Return of Disharmony

by Forefront1

Chapters

Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Chapter 9
Chapter 10
Chapter 11
Chapter 12
Chapter 13
Chapter 14
Chapter 15
Prologue

Chapter 1

“Basket?” Twilight asked, thinking through her list of supplies.

“Check.” Spike responded, checking the box on the list.

“Mat?” Twilight asked again.

“Check.” Spike Replied.

“Food?”

“Check.”

“Cupcakes?”

*Munch* “Check” Pinkie pie said her mouth completely full.

“Pinkie those are for the picnic.” Twilight said in aggravation.

“Besides,” Spike added. “You didn’t give me one.” Spike said as he grabbed a cupcake for himself.

“Spike.” Twilight sighed.

“Sorry Twilight.” Pinkie said. “There cupcakes are just so good I just couldn’t wait!” She added with a giggle.

“Well we are almost there and you can have some more when the rest of the girls show up.” Twilight said, continuing to walk to their destination.

“Okay.” Pinkie said, obviously disappointed.

The two mares and Spike then headed off to the selected spot and set up their picnic.

As they began to set up Applejack arrived to the picnic.

“Howdy Twilight, Pinkie!” She said with a wave.

“Hi Applejack!” The two friends replied.

“I brought some Apple family’s famous homemade apple pie.” Applejack said as she reached into her saddlebag.

“Oh boy!” Spike said hungrily.

“You can put the pie over by the cupcakes” Twilight said. “Oh and could you help us with the rest of the preparations?” Twilight added, looking around to see what needed to be done.

“No problem” Applejack replied.

Shortly after that, Rarity showed up.

“Why isn’t today a lovely day for a picnic? Simply marvelous.” Rarity said, removing her sun hat.

“Hi Rarity!” Said Pinkie Pie as she once again went for the cupcakes.

“Hi pinkie, oh Twilight I brought some plates and glasses for the picnic just like you asked.” Rarity said as she handed Twilight the stack of plates.

“Thanks Rarity you can just put them next to the basket.” Twilight said, pointing behind her.

Finally Rainbow Dash and Fluttershy showed up to the picnic.

“What’s up?” Rainbow dash greeted.

“Hi.” Fluttershy lightly chimed in.

“Hi girls 1” said Rarity as she arranged the napkins and plates.

“Oh Fluttershy what do you have there?” Twilight said, seeing that Fluttershy had a basket with her.

“Rainbow Dash and I made some lemonade for the picnic since no one offered to bring drinks.” Fluttershy said as she put the basket down.

“Oh yes, I forgot drinks. Spike did we check off drinks yet?” Twilight said, frantically looking for her list.

“We did now.” Spike replied sheepishly.

“Great! Now that everyone is here we can start.” Pinkie Pie said while diving after the cupcakes.

“Great, I am starving." Said Spike holding an apple.

Just as he went to take a bite *HICCUP* *BURP*. A cloud of green smoke traveled out of his mouth then turning into a scroll fell to the ground.

“A letter from Princess Celestia?” Questioned Twilight.

“What is it?” Asked Applejack curiously.

Twilight then opened the letter and began to read.

To my dear and faithful student Twilight,

There is an emergency in Canterlot that if left unsolved could destroy all of Equestria. Luna and I need you and your friends to come to Canterlot immediately. We believe that you all are the only ones who can stop this tragedy. Sorry for the short notice. We just found out about it five minutes ago and nobody but we, and a few guards know what is going on. We know we can trust you all.

Sincerely,

Princess Celestia

“An emergency?” Fluttershy asked in fear.

“Who cares? We have taken care of a lot of emergencies. How bad could this one be?” Rainbow Dash said with confidence.

“I don’t know the princess seemed mighty worried” said Applejack.

“We must get to Canterlot right away; there is no time to lose.” Rarity declared triumphantly.

“Let’s go!” Pinkie shouted, still eating cupcakes.

“Spike, stay here and look after the house while we’re gone.” Twilight said, giving her assistant a quick hug.

“No problem Twilight.” Spike said.

“C’mon girls, let’s get going.” Twilight said as they headed to the train.

What Twilight didn’t see was Spike creeping off to Sweet Apple Acres.

“She’s gone tonight?” asked Apple bloom.

“Yeah party at my place spread the word.” Spike said quietly.

“Will do.” Applebloom nodded.

As the mane six arrive in Canterlot all seemed normal. They made their way to the castle and then to the main hall. They walked in and found Princess Celestia and Luna looking out the window.

“Princess Celesta!” Twilight called out.

“Ah, Twilight my prized pupil.” Celestia replied.

“We came as soon as we got your letter princess.” Said Applejack.

“Good.” Celestia sighed in relief.

”Yeah, because we are worried out of our minds.” Added Luna.

“What’s wrong?” asked Pinkie Pie.

Celestia looked toward Luna who looked out the window for a few seconds before motioning to the ground.

“I think we’d better show you.” Celestia replied.

They walked out of the main hall together and to a hallway of doors. They proceeded into the last one and down the hall into the dungeon. Then to everyone’s surprise Celestia opened a door in the wall with another set of stairs. They followed Celestia and Luna down the stairs into another hallway with many guards. Luna motioned them to stand aside and open the door. They did as they were commanded and what was inside shocked everyone.

“I can’t see anything” Rainbow Dash stated bluntly.

Celestia then used her magic to light up several torches on the inside. Inside the square room was a stone block. It was not very tall and looked as if a statue were to go on top of it.

“The emergency in question regarded this room. Until late last night it held one thing; one thing that if it escaped it would destroy Equestria. It is now missing and that is the emergency.” Celestia said, not taking her eyes off of the room.

“But what was in there?” Asked Twilight nervously.

“Don’t you recognize it? This room held the statue of…….. Discord.”

Hearing this mane six went into panic overdrive.

“NONONONONONONONONONONONONOOOOOOO.” Twilight said incoherently.

“AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHH!” Pinkie Pie shouted as she ran around the room.

“Of all the possible things that could happen this is THE…WORST...POSSIBLE...THING!!!!!!!!!!!!!!!” Rarity said as she fainted against the wall.

“Yes.” Said Celestia calmly.

“The guards report that someone came and attacked them late last night. That pony must have been strong enough to free Discord.” Luna said.

“But I thought we got rid of him.” Rainbow Dash stated.

“You did.” Celestia responded.

“However, the powers from Discord's chaos might have interfered with the Elements of Harmony, thereby weakening them.” Luna added.

“That big, dumb, MEANIE!!!!!!!” Fluttershy yelled.

Everyone stared in confusion at Fluttershy because of her outburst.

“Um, sorry princess, continue.” Fluttershy said, shrinking back in embarrasment.

“Right, anyways I think we should continue this upstairs seeing how the guards are already on edge." Celestia said as she walked back to the stairs.

As they walked upstairs every pony started to think of what would happen if Discord could not be stopped.

“Cotton candy clouds.” Rainbow Dash grumbled.

“Random Plants.” Applejack added.

“Crazy animals.” Fluttershy whispered.

“That plaid ground, ugh.” Rarity said with disgust.

“Ultimate chaos.” Twilight stated.

“Chocolate rain!” Pinkie said with delight.

The mane six looked at her with solemn expressions.

“Oh and you know a bunch of other bad stuff too.” Pinkie said sheepishly.

They finally reach the throne room when Luna spoke.

“I have an Idea," She began. "If the elements of harmony were used and Celestia and I used an imprisonment spell that could be enough to stop Discord.” Luna added.

“Yeah.” Rainbow Dash said with excitement.

“Okay.” Twilight thought.

“That could work.” Celestia pondered.

“Yes, what a marvelous idea then why don’t we go jump off of a cliff.” Said a voice from above them in a rather sarcastic tone

“I know that voice.” said Celestia. She then turned around to see the giant creature towering over all of them. “Discord.”

“The one and only.” Discord replied. “Now, about the Elements. I’m afraid they have been relocated and you won’t be seeing them for a while. No wait; you won’t see them ever again. Ha Ha Ha!” Discord cackled.

“Give them back Discord!” shouted Rainbow Dash.

“Never! I am not turning back to stone.” Discord replied angrily.

The group then began to recoil in fear as Discord continued.

“Mwhahahahahaha!” He chuckled. “Did you all miss me? Well, don’t worry you won’t miss me anymore because now I am here to stay.”

Chapter 2

“All guards report to the main throne room at once this is a royal emergency!” Celestia called out using her magic to amplify her voice.

“You should have not returned Discord.” Luna said, “Now that you have escaped I am sure there will be no mercy for you this time.” She said bitterly.

“Oh Luna.” Discord chuckled. “If anyone here is foolish it would be you, thinking you can defeat me. Why I haven’t even done anything to you; maybe I came here to deliver a special cupcake recipe I made.” He joked.

“Cupcakes!” Pinkie cried out with joy.

“He’s kidding Pinkie” Rainbow Dash responded, “You are kidding right?” Rainbow Dash said raising an eyebrow.

Just then several guards rushed into the throne room. They stood by Celestia, Luna, and the Mane six and aimed spears at Discord. At first they were relieved to see help but then their relief turned to a worried confusion.

“Hehe Hahahahah, do you really believe that a few guards can stop me?! Do you know who I am? Hi, I don’t believe we’ve met I am Discord GOD of chaos.” Discord said, still laughing.

“Stop fooling around Discord.” Celestia called out. “Guards, be ready for his attack we need you to help keep him in this room.” She commanded the guards.

At this the guards gave a salute and proceeded to take aim at Discord.

Moments passed until Twilight finally asked. “What are you doing Discord? Aren’t you here for revenge?”

“Oh yes but I don’t need to do anything right now. Guards surround the enemy.” With Discords command the guards now surrounded the astonished mane six and the princesses.

“What in the hay is going on here?” Applejack asked.

“Get those spears away from me.” Rarity chimed in.

“Oooooooh pointy.” Pinkie added.

“What’s going on here Discord?” Celestia shouted.

“Oh you’ll see guards…… its time.” Discord said with a snap of his fingers.

With that the guards became surrounded in a ominous green aura. The room seemed to lose all light except for the guard’s glow. Suddenly they became fully engulfed and began to change. They lost their armor first and it fell to the ground with a loud *Clang*. Then wings sprouted out except these wings were thin and almost bug like. They then gained horns and their colors all changed to black. Their legs seemed to become malformed and have holes in them. The final touch was when they opened their eyes they had solid blue coloring that seemed to see into your very soul.

“Changelings!” Luna shouted in fear.

“Surprised? Knew you would be BWHAHAHAHAHAHA!” Discord laughed.

“Everyone get out of here Luna and I will hold them off.” Celestia shouted.

“Do your worst.” Discord said mockingly as he disappeared with a flash of light.

The mane six ran out of the throne room not stopping to look back. They were tired scared and out of breath but they knew they had to keep running. Meanwhile in the throne room Celestia and Luna battled off the changelings.

“Just like old times right Luna?” Celestia asked her sister jokingly.

“Considering the fact that every time there is a problem no one bothers to wake me this is nothing like old times.” Luna replied.

It was easy for them to fight them off at first but after a few dozen waves of squads the changelings started to overpower the princesses and they became weak. Suddenly a dark silhouette came over the two sisters and with a terrifying laugh finished them off.

===============

“OH NO OH NO OH NO OH NO OH NO this is bad.” Twilight said to her friends in a panic.

“What do we do where do we go?” Asked Fluttershy also panicking.

“We need to get to the train station and get out of here.” Twilight responded, pointing downtown.

As they ran out of the castle they realized that the changelings had beaten the princesses for they had begun to terrorize the rest of Canterlot. They could only stand and stare in disbelief at the scene unfolding in front of them.

“AAAAAAAAAAAAAAAAAHHHHHHHH NOT AGAIN!!!!!!!!!” A stallion said running into a nearby shop.

“WON”T ANYONE SAVE US?!” A mare shouted in despair.

“HERE TAKE MY BITS JUST DON’T HURT ME!” Another stallion, cowering in fear, begged.

“Um Twilight,” said Rainbow Dash. “Hey, I may be new to this escape plan but doesn’t running to the train station include oh I don’t know um RUNNING!!!!!!” Rainbow Dash shouted to the group.

With that the friends began to run through the streets while running down an alleyway once in a while to avoid groups of changelings. Finally they reached the station and the engineer hurried them on. The train started off and for a moment the friends were relieved.

“Oh, thank goodness the train was there or who knows what could have happened to us.” Rarity said.

“Not only that, I reckon we oughta be thankful it was running.” Applejack added.

“What are we going to do to defeat Discord now that Celestia and Luna are trapped?” Twilight
asked.

“I don’t know you’re supposed to be the smart one.” Rainbow said bluntly.

“Uhh girls?” Pinkie mumbled.

“Rainbow now don’t blame Twilight I don’t think anyone knows what to do.” Fluttershy said

“Girls?!” Pinkie said a bit louder.

“It’s okay Fluttershy, I could have thought it through better." Twilight sighed.

“Girls!” Pinkie said greatly increasing her volume.

“Ah say we get to Ponyville and try to figure out a plan.” Applejack added.

“HEY GIRLS!!!!” Pinkie shouted at the top of her lungs.

“What is it darling you don’t have to shout.” Rarity said while trying to regain hearing in her right ear.

Pinkie looked at her in annoyance and then continued. “While you were all like It’s your fault, no it’s your fault, and Ah say we get to Ponyville and try to figure out a plan.” Pinkie said while perfectly mimicking Applejack on her last statement. "I was thinking, if there was a large scale invasion, why would the conductor wait for only us six and then leave everyone else.”

They looked at Pinkie in confusion and then looked around to find that the car they were in was completely empty. Then they quickly tried to come up with an answer to calm their fear. Suddenly, as if on cue the conductor came into their car.

“Are you girls alright?” He asked the six.

“Fine, thank you dear.” Rarity replied for the group. “Oh and by the way, how come you could not help anyone else in the train?” Rarity nervously asked.

“Oh I did they are in the last cars.” The conductor replied.

Hearing this Rarity was a little confused. “Why is there such a large gap between us and the other passengers?” She asked.

The conductor with a malevolent grin on his face replied “So no one can save you.”

Just then after the mane six almost screamed out in horror the car they were in began to glow green. The mane six moved back against the door trying to open in finding it to be locked. Then there was a bright flash. The conductors short legs became long and slender, his neck elongated as well. His grey mane turned into a deep black and his blonde hair became turquoise. Two insect-like wings appeared on his back and a crooked horn appeared on his head. Then his eyes opened revealing two deep green eyes and his mouth opened into a horrifying cackle and showed to fangs.

“QUEEN CHRYSALIS!” The group shouted in unison.

Chapter 3

The six ponies backed up in fear as the changeling queen approached them; her eyes scanning them in their frightened state. The mane six had a look on their face as if to say “We are out of ideas and now we are doomed". Then Chrysalis spoke.

“You know my army and I feed off of love, but I do love the scent of fear. HAHAHAHAHA.” She laughed.

“What do we do?!” Rarity cried out in anguish.

Twilight was about to say that it was the end but her eye suddenly caught something, two somethings actually. One being the fire extinguisher on the right side of the door they were on and two being the last patch of grass that is raised up level with the tracks before the long bridge over the canyon.

Without hesitation Twilight took action. She grabbed the fire extinguisher and quickly blasted Chrysalis with it. The queen cried out in pain as the contents of it had gotten into her eyes. Twilight then opened a nearby window and waited for the right time.

“Okay.” Twilight said. “On the count of three we jump.” She said, standing behind the group.

“Are ya crazy?!” Applejack shouted.

“One.” Twilight counted.

“Dear if we jump we could die. Or worse, ruin my hair” Rarity said with worry.

“Two.” Twilight said, taking a deep breath.

“Twilight no!” The rest shouted.

“Three!”

As Twilights back legs left the windowsill she looked at the tracks. She had timed the jump correctly but the grass was much lower than she expected. She closed her eyes as she plummeted to the ground. Then she stopped. She looked up to see rainbow dash holding her in the air while flying and the others safely on the ground.

“But how-” Twilight began.

“Twilight.” Dash said as she cut her off. “You need to think your plans through more; I am a pegasus after all."

With all of the friends safely on the ground and free of Chrysalis Twilight couldn’t help but smile. That smile quickly faded however when she saw Chrysalis lookout of the same window they had jumped out of, eyes bloodshot from pain and menacing scowl on her face. In defeat she pulled her head back inside the train in defeat since she couldn’t chase them. Her wings could not support her for long times and she could only really hover due to her weight and their flimsiness. Since falling to her doom wasn’t an option she had only her changelings who, saying this in the nicest way possible, were all dumber than a sack of sacks.

With one problem out of the way Twilight tried to figure out what to do next. They had to hide somewhere but she also thought that if she could get home could think of a spell to stop the changelings.

“Where to now?” Pinkie Pie asked.

“I say we head to Ponyville and see if there is any spell in my library I can use to stop the changeling invasion.” Twilight said.

“Right,” Rainbow Dash said, flying a few feet up in the sky. “Ponyville is…uh…that way.” She continued, pointing towards the horizon.

“Well what er we doin' standin' round here? Let’s go.” Applejack said.

“Uh girls,” Fluttershy whispered. “We’d better be careful on the way down that hill looks pretty steep.”

Of course they all looked down and were instantly horrified at how right Fluttershy was. The ~~hill~~ cliff was almost a straight drop. The only footholds seemed to be a few rocks scattered here and there. Despite the height and angle the cliff could be walked down and having two pegasi could help if someone lost their footing. As they wandered down the cliffside one could only imagine what they could be thinking.

“I am soooooo tired." Said a rather annoyed Rarity. "We have been walking forever.”

"Actually," Applejack cut in. "It's been more like 3 minutes."

The mane six looked up the cliff they were currently descending noticing the rather short distance they had traveled. They then looked off into the horizon, barley able to see the town they called home. Finally, they looked off to see the train slowly fading over the bridge. With a heavy sigh they continued on all with one though in their minds.

How could this happen?

Nevertheless they pressed on. They continued down the steep mountainside sliding off rocks, jumping over crevasses, running from rockslides, the usual mountain descent; and finally reached the bottom. When they finally got down the sun began to set in the west.

"Twi, if the princesses are captured how is the sun moving?" Applejack asked.

"Princess Celestial prepared for an emergency like this, if she and Luna are unable to perform their tasks the magic they have stored is strong enough to keep the solar rotation going for weeks." Twilight states, as a matter-of-factly.

"Whoa!" cried Rainbow Dash, "She told you that?"

"Being the only student to an all powerful princess does have its perks." Twilight shrugged.

"Enough dawdilin' we gotta find some shelter for the night." Applejack said, looking out at the horizion.

"You mean we are staying out here..... In the Everfree forest...... At NIGHT?" Asked Rarity in horror.

"I'm not hearin' a better suggestion" Said Applejack clearly annoyed. "C'mon let's go." She said, taking the lead of the group.

The mane six walked along into the vast forest preparing for the night ahead of them. They made their way past brambles, thick vines, all while gathering supplies and helping all they can. Twilight kept a magical lantern lit, Applejack gathered some food, Fluttershy asked the animals they saw for directions, Rainbow Dash went up to the sky and scouted a path, and Rarity gathered sticks and leaves for shelter. They walked for what seemed like hours until the sun fully went down. They found a grassy patch under a clearing of trees and set up camp. Their "camp" consisted of a few large leaves hanging over a branch and a few logs surrounding some leaves and twigs for a fire pit. It did not take very long to make and after a short while we're all sitting around a crackling fire. Despite them being wide awake they sat in silence. Only the wind and occasionally owl pierced the noiseless forest around them. They sat all with solemn expressions on their faces staring straight at the fire until it went out. One by one they retired to bed until only Fluttershy and Twilight remained. As Fluttershy got up she saw tears forming in Twilights eyes. She walked over to her and put an arm around her shoulder.

"Don't worry Twilight." Fluttershy said tenderly. "We will save Celestia and Luna."

With that she quietly went to bed leaving Twilight alone. Twilight looked at the pit where the fire was just a few moments ago and then up to the multitude of stars above her.

"We will." Twilight whispered to herself. "We will."

================

Drat, I almost had them. Queen Chrysalis thought bitterly to herself. We had Equestria in our possession. All we had to do was capture...them... and then no one could have stopped us, but, of course, nothing around here is easy.

Chrysalis scanned the horizon around her desperately searching for a sing. Smoke from a fire, light, a pegasus in the sky, anything. After a while she gave up her search and decided to stop the train and send out a search party. Just as she was about to pull the brake something in the distance caught her eye. A light, now this light was far too big to be a fire and she stared at it oddly for a while to figure out what it was.

Just then the captain of her changeling army came into the engine room. He was rather large for a changeling, not as large as an alicorn but still large. He had dark blue eyes and a scar across the right side of his face. On his head he wore a red hat with the changeling symbol on the front.

"My Queen," he hissed. "We have captured the princesses and they are and in proper containment." The brute said.

"I am aware of that Slash." Chrysalis said bluntly. “However we still have one threat that has not been dealt with that your section failed to stop."

“I understand my Queen that is why we are here, to capture and if necessary destroy them. I just need your command." Slash replied.

Chrysalis was about to speak but then she saw what was causing the light.

"I know where they are headed." She said quickly.

With great speed she went over the speakers with a devilish grin on her face and spoke to the changelings on the train.

"All passengers please put on your correct disguise the train will be coming to the station in a few minutes. Our next stop.......Ponyville."

Chapter 4

Sunlight gleamed in Twilights eyes as she stirred from her slumber. The forest was peaceful and much less threatening than the night before due to the sunlight and sounds of birds chirping. Twilight walked out of the six's makeshift tent and wandered around the clearing. She was still somewhat asleep due to the hard ground she was resting on the night before and her eyes felt heavy as she tried to wake up. As she walked to the spot of the previous fire she heard her friends awake.

"Ow!" Rainbow Dash said in annoyance. "Rarity your hoof hit me in the face."

"Sorry, darling I'm just stretching." Rarity said with a yawn.

"Yea Rainbow, lighten up." Applejack cut in.

"Ah, what a beautiful day." Fluttershy said trying to lighten the mood.

"I wouldn't know Fluttershy I can't see 'cause there's a hoof in my face!" Rainbow Dash replied in annoyance.

As they continued to argue Twilight just laughed at all the times such as this where she wondered how they were all still friends.

"Man, listen to them argue" Pinkie Pie said.

"Tell me about it. Hey wait! Pinkie when did you-? Oh never mind." Twilight said, deciding not to question the pink pony. "C'mon girls we have to get going. Remember, there are still two of our enemies trying to destroy us."

"Thanks, we all needed to hear that." Rainbow Dash sarcastically.

"Never mind that, we all gotta get goin" Applejack said.

The mane six continued on thought the Everfree Forest going through brambles and thick vines until they got to an oddly thick section of the forest.

WHHHHHHHAAAAAAAAAOOOOOORRRRRRRROOOOOOOOOOH!

"Uh, Oh." said Applejack in distress.

"What was that!?" Fluttershy gasped in horror.

"Timberwolves." Applejack stated followed by muffled screams and gasps.

"We have to keep movin' ah'd hate to see what would happen if one of those caught us." Applejack said, cautiously leading the way.

The mane six continued thought the darkened part of the Everfree forest being ever so cautious not to attract attention. They could practically feel the timberwolves following them but were too scared to look around. They were walking slowly until they heard another cry.

WHHHHHHHAAAAAAAAAOOOOOORRRRRRRROOOOOOOOOOH!!!!!

This time the cry sounded louder so they began to pick up the pace. Walking fast, slight jog, full out jog, then-

"RUUUUUUUUUUUUUN!!!!!!" screamed Fluttershy.

Not only did the main six start sprinting away but also their following timberwolves did the same. The main six knew they couldn't outrun the wolves but they also knew they had to try. They dodged tree limbs, jumped bushes, and took dangerous twists and turns here and there to lose the wolves. However, it was too late; the wolves had locked onto their scent and had them caught. The chase finally came to an end when the six came to the side of a cliff.

"Oh no!" shouted Twilight "We're trapped!"

"Twi can't ya teleport us outta here?" Applejack asked

"I don't work well under pressure!"

"Rainbow?!" Applejack said hurriedly.

"I can only get one pony and Shy doesn’t fly!" Rainbow Dash said backing up into the wall.

Just then the timberwolves came out from behind a bush. Three features were instantly noticed about the timberwolves. One, the size; they were almost twice as large as each of them and having large teeth and claws weren’t helping. It seemed that the logs they were made out of were almost as thick as each pony’s body was and that was only for a leg. Second, the eyes even worse than a changeling’s. The darkness of the woods almost consumed the wolves except for their glowing eyes. They were narrowed, looking right at their prey cowering at the side of the cliff. Finally, their breath. The utter stench that came from their mouths almost was enough to make a pony pass out. If it wasn’t for the fear the mane six probably would have. It was almost indescribable due to the number of smells that could be present. It was like if a bird died was then buried in manure for three days in the hot sun then thrown away along with sweat socks, rotten eggs, and moldy cheese; then all soaked for a week in curdled milk and then finally was sprayed on buy a skunk.

The wolves closed in on the mane six as they thought of their last words when suddenly the closest wolf was hid with a tennis ball sized rock.

“Hey garbage breath! Over here!” Called out a voice trying to distract the wolves.

The mane six looked up to see other than Spike standing at the top of the cliff with a rock in his hand. The three timberwolves looked at Spike only for a second to decide that he deserved to be eaten first. They ran around the side of a cliff to a pathway that was behind the bushes and up at Spike only thinking his plan through about 50% started to run away from his new problem. The six followed the wolves up the path and saw them gaining on spike.

“Twilight we have to do something to save Spike!” Rarity cried in distress.

“Well, I’m not under pressure so okay.” She replied.

Twilight gathered up magic in her horn briefly before looking up to aim.

“Almost…got…it” She said while gritting her teeth.

Beads of sweat began to form at her forehead as she concentrated her magic. Spike who now was out of breath was now no more than ten feet away from the timberwolves. He turned around only to see the wolves jump and then a bright flash of light.

===============

“I’m dead, I’m dead, I’m dead, Oh sweet Celestia I’m dead.” Spike said, holding his arms in front of his face.

“Spike.” Rarity said from a distance.

“Rarity… Is that you?” Spike called out.

“Spike.” Rarity's voice called again.

“Oh Rarity, it’s horrible! You and I died and our friends are probably crying over it right now.” Spike said sadly.

“Spike.” Rarity said this time closer and louder.

“Yes Rarity.” Spike said still oblivious.

“Spike.” Rarity said again.

“Yes?” Spike asked, completely confused now.

“Spike.” She repeated.

“For Celestia’s sake what is it?” Spike said obviously annoyed.

“Oh Spikey!” Rarity shouted lovingly.

“For the last time what is whoa-!” Spike said as he was tightly hugged by Rarity.

“Oh Spikey-Wikey I thought I lost you forever.” Rarity said almost in tears.

“You and me both.” he whispered.

“What?” Rarity said breaking the hug.

“Nothing.” Spike said, blushing.

Spike now aware of the situation looked at what the bright flash he knew now was Twilight’s magic had done. The timberwolves were only a few feet away from his face and they were a few inches of the ground. They had also been encased in a 6 inch thick layer of ice. Spike being released from his hug now saw the other friends walking over to him.

“Spike! Thank goodness you’re not hurt.” Twilight called out as Spike ran to hug his other close friend

“Spike that was awesome!” Rainbow Dash said with excitement.

“Don’t forget brave.” Applejack added.

“Yeah you were all like, Hey Garbage breath over here, then you ran and ran then Twilight could use her magic again and she saved you kinda like you saved us. Funny how that works out.” Pinkie said all at once.

“How did you even find us?” Fluttershy asks.

“Since my encounter I have never forgotten the sound or *shudder* smell of a timberwolf.” Spike said proudly.

“Well thank you for coming to our rescue. If you didn’t show up when you did we would have probably been eaten alive.” Rarity said.

After her comment Rarity planted a light kiss on the Spikes cheek who then fainted on the grass.

“Spike.” Twilight said bluntly.

“Whaaaaaaa- oh sorry” Spike said clearing his throat. “By the way why were you all randomly in the Everfree forest?”

“It’s a long story we’ll fill you in on the way back to Ponyville.” Twilight said as the group started back to town.

===============

“Whoa! So let me get this straight. Discord escaped ‘cause Chrysalis freed him then they attacked the princesses then you ran and had to jump out of the train and then after wandering through the Everfree forest were chased by Timberwolves until I saved you.” Spike said in slight confusion.

“Yes Spike, that’s why we are here.” Twilight said. “I came to look for a spell to stop them.”

“Okay, wait a second…did you say that Chrysalis was on the train coming from Canterlot?” Spike asked in distress.

“Yeah, what of it?” asked Applejack.

“Last night the train got here and only normal ponies got off so maybe-“ Spike reasoned.

“Maybe the changelings are hiding in town with Chrysalis.” Twilight realized.

Sure enough when they got out of the forest they could see the train at the station, empty. At first they didn’t know what to do but using her keen intelligence Twilight thought of a plan.

“Okay we have to skip town, change our names, manestyle, heck even change the colors of our coats. Then we start a rock farm in Saddle Arabia and then-“ Twilight said as she began to panic.

“Twilight.” Spike cut in. “Calm down when you get stressed you tend to go…uh…a little crazy.”

Stopping for a moment Twilight noticed already she had been clenching her teeth, had messed up her mane, plus her right eye was twitching.

“Duly noted Spike.” She said fixing her appearance. “We can’t just stay out in the open though.”

“Well lets go get that spell then.” Rainbow Dash said enthusiastically.

“Besides she won’t find us in your library.” Said Applejack.

“True, but we can’t go through town square either if there are any changelings they’ll see us.” Twilight said.

“Oh don’t worry.” Pinkie Pie stated. “I know a shortcut.”

===============

Celestia’s eyes opened weakly as she regained conciseness. Not knowing where she was or how long she had been out she felt she was in a daze. Plus everything seemed green to her. Suddenly her eyes bolted opened as she knew where she was. She saw she was in another one of Chrysalis’ cocoons and she knew she was trapped. Chrysalis had enchanted all of her cocoons to be impervious to magic. She could barely see but turning her head she could see her sister slowly moving in her own cocoon. Celestia tried to call out to her but the cocoon was soundproof. All she saw was Luna awake then open her eyes in fear and cower in the side of her cocoon and for what Celestia could see, her sister was whimpering. Although slightly amusing Celestia was too full of fear to smile all she could do was wait for someone, in her case Twilight and her friends, to save them so they could stop the changeling takeover.

===============

“Since when is walking on the outskirts of town, going to Apple Acres for a mug of Cider then sneaking through bushes to get to the closest alleyway to Twilights house a shortcut.” Rainbow Dash said in aggravation.

“Oh did I say shortcut?” Pinkie asked. “I meant "funcut". I mean we got cider wasn’t that fun?”

“UGGGGHHH!” Rainbow cried out.

"Never mind that we have to sneak over to the library." said Twilight

The mane six and Spike stood ready to dive into bushes and sneak their way over to the library. However, when Twilight gave the signal their minds went blank with fear and simply sprinted across the street. Spike quickly opened and shut the door as the mane six ran inside. The inside of the house was dark, pitch black even. As Rarity moved forward something hit her in the face.

"Uh Twilight," a concerned Rarity stuttered. "What's this?"

"Hang on let me turn on...the...light." She said, reaching for a light switch. "There we go- wait what the?"

The library had looked as if Pinkie' Party Cannon had gone off. In Rarity's face was one of many streamers, there were discarded cups and confetti on the floor, and on one of the tables was a pizza box from Papa Colts. As the six were looking at the room in shock spike quietly crept away.

"SPIKE!" Twilight called out in annoyance.

"What? I don't know anything about this. Here, let me go get a broom." Spike said, backing up slowly.

It was only a matter of seconds until Spikes desperate lie blew up in his face.

"Spike?" cried Applebloom from upstairs "Is that you?"

"Spike." shouted Scootaloo "Did you bring more pizza? I'm starving!"

"Hey Spike?" Sweetie Belle chimed in "Are you ready to part-...ohhhhh noooooo"

The three fillies stopped dead in their tracks as they saw the rather annoyed Twilight and their exceptionally angry older sisters. At first they thought they could possibly lie their way out of the mess until.

"LET'S PARTY" cried a young colt as he ran into the fillies.

"Snails! Watch out!" Snips shouted.

The fillies and two colts tumbled down right in front of the mane six. Spike tried to run but Twilight grabbed his tail preventing his escape. The kids looked up with expressions guilt, fear, and sadness (or in snails case confusion).

“What on earth are you ponies doing?” said Rarity.

“We…are…just…minding the house! Yeah, that’s it!” Sweetie Belle said with a desperate smile.

“Spike?” Twilight asked once again.

“Yep, that’s true we were trying to clean up the mess Snips and Snails made. Heh…heh” Spike said scratching the back of his head.

“Anything you two have to say about this?” Twilight said looking towards the colts.

“Yeah what are you up to? Talk! TALK!!” Pinkie shouted.

“We were…well…um.” Snips began.

“We’ve been having a party!” Snails shouted in fear “Don’t let the scary pony get us!”

“Ugh, you two are free to go.” Twilight said.

“As fer y’al,l” Applejack said angrily “Y’all should be ashamed of yourselves disrespecting Twilight like that.”

“It was Spike’s idea.” Applebloom protested.

“You should all be ashamed.” Twilight said glancing over to Spike.

“You go clean this up while we discuss a little problem we have.” Rarity said.

The Cutie Mark Crusaders and Spike started cleaning up the remnants of their party while the mane six huddled up and thought of a plan.

“I for one think we should never go outside again.” Rainbow Dash started.

“I second that.” Fluttershy whispered.

“Girls, you’re looking at this the wrong way.” Rarity stated. “If there are changelings here then we need to act as though we are completely normal to not arouse suspicion.”

“That’s right.” Twilight agreed. “Rarity and Applejack take your sisters home tell them to stay indoors. Rainbow Dash take Scootaloo home. Pinkie Pie and I will head into town and get some food. We may be here a while.”

“Twilight can I go check on my animals and tell Angel Bunny to watch over them while I’m gone?” Fluttershy asked.

“Sure, okay everyone meet back here in one hour no later.” Twilight said.

So they temporarily parted ways and Twilight and Pinkie Pie went into town. All seemed normal but Twilight kept a lookout. She knew when Changelings transformed they always had one thing different than the pony they change into. Pinkie for once was calm, which was both a good and bad sign. As they got into town square Twilight ran into a certain mail pony.

“LOOK OUT!” Derpy shouted as she crashed into Twilight.

*Thud*

“Oops sorry Twilight.” Derpy apologized.

“Oh, not a problem Derpy.” Twilight said with a reaffirming smile.

That smile, however, quickly became a look of fear as Twilight looked at Derpy. She had the same blonde hair, same goofy smile, and same coat color. But there was something wrong with the center of her face; two somethings actually. Her eyes would have looked the same to any other pony other than Twilight due to her observation skills. They were the same color, size, and in the same place on her head. But Derpy was looking straight at Twilight…

WITH BOTH EYES AT THE SAME TIME.

Chapter 5

Twilight stared in complete shock at the sight before her. Derpy's eyes never looked in the same direction for more than a few seconds at a time. Twilight knew this couldn't have been the real Derpy. Then another fear entered her head. If this wasn't the real Derpy then where was she? If this was a changeling then how many others were there?

"Derpy" noticed twilight staring at her so she started waving her hoof in front of Twilight's face.

"Are you okay Twilight?" Derpy asked with a concerned look on her face.

"Wha-? OH oh, yes, yes I'm fine.” Twilight stuttered.

“Okay.” Derpy said with a hint of doubt.

“Well, see you around D-Derpy.” Twilight said with a frightened smile.

“C’mon Pinkie let’s go.” Twilight whispered to her friend.

“Why we just got-” Pinkie began to say.

“Look around. They're everywhere.” Twilight whispered.

“Changelings?” Pinkie whispered back “All I see are regular ponies.”

“Regular ponies that are all slightly different than usual right?” Twilight asked.

As Pinkie began to look around the town she did see some strange things. Mr. and Mrs. Cake’s hair color had been switched, Lyra’s cutie mark was a guitar, and Berry Punch’s coat was red.

“Oh, so if they’re different then there a changeling?” Pinkie Pie asked.

“Yes.” Twilight whispered.

“Then yeah we have to get out of hear. RUU-" Pinkie Pie began to shout.

“Not so loud we have to make it realistic.”

So Twilight and Pinkie Pie slowly walked back to the library trying to act natural. The rest of the mane six also headed back, unaware of the danger they were in.

===============

Celestia sat in her cocoon prison next to her sister as she stared into darkness. She had been awake for quite some time now but was still unsure how long. Suddenly a light shone into the room they were in as two figure walked in. One, whom she could easily recognize, was Discord. The second figure appeared to be a Changeling but when it spoke she did not recognize its voice.

“Let me handle the prisoners.” It said to Discord.

“And let you ruin another task? Forget it!” Discord snapped back at it. “I’ve waited months to have both princesses in my control and I won’t let some bug-faced, thin-wing, hole-legged changeling mess it up.”

The voice returned almost in a softer tone.

“You know,” It began “I understand you’re tense but that last comment really hurt.”

Celestia rolled her eyes to the fact that she was letting herself be trapped by these idiots.

Discord said “When I think the princesses need to be moved to a different cell I will consult you. But now Chrysalis is in Ponyville and I believe she requested you.”

The two walked out of the room leaving Celestia and Luna alone in darkness. If that wasn’t Chrysalis who was that? Celestia thought and…wait…SHE’S IN PONYVILLE!?

===============

As the frightened Twilight and Pinkie Pie were let in by Spike they found out that the others were already there. All except Fluttershy who probably was being held up by Angel. The others had a concerned look on their faces as to what they had seen.

“Ah tell you somethin’ weird is goin’ on.” Applejack said. “When I got back Granny Smith came runnin’ in the back door faster than Winona chasin’ a rabbit.”

“I know. When I got back to Scootaloo’s place, Thunderlane came by but his hair was green. What’s up with that?” Rainbow said.

“Well when I dropped Sweetie Belle off at the Boutique Miss Cheerilee was walking by but her eyes were blue! They were green before!” Rarity said.

Just then Fluttershy came into the Treehouse. She quickly noticed her friends in a panic and tried to get out of there.

“Hey Fluttershy did you seen anypony acting weird or looking weird?” Rainbow asked.

“N-no why?” She stammered in confusion.

“Fluttershy,” Twilight began. “Not many ponies know this but I picked it up the last time the changelings attacked.” Twilight said.

“Yes?” Fluttershy asked, worriedly.

“When changelings transform into another pony they can’t perfectly imitate them. So the behavior, size, or color of the transformed changeling may be different.”

“You mean to tell me Granny Smith is a changeling?!” Applejack cried out.

“Miss Cheerilee as well?” Rarity asked concerned.

“And Thunderlane?” Rainbow added.

Twilight bowed her head in defeat as the silence in the room became anything but peaceful.

“Yes.” she simply said followed by a few muffled gasps and sad *sniffs* of the nose.

“Wait if some of our closest friends are changelings,” Applejack began. “Then wouldn’t our sisters and their friends be changelings as well?”

“NO NO NO NO NO!!!! SWEETIE BELLE!!!!!” Rarity shouted.

“RARITY! RARITY! It’s alright.” Spike said rushing to her side. “Don’t any of you guys worry. I had the door locked and we weren’t visited by anyone in the past day. So there is no way that anyone that was here is a changeling.”

“Oh thank you again Spike.” Rarity said while giving him a quick hug. “But wait if there alone then aren’t they in danger now?”

“Oh boy,” Twilight said. “But if we help them then we could get caught."

“Actually wouldn’t staying here alone in the dark alert the changelings even more than trying to blend in?” Fluttershy asked.

Twilight pondered what Fluttershy said for a moment then finally agreed.

“Fluttershy is right. We need to blend in. So go home get your siblings and look for any differences before bringing them into town. We will meet at the Carousel Boutique in 20 minutes." Twilight said to the group.

So all of the friends once again parted ways; Applejack and Rainbow Dash went to get their sister and honorary sister while Twilight, Pinkie Pie, and Rarity went to the Boutique. Fluttershy, however, crept off to a nearby alleyway. When she was sure she was out of sight she quickly brushed her hair to the side revealing a dark black patch on her forehead. Then she began to speak to a green cocoon lying on the ground and her voice began to change.

“Well it may not be romantic love,” she started then paused as she brushed off some of the dirt off of the front of the cocoon.

Inside sat a rather petrified Fluttershy cowering in the corner of it. Then a green glow developed around the fake Fluttershy as her shape and color changed then the green glow faded it revealed Chrysalis standing in front of the cocoon with a devilish grin on her face.

Then she continued her thought. “Although it is not romantic love, the love of friends should be enough to satisfy me…for now.”

===============

Had it not have been falling to the ground and hitting her head Princess Celestia could have stayed passed out forever. Slowly adjusting to her surroundings she could see that her and her sisters cocoons being split open by dozens of Changelings. Luna muffled curses toward the changelings but the buzzing of changeling wings droned it out. Celestia then felt herself forced to a standing position but she was too weak and could only kneel. Her vision was still hazy from being in the (gulp) cocoon juice (Sorry that was the best I could describe it) and could barely make out her sister among what it seemed like dozens of changelings

“Tia are you alright?” Luna said weakly.

“Yes I am Luna are you-?” Celestia coughed out in reply.

Celestia was quickly cut off as a deep cackle came from the doorway of the room they were held in. Celestia couldn’t see who it was exactly but she could tell it was the large changeling she saw before.

“Well, there’s proof that I can be trusted with the prisoners.” It said to the many changelings.

His statement was responded to by a chorus of buzzes and screeches.

“Ah Celestia how are you? Say, not still tired from your defeat earlier?” It said mockingly.

“You’ll…never…get.” Celestia began.

“Away with this? On the contrary we have gotten away with this. Now to business, Discord doesn't trust me with handling prisoners so I intend to prove him wrong. Changelings take them to the dungeon.”

Celestia slowly slipped out of conciseness once again as they were dragged off to the Canterlot dungeon.

===============

“Alright listen up everypony, listen up.” Twilight said in front of the small crowd. “For the three fillies that don’t know all of the details, yesterday my friends and I were called into Canterlot for an important emergency and it turns out the emergency was that discord was released from his stone prison.”

The fillies gasped in fear then showed signs of confusion.

“Question.” Sweetie Belle said, raising her hoof. “Who’s Discord?”

“Oh, right you don’t know about him. Well, he is the god of chaos.” Twilight answered.

“Ohhh.” the three fillies said in unison.

“Okay continue." Sweetie Belle said.

"Okay, so he was free and we got ambushed by changelings and made our way here." Twilight continued.

Once again there was a gasp of horror.

“So what’s a changeling?” Scootaloo asked.

“The things that attacked at the wedding.” Twilight answered again.

"Ok." Scootaloo said nodding.

With another interruption out of the way Twilight continued.

“So we came here but the train we took to get here had changelings on it and we believe that Queen Chrysalis lead her horde here to take over the town.” Twilight said.

“Question.” Applebloom stated.

“What?!” Twilight said obviously aggravated.

“Who’s Queen Chrysalis?” Applebloom asked.

“The evil queen of the changelings. Where were you when all of this was being revealed during the wedding?” Twilight asked the fillies.

“At the snack table.” Sweetie Belle said sheepishly who was then bombarded with glares from the other two fillies.

Twilight's mouth stayed open in amazement for a few moments before she cleared her throat and began again.

"Alright so this is my plan so everypony listen up. Every hour we will send out one person for five minutes to scout the area and to not raise suspicion while the ponies in here protect the boutique. I on the other hoof will look for a teleporting spell for all of us and I will also look for the elements." Twilight concluded.

“What if the changelings find us?” Fluttershy asked.

“If they find us there should only be a few and we can fight them off.” Twilight responded. “Why?” She asked.

“No reason.” Fluttershy said while holding back an evil smile.

“Alright I’ll take the first shift of going outside.” Rainbow dash stated with pride. “Besides, if there are a few changelings outside how bad can they be?” She said confidently.

Rainbow Dash flew outside quickly while the rest of the friends guarded the windows and the door. Twilight began to flip through her spell books when suddenly a high pitched buzzing noise assaulted her eardrums.

“Ow hey,” Twilight began. “Does anyone else hear that buzzing?” She asked the group.

”I don- OW,” Applejack said in pain. “Yeah sugarcube I hear it.” She said holding her ears.

“Me too” Rarity said in agony.

“Me three” Pinkie Pie said.

Just then Rainbow Dash came barreling into the boutique she crashed into a pile of fabrics then huddled in the corner.

“Rainbow Dash are you alright?” Scootaloo asked concerned.

“Changelings…lots…looking at…changelings…scary…coming towards me hehehe.” Rainbow stuttered in pure terror.

“Rainbow snap out of it.” Applejack said while bringing a hoof on her head.

“AAAAAAAAAAAH! We gotta get out of here.” Rainbow shouted “They’re coming!!!” She shouted pointing at the front door.

“Who?” Twilight asked.

“Uhhh, Twilight look.” Spike said in fear.

The mane six and the CMC went over to the windows. Outside they saw a something that even an ursa major would find
scary. Outside was everypony in town except they had glowing green eyes and a creepy, evil grin on their face.

“They’re all changelings?!” said Twilight in disbelief.

“Hey maybe that buzzing we heard set them off!” Pinkie said.

“You’re right Pinkie and I can track it with my magic.” Twilight said.

Her horn began to glow a light purple as she turned around the room. She suddenly stopped in one location not knowing who she was pointing at.

“Okay the buzzing is coming from…Fluttershy?” Twilight said in confusion.

Everyone moved away from Fluttershy in confusion and fear. Suddenly the front door and windows were busted in as dozens of changelings, still in the form of ponies, charged in. Then Fluttershy began to speak as the changelings revealed their true forms.

“You six really are easy to fool. I mean I get you to jump off a train to then take over your entire town. You have got to be kidding me and you thought I was your friend?” She shouted.

“Fluttershy wha-?” Twilight began.

“First it’s not Fluttershy.” She began “Second,”

As she started saying that a green glow engulfed her and then the small pegasus turned into the tall, slender changeling. “Second, its Queen Chrysalis!” she shouted.

The now five friends and three fillies were now cornered in the side of the boutique with the changelings rapidly advancing on them. Suddenly, Rarity remembered the secret exit she made in case of the paparazzi found her.

“Quick in here.” Rarity shouted as one changeling leaped out at them.

The ponies ran through the door and chrysalis was left with her horde.

“Get them.” She said bluntly and with dozens of screeches following her command.

The ponies found themselves in an alleyway and they began to run. They got about 20 feet until…

“Ow!” Applebloom shouted in pain.

“Applebloom are ya, oh ma gosh!” Applejack shouted.

On the ground lying next to Applebloom was a green cocoon with Fluttershy curled up facing the ground. As the rest of the friends arrived at the scene they started tapping on the cocoon to get her attention. Fluttershy feeling the vibrations of the cocoon turned around to see her friends looking inside the cocoon. They could see here saying something but they couldn’t hear her.

“Stand back ya’ll I’ll have her outta’ there in a sec.” Applejack said

They could hear the changelings right around the corner and so Applejack gave the cocoon her strongest kick. Her back legs hit the cocoon with a deep thud but that was it. The cocoon remained unaffected other than the push of the kick. Now they could see the changelings’ shadows around the corner. Just then a head poked its way around the corner and it began to charge.

“What do we do?” Rarity shouted.

“Allow me!” Sweetie Belle shouted.

Just as the changeling jumped towards them Sweetie Belle screamed out one of her classic notes. The note was G8 above middle C which was enough to not only stun all of the changelings but it was also enough to crack the cocoon with the vibrations which Applejack easily broke open with a medium kick.

After Fluttershy was free the friends ran out of Ponyville as changelings quickly gained on them. They barely got out of Apple Acres when they were less than 50 feet apart from the changelings.

“We can’t outrun them.” Rainbow shouted. “And that’s coming from me.”

“Twilight you guys get out of here me and the Cutie-Mark Crusaders will hold them off.” Spike said.

“What Spike no I can’t-” Twilight started.

Her protest was met with Spikes pleading eyes the same went for the CMC and their siblings.

“Please go, you can stop Discord and Chrysalis and make everything right.” Spike said. “We’ll be okay.”

Twilight looked at the oncoming changeling army and then to the remaining distance to the Everfree forest and then to the siblings of the CMC with tears in their eyes but assuring smiles on their faces, then back at Spike.

“Okay,” She sniffed “Goodbye Spike I will come back for you.”

Then the mane six ran off into the woods and Spike and the CMC stayed behind. They looked at the changelings now only 40 feet away.

“Are ya ready?” Applebloom asked.

The Changelings were now 35 feet away.

“Yes, Scootaloo?” Sweetie Belle asked.

30 feet away.

“Yeah. Hey, I just thought of another CMC mission.” Scootaloo said desperately.

25 feet.

“Mind if I join in?” Spike asked.

20 feet.

“Alright we know what we are doin’ exactly?” Applebloom asked.

15 feet.

“No idea. Are we ready?” Spike asked.

10 feet.

“Yeah!” The three fillies said as they all joined hooves and a claw.

5 feet.

“CUTIE MARK CRUSADERS CHANGELING DEFEATERS AAAAAAHHH!!!!!!!!!!!”

===============

The last thing the mane six saw was the CMC run straight into the changeling crowd and then a few flames and a few changelings getting thrown in the air. Despite their small numbers they did slow the changelings down but not for long. The mane six didn’t bother to look back at the still pursuing army. However they didn’t do a very good job looking forward either, because no one noticed the small patch of blue flowers, which only grow in the Everfree forest, which they quickly ran through.

Chapter 6

The mane six continued to run blindly through the forest as impending doom was almost breathing down their necks. After a few minutes of running they felt secure in that the changelings were gone. Rainbow Dash even flew up into the sky for a moment to look around. Even at that great height she could barely see Ponyville. Once again in the forest with nothing but despair and fear on the hearts they walked along in silence. After a while it began to get darker. This time however they did not know where they were going, they didn’t have any supplies, and even though they were miles away; they felt that the changelings were very close to them. They were lucky this time however because only moments after nightfall they spotted a cave where they decided to spend the night.

“About back there I’m sorry she came out of nowhere and she-” Fluttershy said tears forming in her eyes.

“Don’t worry Fluttershy” Applejack said comfortingly “She fooled us all.”

“Thank you for saving me.” Fluttershy said “I-I just wish I could have thanked Sweetie Belle.”

"That’s alright dear.” Rarity said “She knew you were thankful."

The mane six walked into the cave once again silent, all thinking about the fillies and Spike’s bravery. After a while of staying up they began to get dreary and start to fall asleep.

“Alright,” said a rather sleepy Twilight. “To take down this army we need help. I thinkt we could find Cadance and Shining Armor for some help since the changelings probably haven’t gotten to the crystal empire yet.”

Her statement was answered with a few weak yes’s and a few yawns. Twilight tried desperately to stay awake and stand guard but she ever so slowly drifted off to sleep. Still a strange feeling in her gut did not make it a restful sleep.

===============

The sound locking cuffs and rattling chains was hardly a warm awakening for Celestia. She was still groggy from being in the cocoon but a loud voice showed her that Luna was wide awake.

“THOU DEMAND TO KNOW WHO YOU ARE AND WHY YOU HATH BROUGHT US HERE!!!!” Luna boomed in her royal Canterlot voice.

Celestia often thought Luna was foolish at time but when Luna used the Royal Canter Voice; even Celestia feared and respected Luna due to her anger.

“L-luna.” Celestia said weakly.

“Don’t worry Tia I can get us out of here. ONCE THIS SORRY EXCUSE FOR A PONY INFORMS THEE WHERE WE ARE AND WHO HE IS!!!!” Luna shouted once again.

“Dear, Luna you don’t need that brutal voice with me I am simply following orders.” The figure said.

At that comment Luna’s blood began to boil. “ORDERS!!!! WHO’S ORDERS ARE Y-”

Luna was suddenly cut off by a magical force that was holding her mouth shut. Around her muzzle was a dark green aura that matched the aura around the figure.

“I would watch your mouth princess.” The figure threatened in a deep raspy voice. “Before I seal it shut.”

After he said that Luna stopped talking and lowered her head.

“Now,” the figure continued.“ You both are in the Canterlot dungeons in my special chains, and shackles. They are both impervious to magic and prevent you both from moving. I have also cuffed your wings to you sides to prevent flight and have cuffed your horns to prevent magic. Oh, I almost forgot only I can reverse the effects so even if you do escape you can’t fly or use magic unless I deactivate the spell.”

After hearing that Luna decided to speak up. “But how? You are just a changeling?”

“Correction, I am a very powerful changeling. One who will make your lives worse than being imprisoned if you escape.” He said.

Just then another normal changeling crept into the room. Celestia was amazed at the size of the one that imprisoned them. It looked to be about the three fourths her height. He could probably reach the bottom of her chin. She heard him mumble something about the queen then someone escaping. Then he said to tell her he would look into it. Then they left and shut the cell door; once again plunging the princesses back into darkness.

===============

“At last I found you!” Chrysalis shouted.

Twilight opened her eyes and was stricken with fear. She saw dozens of changelings surrounding them in their cave. All of her friends were being pinned to the ground and being dragged away. Twilight was being held to the ground by her forehooves while Queen Chrysalis stood laughing over her.

“Let them go!” Twilight shouted in despair.

“No no, the time for releasing anyone is gone. I have been in the archives and I have found a spell to stop a pony’s heartbeat…forever.”

Chrysalis’s horn began to glow as she leaned forward to Twilight's head. Twilight's mind went blank as the glow began to blind her. She heard her friends cries fade as Twilight could feel her heartbeat slowing.

With one final breath Twilight screamed weakly into the night. “NOOOOOOOOOOOOO-”

===============

Twilight shot up as she finished her scream of terror. “-OOOOOOOO!!!!!!!!!!”

She was out of breath and covered in sweat as the fear of her nightmare lingered on. One thing that also scared her was that Luna wasn’t there to comfort her during her dream. Looking around the cave she saw her friends sleeping peacefully. Well, sort of; she could tell they had something on their minds. They were all tossing and turning. She couldn’t blame them of course she was woken up by a nightmare. She laid back down hoping to have a more peaceful sleep. Something however still felt off with her. The feeling in her stomach was stronger and she felt a bit dizzy. Just as she was about to go to sleep she passed out.

===============

Twilight woke up cautiously as to not wake up anyone else. She was thankful that the strange feeling in her stomach had finally left. She walked out of the cave into the daylight and looked up at the sky. It was a clear day one that would be perfect for a picnic or a nice walk around town if the town wasn’t invaded by changelings. She then thought of how the princesses were doing and hoped that they were alright. Possibly that they were even searching for them right now. She heard Pinkie Pie beginning to get up so she walked into the cave to say good morning. It seemed almost impossible for Pinkie’s hair to be crazier than normal but it was. It looked as if it was twice the size of her head. She began to brush it down when she heard Twilight walk up behind her. Pinkie turned her head to say good morning when she heard Twilight gasp.

“P-Pinkie w-what’s on your sides?” Twilight stammered.

“What? What’s on my side?” Pinkie asked in a panic.

Twilight pulled Pinkie over to a small pool of water on the cave floor and then Pinkie screamed.

“OHMYGOSHOHMYGOSHOHMYGOSH I-I have wings!!!!” Pinkie shouted.

“Yea- wait what?! You’re happy?” Twilight asked in confusion.

“Of course! It’s so exciting! By the way where did your horn go?” Pinkie said, taking a break from her joy.

“My horn is right he-” Twilight began as she felt her forehead, but since she couldn’t feel it she looked into the puddle and her eyes almost bulged out of her head.

Her shriek of terror was enough to wake up a sleeping Rainbow Dash.

“What’s goin’ on?!” She shouted in annoyance.

Her question was followed by two screams. She began to scratch her head when she felt something there. Rainbow Dash ran straight to the small pool on the ground as she saw that a horn had grown on her head. The real scary factor to Rainbow Dash was that her wings were gone. The three ponies heard someone waking up behind them.

“What they hay is goin’ around here” Applejack said. But when they looked over to Applejack she was still asleep on the ground. Then they looked over at Rarity who spoke again in Applejack's voice.

“Um, hello what goin' on with y’all?” Her voice asked again.

Seeing that Applejack’s voice was coming out of Rarity’s mouth plus all of the other shocks of the day caused three more screams. Which woke up Applejack's body.

“WHAT IN ALL OF EQUESTRIA IS ALL OF THIS SHOUTING ABOUT?” Rarity’s voice said.

Which only caused more shouting.

“Why are we all shouting I mean-” Rarity began.

After Rarity said that she released a scream so loud and high pitched that a deaf pony somewhere gained hearing and then instantly fell to the ground in pain due to the scream.

“Why am I over there and why is my hoof orange?!” Rarity continued to shout in her confused riot.

Twilight once again being the levelheaded pony she was…fainted.

After being revived after a few seconds her friends looked somewhat calm.

“Okay sugarcube,” Rarity’s body said. “What’s goin' on?”

“I don’t know.” Twilight said.

Then something caught her eye. A certain blue flower in the middle of the cave.

“Is that?” Twilight said walking towards the suspicious flower.

“Oh no it can’t be.” Rarity said in horror.

“Yep.” Twilight said with confidence. “Poison Joke.”

The response was acceptable. It included a bit of pouting, stomping of hooves, and one fake faint.

“Alright everypony just calm down.” Twilight said.

Almost on cue a deep rumbling sound came from outside the cave. The five friends slowly backed into the corner of the cave.

*boom*

“Wait, where’s Fluttershy?” Rarity asked in distress.

“She must have gone outside before we woke up.” Applejack said.

“I hope she’s in better shape than us.”

*BOOM*

Another sound it seemed as if it was almost outside. Suddenly, a tree fell on the ground right in front of the entrance. The five friends braced for the utterly terrifying monster that was right outside their shelter.

“Umm h-hello?” A small voice whimpered.

“Fluttershy wh-what are you doing out there and what’s causing all of that noise.” Twilight asked.

“You can come outside just don’t be scared.” Fluttershy said nervously.

“Now why would we be scared of you sugarcube?” Applejack (still in Rarity’s body mind you) said.

The second they got outside the question was answered. Outside of the cave there was a broken tree on the ground and a tree stump with a hoof on it. Only this hoof belonged to Fluttershy and it was huge. Standing at about 50 feet from ground to head stood Fluttershy who was now about 10 times the size of anypony. Her friends, who were now as small as baby rabbits to her, looked up at her in awe and somewhat of fright.

“Fluttershy what happened?” Twilight asked in disbelief.

“I don’t know I got up last night and I felt funny so I went outside to get some air then I saw that lake over there and I went to get some water, I passed out an-and…” Fluttershy said tears forming in her eyes.

“Oh boy.” Pinkie said as she could see Fluttershy was about to cry.

“Everypony for themselves!” Rainbow Dash shouted.

“WHAAAAAAAAHAAAAAAAAHAAAAAAA!!!!!!” Fluttershy cried tears bursting out of her eyes. On the ground the tears were roughly the size of a normal pony’s head were crashing to the ground while the friends quickly dodged them.

Applejack (In Rarity’s body. This is the last reminder so don’t forget) ran over to the side of the cave and hopped up on the rocky side of it until she was about at Fluttershy’s shoulder then she jumped on her and walked over to the side of her head and began stroking her mane in a comforting fashion.

“It’s alright we can fix this. Don’t worry Fluttershy you’ll be back to normal in no time.” Applejack said quietly.

Applejack stayed to comfort Fluttershy as she began to calm down and slow her crying.

===============

“So let’s go over the facts.” Twilight said. “Rainbow Dash has lost her wings and now a horn, Pinkie Pie now has wings, and I am just an earth pony; Rarity and Applejack have switched bodies; and Fluttershy…” Twilight paused as she looked up and the gargantuan pegasus on the brink of tears again. “Anyways, we know where we have to go from here.” She expected an answer right away but when she looked out at the confused faces in front of her she simply sighed and continued her thought. “Zecora. We are going to Zecora’s hut, she has the cure for poison joke.”

Her statement was met with little praise. It was clear to Twilight that her friends had about enough suffering. They had bailed out of a train, watched as the place they called home get taken over by changelings, and now this. Now they had to suffer through yet another prank from poison joke. Twilight let out a sigh of defeat as they left the cave when they heard Fluttershy.

“Would you guys…um…like a ride?” Fluttershy asked awkwardly.

At first only awkward silence was the only answer until Rarity finally spoke up.

“W-why yes darling, thank you for the kind gesture” Rarity said while giving an awkward smile.

Fluttershy then crouched down and held out a hoof for her friends to walk up. Due to her size everyone had plenty of room on her back. However, in her gentle nature and her giant size she still walked slowly. At 50 feet she was barely below the tree line if she bent her head down. She could hardly walk without knocking over a tree let alone making noise. She kept creeping along until she reached a clearing. She was going to go around it until something caught her eye. She stared off into the distance until she realized where she was looking.

“Oh my,” Fluttershy began “Look it's Canterlot."

Her friends on her back ran up to her shoulder to see the disaster zone that was Canterlot. In the distance they could make out. Hundred of changelings flying in the sky and the same covering on the cocoons draped of the castle and many other important buildings.

“Well, let’s keep goin’ it looks like we are running out of time until that happens to all of Equestria.” Applejack said.

“You know something,” Rarity said “Discord made that big entrance in front of us and then he disappeared so I am just wondering where he went.”

“Well wonder no longer my sweet Rarity.” said a strange voice.

“Ah! Who said that?” Fluttershy asked as she turned her head to the right frantically, only to be met by an equal sized head sticking out of some kind of portal.

“Me.” said Discord bluntly.

That was enough to send Fluttershy over the edge in fright and was responded to by a large pegasus jumping up then falling to the ground with a mighty thud. Also five other ponies fell to the ground as well but their thuds were drowned out by Discord rolling around with laughter.

“Discord...” Twilight said in anger.

“Yes we have established that.” he replied, wiping the tears from his eyes. “Do you like what my patch of poison joke has done? Naturally having a 50 foot tall pony that was against me was a little alarming at first. But when I found out that the pony who had the size advantage would faint at the sight of a spider, it brought me some relief.”

“Your poison joke?” Rainbow Dash asked

“Yes, my poison joke. I made that patch appear just as you ran in the forest just to give you the trouble of having to deal with it. I also led those timberwolves to you and helped the changelings take over Ponyville. Sure I wanted to lead Chrysalis to you; but seeing you ponies get tortured by your journey alone is just too fun! HAHAHAHA! Well I see you all are busy so I’ll catch up with you later. Bye!” Discord said with a mischievous grin.

As he disappeared back through his portal the mane six could still hear his menacing cackle.

“Come on.” Twilight said “Zecora’s hut is on the other side of this clearing."

As they ran off Discord once again opened his portal to see them running then with a snap of his fingers said “Hmmmm Zecora....Chrissie you know what to do.”

===============

Twilights heart soared as she saw that lights in Zecora’s hut were on. Despite her friends being a good 20 feet behind her, Twilight ran toward the hut and barged in the door. At first she didn’t see anything unusual until someone or something swung a staff and hit Twilight in the head knocking her out cold.

Chapter 7

“Is she waking up, oh I hope she isn’t dead.” Pinkie Pie worried.

“She’s not dead Pinkie, At least ah think so.” Applejack replied.

“Quiet Pony folk look at her eyes. Twilight recover from your daze, arise.” Said a familiar voice.

Twilight wearily looked up at her four concerned friends. She then turned to her side and saw one giant eye looking in through a small window. She didn’t have to think hard to know the last pony to talk was Zecora since it was in rhyme. She slowly sat up and looked around. She was lying on what she assumed was Zecora’s bed. She could see a pot of mysterious liquid in the other room, probably responsible for her revival.

“H-how long was I out?” Twilight stammered.

“Only a few minutes darling.” Rarity replied “We found you knocked out at Zecora’s door and she made a revival potion to wake you up.”

“Yes,” Zecora began “It might have been me who hit you on the head, so I brought you in here to my bed. I fixed up a potion because for that I have a knack. It was strong enough to quickly bring you back.”

“But, why did you hit me in the first place?” Twilight asked.

“I saw the invasion of Ponyville and I did mourn, I thought you were a changeling because you had no horn. But when I heard that you were morphed by that trickster flower, I knew you had not fallen to Chrysalis’ power.” Zecora said happily.

“That’s why we’re here Zecora; we need the cure for poison joke.” Applejack said.

Zecora turned and thought about the ingredients she would need to make another batch of the antidote for a minute then she turned again and faced the group.

“I cannot make a potion to change you back, for a main ingredient I do lack.” She said walking over to the main room in search of her recipe book.

“You can’t?” Fluttershy said from outside of the hut.

“Well we can get it for you.” Rainbow Dash said. “What is it?”

Zecora then motioned the ponies to the main room. Fluttershy of course just stepped over the hut and looked through the door. Zecora then flipped open the book to the picture of a rock.

“The ingredient I need is called the sunlight stone, it shines brightly in sunlight and but is dark when left alone. It dissolves in the potion so its effects can spread out. For the potion will not work if it is without."

“Great, where do we find this stone?” Twilight asked.

“I do not think you will like this answer, no you will not. I receive this stone monthly from the royal vault at Canterlot." Zecora said shaking her head.

===============

“For the last time Luna you can’t get out.” Celestia said to her sister.

“How would you know if you haven’t even tried?” Luna shouted back.

The two alicorns had been locked up for hours now and even though they were only being held by chains their mysterious captor was right when he said they were unbreakable by magic. For the last few hours Luna had been trying to use her magic but all of the power was being stopped at the base of her horn not even able to break that chain. So she had been failing for hours now and her anger and frustration were beginning to show.

“Luna stop this. Twilight and her friends will soon come to save us.” Celestia said calmly.

“How do you know?” Luna asked angrily.

“Because I know Twilight; although smart and good with magic she is also one of the most stubborn ponies I have ever met. We saved them and I know they will come for us.” Celestia said, still trying to calm Luna.

“What if they fail?” Luna asked.

“They won’t.” Celestia replied.

“But what if they do?” Luna retorted back.

“Why can’t you just hope they do come instead of worrying?” Celestia questioned.

“I can’t.” Luna said quietly.

“Why not?!” Celestia said now raising her voice.

“Because I was just imprisoned for a thousand years and I’m not going to go through it again!!!!” Luna shouted in her royal Canterlot voice with tears forming in her eyes.

After she finished shouting she fell to the ground and began to sob uncontrollably.

“I’m not going back to being a prisoner it-t was d-dark… and c-cold… and l-lone-ly” Luna said while sobbing into her hooves.

Celestia had never seen her sister like this. Not only had Luna never used the royal Canterlot voice so harshly toward her before but she had never seen this sad, scared, child-like weakness in Luna before. Luna always tried to be strong in the midst of others time of weakness. So to see her bawling her eyes out Celestia knew she had been scared on a whole new level. Celestia knew that Luna wasn’t upset about being sent to the moon by Celestia. They had already talked over why it happened and why it was a hard choice for Celestia to make. After that talk they never spoke of it again. So Luna bringing it up now showed that she had been scared because of being trapped on the moon for that long lonely millennium. Seeing Luna like this almost brought tears to Celestia's eyes. However she knew she had to stay strong for Luna's sake.

"Don't worry Luna," Celestia said in a very calming and peaceful voice. "They'll find us...they'll find us."

===============

"Bye Zecora! Be safe!" Twilight shouted as they left her small hut.

"Goodbye my pony friends, be careful on your way. Defeat the evil villains, free your friends and save the day!" Zecora shouted triumphantly as she shut her door again.

Hearing her say that rhyme so passionately brought out a small chuckle in their group as they walked away. Along this journey there were only a few moments where the group was happy and felt secure. The first time seeing spike save them from the timberwolves, this was the second time. Twilight knew that she wouldn't want to be a changeling fighting Zecora. She laughed at the numerous painful things Zecora would to a changeling. All of her happiness seemed to die when she looked at the distant city of Canterlot. It looked more like a hive than a city and Twilight knew inside that getting that stone would not be easy. At least they only had to drink the potion rather than prepare a bath. The sun was high in the sky and the mane six hurried through the Everfree forest, hoping to reach the edge of the city by nightfall. They were rather far in their journey when suddenly there was a flash of light. When they looked up there were large force fields separating each of them.

"MWHAHAHAHAHAHAHAHAHAHA." A voice laughed out of nowhere.

None of them even had to look up to know who the one laughing was.

"Discord." Twilight said.

"Hello once again my little ponies." Discord began. "Ready for some more fun?" He said with a twisted grin.

"Haven't you caused enough harm?" Rarity asked angrily.

Discord thought for a moment then said "Nope!" in a mocking tone.

The mane six simply stood and glared at Discord as he continued. "Now listen my little ponies this next obstacle I put before you is a challenge. You see Chrysalis doesn't think that you can function with your new disabilities. She thinks that the poison joke will be enough to stop you. But I know you all better than that. So I've issued a little challenge, that hopefully should stop you once and for all. You will be rejoined at the end of this path if you succeed, but you have to complete your challenge in your new form. If one of you doesn't finish then all of you fail. If you fail, then I win. Good luck, or not."

"BWHAHAHAHAHAHAHAHAHA!!!!!!!!" Discord chortled as he vanished.

Discord one again left the ponies very confused and rather angry.

"Come on girls," Twilight said. "The princesses need our help just go forward until we meet up again."

"Good Luck!" Applejack said.

"Let's go!" Rainbow Dash shouted.

And with that the mane six split up running head first into Discord's maze of trouble.

===============

Rainbow Dash ran through the forest weaving in between trees and straight though the force field walls.

If only I had my wings I could get through this faster she thought to herself.

All of a sudden she heard a loud roar coming from under the rocky area in front of her.

Oh great, a dragon just what I need. She thought.

She however, never saw a dragon she just saw a large pile of boulders in front of her. They were too large for her to jump up and she couldn't fly over them without her wings. Then she saw a smaller rock that seemed to be holding up the pile. She ran over to it and tried to kick it out of place, but it wouldn't budge. Then she remembered what discord said.

"You will be rejoined at the end of this path but you have to complete on task in your new form."

She looked up at her horn then took a step back. She concentrated all she had on moving the stone.

C'mon Dash move the stone it's one of the easiest things a unicorn can do. She said, trying to encourage herself.

Just then the stone moved and the boulders tumbled to the ground, as did Rainbow Dash. She was sweating and panting; she lied on the ground for a few minutes then shakily rose to her feet. She then jogged off the end of her path.

One down she thought five to go. She smiled.

===============

Fluttershy walked slowly though the forest toward the end of her path. She came across a canyon and hopped over it. The canyon seemed to be about 30 feet deep into a stream and 20 feet across.

Well, that must be my challenge She thought to herself.

She began to walk a little faster and a smile came on her face. Her smile than faded when she reached a giant cave almost 200 feet high. She nervously backed away when she realized that she had to continue on for her friends. She looked back in the cave a saw a light at the end. She took a deep breath then ran into the cave at full speed. She got about 500 feet into the cave when she ran into something. It was cold and rough and seemed to go up forever.

She heard a low rumbling sound and thought one thing... dragon.

The beast blew a large beam of fire in the cave lighting it up instantly. Fluttershy didn't waste any time and ran toward the exit. The dragon had. Not yet seen her in daylight so it knew nothing of her size. She kept running and then realized that the exit she thought was big enough to escape ended up being half her size. Then she knew her challenge. She closed her eyes, picked up speed, and rammed right through the wall. The explosion of dirt and rock was amazing and she landed on the ground unharmed. The dragon was blinded by the sudden flash of daylight and crept back into its cave. Fluttershy looked back for a second, brushed the dirt and rock out of her mane and continued walking.

===============

Pinkie pie hopped along the path with only happy thoughts.

I wonder what my challenge is. Oh, I hope I do well. Oh, wait! I hope I get to use my wings. She thought happily to herself.

Within the next few moments Pinkie Pie realized she’d get her wish. She came to the edge of a deep canyon with a raging river below and it was far too wide across to jump.

Okie-dokie-lokie, let’s do this. She thought, getting ready.

She fluttered her new wings a few times to prepare for the flight then ran of to the edge. As her foot left the edge she realized that instead of flying she started falling to the ground. She was about to hit the rushing waters when her wings flung open. The wind created from her falling lifted her up into the air and then over the small canyon. She had a bit of a problem landing and ended up face first into the ground; but she got up brushed herself off and continued on her way. As she went on her way she continued having happy thoughts.

Whee! That was fun I hope I can fly some more, or was that gliding, or was it extended jumping or…

===============

As Applejack walked on her way she hated the fact she wasn’t in her old body; Rarity’s thinner less athletic figure had made the walking harder and tired Applejack. She was about to take a rest when she heard a rumbling coming from the cave nearby. She went to investigate but couldn’t continue because of the darkness of the cave. She looked to see if there was another way around it when she saw a sign on the entrance to the cave. On the sign it read:

Applejack, I see you have made it to your challenge. Inside this cave there are two paths one which leads to a gem on the other side which is also where your friends will be; or a pit that falls deep into the caves of Equestria and you will never be seen again, if you survive the fall that is. I would advise you choose wisely.
Love, Discord

“Discord.” Applejack muttered under her breath. "Doesn't he just get a kick out of watching ponies suffer and then have the nerve to upright insult 'em to."

Once again the rumbling sound echoed from inside the cave. It sounded as if someone was hitting something against the cave wall. Then it stopped so Applejack continued. She was about to go into the cave without a plan when she remembered Rarity’s horn could find gems. So rather than take a guess as to where the safe path was Applejack voted to use her horn. Applejack bent down and concentrated on finding the gem. Finally her horn pulled her up and lead her into the cave. She took many twists and turns but couldn’t see where she was going. Just then rocks began to fall from the roof of the cave she was in. Suddenly, she could see light and the pile of gems on the other side of the cave she ran out into the sunlight just as the cave collapsed in behind her. She took a moment to wipe the sweat off of her brow before going to meet her friends. She just hoped they were just as lucky as she was.

===============

Rarity trotted along through the forest following the path that the force fields lead her down.

These hooves are filthy. She complained. Applejack clearly does not care about personal appearance, although I already knew that.

She stopped suddenly when she was lead to the entrance of a cave.

Oh no! I am not setting one hoof inside of that dark, damp, and disgusting cave. She resisted.

Just then she heard a rumbling and saw many large boulders falling off of the side of the mountain right above her.

On second thought how bad could it be?

Using Applejack’s strong legs she sprinted into the cave dodging falling rocks along the way. She barely slid into the cave before the final rock crashed to the ground blocking her only know exit.

Well, I do have to give it to Applejack, that mare is strong. Then a wave of panic hit her. OH NO! How do I get out of here?

Just then she saw a small speck of light coming through a hole in the side of one of the cave walls. She walked over to it and looked through. Although she couldn’t see much, she knew that it was the way she wanted to go. Rarity dug at the wall with her hooves and hit it a few times but it didn’t break away. Then she realized what she needed to do. Rarity backed up, turned around, raised her back legs and with a powerful blow bucked the wall down. Rarity quickly got out of the cave and looked at the forest around her. Suddenly, the cave collapsed behind her and gave her quite a shock.

Wow, I would not want to have to have been in there while that was collapsing. She thought to herself, unaware of the irony that occurred.

===============

Twilight walked cautiously through the forest awaiting her challenge. She was going over the possibilities in her head and was rejecting most of them. She was about to stop and think when she heard some laughter coming from down the stream she was passing. She walked back a bit and saw Pinkie Pie through the force field. Twilight tried to follow her but she got separated by trees. Just then she heard the sound of falling rocks and saw Rainbow Dash on the top of the nearby mountain. Just then a loud roar came from inside and Twilight saw Fluttershy burst through the side followed by a dragon. As the dragon crept back inside, Rarity kicked a cave wall out and came outside, followed by Applejack coming out of a nearby opening. Twilight then realized what her challenge was. She had to meet up with her friends without magic. Teleporting would have made this task many times easier but since she was only an earth pony she had to cover the ground on foot. First Twilight ran toward Pinkie Pie whom had seemed to have vanished. Just then Twilight heard some faint humming and saw Pinkie Pie bouncing by.

“Pinkie!!!” Twilight called out.

Pinkie turned and acknowledged her friend with a smile and a wave.

“Follow me! We have to meet up with the others!” Twilight shouted out.

“Okay!” Pinkie said as she ran toward Twilight.

Twilight knew that she was running out of time to meet up with her friends but she had a plan. Twilight found a giant clearing in front of the side of the mountain her friends came out of and stood there with Pinkie Pie. Fluttershy was the first to notice them and joined them by their side. Applejack and Rarity followed and they stood waiting for Rainbow Dash. Just then Fluttershy turned her head and gasped.

“I can see Rainbow Dash, and it looks like she’s in trouble!” She said. “Here hop on.” She added extending a wing.

As Fluttershy ran through the forest Twilight saw what she meant. Rainbow Dash was running toward the bottom of the mountain that Canterlot rested on, followed by at least a dozen changelings. Fluttershy began to pick up speed as they got closer. Rainbow reached the end of the mountain and turned around to see her pursuers surrounding her. Just then Fluttershy jumped out through the trees causing a decent sized quake in the ground when she landed. Twilight, Rarity, Applejack, and Pinkie Pie jumped to the ground and charged toward the changelings. Just before Twilight Sparkle gained her balance from the drop she saw her friends running at the small pack of changelings on the ground, and a few hundred more flying over the mountain.

Chapter 8

The giant swarm only took seconds to capture each of the six and pull them up the mountain. The main six fought against them the entire time but to no avail. Twilight was sure that Fluttershy could overpower them until she saw one of the most horrible things. She saw Fluttershy cowardly backing into the forest until she was out of sight. Twilight couldn’t believe her eyes. She knew Fluttershy was timid but she would help her friends if she needed to. Twilight then looked up at the Canterlot Castle. It looked as if Queen Chrysalis had really made herself at home with the decorating because it looked like her royal hive. The hissing of the Changelings was droning out almost any other sound and the five friends were begging in their minds for it to end. Finally they saw the balcony of the tallest tower, were pulled up above it, and were dropped from ten feet up. Not even Rainbow Dash could expect the fall and they all fell to the ground with a sickening thud.

“Well, what did I tell you Chryssie? Look at our success!” Said a voice that only could belong to Discord.

“Alright, You were right now can you stop being invisible already it’s gotten annoying.” Queen Chrysalis responded.

The five friends were being dragged into the throne room of the castle right in front of two thrones. One was a dark sleek black while the other looked exactly like the one Discord sat in the last time he took over. Only this time he was winning. At last the changelings dropped the ponies to the ground and stood back. Twilight shakily rose to her feet only to be knocked down by Queen Chrysalis’ hoof.

“Well, well, well, my little ponies enjoying the chaos?” Discord said mockingly.

“Wh-what have you done with the princesses?” Twilight asked weakly.

“Oh you’ll find out soon I just have one question.” he said while snapping his fingers on his right hand.

Just then Spike, Applebloom, Scootaloo, and Sweetie Belle were lead in by some changelings through the side door. The friends looked up and gasped.

“Sweetie Belle!!!!” Rarity shouted as she ran towards her sister.

The changelings around her began to charge but Discord called them off. Rarity hugged her sister tears forming in her eyes.

“I-I thought I would never see you again.” Said Rarity on the verge of crying.

Just then as Rarity hugged her again a green glow came from her horn and engulfed her. When Rarity looked up she saw she was hugging a changeling. She screamed and ran back to her friends and curled up behind them. This sent Discord reeling with laughter.

“BWHAHAHAHAHAHA!!!!!!!!!! You should have seen the look on your face my dear Rarity. Priceless! HAHAHA!!!!” Discord cackled.

“Enough jokes Discord, you scared Rarity half to death now what do you want!?” Twilight shouted.

Chrysalis looked over at her partner rolling on the floor and laughing maniacally and the four changelings posing as her enemies loved ones; then she spoke.

“Sometimes I don’t understand him,” She said shaking her head. “Anyways, I believe you owe us an explanation as to why those four were fighting off my changelings outside of Ponyville.” She said formally.

“They were protecting us!” Twilight shouted. “Let them go!”

“Oh, I don’t know where they are my changelings dealt with them.” The changeling queen said. “In the meantime I hope you enjoy the castle dungeons. I believe you will be staying there for a while.” She continued, with an evil grin.

The five ponies were dragged off once again this time to the castle dungeons and they had no hope of escape this time.

Dragged down countless flights of stairs, each step her head colliding with the ground, Twilight just wanted to crawl up in a corner and cry until she couldn’t cry anymore. In the time span of about just three days she had lost everything, her friends, her mentor, even the town she called home; all gone. They now belonged to the changelings and Discord, never to be released again.

Finally, after what seemed like hours they five friends were lifted up and tossed in a room. The room was too dark for Twilight to make anything out but she knew that It had to be some kind of dungeon. She heard the sound of many cuffs clanking shut and chains rattling on the floor around them. Twilight thought that they would be left alone but suddenly a light came on revealing Discord, Queen Chrysalis, and a very large changeling. He was rather large for a changeling, not as large as an alicorn but still large. He had dark blue eyes and a scar across the right side of his face. On his head he wore a red hat with the changeling symbol on the front.

“Well, Slash.” Began Chrysalis. “I have to admit I underestimated your skill. I do apologize for my earlier doubts.”

“No need.” Slash responded, bowing to his queen. “All I wanted was them captured.”

He then turned to Twilight and walked up to her.

“You must be Twilight.” He hissed in her face. “I have heard a lot about you especially from your mentor Celestia.”

“What have you done to her and Princess Luna!?” Twilight shouted angrily.

“Why don’t you ask them yourself?” He responded gesturing to a changeling by the wall. Suddenly a torch came on revealing the two princesses looking battered, bruised, and disheveled.

“T-Twilight.” Said Celestia weakly.

“Princess.” Twilight said holding back tears.

The sight of her teacher and her sister in chains was terrible. It looked as if the very life had be taken out of her by the look of her face. Her eyes looked as if it was a struggle to look straight and there were bags under her eyes looking as if she hadn’t slept in a month. Twilight wanted nothing more than to hug her mentor knowing that she was alive but the chains and shackles prevented even the slightest movement. Then she looked at her friends they all looked the same; Tired, sad, and the worst of all… defeated. She knew that they had no more reason to keep fighting. They had lost everything so fast and there was no hope in their eyes that made Twilight want to keep pressing on. She simply lowered her head and began to cry.

“Awww, cheer up Twilight.” Discord said. “There is one thing you get out of this. A nice comfy cell to spend the rest of your life in. BWHAHAHAHAHAHA!!!!!!”

With that Discord, Chrysalis, Slash, and the other changelings left leaving the five friends and the princesses in total darkness once again. Twilight could hear her friends holding back sobs and sniffling though the darkness and Twilight could not believe that this… was the end.

Chapter 9

The End…The End…The End…The End. Over and over these two words plagued Twilight’s mind as she sat motionless and silent within the cell she had been put in. The End… of your life, your friends lives, and of Equestria itself and you’re to blame. Deep down Twilight knew that last accusation wasn’t true but the pain and stress she had been put through the past few days meant she wasn’t thinking straight. She hadn’t eaten in a while, she had no idea what time it was, she also didn’t know about how the rest of Equestria was doing; nor did she care. She had been defeated. As she began to cry a new voice appeared in her head that only made her cry more. It was the voice of Discord.

“Awwww, poor Twilight Sparkle, it began so hopeless and weak.Hahaha, you’re pathetic. Thinking you could stop me; well I proved you wrong I didn’t even need to capture all of your friends to take over… just you. Just as suddenly as it came, the voice left leaving her once again alone with her thoughts.

Discord’s last statement brought back that one thought she had tucked away, that one hope, that one speck of light she still held on to. Fluttershy...

=======

For what seemed like hours the five and the princesses sat in their cells and mourned in their hearts. They heard the occasional shriek of a passing changeling or the squeak of a rat in the corner but other than that the world around them stayed quiet. That was the first indicator that changed when something was wrong. Not too long after the guards had left them there was frantic shouting and the clanking of metal coming towards their cell. Another thing that rarely changed was that there were never more than two guards that stayed near their cell for guarding purposes. When Discord, Chrysalis, and Slash came down the stairs they brought at least ten to their side. The cell door flung open bathing the room with light. As Twilight closed her eyes to block the light she was grabbed by Discord and brought closer.

“Where is she?!” Discord shouted, grabbing Twilight by the neck.

“W-*cough*-who?” Twilight asked, gasping for air.

“You’re meaningless friend, the one that got away, FLUTTERSHY.” Discord spat out in anger.

“She’s safe and out of harm’s way, no thanks to you!” Rarity shouted angrily at Discord.

Discord snapped his fingers and a muzzle instantly appeared over Rarity’s face. She cursed out at him, muffled by the muzzle, but everyone could tell she was furious.

“I was talking to her.” Discord said motioning to Twilight.

“She…ran away.” Twilight said defeated.

Twilight thought Discord was there only to mock her until he continued.

“No…she didn't. I have heard that some of the changelings have seen her around the castle and I think she’s coming to break you guys out.” Discord said quickly.

“She…came back?” Twilight said hopefully.

“Unlucky for her.” Chrysalis began “My changelings will bring that poor, worthless, timid pony to our darkest dungeo-”

“NOW STOP THERE!!!!” Twilight shouted cutting Chrysalis off. “I know Fluttershy can be timid at times but she is not worthless. I know that if she is here she would stop you both!”

“Oh you would like that wouldn’t you?” Discord said.

Suddenly the ground shook a little catching Discord off guard.

“What…was that?” Chrysalis said a little confused and annoyed.

The ground shook once more and the wind began to howl outside.

“I’ll check just calm down.” Discord said as he walked over to the wall.

“How dare you.” Said a voice faintly from outside the cell wall.

Discord put his face against the wall.

“How dare you!” Said the voice a little louder.

Discord snapped his fingers and made a small window in front of his face.

“HOW DARE YOU!!!!!” The large voice shouted.

Just as Discord looked through the window his eyes widened and a look of pure terror came across his face.

“Uh oh.” He muttered.

It all happened so fast and Discord just couldn't move in time. The walls came crashing in and large bricks crushed
Discord and all of the changelings except Queen Chrysalis and Slash. Also some very large bricks came toppling down on the chains and shackles breaking them off allowing Twilight and her friends to escape.

“FLUTTERSHY!!!” They all shouted with joy.

Fluttershy blushed for a moment at her recognition then continued her mission. “Climb aboard.” she shouted extending her wing to the ground. The friends and the princesses climbed on and Fluttershy began her escape just as Discord reappeared. He looked disheveled from the bricks but he was alright.

“GET THEM!!!!!!!!” He boomed magnifying his voice to reach the entire castle.

Just then thousands of changelings flew down from the top of the castle but they were too late; Fluttershy extended her gargantuan wings and they were off lost over the horizon.

“NOOOOOOOOOOOOOOOOOOOOOOOOOOOO!!!!!!!!!!!!!!!!!!!” Discord shouted. “We had them how could we let this happen?” He said as he tugged on his beard in frustration.

“Oh so now it’s we?” Chrysalis said annoyed.

“What do you mean by that?” Discord rebuked.

“Oh, I think you know what I mean Mr. I did this all on my own.” She replied.

“Oh well see here-”

“No you see here-”

As they continued to argue and walk out of the room with the few changelings present, Slash slowly walked to the edge and his horn began to glow an eerie green. “Remember your highnesses life would have been better if you stayed captured.” He said walking back with an evil grin on his face.

=======

“Fluttershy you came back for us!!!” Pinkie Pie said, giving the back of her head a hug.

“Of course,” Fluttershy said softly. “I would never leave you girls.”

“That was positively heroic.” Rarity said after removing her muzzle.

“Plus smashin’ Discord,” Applejack added. “That was a nice touch. Wasn’t she amazing Dash?”

“Are you kidding? Amazing doesn’t even cover it!!! You’d need a word that’s at least 20% cooler.” Dash said, enthusiastically.

“I want to formerly thank you for rescuing my sister and I.” Luna began. “Also how did you get this…um…big?”

“I was wondering the same thing.” Celestia stated. “Did Discord do this to you?”

“Somewhat.” Fluttershy said sheepishly.

“What do you mean by that?” Celestia asked.

“Allow me to explain,” Twilight began. “Discord planted a patch of poison joke which we accidentally ran through. These were effects it had on her. The same thing happened to my horn, and Rainbow Dash's wings, and to Rarity and Applejack's body swap.”

“Oh, I am sorry Twilight. I am sure we can get the cure; and thank you again for saving us Fluttershy. I am somewhat glad you had the size advantage on Discord. Although I’m sure you could have still saved us at your normal height Fluttershy.” Celestia said with a smile.

“T-thank you princess.” Fluttershy said with a blush.

Twilight looked around at her friends talking to the princesses and she walked over to Fluttershy’s shoulder.

“Fluttershy, why did you walk off when the changeling’s attacked?” Twilight whispered to Fluttershy.

“Well…I…uh…I was scared.” She began. “I was scared about what the changelings were going to do to you so I ran. Then I realized that I had to save you guys and with my size it wouldn't have been trouble. I searched for a window I could see you guys through but then I heard Discord shouting so I flew into the wall I thought he was at. I’m just glad none of you are hurt.”

“I’m glad you weren’t hurt.” Twilight said. “I thought that when you didn’t come for us that something had happened to you.”

“I was only gone for 20 minutes.” Fluttershy replied.

“Right, now where are you taking us?” Twilight said.

“I don’t know there are changelings all over Equestria. Where should we go?” Fluttershy asked, looking around the horizon.

Twilight thought for a moment then came up with an idea.

“I think I know of a place; one where the changelings would have to take it over the prince’s dead body.” She said pointing off into the distance.

=======

“Sir!!!! Sir!!!!” Said an overworked guard running toward his general. Shortly followed by his partner.

“Yes, what is it?” Asked his general.

“Changelings, Sir, they overran Equestria.”

“What?!” The general replied.

“Changelings, the shape shifting demon pony from beyond the Everfree forest, they have taken over Canterlot; and I think we know where they’ll head next.” The guard continued.

“That’s not all. There is also something large heading this way; something very large.” The other guard added.

The general paused for a moment to determine their next course of action.

“Prepare the troops for battle.” The leader said. “We are not letting our home get conquered.”

The guard left his general to go prepare the troops. The general then slowly walked over to a nearby window and looked over the calm peaceful city. Then his gaze shifted to the horizon in the direction of Canterlot.

“Not today.”

Chapter 10

The mane six and the princesses continued their escape from the changelings, aided by Fluttershy of course. They flew over a large forest looking for safety. Even though they were free from their prison they were still in danger. The effects of poison joke still haunted them, plus the princesses' powers were still gone due to Slash's powerful magic. So, they continued to look for a place of shelter. They did not know where they were going, being guided by Twilight, and they didn't care, anyways. They were just happy to be reunited once again and to finally be away from the changelings.

However, they were only joyous for so long as the sun once again began to set. Still without her power, Celestia could not control the sun. The same went for Luna and the moon. For the third time, the friends looked for shelter in the dark, gloomy, unnerving Everfree Forest. Luckily, they found a decent sized overpass of rock, even big enough for Fluttershy to sleep under. They quickly fell asleep to their physically and emotionally draining day; all except for the princesses.

The two princesses stood in silence for a few minutes looking up at the night sky. Eventually, Celestia spoke.

"These bland nights hardly compare to yours Luna." She said kindly.

"Thank you, dear sister. I intend to take control of the night once again." Luna replied.

The two sat in silence for a moment until Luna spoke up again.

"Tia, are you concerned of what that changeling said to us about if we escaped?" Luna asked her sister.

Celestia looked off into the sky for a moment the answered.

"No, he said that we would regret escaping and now that we are in company of friends and are away from him I hardly regret getting out. How can he harm us from such a great distance, anyways? Besides," Celestia said putting a hoof on Luna's shoulder. "if he wants to hurt you he'll have to go through me."

Luna chuckled at her remark, although she knew it was true.

"Alright Tia, I feel that it is time for me to retire to sleep. I true you are coming as well." Luna said walking over to the group.

Celestia nodded following Luna to an open area in the overhang. Celestia looked around at her student and her friends spread about on the ground. She saw Fluttershy curled up near the entrance with Rainbow Dash lying in her tail. At this point Celestia guessed that Fluttershy's tail would be softer than the cold hard ground but the princess decided to lie near Luna. She saw her pupil lying against a pile of leaves she had gathered along with Applejack and Pinkie Pie. She saw Rarity lying against the wall near them mumbling in her sleep. Celestia could not hear it all but what she heard broke her heart.

"Sweetie Belle...Spike...my fault...sorry...save you...promise...so sorry."

Celestia finally laid down next to a sleeping Luna and began to go to sleep. However, it seemed to take longer than she thought it would due to a strange feeling in her gut that she couldn't shake.

=======

"Slash you are an unacceptable general and you have failed me once again!" Queen Chrysalis boomed at her general.

"Your majesty!" Slash shouted in defense. "My changelings did a perfect job guarding the inside of the castle the ones outside were not under my authority. Plus you did not even hear what I did to the princesses when they escaped."

"Well, what did you do to them?!" Chrysalis shouted.

"Yes, we would love to hear it." Discord chimed in.

"I'm not telling him." Slash said childishly before leaning in towards the queen.

Slash then whispered his plan to Chrysalis and with every word the grin on her face widened

=======

Luna had a horrible sleep. Even though she was princess of the night she no longer had control of her dreams, or in this case nightmares. She remembered every detail and felt fear like she never had before.

Luna sat in a prison cell like she had before only this time she was alone. Suddenly the door opened and Slash entered.

"Well, princess look at yourself. Pitiful, and weak; however, I have use for you." He said.

"Even if you kill me you achieve nothing." Luna said weakly.

"Oh, I'm not going to kill anybody, but you are." He said. Then, his horn lit up and shot a beam at Luna's forehead. Suddenly, Luna couldn't move she could only look out he eyes and stare.

"Rise." Slash said.

Luna suddenly stood up involuntarily.

"You are now under my control." Slash said mockingly.

Luna began to curse at him only to find that only she could hear her words. She figured that she was now imprisoned in her own mind and a mindless slave was in her place.

"Follow me." Slash commanded.

Luna's body walked up many flights of stairs until she reached the throne room. Then she saw her friends and her sister covered in bruises in chains.

“Luna.” Celestia gasped.

"Silence!” Slash shouted at Celestia. Then he faced Luna again.

“Turn them to stone." Slash said bluntly.

“What?” Shouted the prisoners.

Luna could feel the magic going to her horn but she could not stop it.

"NOOOOOOO!" Luna shouted.

“No…please.” Celestia begged.

Even though she didn't have a body she could tell she was crying. Then the magic shot out at hit her friends, instantly turning them to stone. Then Luna gained control of her body and fell to the ground bawling her eyes out. She ran over to her sister and hugged her statue of a body. She continued to cry until Slash pushed her down.

"Thank you for that dear Luna. Oh, and could you clean this up for me?" He asked mockingly as he pushed the statue of Celestia.

The statue toppled over and smashed into millions of tiny fragments. At that moment, Luna felt legs go numb as she stared at the pebbles on the ground. She began to cry again slowly feeling her energy and very life leaving her. All while Slash cackled maniacally over Luna and the other statues.

Luna awoke with tears in her eyes, breathing heavily. She looked around at everyone still safe and sound and gave a sigh of relief. She slowly lay back down and, once again, drifted off to sleep.

=======

Twilight awoke to the sounds of birds chirping and sunlight in her eyes. She yawned and walked over to the edge of the overpass and looked out. She gave a short sigh and hung her head. Then, a small white hoof was placed on her shoulder. Remembering the poison joke twilight said,

"Thanks Applej-AAAAHHHH!" Twilights scream woke everyone else and they also replied with a chorus of screams.

The small white hoof belonged to an averagely sized white earth pony. The mare had light violet colored eyes and a short rainbow colored mane that lay on her shoulders. Along with her mane, her tail was rainbow colored and trailed on the ground. Her look of confusion hit Twilight with a wave of shock and fear.

"P-princess?!" Twilight gasped.

"Yes, what is it Twilight?" Celestia responded.

"Well um... heh heh" Twilight muttered trying to find the words to tell her teacher the news.

Just then Luna awoke and stretched showing Twilight that she had the same problem. Luna walked over with a smile on her face until she saw Celestia's size and magical difference.

"Tia? What happened to you?!" Luna shouted.

Celestia turned to see her sister then gasped at Luna's problem.

"Luna, what happened to you?!" Celestia shouted.

The regal sisters stood in awe at each other for a moment until Applejack decided to solve the problem.

"Oh for Pete's sake!" She shouted. She grabbed the sisters and pulled them to her side and showed them that they we now all the same height.

"Y'all are earth ponies now like me and Pinkie...uh" Applejack began remembering Pinkie's new wings and her new body. "…used to be."

Everyone stood in awe at the almost impossible transformation. They tried to figure out how this could have possibly happened until they're answer came uncomfortably close.

"Bwhahahahahahahahahahahaha! This is too good!" Discord laughed. "Celestia, Luna, might I say you two look really... POWERLESS!!!!! hahahahahahahahahaha!" He laughed.

"Discord! What the hay?" Rainbow dash shouted, so mad sparks were coming out of her horn.

"Discord, change them back." Fluttershy said walking up to his portal staring him down with her enormous face. Discord gulped and laughed nervously then continued his rant.

"What? You think I did this? No, no, no, this would be the work of that changeling general Slash." He said, regaining his composure.

"Slash?" Luna asked.

"Yeah he was the one who was in charge of you two while we looked for the ponies. He wanted to prove himself so when you escaped he made sure there was already a curse waiting for you two. I just never knew he was this strong. Haha!"

"It doesn't matter, Change them back." Fluttershy commanded, getting uncomfortably close.

"I would but it’s not my mess so it's not my responsibility. Oh and by the way. More changelings are on the way. See ya!" Discord said with a wave.

With that, Discord was gone leaving the friends alone.

"Come on we need to keep moving." Twilight said.

Everyone hopped on Fluttershy's back; everyone except Celestia.

"Come on sister we need to get out of here!" Luna shouted.

Celestia did not respond she simply stood and stared out of the cave. Luna cautiously walked up to her from behind. Giving them some space the mane six walked around the cave.

"T-Tia?" Luna asked cautiously.

Celestia's knees became weak and began to fall but Luna helped her balance.

"Tia! What's wrong? Say something!" Luna shouted frantically.

Celestia muttered something but Luna couldn't understand it.

"What?"

Celestia said it again but it still was nothing but gibberish to Luna.

"Speak up! Please!" Luna said on the brink of tears.

"I'M SCARED!!” Celestia shouted.

Luna stood wide-eyed at her sister. Celestia began to tear up and began crying onto Luna's shoulder. As long as they had been ruling together Luna had never heard those words come out of her mouth. Nor had she seen this emotion from her before. What she saw was Celestia crying from fear and seeking her for comfort. Usually it was the other way around since Luna was the youngest, so she was confused and sad for her sister.

"I-it's alright you'll be fine." Luna assured.

"N-no I won't." Celestia said trying to compose herself. "I'm scared, powerless and tired."

"Now you know how I felt." Luna said.

"What do you me-" Celestia began then she realized what Luna meant.

Celestia had just perfectly described some of Luna's emotions while she was on the moon. Celestia then did not feel so scared anymore. She brushed away some tears and took a deep breath in.

"I am so sorry Luna." Celestia said.

"It's alright." Luna said hugging her sister.

The two ponies hugged for a few moments until Celestia calmed down and took a deep breath.

"Do you mind if I ask you something?" Celestia asked.

"Sure." Luna said, walking over to Fluttershy.

"I was thinking of beating this guy Slash senseless; care to join me?"

"That's the Celestia I know." Luna said.

They shared a laugh and another quick hug then joined the group.

"I'm are fine now." Celestia said.

"Great, let’s go!" Twilight said.

As they got onto Fluttershy's back, she took off.

"So where are we going Twilight?" Rainbow Dash asked.

"Yeah I wanted to know the same thing." Pinkie chimed in.

"Fine, we are going to the Crystal Empire. The changelings probably haven't gotten there yet and Shining Armor and Cadence can protect us. I kept it a secret so the changeling wouldn't hear us." Twilight said to the group.

"Oh interesting." Rainbow Dash started. Then her voice became raspy and threatening. "I must inform the queen."

The friends gasped in horror as they stared at Rainbow Dash.

"Ha! Kidding!" She said as she burst out laughing.

"Rainbow! Don't joke like that you don't know where the changelings could actually be." Applejack said, lightly punching Rainbow's arm.

"Funny you should mention that." Rarity said nervously.

"Why?"

"Because they are right behind us!" Rairty shouted.

Everyone turned to see hundreds of changelings pursuing them not too far away.

"Faster Fluttershy! We are almost there!" Twilight shouted.

"Okay!" Fluttershy said gaining speed.

"Alright everyone stay together, we need to stay safe." Twilight said gathering everyone together.

Just then Pinkie jumped off Fluttershy into the air.

"PINKIE!!!!"

"Don't worry I'll be right back I am just going to slow them down." Pinkie Pie said, opening her wings.

As she said that her wings unfurled and she stabilized herself. She knew she wasn't a great flier but she did have one thing.... the element of surprise. The changelings neared her then she ducked down into the trees. A few changelings followed her but most stayed on the main path. The few that did follow her quickly lost her. They landed on the ground without finding her and began to search around. Suddenly, one collapsed after being hit by a rock. The leader of the pack looked over as another one behind him was dragged off screeching into the forest. Seeing that, the leader got a little worried and called the rest near him. Big mistake. Just then, Pinkie cried out from above them.

"Yoo-hoo!" Pinkie called out.

The main leader screeched. "Screech scree!" (Translation: "Get her!")

Then she pointed down below them.

“Scra Scree screechee?” ("What is she doing?")

Then he looked down.

“Scru scuscreech Screh?” ("When did this net get here?)

"Bye bye!" Pinkie Pie shouted.

"Scretch scra- SCREEEEEEEEEEEEEEEEEEEEECH!!!!!! ("Wait Wha- AHHHHHHHHHHHHH!!!!!!) He screeched as she activated her makeshift Pinkie launcher that came out of nowhere like most of her things.

The changelings landed miles away with a thud as the leader weakly screeched. "Scra scruh screech?" (What just happened?)

Pinkie fluttered in the air with joy and giggled then joined her friends.

"All done!" Pinkie said giving a salute to Twilight.

"Wha?! Pinkie you left ten seconds ago. How did you? Wait, nevermind." Twilight said, choosing not to question it.

“Are they gone?” Fluttershy asked.

"Not all of them, but I can see the empire!" Twilight shouted triumphantly. "Just a little more Fluttershy!"

“Alright" Fluttershy huffed out of breath.

Just then beams of light came from the empire toward the friends one hitting Fluttershy's leg.

"Ow!" She exclaimed in pain.

"They're shooting at us! They must have heard of the invasion and think we are changelings!" Twilight shouted.

"Don't worry I got this!" Rainbow shouted. "Fluttershy just keep flying."

"O-okay." Fluttershy said gritting her teeth from the pain.

Rainbow Dash got on Fluttershy's head and began to think. Alright, force fields how the heck you make those. Do you just think about force fields? Or do you move stuff? Or make stuff? Or... Unknown to her Rainbow was already making a force field.However, it was only enough to cover Fluttershy's face. ...or do you? "Huh?" Rainbow said aloud, coming to the realization. "Oh my gosh! I'm doing it I'm making a force field!" She said happily.

"Great work Rainbow!" Twilight shouted. "Just a little bit more Fluttershy!"

"Okay- AAAAAAAHHHHHHHH!!!" Fluttershy shouted in pain. A blast had just hit her wing and they were all falling out of the sky. Twilight could tell that they would crash land right outside of the Crystal Empire. But she didn't know it they were safe yet.

"Everypony hang on!!!!!" Twilight shouted as they fell.

Fluttershy collided with the ground and slid towards the empires defensive force field. Twilight and the friends flew off of Fluttershy and hit the ground with a sickening thud. Twilight began to black out as she heard two stallions coming toward her.

"Got'em sir! Wait, these didn't lose their disguises."

"Let me se- No…Oh no! Oh no! Oh no!! Please wake up! Please, wake up don't leave me.....Twily?"

Chapter 11

When Twilight opened her eyes there was a bright light above her.

"Am I dead?" She asked flatly.

"If you are dead then I guess your best big brother is dead to."

Twilight turned to see her rescuer, Shining Armor.

"Shining Armor!" Twilight said jumping from the bed she was in.

"Twily! I'm so sorry my men and I thought you all were changelings."

"It's alright." she said giving him another hug.

"Hey don't forget me!" called another familiar voice.

Twilight didn't even need to turn to know who it was.

"Cadence!"

"Twilight!"

Then they ran over to each other and began their meeting ritual.

"Sunshine, sunshine, ladybugs awake. Clap your hooves and do a little shake!"

They laughed a bit then hugged one another.

"We are so glad you are all safe." Cadence said. "When we heard about the invasion in Canterlot and Ponyville from our scouts, we assumed the worst."

"What you ran into out there was our little welcoming party for them, not for you." Shining Armor said.

"It's alright, I am just so happy to see you both again. The changelings are gone right?" Twilight asked.

"Yeah, we got every last one of them." Shining said.

Then, Moans could be heard as the others slowly regained consciences.

"By the way" Cadence started. "When Fluttershy was last here I remember that she was...smaller, and you had a horn. What happened?"

"Okay so do you know Discord is with the invasion as well."

The couple stared at one another in shock.

"We do now." Shining Armor stated.

"Oh well there you go. Heheh." Twilight said with a nervous chuckle. "Anyways we ran through a patch of his poison joke and got these ailments and we..." Just then Twilight remembered the ingredient that they had forgotten. "Oh no! The sunlight stone!" Twilight panicked.

"What?" Cadence asked, confused.

"The sunlight stone, it was the only ingredient that we don't have for the cure for poison joke. We were going to make the potion so we could get back to normal but now we can't." Twilight sighed in defeat.

"Don't worry Twilight. Celestia gave us some of the stone to put in our vault, it is rather valuable you know, I will get a nurse started on the bath right away." Cadence said taking the ingredients from Twilight and giving them to a maid. "By the way where is Celestia?"

"Oh well you see..." Twilight began as the friends and the princesses walked up behind her.

"Who are these two?" Cadence asked looking at Celestia and Luna.

They took a step forward and looked up at their niece who was completely oblivious to their transformation.

"Cadence," Twilight began hesitantly. "Meet *gulp* Celestia and Luna." Twilight laughed nervously.

At first Cadence thought it was a joke but then taking a second look she realized it was the truth. She then looked down to Celestia and gulped.

"Auntie Tia?" she said worriedly.

Celestia nodded and hugged the now slightly larger Cadence. Cadence was completely shocked at their transformation and the fact that she was now bigger and stronger than both her aunts. After the hug she looked over to Luna who silently walked up and gave her a hug then walked back.

"H-how did this happen?" Cadence asked.

"It's a loooooong story." Twilight said.

"Hay, ya might as well start from the beginnin." Applejack said, dusting herself off.

Both Cadence and Shining Armor stood mouth agape from the fact that Applejack's voice just came out of Rarity's body but then soon brushed it off knowing that they would soon know about it.

As Fluttershy was bandaged up, everyone took turns telling their parts and own versions of what had happened to them. They started at the picnic then that they went to Canterlot. They told how Discord got out. The princesses told how they tried to fend off the changelings but soon got caught. They talked about how then ran to Ponyville and lost their siblings and Spike. Some of the girls couldn't even talk about that part and just cried from remembering about it. Even Shining shed some manly tears. Then they told about how they freed the princesses and how Slash had cursed them. Then they talked about how they fled to the Crystal Empire. Pinkie also shared about how she defeated some Changelings using her Pinkie launcher, but no one understood it.

After they had finished their story, Shining and Cadence shared theirs. How they thought that the changelings had already captured them and how they thought that they were the only ones that were safe. Cadence also shared how Shining had curled up and hyperventilated for a little bit which raised some laughter and caused Shining to go on patrol. Then Cadence told how they got a plan to stop the changelings which inadvertently almost killed them mane six and the princesses.

Then they decided to lighten the mood and talk about what they were doing before the invasion. Soon after they began there was a quiet knock on the door.

"Princess Cadence, the bath you requested is ready." Said a maid.

"Finally! Wings here I come!" Rainbow Dash shouted running out of the room.

They were quiet for a moment before Pinkie chimed in.

"You know I can see why she missed them." Pinkie said, stretching her wings out.

===========

When they got in the room with the bath in it they just saw Dash go under the water then fly out of it with joy.

"Oh, I've missed you!" She said to her wings. "I'm going to do some laps around the castle, see you girls in a bit." She said as she sped out of the room.

Fluttershy crawled under the door to the bath then realized that she wouldn't fit.

"Umm, I can't fit in that tub." she said quietly to the nurse.

"Yes, we remembered your size issue so we put some of the remedy in the pool. It's right past this door but you'll have to go outside then fly over."

Pinkie pie walked up to the tub and gave a sigh.

"Goodbye wings."

Then she got an idea. She flew up in the air then curled up falling to the water.

"CANNONBALL!!!!!" She shouted.

"Pinkie we need the water in the tub!" Twilight shouted.

"Oh" she said as she stopped to a hover above the water, without the help of her wings, then slowly sank into the water.

Pinkie then reappeared coming the water, wingless, then hopped out of the tub. Next was Applejack and Rarity; they walked into the tub together and held hooves, in case they need to be in contact I order for it to work. They went under the water and then surfaced at the same time.

"Oh great it worked, why ahm as happy as a- wait what happened to mah voice." Rairty said in a southern drawl.

"Oh darling your voice is like mine, oh dear, and mine is like yours." Applejack said with elegance.

The friends gasped in fear that something went wrong but then Appplejack and Rarity laughed.

"Just kidding!" Rarity said.

"We're fine!" Applejack continued.

Rarity and Applejack hugged and got out of the tub. Then the walked away from the group quickly talked to one another in private.

"Applejack, I just want you to know that I admire your strength and athletic ability. Never look down on yourself, do you understand?" Rarity whispered.

"Thanks Rarity, and your horn, though not used for all kinds of magic, does have a cool gem findin' talent, and don't fret about your physique ahm sure any stallion would still chase after you no matter what ya looked like." Applejack said hugging Rarity.

"I know Spike did." Rarity said with a hint of sadness.

Next, was Twilight. She walked in the tub and submerged herself then teleported out showing that it worked.

"Now it's your turn." Cadence said looking at Celestia and Luna.

"But ours weren't obtained from the poison joke. We were changed by magic." Luna protested.

"I know," Cadence said. "But we have to try."

Celestia and Luna walked over to the tub then walked in. They then submerged themselves. Cadence and the mane six waited many seconds for them to resurface. Eventually they were about to go in and bring them up until suddenly the water began to splash and churn. They expected the two regal sisters to surface alicorns but sadly they came up the same and coughing and panting for air.

"Oh well, it was worth a try." Cadence said holding back tears.

Suddenly a huge splash came from outside and the ground shook. Cadence and twilight went outside to see Fluttershy, but they instead found the nurse scared to death.

"Miss Fluttershy, she, she..."

"Breathe nurse hoofheart. What happened?" Cadence asked.

"When Fluttershy hit the water she tensed up and crashed In. I went to save her but she's still to big. The shrinking process will take several minutes."

"I can shrink her down to normal size." Twilight said.

"Oh good!" Said the nurse.

"The problem is my magic is still recharging so I will have to put a spell lock on it which only I can remove and will need a while to get back to full strength."

"So?" Cadence Questioned.

"So, the poison joke made this her normal size so if the formula soaks in..." Twilight started.

"...Her size will be greatly reduced." Cadence finished.

"Exactly." Twilight replied.

"We don't have a choice, hurry." The nurse pleaded.

Twilight focused her magic as Cadence flew over the water. The magic hit Fluttershy and instantly shrunk her to her normal size. Cadence flew her out and laid her on the ground. Twilight collapsed to the ground as she began to regain the ability to stand again. Then Fluttershy began coughing up water.

"Fluttershy are you alright?" The nurse asked.

"Y-yes I am." She responded as she was brought up to her feet. "It's strange when I touched the water my whole body shook and I couldn't fly."

"We're so happy you are alright. Just so you know-" Cadence said as Twilight cut her off.

"You will be rooming with Rarity for the night." Twilight said with a fake smile.

"Oh, okay." Fluttershy said as she walked inside the room to cheers and a mandatory group hug by Pinkie.

"Your not going to tell her about the spell?" Cadence asked.

"It's the last thing she needs. Oh, and can we spend the night here because...you know I said she would be rooming with..."

"Of course. I will get you all some rooms if you don't mind being two to a room." Cadence said with a laugh.

"I don't think that will be a problem at all." Twilight replied.

Twilight and Cadence walked inside to everyone except the princesses back to normal.

"Good news everyone!" Cadence announced. "You can stay here for the night."

This of course was followed by an abundance of cheers and thank you's.

"Alright, Princess Celestia and Luna can be in one room. Rainbow Dash and Pinkie Pie in another, Applejack and I, then Fluttershy and Rarity." Twilight said.

"These maids will show you to your rooms." Cadence said.

While everyone was going to there rooms Twilight pulled Rarity aside.

"Can I ask you something?" Twilight asked.

===============

"YOU DID WHAT?!" Rarity shouted.

"We had to save her." Twilight responded.

"Why didn't you tell her?" Rarity quickly questioned.

"She almost drowned, that was the last thing she wanted to hear." Twilight replied.

"Why did you choose me to take care of her?" Rarity asked again.

"Because you are one of her closest friends plus you would be the most gentle as well." Twilight reasoned.

"Well, I would argue but that would be lying." Rarity said flipping her mane.

"Yep, so if the formula did get into her system than it would shrink her down in front of you and you need to be as sweet and caring as a mother and tell her it's alright." Twilight told her.

"So how small will she get it she does shrink?"

"Well, let me see." Twilight said as she began calculating in her head. "She was four feet before she grew, she became 50 feet tall so that's 12.5 times her normal size. So it would make sense that she would be 1/12.5 her size when she shrinks which would be about...four inches."

"That is smaller than when Applejack shrunk. At least I will be able to see her." Rarity replied.

"Yeah that is fortunate. So when she shrinks you can't take your eyes off of her. I am going to bed shortly to regain my powers so I can grow her back as soon as possible." Twilight sighed.

"But it's only five o'clock." Rarity responded.

"I am exceptionally, weak right now. Besides I already ate something for dinner so I feel ready to go to bed." Twilight yawned.

"Alright so if she does shrink when do you think she will start?"

"About nine or so but keep an eye on her from seven o'clock on. Get her in your room by then to be safe. Don't let anyone else see her."

"I will protect her with my life." Rarity vowed.

"Good, see you tomorrow."

"Sleep well, Twilight."

"You too, Rarity."

===============

Everyone missed Twilight during dinner and only some went to their rooms early. When Applejack got to her room at around seven Twilight was fast asleep. Applejack was feeling equally tired, so she decided to hit the hay. Rainbow Dash and Pinkie Pie went on an evening stroll through the city. Luna and Celestia, even though without their powers were still rulers of Equestrian, worked with Cadence and Shining Armor to set up communications with the nearby kingdoms who were also facing the changelings. That left Rarity and Fluttershy. Rarity requested some fabrics to make a small accessory and a book to keep Fluttershy entertained. Following Twilight's advice she got Fluttershy into their room at seven. She refused to let Fluttershy sleep in fear that she would get lost in the covers. So Rarity worked nervously with her fabrics to pass the time.

The clock struck seven thirty.

Rarity was paying close attention to Fluttershy reading her book making sure she didn't leave. A few times Rarity was afraid Fluttershy had snuck out while she was busy with the fabric so she didn't want to completely lose herself in her work. After a bit, she decided to make a hat.

The clock struck eight.

So far Fluttershy was still normal height but Rarity could tell she was getting tired. However she was not about to let her go to bed.

"Rarity, I think I am going to bed." Fluttershy yawned.

"No!" Rarity said a bit too loud. "I mean you are almost done with that book right?"

"Yeah, three chapters left."

"Good, well, go finish it then." Rarity pleaded.

"Alright." Fluttershy said curiously.

That was a close one. Rarity thought.

The clock struck eight thirty.

"Wow, you were right Rarity. I'm glad I finished the book that was a great ending." Fluttershy said, putting the book down.

"So how did it end?"

"Well, Sherlock hooves and Trotson gathered the suspects in the room and staged Mrs. Maretha's death saying the killer poisoned her. However the driver said that he didn't poison her but that he put a snake in her room. With that he ran out of the room and the butler told Sherlock and Trotson to chase him. However when he was caught he said he was paid by the real killer to lie and run. That gave away the real killer. So Sherlock and Trotson got the police and Mrs. Martha, and caught the killer."

"Who was it?" Rarity asked.

"The one who hurried Sherlock to go on the chase." Fluttershy responded happily.

"The butler! I should have known." Rarity said in a surprised tone.

"Me too! But I forgot about him because he was out of the story for most of it."

"Ah well, he was shown justice."

"I think I will take a soothing bath then go to bed."

"Why that sounds delig-" Rarity began but then the thought of Fluttershy shrinking down then drowning in her bath came to her just as Fluttershy opened the door to the bathroom.

"Actually, wouldn't you rather me give you a massage? I have picked up some tips from Aloe and Lotus." Rarity asked.

"But I'd rather have a bath." Fluttershy argued.

"Yes, but, but, we are out of hot water. Cadence told me that they ran out around six thirty." Rarity said with a completely fake smile.

Fluttershy looked with confusion and disapproval for a moment but then agreed.

Eight forty-five

Rarity and Fluttershy sat on the edge of the bed while Rarity lightly massaged Fluttershy's shoulders. Rarity had to admit that she never really talked to Aloe or Lotuse but she got the hang of it after a few moments. 15 minutes I should start figuring out how to tell her.

"Am I doing well?" Rarity asked, while massaging Fluttershy's shoulders.

"Yes, that's fine." Fluttershy responded.

Rarity tried to think of something to continue the conversation. Come on Rarity one topic.

"So, how did you feel when you were...you know...50 feet tall?" Rarity said as she quickly regretted it.

Except that one

"Uuuh, what do you mean?"

Okay now I'm stuck with it.

"I mean what were you thinking? How did it feel? You know..." Rarity responded sheepishly.

Fluttershy thought for a moment then responded quietly.

"It was interesting I guess I mean I had a nice view all of the time and I was stronger."

"Well, that's nice to hear."

"But," Fluttershy continued.

"But?"

"I was always nervous." Fluttershy whispered.

"Why? you were the biggest thing out there nothing could have hurt you."

"That's what I mean if I tripped or stepped on one of you when i was that big I would have crushed you. Plus, I must have been able to be seen from a mile away. All of the changelings could have found me."

Is she serious?

"No, you were strong and you would have been careful."

"But what if I-"

"Stop with the what if's Fluttershy." Rarity said bringing Fluttershy and herself to their feet.

"You would have been careful and you have helped us more than you realize."

"But..."

"But nothing." Rarity said pulling Fluttershy's face to look at her. "Without you we would still be in that dungeon. You're a hero, and not just then. What about that dragon who was snoring smoke? Or the manticore we ran into on the way to stop nightmare moon? Plus, besides a hero you are a wonderful friend." Rarity said, staring straight into Fluttershy's eyes.

Fluttershy sniffed and rubbed her now tear filled eyes.

"That is the nicest thing anyone has ever said to me." She said with a smile on her face.

"Come here." Rarity said hugging her friend. "You're a wonderful pony. You just need to not sell yourself short."

The clock struck nine.

Speaking of short.

For a few seconds they continued to hug and Rarity waited to see Fluttershy start shrinking. Eventually, they broke the hug and Fluttershy brushed her hair to the side.

"Thanks, Rarity, I needed that."

"No problem, darling."

Suddenly, Fluttershy had a very confused look on her face.

"Rarity, since when have you been taller than me?" Fluttershy asked quizzically.

Uh oh

Apparently, Fluttershy had been slowly shrinking and was now a good six inches shorter than Rarity.

Think of something, Rarity. Think of something now!

So Rarity grabbed her finished hat off of her desk and put it over Fluttershy's head. By now she had shrunk down a good foot from her normal height and the hat completely covered her head. Rarity then ran over to the closet and grabbed a nightgown and threw it over Fluttershy.

"Rarity? What are you doing?" Fluttershy asked, struggling under all of the fabric.

If I can keep her from realizing that she's shrinking then she won't freak out as much.

Obviously, Rarity went a little crazy. All of this time Fluttershy tried to get the clothes off but since she was at less than half her normal height she was having difficulty. Rarity ran into the bathroom to grab some towels. When she came out she gasped. Rarity stared in horror at the pile of clothes on the ground. Fluttershy was nowhere to be seen.

"Fluttershy." Rarity said quietly as she walked over to the pile.

She then lifted up the clothes with her magic which revealed the tiny yellow pegasus curled up in a ball, shaking, scared half to death.

"P-please d-don't hurt m-me." Fluttershy stammered.

"Fluttershy, its me, Rarity. Don't worry you're safe." Rarity said kneeling down and lowering her head. "It's alright, Twilight had to shrink you to save you. When you fell in the water you were to big to carry out so you would have drowned. Twilight said the spell would have a delayed reaction, so now the spell caught up to you."

"T-twilight did this?" Fluttershy whimpered.

"Only to save you. She didn't tell you because you've had so much trouble over the past few days, but Twilight said she could fix you tomorrow."

"O-okay." Fluttershy whimpered, almost crying.

"Here," Rarity said carefully picking her up in her hooves. "Let's go to bed now."

Fluttershy simply nodded in response, still scared out of her mind, as Rarity carried her over to the bed. Because she was so small, Rarity decided to let Fluttershy on the second pillow in her bed, covered in a towel, while she slept on the other side. Rarity, then, turned out the light and got comfortable.

"Goodnight, Fluttershy." Rarity turned and whispered.

"Goodnight, Rarity." Fluttershy began. "Thank you, again for taking care of me and saying all of the things. I'm sorry that I'm so scared. I just want everything to be back to normal; and being 50 feet tall then a few inches tall doesn't help."

"Don't worry everything will be alright soon." Rarity said with a hopeful smile.

Good thing I kept this a secret like Twilight asked. Rarity thought.

Finally, the two friends drifted off to sleep.

=============

"Wow, first giant now tiny. Flutters has to be freaked." Rainbow Dash said, listening through the thin wall between Fluttershy's room and hers.

"Told you spying on people would be fun." Pinkie Pie said.

"Well let's go to bed, Pinkie, I'm kinda tired."

"Okie dokie Loki!" Pinkie said in response.

"Remember keep this a secret." Dash whispered.

"Cross my heart and hope to fly, stick a cupcake in my eye." Pinkie Pie promised.

With that, the last two friends retired to bed.

Chapter 12

Rarity blinked her eyes for a moment before sitting up in bed. Last night felt like one of the best rests of her life. She stretched and yawned and looked out the window. It was a pleasant summer morning in the crystal empire, for everywhere else not so much. Rarity then, turned her head to wake up Fluttershy.

"Good morning, Fluttershy." she said as she looked over to the pillow.

Much to her surprise, Fluttershy was nowhere to be seen.

"Fluttershy?" She said curiously looking around.

"Fluttershy!" she said becoming more frantic.

Rarity looked all around her, under her pillow, under the sheets; but Fluttershy was nowhere to be found. Oh Celestia, I must have crushed her! She thought as she shifted her position in the bed. She was about to, call Fluttershy’s name again until she saw he hair flop in front of her face. Although messy, her hair kept its overall shape; and in her mane curl she saw Fluttershy still sleeping. Rarity slowly reached out and poked Fluttershy in the stomach. Fluttershy began to wake up and yawned.

"Good morning, Rarit- gah!" Fluttershy exclaimed as she saw herself hanging upside down by Rarity's hair.

"Wha- what the?" Fluttershy stammered.

"Oh my- heheheh." Rarity said beginning to giggle.

Fluttershy also began to laugh nervously until it became a chuckle. Rarity couldn't stand it any longer, she finally burst out laughing with Fluttershy joining in. They laughed until they had tears in their eyes then eventually Rarity composed herself.

"Ahh, alright, hehe, let's get ready for breakfast." She said lightly pulling Fluttershy out of her hair.

The two friends then got out of bed and got ready to go meet the others. Rarity of course took her daily ten minute hair styling session, but Fluttershy didn't mind. They left the room rested and happy as they headed down to the dining room. However, they did not see the pair of malicious yellow eyes, which stared at them from under Rarity's hat, looked at them as they left.

===============

"Oh boy, pancakes!!!" Pinkie shouted with joy.

Everyone but Twilight, Rarity, and Fluttershy was already at the table enjoying a real breakfast for a change, since none of them had eaten much in the past few days and yesterday they only had dinner, they were famished.

"Ahm starvin', hey, Rainbow, pass the syrup!" Applejack said mouth full.

"Alright," Rainbow Dash said grabbing the syrup jar. "Pinkie hand me some strawberries."

"Okie dokie loki." She said as she grabbed the bowl.

Celestia simply looked at everyone enjoying themselves and smiled. Desite the impending doom, everyone was still happy and full of hope. I made the right choice when I made them the bearers of the elements. She thought, and she was right. These six friends were truly the rightful bearers, not by their everyday actions, but by the actions that determined their overall characters. With that thought she continued eating her pancakes that her niece had graciously provided her.

"So Applejack, where's Twilight?" Rainbow Dash asked.

"Still sleeping, She said somethin' 'bout rechargin' her magic." Applejack said before taking another bite.

"What for?" Luna said as she jumped into their conversation.

"Maybe it's to help one of u-umph!" Pinkie said as Rainbow' hood covered her mouth.

"Well I guess it's a mystery heheheh." Rainbow nervously chuckled.

Her response was met by 4 quizzical stares from Shining Armor, Applejack, and the princesses. The look from Cadence was more of shock and anxiousness. Rainbow guessed that she knew about Fluttershy. Apparently, Cadence and I are the only ones who know what a secret is.

"Rainbow, are you not telling us something?" Applejack asked.

"No." Rainbow Dash said, quickly stuffing her face again.

"I may not be the smartest pony around, but I do know what a liar is when I see one. Now, talk." Applejack said, crossing her arms.

"I have nothing to say." Rainbow said sliding down in her chair.

"Yes you do, ah can see it in your eyes." Applejack said.

"No you can't." Rainbow said closing her eyes and sinking down in her chair.

"Rainbow!" Applejack said raising her voice.

"Applejack!" Rainbow replied.

"Oh for crying out loud, it's Fluttershy!" Cadence shouted.

At this outburst, everyone looked toward her with more confused looks. Cadence then collected herself and cleared her throat.

"I'm sorry for shouting, but when your special talent is bringing out the love in people, you have a thing against fighting. Anyways, something happened to Fluttershy which is why Twilight is resting, to build up her magic, to reverse it."

"What happened?" Applejack asked.

Cadence mumbled a bit to try to think of how to tell everyone. She was about to speak when Rarity walked in.

"Oh, Rarity can tell you." Cadence said with a sheepish smile.

"Tell you what?" Rarity asked.

"What happened to Fluttershy?" Asked Applejack.

Rarity froze in her place. She couldn't think of what to say. Thankfully she left Fluttershy in their room to wait for Twilight, but now she needed to show her to the others.

"Um... wait here." Rarity said rushing off.

She returned a few moments later with the hat she had made the previous night. At first Applejack and the princesses were confused. Then Rarity spoke.

"Alright, now just don't panic."

Then she placed the hat on the table and slowly lifted it up. Underneath stood Fluttershy, cowering behind her hair. To say that shock was the only emotion in the room would be not only an understatement but also a lie. Not only was there gasps of confusion, there were also gasps of pity.

"F-Fluttershy what happened to you?" Applejack asked.

Fluttershy didn't respond right away. She simply crept back toward Rarity and hid behind her hair. Finally, she took a deep breath and quietly spoke.

"W-well, when I was getting the cure for poison joke something happened and I stopped flying. I almost drowned. Because i was so big, Twilight used a spell that eventually shrank me down so she could pull me out."

"Well, at least your safe." Applejack said. Her remark was met wit a weak smile from Fluttershy.

"Oh, ahm sorry sugarcube." Applejack said picking Fluttershy up. "Ah know the past few days have been hard for you, and now...this happened. You must be terrified."

"Actually, Rarity helped me calm down last night. I'm fine right now. That is mentally speaking." Fluttershy replied, smiling back to Rarity.

"Ahm just happy you’re alright. As for you two." Applejack said putting Fluttershy down and turning her head to Rainbow Dash and Pinkie Pie. "Y'all knew 'bout this and ya still didn't help her?"

"Well it was supposed to be a secret." Rainbow said rolling her eyes at Pinkie Pie. "We're sorry we didn't help, Fluttershy." Rainbow apologized.

"It's alright." Fluttershy said.

"Oh, Fluttershy," Luna said, "I couldn't fathom the trouble that this inconvenience must bring. I could barely handle my troubles and now yet another tragedy has come upon you."

"What my sister is trying to say is that we can't imagine how you must be feeling right now because we have only had one bad thing happen to us while you have had two. She tends to go off in a tangent in her "old equestrian speech" when she gets emotional." Celestia said.

"T-thank you your highness." Fluttershy said.

"I just hope Twilight doesn't take too long." Cadence said.

"I feel that she will be ready sooner than you think." Said a voice behind them.

"Twilight!" Shouted her friends as they turned to find her.

"Yes, and I think I am ready to perform the spell on Fluttershy."

"Well, what are we doin'? Go ahead cast the spell." Said Applejack.

Rarity then slowly lowered Fluttershy to the ground from the table. Although she had been small for a few hours, she stood in awe at the difference of her friends sizes against her. They towered over her, many times larger than her, looking down at her. Twilight walked up to her and lowered her horn. The bright lavender glow was almost blinding to Fluttershy, as she felt a jolt of magic run through her body. She then noticed her height increasing catching up to her friends. She finally reached her regular height and was bombarded with a hug from Pinkie Pie and cheers from her friends.

"Alright, can we stop changing sizes, please?" Asked Twilight.

Everyone laughed at her joke before getting back to breakfast. Once again, however, no one saw the two yellow eyes, glaring out from under the pancake stack.

===============

“You have got to be kidding me!” Discord shouted.

“What another one of your cotton candy clouds get stuck again?” Chrysalis asked mockingly.

“No, I sent your changelings out to stop these fools and when I check up on them their poison joke is cured and they are at the crystal empire waiting to get here.” Discord complained.

“What?!” Chrysalis shouted. “SLASH!!! Get in here!” She roared.

The changeling general slowly made his way into the throne room.

“Yes, your highness?” Slash said.

“Care to explain why you can't seem to capture six pitiful ponies?!” Discord shouted.

“Care to explain why an all-powerful god of chaos can’t seem to capture them either.” He retorted.

“Why you…” Discord began.

“Besides I put the spell on the two alicorns. What have you two done other than boss me around?”

“You’ll see.” Chrysalis said looming over Slash. “Slash tell your changelings to get ready to guard over the prisoners.”

“What are you two going to do?” He asked nervously

“Whatever do you mean?” Chrysalis said winking to Discord.

“Yeeaaaah,” Discord began. “We are only going to pay a certain group of ponies…a little…visit. Hehehe…hahahah…mwhahaha…BWAHAHAHAHAHAH!!!!!!!!!!!!!!”

Chapter 13

The mane six stood at the edge of the Crystal Empire with determination. As they looked over the horizon they knew that this time it was either them or Discord and Chrysalis that would be finished for good. The two alicorn sisters and the unicorn and alicorn couple approached them confidently. For a while nothing was said until eventually Twilight spoke up.

“Well this is it.” She said turning to her brother.

“I know you can do it.” He said giving her a hug. “Sorry we can’t help you guys.”

“That’s alright,” Twilight said, “You need to protect the Crystal Empire.”

Cadence then walked up and gave Twilight a hug.

“There are guards waiting outside to bring you to Equestria.” Cadence said before turning to Celestia and Luna. “I hope to look up to see your face the next time we meet.” She said with a chuckle. Luna and Celestia nodded confidently in response.

“Now get out of here,” Cadence said, “And go save Equestria!!!!”

With that, the mane six and the sisters ran off to meet the guards.

===============

Outside of the Crystal Empire two guards stood patiently waiting for the VIP’s they needed to escort.

“Dusk, for the last time, Celestia and Luna have this situation all under control.” One stallion said to the other guard.

“I know, Flame, but c’mon we are like sitting ducks out here waiting for Discord to get us.” Dusk said nervously.

“Would you calm down?” Flame replied.

“Not until those VIP get here and protect us.” Dusk whimpered.

“How did you make it as a guard again?” Flame said, holding his head in his hooves.

“Look, all I’m saying is that we should have been behind the force field where it’s safe.” Dusk argued.

“For the last time what’s the worst that could happen.” Flame said turning to face his partner.

“Oh, I could think of a few things.” Said a loud voice from behind them.

===============

Just as the ponies crossed over the force field line they heard shouts of distress, and then came two guards sprinting towards them.

“Your highnesses!” the first one shouted.

“Yes?” The regal sisters said in unison.

“We-we were just…attacked by Discord.” The other one panted.

“No! He’s found us!” Luna shouted.

“Yes, your highness, we need to leave now, hurry!” The first one shouted again.

The group started running towards the forest to hide from Discord and make their way to the palace. Unaware of the danger they had just put themselves in.

===============

After running for what seemed like hours, the guards stopped for a rest. The other ponies right behind them stopped as well with confused looks on their faces.

“Why did we stop?” Twilight asked.

“Yeah, weren’t you supposed to take us all the way to Canterlot?” Dash asked.

“Yes, but I believe that we decided to stop here first.” The first guard said.

“Why?” Pinkie asked.

“Because no one is here to save you now.” The second guard said maliciously.

“Wh-what do you mean.” Fluttershy stuttered in fright.

Suddenly a green light enveloped the two guards. The first guard’s neck stretched into a serpentine shape, while his legs morphed into different animal feet. The second guards’ coat became black and holes appeared all over his legs. Then the realization hit the group.

“No… it can’t be! Not again!” Twilight exclaimed.

The two guards finally finished transforming to reveal Chrysalis and Discord.

“BWHAHAHAHAHAHA!!!!!!!!! Oh Twilight, the look of shock on your face only drives me more insane.” Discord shouted.

“Girls, get together.” Twilight shouted to her friends.

“And now my little ponies, hahaha, GAME OVER!” Discord shouted as he charged up a magical blast and shot it at the ponies.

Just then Twilight teleported the group away and the blast from Discord hit the ground with a small explosion. As the smoke cleared Discord stood there with a dazed look on his face. Chrysalis rolled her eyes and smacked him on the back of his head bringing him back to his twisted reality.

“NO! Nononononononono, NO!” Discord whined. “C’mon these ponies keep ruining my fun.”

“Fun?! No, you need to come to your senses.” Chrysalis said. “Well, whatever sense you have. It’s time for you to get serious about taking over Equestria and stop entertaining yourself. I suggest we send out a swam to look for them while we prepare to end this once and for all.”

“But…” Discord began.

“No buts, we are doing this my way.” Chrysalis said.

“But I have an idea.” Discord said.

“I’m sure it’s delightfully chaotic but it can wait.” Chrysalis said teleporting back to Canterlot.

“I guess reviving Sombra is just going to have to wait then.” Discord said flashing out.

===============

A bring flash appeared just below the Canterlot cliffs. The eight ponies fell to the ground in a heap slightly dazed from the teleportation.

“A-are we dead?” Fluttershy asked nervously.

“I hope not. That means no more cupcakes.” Pinkie Pie answered.

As the ponies slowly stood up they realized where they were.

“Twilight, ya did it.” Applejack said.

“Yeah, I guess I did.” Twilight replied.

“I thought you said you couldn’t work under pressure.” Rarity said.

“I guess I had to get over it at some point. Might as well be for my friends." Twilight sighed in relief.

“We teleported over 25 miles, quite impressive.” Celestia said turning to Twilight.

“Indeed, my sister has taught you well and more importantly you listened to her.” Luna added.

“Thank you,” Twilight started. “But there is no time for that; we have to stop Discord, for good this time.

“But how?” Rarity asked. “Without our elements we won’t stand a chance against them.”

“Well, Discord did say that they were hidden; we just have to find them.” Twilight said hopefully.

“Yeah,” began Rainbow Dash. “Hidden some place where we would never find them.”

“Wait a minute,” Pinkie said. “What if by never be able to “find” them, he meant that if we see them they wouldn’t be in a
place that is hiding them and if we saw them again we would think they were never lost. So what if Discord hid them by not hiding them and the elements are still in the Canterlot vault?” Pinkie finished smiling.

“That’s crazy.” Dash said.

“Crazy enough to be a plan of Discord’s. Pinkie you’re a genius!” Twilight said.

“I know!” Pinkie said with a giggle.

“That would be a thought of Discord’s, the elements might be there.” Celestia said.

“But what if they are not?” Fluttershy asked nervously.

“Yes, the castle is crawling with changeling guards. If the elements are not in the vault and they catch us, we are
doomed for sure.” Luna said.

“We will just have to give it a try.” Twilight said.

“Well, ahm willin’ to go along with this plan.” Applejack said. “Who’s with me?”

“I am!” Dash said.”

“Me too!” Pinkie chimed in.

“I-I’m ready.” Fluttershy said.

“Don’t forget me.” Rarity added.

Twilight looked over at the princesses waiting for a response.

“Lead the way my faithful student.” Celestia said.

“Yeah, let’s go get this clown once and for all!” Luna shouted in excitement.

With that the eight heroes courageously walked up a nearby trail leading to the top of the Canterlot mountain. They knew that it would take the utmost skill, teamwork, and courage to accomplish the task at hand. For, they knew at the top of the mountain stood their greatest challenge that would become either their greatest victory, or their eternal defeat.

Chapter 14

The constant drone of the changelings above haunted the ponies as they continued their hike up the mountain. Other than a few scouting parties returning to the hive they had not seen anything. Every minute seemed to last an eternity as fear nagged at their hearts. At times they feared that the mountain itself would collapse as small pebble and stones tumbled down the mountain at random moments. However, they pressed on determined to end this evil for good.

They had travelled about halfway up the mountain when they realised that the worst was to come. They saw a bright flash in the sky and then Discord and Chrysalis teleporting above the castle. Then they heard Discords magnified voice.

“Testing, Testing, 1 2, Check, Check. Alright, excuse me your attention please!” He called out to the changelings. “The time for action is now! Those ponies that you all have failed to contain are now on their way here. When they reach the castle stop them at all costs! So help me if they get inside I will turn all of you into stuffed animals do you understand?!” He bellowed before teleporting inside the castles.

“Sumthin’ tells me that ain’t good.” Applejack said worriedly.

“He’s rallying the changelings for defense. Which means the castle will be absolutely infested with those vermin.” Luna said.

“We better hurry.” Twilight said solemnly

Now at a quicker pace, they continued up the mountain staying as hidden as possible. Now that the changelings were all headed back to the castle this was a tougher task, as many swarms of them would fly up at the same time. About halfway up the mountain the eight took a rest in a small cave. They hadn’t been running too fast however some of them were slightly winded from the uphill climb.

“Honestly, Rainbow Dash, you are incapable of slowing down.” Rarity panted.

“I’m sorry, it’s just that the impending doom for us all has got me a little worked up.” Rainbow replied.

“No need to get short with me-” Rarity began.

“Oh I’m getting short with you?!” Rainbow replied more annoyed this time.

The two went back and forth for a moment before Applejack tried to break it up.

“Would you two stop it?” She said putting her arms in between them.

“No!” They replied in unison before pushing her away.

They continued their argument for a second before Luna shouted in her Royal Canterlot Voice.”SILENCE!!!! Shut your mouths you two I can barely hear my own thoughts. I know we are all a little tense, however that does not excuse that disrespectful behavior between one another. Apologize at once!!”

“But…” Both of them began.

“NOW!!!!!” Luna shouted again.

“Ah! Sorry Rarity.” Dash said in a panic.

“Sorry Rainbow Dash.” Rarity responded.

The two quickly huddled in fear of the princess of the night. Luna looked at them for a moment with a stern look on her face. She then stood up straight and continued.

“Thank you.” She sighed. “We are almost to the castle and I suggest we come up with an actual strategy for getting to the elements.”

Pinkie’s hoof shot up in the air. “Ooh, ooh, pick me, pick me, pickmepickmepickme!” She shouted.

“Um, Pinkie?” Luna said with a confused look on her face.

“Whew, thanks my arm was getting tired.” Pinkie said lowering her arm. “Now, how about we use… THE PINKIE PARTY CANNON!!!” She shouted.

“No” Twilight immediately said. “Every time we need a suggestion you always suggest the party cannon. Anyone else?” Twilight asked looking around.

“We could teleport right into the room with the elements.” Rarity said.

“The room is magic proof, next.” Twilight said pointing to Applejack.

We could lure the changelings outta the castle.” Applejack said.

“There’s too many of them. Dash?” Twilight continued.

“I could go in there-” Rainbow said, getting in a fight pose.

“No. Fluttershy?” Twilight said, immediately rejecting Rainbow's idea.

“You could cast an invisibility spell or something.” Fluttershy said quietly.

“No...Wait that's actually a good idea.” Twilight said.

“Twilight you are 1-1 on ideas today, you’re slipping.” Rainbow Dash said.

“What’s that supposed to mean?” Twilight asked in slightly annoyed confusion.

“Well, usually you are the one coming up with all of the bright ideas. Right now all you've thought of was teleporting here.” Rainbow said in reply.

“That is so not true, I remember that one time...wait, no that was me too.” Twilight said thinking back. “Whatever, that’s a great idea Fluttershy and I think it will work." Twilight said, confidently.

===============

“Fluttershy, this is a horrible idea and this is never going to work.” Twilight whispered as the group slowly approached the gate to the castle.

“I thought you liked my idea.” Fluttershy said a little hurt by her comment.

“That was before I found out that they had drone changelings at the door.” Twilight said, motioning to the castle door.

“What on earth are drone changelings?” Rarity asked.

“I believe those are the drones.” Celestia said pointing from behind the bush they were hiding behind.

At the door of the castle stood two enormous changelings, easily three times the size of the normal ones. They had dark green eyes, long fangs, and huge wings that were far more menacing than that of the moth-like wings of the lesser changelings.

“Drone changelings are the tougher version of the regular changelings in the hive. They cannot sense love so they must be shown it. However they sense magic and when ordered, do not stop hunting down the source until it is erased.” Luna stated.

“Twilight, what if we just lure those two away from the door.” Applejack said.

“You know, now that plan sounds good. Alright Applejack, what did you have in mind?”

Without saying a word Applejack threw a rock into the air and kicked it into the forest. The rock hit a tree with a loud *CRACK* as the tree almost broke in two. The two drones immediately flew over to the forest to see the source of the noise, as the ponies snuck in unnoticed.

“Drones are also known to be really stupid.” said Luna with a snicker.

“Twilight, your 1-2. You’re losing it.” Rainbow Dash chuckled.

“Stop that.” Twilight said in reply.

With Twilight’s invisibility spell fully active, they made their way through the castle. It was amazing how much had changed over the amount of time, even the princesses couldn't recognize it. Cocoons of ponies hung from the ceiling and were on the floor. Walls had been cut out into tunnels and rubble covered old hallways. Windows were shattered. Green goo and ashes were stuck to the walls. Even the royal paintings had been vandalized with a marker, most likely by Discord. They walked down hallway after hallway and passed many changelings on patrol. Eventually they stopped to think for a moment.

“Good thing this spell also acts as a sound muter.” Twilight said.

“Where the hay are those elements?” Applejack said out loud.

“They are in the vault as usual, we just can’t find the throne room.” Luna said.

“Well we better find them fast, I don’t know how long I can keep this spell up.” Twilight said.

“Don’t worry Twilight, I’m sure we’ll be…” Rarity began before she ran into something. “Oof, hey...what the? Oh dear…”

Standing right in front of Rarity stood a pair of drone changelings. The one she ran into, glaring at her. Rarity opened her mouth to scream but Twilight stopped her.

“Rarity, I can barely keep this up. Any loud noises might disrupt my concentration. It might not know we are here yet just stay calm.” Twilight said reassuringly.

Rarity nodded nervously, tears in her eyes, as she watched the beast. For a moment it looked like it might have been fooled until it opened its mouth and gave a high pitched scream at Rarity. However its scream could not nearly compare to that of Rarity’s.

“AHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!” Rarity screamed at the top of her lungs.

The high pitched wail that came out of her mouth was enough to cause Twilight to break the spell, instantly revealing them.

“Run!!!” Pinkie Pie shouted.

Without hesitation the eight ran frantically through the corridors, looking for the throne room. They could still hear the drones behind them, and the rest of the changelings hunting them down. After a moment Luna caught sight of the throne room.

“Twilight!” Luna said out of breath. “That hallway back there lead to the throne room.”

“Got it, get together.” Twilight shouted.

They stopped in their tracks and huddled up and Twilight teleported them into the throne room just as a drone leapt at them for an attack.

===============

They flashed into the throne room with a blinding light. However the light wasn’t enough to distract the changelings, as the kept running around the castle.

“Great now that that's done. Let’s free the elements.” Twilight said excitedly.

“Yeah lets-” Pinkie started to yell before a hoof covered her mouth.

“Quiet!” Luna whispered harshly. She then gestured to the ceiling.

The sight above them was both disgusting and horrifying. There, on the ceiling of the throne room were dozens and dozens of cocoons hanging upside down. The eight gasped in unison as they could even recognize some faces.

“Sweetie Belle!” Rarity whispered.

“Applebloom, Big Mac, and Granny Smith.” said Applejack.

“Scoots, and Thunderlane.” Rainbow Dash gasped.

“Mr. and Mrs. Cake.” Pinkie Pie said.

“No...Spike.” Twilight said tears forming in her eyes.

“Legends stated that Changeling cocoons could interact with the hive queen and detect changes in the surroundings. I for one know that these accusations are more than legend” Celestia said. “Twilight we need to hurry, they’ve captured the entire royal guard.”

“Not to mention most of the citizens of Canterlot.”

“Okay, okay. The good news is Cadence and Shining Armour are still alright.” Twilight said with a bit of hope.

“Uuh, Twilight.” said Fluttershy as she stepped to the side.

“There on the ground behind her were two more cocoons with Cadence and Shining Armour inside them. Twilight stared in utter horror and desperation as the last two ponies who could help them were now trapped as well. Twilight felt her legs go weak as she fell to the ground with tears in her eyes. She felt a hand touch her back and a tissue come in front of her face.

“T-thank you.” She sniffled. “Okay now I’m ready to-ahhhh!” She screamed as she saw the eagle claw that handed her the tissue.

“BWAHAHAHAHAHAHAHA!!!!” Laughed Discord as Twilight retreated to her friends. “Finally, everyone's back at the beginning. How delightful!” He said with a smirk.

“One last try Discord. Give us the Elements!” Luna shouted.

“Oh very well, I guess I’ve had my fun.” Discord sighed, reaching behind his back.

“Seriously?” Luna questioned.

“NO! You idiots! Hahahaha! Honestly you ponies are dumber than you look.” Discord chortled.

“Well, its hard to take someone seriously when it looks like he was designed at a clown convention!” Dash shouted back.

"OOOH! Got him good!" Pinkie Pie said giving Rainbow Dash a hoof bump.

It was Chrysalis turn to laugh as she tried suppressing her giggle in her hoof.

Discord eventually noticed and with a sigh said “Go ahead...let it out.”

“HAHAHAHAHAHAHAHAHAHAHA!!!!” Chrysalis laughed. She fell on the ground and laughed until she cried. “Oh my gosh! That was hilarious! You, you need some ointment for that burn? HAHAHAHA!!!”

The queen continued to laugh as Discord had a dissatisfied look on his face and began to mock Chrysalis with his claw. Eventually the she controlled herself and stood back up.

“*Ahem* Continue.” She said in a sophisticated yet still creepy way.

“Right.” Discord replied as he snapped his fingers, teleporting the entire changeling army to the throne room. At the front of the line stood Discord, Chrysalis, and Slash.

“I am ready to end these pathetic ponies once and for all, your highness.” Slash hissed.

“About time you showed up Slash.” Chrysalis remarked flatly.

“But my queen…” Slash protested.

“You should have had more control and direction during your chase.” Chrysalis scolded.

“Yes, my queen.” Slash hissed in anger.

“Now,” Chrysalis began. “You can decide to be captured the slow painful way. Or the fast, but somehow more painful way. What do you prefer?” She said with a smirk.

“Chrysalis, you may have one today, but in the end good always triumphs evil. It may seem bleak for us now, but sometime in the future someone will stand up to you and triumph. We may never live to see that day but it will glorious when it comes around.” Celestia said. “No matter what, we will not back down.”

“Quick way it is! Discord?” Chrysalis said smiling.

“With pleasure.” He said firing a blast out of his hand.

The ponies barely dodged the blast as it hit the vault with a mighty explosion, opening a doorway.

“Twilight?” Rarity asked in a hurry.

“Got it.” Twilight said teleporting everyone into the vault.

“OH NO! NONONONONONONONONONONO!!!” Discord said charging another blast.

Twilight blocked the blast with a force field as everyone put on there elements.

“Hey Twilight 1-3.” Dash said with a smirk.

“Don’t you have an element to put on?” Twilight asked as the changelings pounded upon the field.

“Ready! Twilight come on!” Celestia shouted putting on Twilight's crown for her.

“Okay go!” Twilight said jumping back.

As the force field fell Twilight sent a knockback spell to give them some space. Then, the elements began to charge up. The very power of them was great enough to stop Discord and Chrysalis from teleporting out. As the Element began to glow brighter and brighter, Discord and Chrysalis knew their time was up.

“Stop them! Stop them!!!!!” Chrysalis shouted at the army of changelings.

“It’s no use the magic is too strong!” Discord shouted back. “Chrysalis before our demise let me just say something." He say grabbing her hoof. "I just wanted to say that I have always loved...this castle.” He said with a mocking grin.

“You told me that about 500 times before!” Chrysalis screamed as she yanked her hoof away.

“Well, its true!” Discord laughed.

As the Elements of Harmony became fully charged Luna shouted at Discord. “Discord! I’d get into a comfortable position if I were you. Because you will be stuck like it forever!”

With that the Element fired a blinding rainbow of light at Discord and Chrysalis. The magic was so powerful it would have ended their trouble making for good. It would have but at the last moment Discord and Chrysalis ducked and the beam hit Slash at full blast. Slash went flying into the wall and had all of his energy knocked out of him. The beam began to circle around him and destroy him once and for all.

“My Queen! Save me!” He shouted in desperation.

“Why would I do that?” I like this option more.” She said walking backward.

“D-discord.” He weakly called out.

“I’m with Chryssie on this one.” He remark. “But if you ever come back bring me a souvenir.
Slash felt his life ending as his gaze fell upon the two princesses. He remembered a vital truth and then with his final words he shouted:

“Fine Chrysalis! You think you don't need me, then good luck without me!!!” He shouted as his horn glowed a bright green for the last time.

The beam of magic from the elements then collapsed in on itself and exploded, revealing nothing more than a pile of ashes.

“Well, that was intense.” Discord stated mouth agape. He then turned around to the stunned ponies and began again.

“Where were we again. Oh yeah. GET THEM!!!” He barked at the changelings.

The changelings began to slowly advance as the eight seemed out of options once again.

“Twilight, got any bright ideas?” Dash said.

“I can’t believe I’m saying this, but Rainbow Dash the score is now 1-4. Game, set, match. Pinkie Pie now!” Twilight yelled to her friend.

“PARTY CANNON TIME!!!!!” Pinkie Pie shouted pulling the party cannon out of thin air.

The changelings seemed confused at first until the first blast from the cannon was fired, sending the first row of changelings flying backwards. The mane six began to charge the changelings and easily defeat them. Discord materialized popcorn and a soda and watched the fight take place. Chrysalis took command on the battlefield but Celestia and Luna however were suddenly taken over by a strange feeling leaving them tired.

“Princess, whats the matter?” Twilight asked.

“Nothing its just-” She began but then suddenly a green aura took over her and Luna.

They then rose up into the air and as Discord noticed this he spat out his soda and began to choke on his popcorn.

The two ponies then began to slowly grow in size as their legs and necks became longer and their torso thinned out a little.

“Chrysalis, did you ever get that control of the spell that Slash used under your command?” Discord asked frantically.

“No why- OH NO!!!!!” She said noticing the spell unraveling.

"Yeah, maybe you should have been a bit nicer to-" Discord said as he began packing a suitcase of his things.

"SHUT UP YOU IDIOT!!! WE ARE GOING TO DIE!!! Chrysalis shouted, grabbing his shoulders.

At this moment everypony and everychangeling was watching what was going on. The two sisters now began to grow horns and wings each returning to their prior size. Finally their manes and tails grew out and started to flow as normal. With a bright flash, the two royal sisters had regained their alicorn status and shook fear into every changelings cold dark heart.

“Well, we are doubly and royally screwed.” Discord said flatly.

“Girls use your elements again and this time you shouldn’t miss.” Celestia said casting an immovability spell on Discord and Chrysalis.

The Elements started charging as Discord and Chrysalis began to panic, finding out they couldn’t move. The two sisters then began to teleport every last changeling back to their wastelands. It didn’t take long for Discord and Chrysalis to realize their predicament.

“WHAT DO WE DO? WHAT DO WE DO? NONONONONONO!!!” Discord shouted in Chrysalis’ face, trying to get free.

“CALM DOWN!! My Changelings can save us...where did they go.” Said Chrysalis, her tone drastically changing by the end.

“They were teleported back to hive by the princesses.” Discord replied flatly.

“Oh.” Chrysalis muttered.

“AHHHHHHHHHHHHHHHHHHHH!!!!!” They shouted in unison as the beam fired out at them completely engulfing them.

“Just you ponies wait, I’ll get out again I always get out!” Discord shouted.

“Oh just shut up already!” Chrysalis shouted back at him.

The beam closed in on them as they let out one final scream and then exploded. Only this time the beam expanded over all of Equestria. The magic power was overwhelming. The throne room was filled with blinding and randomly changing colored light. The ponies and sisters tried to stay awake, against the pure power, but eventually passed out as the light faded away. As they fell to the ground unconscious and were uncertain if they had won, or if they couldn’t control their own power.

Chapter 15

As the dust cleared and the light faded away the ponies were wearily getting of the ground. They each had to take a moment and adjust their eyes due to the great light that had just been blinding them a moment ago. Not to mention the slight headache of magic rush from the Elements of Harmony. As they all stood out they looked around at what the Elements had exactly done. What was momentarily a pile of rubble, stood the glorious and radiant Canterlot Throne room. All of the cocoons had been removed and any green slime left over had been cleaned up. Every tapestry or stainglass window was fixed and looked as bright and vivid as the day it was made. However, even though they only could see the throne room, the Elements had fixed much more than that.

Besides the castle and the land of Equestria was completely restored, all of the captured ponies had been returned to their respective towns and houses, and the changelings had been banished. Outside, the sun shone brightly and birds were chirping, it was if the entire invasion had never happened. In fact the only thing that remained of the invasion was the memory, easily erased if they wanted it to be. After collecting themselves for a moment Twilight spoke up.

“We did it...we won.” She said with a sigh.

The group just stared at her in silence until Luna said.

“We let’s not just stand here with our mouths open. WE WON!!!” She said raising her hoof in the air.

With that said the girls cheered with delight and joined in a hug. Tears of joy, exhaustion, and relief were shed but no one seemed to care. They had done it, they had won. They continued the hug for a few more moments then continued to look around the castle.

“Hopefully the elements will work a little bit better than last time.” Rainbow Dash said. “I want to take a break from defeating him.”

“Oh I don’t think that we will have to worry about him or Chrysalis for a long time.” Princess Celestia said gesturing towards the back of the room.

There, immobilized in one stone statue, stood Chrysalis and Discord holding on to each other for dear life.

“I think it will make a nice addition to the royal vault.” Celestia said while two guards entered through the main doorway.

“Your majesty,” One of them said bowing, “Shall I take the prisoners away?”

“Yes, please.” Celestia said while the two unicorns levitated the statue off the ground and headed toward the vault.

“Better luck next time Discord.” Luna called with a smirk.

“You girls did it, Discord is defeated and Equestria has been restored.” Celestia said proudly.

“No Princess…we did it.” Twilight said.

“So if Equestria is restored, then everyone is okay, right?” Pinkie Pie asked.

“Yes, the magic from the elements freed everyone and put them in their rightful place. Even the changelings have been returned to their homelands.” Luna said.

“And Discord and Chrysalis?” Twilight asked.

“Will be under maximum security for as long as their statue is standing.” Luna replied.

“Your six will be commended for your bravery and your service to Equestria...once again.” Celestia said joyfully.

“Princess Celestia,” Rarity began. “I hope this isn’t too much trouble for you but, can you teleport my sister here? I really want to see her.”

“Rarity that’s no trouble at all, in fact-” Celestia said charging up a spell.

That very moment the throne room was filled once again with a radiant light as Celestia used her magic. In less than a second, the CMC, Spike, and Cadence and Shining Armor were all teleported into the throne room.

“Sweetie Belle!” Rarity said running toward Sweetie Belle, wrapping her in a hug, and crying.

“Applebloom!” Applejack said running towards her sister.

“Rainbow Dash!” Scootaloo said running on over before Rainbow even got a chance to react.

Twilight saw everyone reuniting again, hugging, and even crying in Rarity’s case. She was woken from her daze when she heard her brother call out to her.

“Twily!” Shining Armor shouted happily.

Twilight turned with a smile to see Shining Armor and Cadence walking up to her, unharmed and happy.

“You did it Twilight!” Cadence said giving her a hug.

“We couldn’t have done it without you.” Twilight replied. She then looked over to Spike and the CMC who had walked up to her.

“We also couldn’t have done it without you four.” Twilight said.

“Oh you’re just saying that.” Spike said.

“No I’m serious, you all held off the changelings long enough for us to escape, plus that took real courage.” Twilight said giving Spike a hug.

“Twilight Sparkle is right.” Celestia said overhearing their conversation. “You all selflessly risked your lives to save Equestria and for that my sister and I are grateful.” She said bowing.

“Thank you Princess Celestia.” They responded with a bow.

Suddenly thinking of something Applebloom said, “Girls do ya realize what this means, we are the Cutie Mark Crusaders Equestria defenders!” She said raising a hoof in the air.

The three fillies excitedly check to see if they received their cutie marks and were disappointed to see that nothing was there as usual.

“Don’t worry girls.” Luna said. “You’re cutie marks will come in time, why I was even a little older than you when I got mine.” She said looking back at the group.

“Really?” Sweetie Belle asked.

Luna replied with a wink.

“Well,” Celestia said with a sigh, “I think we all agree that we have all had a crazy last couple of days, and I think we should all go home and take a rest for a change.”

They all agreed and said their goodbyes, Celestia offered to teleport the ponies back to Ponyville, but they decided to take the train. The train ride for the most part was uneventful and tiring and most of them fell asleep on the way home. Twilight looked out the window and the setting sun, glad that Equestria had been saved. The sun grew dimmer and dimmer like a candle slowly burning out, and eventually, Luna’s moon began to rise and the sky became dark. Stars filled the sky and after looking at their beauty for a moment Twilight decided to go to sleep. It would still be a few hours before the train reached Ponyville so Twilight and the others finally could sleep in peace.

===============

With Celestia asleep and Luna turning in early for a change, the Canterlot castle was quiet. There were a few guards on patrol but for the most part no one was around. Outside a gentle breeze blew by and the silence was broken by the trees swaying in the wind. There, in a lone wing of the castle with two guards in front of it stood at door. Behind the door was darkness. To any normal pony, the darkness would be a sign to stay away and for good reason. There in the darkness was a statue. A Statue of a strange alicorn and a mismatched figure of many body parts, holding on to each other for dear life. Although the statute could not move, it could think, and feel, and see. At this moment, it just happened to be arguing with itself.

“I swear this is all your fault!” Chrysalis hissed.

“My fault, it was your changelings that couldn’t complete a simple task. I was carrying the entire team here!” Discord retorted.

“Oh, I’m sorry "Mr. I can do anything", would you like a glass of water, you must be soooo tired from joking around.” Chrysalis said in a mocking tone.

“If you didn’t want jokes then why did you free me, Discord, god of CHAOS?” Discord questioned.

“Oh, don’t get me started with who called on who first, you could have left this partnership at anytime.” Chrysalis huffed.

“Well, I wish I knew that sooner, because not only can I not leave this partnership now, we are actually closer that I ever wanted to be!” Discord said in disgust.

“Don’t remind me.” The changeling grumbled.

…

“So ummm… do we actually have a plan to get out of here Discord?” She asked hopefully.

“Nope, we are stuck here until someone decides to free us.” Discord sighed.

“That’s our only option?” She asked.

“That or we could hope someone knocks us over so we break into a million pieces.” Discord suggested.

“I’ll take option one.” She replied.

“Then get comfortable Chryssie because we are going to be here for a long time.” Discord sighed in annoyance.

“When I get out of here. I am going to kill Celestia, Luna, and depending on how long we are in here you.” Chrysalis spat.

“A long, long time.” Discord continued.

The statute continued to sit in silence waiting to be freed. Unaware of anything happening outside of it’s darkness. It sat there waiting for a-

“WAIT A SECOND! YOU WANTED TO FREE SOMBRA AND DIDN’T TELL ME!?” Chrysalis yelled.

“Too late?” He replied sheepishly.

“DISCORD!!!!!!!!”

===============

“Are you ready Spike?” asked Twilight about to walk out the door.

It had been a few days since the end of the invasion. While the elements of harmony had fixed any physical damage done by changelings, there was still some reassuring to be done. Celestia and Luna traveled to every town in Equestria, and made public appearances saying how the invasion was over and they were fine. They didn’t come to Ponyville since the Elements of Harmony were there and they could explain everything. For the most part everyone went back to their daily live immediately following every meeting, however there was the occasional case of paranoia that the invasion was still a problem. Those who suffered from that were usually cured quickly and given the week to compose themselves.

The mane six were given a special celebration in honor of once again saving Equestria and ponies from across Equestria came to see them. They had been hounded by reporter after reporter just waiting to get the next big scoop. Although the threat of the changelings had been removed, Celestia and Luna increased security around the castle and sent a patrol to search for any stray changelings. Even the vault with Discord and Chrysalis had increased security, with more guards and a magic proof door.

For the first time in what seemed like forever, the mane six had a break. No conflicts with their work, no big friendship crisis, and now no great evil trying to take over Equestria. Twilight had talked to her friends and they all agreed that now was the time for action. Finally they could finish what they started.

“Yeah Twilight, go ahead.” Spike said in reply.

“Okay,” She said concentrating on her list.

“Basket?” She asked.

“Check.” Said Spike

“Blanket?” Twilight asked.

“Check.” Said Spike, crossing it off the list.

“Food?”

“Check.”

“Okay looks like we are all ready.” Said Twilight walking out the door on the way to their once interrupted picnic.

“Oh, I almost forgot.” Said Twilight. “Cupcakes?”

“Check!” Said a voice happily as a pink head popped out of the picnic basket.

“PINKIE!!!!!!!”

The End

Author's Note

Well, here it is, my first completed story. I just want to take a moment and thank all of you who have been following this story or myself, plus thank you to anyone who has liked this story and I hope you have enjoyed it.

Prologue

Revenge, Revenge is all I need to satisfy myself. Those fools may have trapped me momentarily but I will win in the end. Their magic is not as powerful as the first time. That means they can be beaten.

In a cold dark room in the Canterlot dungeon a statue stood in a rather defensive stance. The statue was that of a creature that was made of many random animals.

I will get out of here. The statue thought to himself. I will escape or my name isn’t Discord god of chaos. They may have trapped me but the spell is weak for I can sense everything around me. I thought it would be a piece of cake but then they had the gall to lock me up here in the dungeon. If only one poor innocent unicorn were to break the spell I would be free.

Just then Discord heard a strange noise from outside his cell.

“Hey who are you…… no stop please AAAAHHHH! Ugh.” Discord heard before an unconscious body fell to the ground.

The elite guards taken out, but by whom? Discord thought to himself.

He now not only wanted freedom but safety from whoever was outside.

I’ve never heard of someone or something being powerful enough to take down an elite guard. If Celestia wasn’t the embodiment of all that is good I would suspect her. Discord then heard the locks on the door being unlatched; Discord unable to move had thoughts buzzing in his head. Could Nightmare moon have come back? No, Luna’s overcome that. Ursa Minor? No too big. Rouge guard? No to weak. Just then the final lock was heard falling to the ground with a big *CLANG*.

The door slowly opened but since it was night the room was still dark. Discord let his thoughts go silent even though no one could hear him anyways. The door was then slowly pushed to the wall to avoid waking anyone. In stepped what seemed to be a guard. Wow, so it was the rouge guard, Discord thought in amazement. Just then a menacing green glow appeared around the guard’s horn shutting the door. The two stood in silence for a while each staring into complete darkness.

Finally after what seemed like hours the figure moved. Its horn lit up again but then the aura spread to its entire body. Then there was a bright flash. Discord had never seen the figure that stood before him. It was a tall slender Alicorn but it seemed… deformed in a way. The wings were thin and withered and the legs and horn were full of holes. Then the eyes, Discord stared in amazement as the two glowing green eyes seemed to pierce his soul itself. Then the creature took a breath.

“Hello discord,” said an unfamiliar feminine voice. “I have a deal for you, one that will alter Equestria forever in our favor.”