked tone. She stood her ground, "Now see here you ruffian! You can't just go around hypnotizing every pony!" As ponies continued to panic around the group the Hypnosian focused now on the white unicorn with dark purple hair. "Youuuuurrrrrrrr tuuuuuuuuuurrrrrrrnnn myyyyyyyyy deeeeeaaarrrrrrrrrrr......... Looooooooook iiiiiiiiinnnnnnnntooooooooooo myyyyyyyyyyyy eyyyyyyyyyyyyyesssssss......"
"Ahhh! My goodness............ meeeeeeeeeeeee.......... I...........errrrrrrrrrrrrr................Thissssssssssssss.......... feeeeeeeeeeeelsssssssss.......... goooooooooooooood............" Rarity fell under the queen's spell as she made her way through the six ponies.

Spike couldn't stand by and just watch his beloved be controlled like that so he charged forward without hesitation. "Spike no!" Twilight tried to stop him but was unsuccessful as he flew up to be at her eye level. "HEY QUEEN! LEAVE MY FRIENDS ALONE!" He shouted at the massive figure but he was quickly blind-sighted by her magnificent eyes as they launched spirals directly into his little green dragon eyes. Turning them into spirals, he quickly submitted to his new mistress, his new queen. "Now.... little dragon... Spike was it? I want you to approach your former princess and take her crown. Then bring it to me..... Do you understand..... Spike....?" She commanded him and he limply hovered in the air with a droopy tail and arms and legs, "Yesssssss.......... Myyyyyyyyyy Queeeeeeeeeeeeen........"

"Excellent!" She watches with glaring eyes gazing down at the unimpressed Princess of Friendship as she scowled up at the queen. "You won't get away with this!" the purple alicorn stood her ground firmly as her trusted advisor flew down to meet her. But before he could take her crown Apple Jack bumped her out of the way, resulting in Spike grabbing her western country hat instead of the crown. Smirking with cheeky pride, she looked over her shoulder quickly, "Sorry Twi, you okay?" She checked on her friend as the pony had been shoved to the ground in a cloud of dust. Coughing she stood up and nodded, "Uh-huh.... yeah.... thanks Apple Jack..."

Frustrated, Queen Black Silver grumbled, "Really....." She sighs heavily while closing her eyes briefly, "Looks like I have to do it myself. But first... you need to be... hmhmhm.... taken care of..." Humming a soft evil chuckle, she reactivated her spiral eyes that were lavender purple glowing eyes with silver spirals. "Uh-oh." Apple Jack realized she had been outflanked since she would have used her hat to block the hypnosis but Spike was holding onto it and high in the air now. "Daaaaaaaaaaaaaarnnnnnnnnnnn iiiiiiiiiiiiiiiit...................." She complained how stupid she was for doing that but it was too late as she felt the hypnosis wash over her like a crashing ocean wave.

Twilight watched helplessly as the pony of honesty became dazed and a pair of black and white spirals formed in her eyes when she blinked them open again. "No.... " She became worried now as her friends fell to the command of the ancient queen from the past. This is bad... really bad.... I need to tell the princesses.... She turned around and quickly launched into the air flapping fast. She headed to her castle where Starlight was watching in shock from the top balcony. "Twilight what's going on! Is she hypnotizing ponies?" The lilac unicorn asked in disbelief. The mare was standing with her front hooves holding onto the golden rails of the crystal tree castle.

Twilight hovered next to the balcony and looked at her student. "I'm afraid so... she's already mind controlled our friends. I have to warn the princesses, that queen said she was headed to Canterlot next!"

"We are already here Twilight."

Author's Note

With the main 5 now under the Hypnosian's control, and a Canterlot attack eminent... Twilight was about to warn the princesses but they have showed up at their doorstep instead, right on time.