Hybrids

by Bok

Rating: everyone
Tags: Original Character, My Little Pony: Friendship is Magic, Rarity, Changelings, Adventure, Queen Chrysalis, Twilight Sparkle
Length: 34742

After an accident, Rarity and Twilight are thrown in a race against time to stop their transformation into changelings before they become part of Chrysalis' swarm forever.

After an accident, Rarity and Twilight are thrown in a race against time to stop their transformation into changelings before they become part of Chrysalis' swarm forever.

Published 2012-12-02 05:40:01 UTC
Last updated 2013-09-28 00:39:11 UTC

Stage 1: Fusion

The ornate streets of Canterlot buzzed with activity as Twilight and Rarity trotted between the fairytale buildings of Equestria’s capital. By complete chance, the both of them had been visiting Canterlot on the same day; Twilight had been in town to see her parents, and Rarity had a meeting with an important client. When they almost bumped into each other earlier, the two decided that the best way to spend of the rest of the afternoon would be to look around the city; one of them excelled at that task far more than the other.

"I swear, every time I come here I find a new reason to be amazed!" Rarity breathed. "The culture, the architecture, the wealth! I almost never have the time to actually go sightseeing when I'm here. I thought Hoity Toity was going to keep talking to me all day!"

"It is interesting, isn't it?" Twilight agreed, much less impressed by the commercial district of the town she had lived in the majority of her life; she was more into information about Canterlot than the real thing.

Rarity stopped and almost looked offended. "It's more than interesting, Twilight! This is Canterlot we're talking about here; most ponies never even step hoof on this mountain, let alone tour the city."

"What about that time you stayed in the castle? You had plenty of time to look around the city there."

"Yes, I suppose, but they were never places I wanted to go. Every morning I had a mountain of invitations, and I never was able to go anywhere I wanted to. "

Rarity leaned in a bit. "Twilight, you grew up here. What are some really good places to see? I've seen the race tracks and art galleries, but if I really want to show I'm the deluxe designer of Equestria, I need ponies to believe I'm a Canterlotian at heart. What's someplace in this city that only the natives know about?"

Twilight thought about it for a moment before her eyes lit up, "Don't worry, Rarity! I know the perfect place! The very soul of Canterlot is in—"

"The Canterlot Library?"

"Isn't it great?" Twilight squealed, "They have all the greatest writers from all across Equestria. Some of these books are hundreds of years old! Did you know that? I bet you knew that. Everypony knows that. There's literally tons of information on every shelf!"

Rarity laughed nervously; several of the scholarly ponies around them looked up from their books and shushed Twilight.

"Yes, well, why don't you show me around? I've never been in here before."

"Well there's no way we can cover it all in one day. C'mon, I'll show you the basics. There's the nonfiction section, and there's the catalog..."

Twilight pointed out the largest and most helpful sections, along with the best obscure corners to read large tomes. After they had wandered through the library for several hours, Rarity noticed it had become deathly silent; it was unlikely that anybody except Twilight or the princesses themselves ever came back this far, but that didn't deter Twilight. The few sparse guards in the deeper recesses of the building would sometimes stop them, only to let them continue when they saw Twilight.

"—and that's Star Swirl the Bearded wing! Some of the rarest books in Equestria are kept in there. Once my parents thought I had been kidnapped but nope, just spent four days in there reading the entire history of Saddle Arabia. That's not weird, is it? "

Rarity had tuned out of Twilight's speech, and absently agreed to travel into the wing when her friend asked if she wanted to see it. Twilight practically dragged Rarity behind her while they made their way to the door. She waved at the guard, who eyed them with caution.

"Hey Ms. Sparkle. Who's that behind ya?"

"This is my friend, Rarity. Can we go into the Star Swirl wing?"

"Sure thing, Miss Sparkle. Not too sure about your friend, though."

"C'mon Gold Plum. Please?" Twilight asked, putting on her best puppy eyes.

The gruff guard rolled his eyes and sighed, "Fine. But don't make me regret it. And if you even think about takin' something out of there, they'll be Tartarus to pay. Understand, lady?"

Rarity nodded and Gold Plum took a key ring from the side of his armor. He used his magic to unlock the heavy door; a dull clank sounded throughout the hall and the ancient lock released its hold to reveal the room inside. Twilight happily trotted her way through; Rarity hesitated.

"Whadya waitin' for? Get in there or don't!" he grunted. Rarity quickly complied and scrambled inside.

Twilight busily delved into the nature of the many books that lined the shelves. "Neat, huh?"

Rarity jumped slightly when the heavy door behind them closed, and laughed weakly, "Yes, that is very enchanting."

Twilight launched herself into a lecture; she treated Rarity to a long history on the construction of the library, how it was funded, and how valuable the books that sat in the Star Swirl section were.

The white unicorn, for her part, ignored her friend; she toured the room on her own to find something that wasn't covered in dust. She stopped at one of the heaver books with green, elaborate binding and carefully pulled it from its shelf. She was unprepared for the sheer weight of it as it nearly hit the floor before she summoned enough strength to hold it.

"Twilight? What's this?" Rarity said while Twilight explained the history of the printing press.

Twilight ceased her one-sided discussion, turning around to see Rarity halfway blocked by the sheer volume of the cover. "Hmmm. Let me see. Oh! This must be the a floor plan of the entire library."

Rarity looked at her friend with bewilderment. "Twilight?"

"I've never read all the books in here. This looks like the architect's original draft. See the notes?" Twilight said. Her hoof skimmed through the pages. "Wait a minute. This room isn't in the library."

Rarity looked where Twilight's hoof had stopped. The books displayed the outline of a large, circular room adjoined by a smaller, square one. "This this the room we're in right here. And this is..." She looked up, staring at the brick wall beyond them. "According to the map, it's right there."

The academic journeyed over to the wall to check it for any signs of a door or recent masonry. Rarity stuck right behind; she gave magical control of the book over to the bookworm as they neared brick and mortar.

Twilight traced the stone. "You know, there's a lot of rooms in here that I know aren't in the library. This one was probably never built." When her leg pressed over one otherwise normal stone, it suddenly gave way and pushed into the wall. The entire room seemed to shake, and the wall suddenly gave way before the two.

The smoke had only started to clear when Gold Plum ran in, his teeth gritted.

"What happened!?" he demanded. He saw the rubble first; his attention then turned to the two mares on the floor with hooves over their heads. "What did you two do!?"

Twilight rose. "It just collapsed!"

Gold Plum prepared to yell at them again, but stopped when the dust from the wall's death cleared to reveal an empty chasm behind it. He looked back to the mares and pointed at the floor. "Both of you, stay here. I'll check this out."

He walked past them and climbed over the rubble, into the hole. He crawled out a few seconds later, and called to Twilight. "Hey! Did you know this room was here?"

"We were reading that book over there and found it on the map. Then I touched a stone where you're standing, and the whole thing just fell down around us. What's in there?"

"Weird stuff. What did that book say this room was?"

Twilight directed her attention to the book and brought it up to her nose once more. She read out the tiny text written next to the outline of the room that she missed on the first read. "It says 'Specimen Room', I think."

"Huh. Well, you two keep there. I'm going to see if this room is stable and then go get some soldiers."

Gold Plum descended into the dark room, forced to feel his way about the darkness until he came upon something that felt like a knob. He gave it a twist, and light filled the room with a warm, orange glow. The source of the light was a large lamp that hung in the middle of the room, fed by some sort of fuel that was controlled by the knob. Pipes crisscrossed the roof and walls of the room; all of them ultimately attached to the lamp.

The name 'specimen room' fit the place quite nicely. The shelves were lined with all sorts of macabre creatures and Celestia knew what else, all bottled and preserved in various jars.

He slowly walked the rows, and his thoughts escaped his lips. "What kind of fresh discord is this?"

At the end of the hallway, he discovered something that really piqued his interest...an ornate display case. When he came closer, the case's contents became clear: a very old, very shriveled changeling wing was clearly visible in the glow of the lamp. He quickly opened the case, lifted the wing, and held it to the light to get a better look. It was then that he noticed two blurry shapes at the bottom of his vision, and he jerked.

"Bwah! I thought I told you to to stay still!"

Rarity looked around the room with apprehension. "I think that if it were going to collapse by now, it would have. Would be an improvement, if you ask me."

"What's that?" Twilight asked, her hoof pointed at Gold Plum's levitated wing.

"You two aren't gonna listen to me, huh? Fine. Call me crazy, but I think this is a changeling wing."

Twilight walked forward until she was directly under the wing to lend her own eyes to the piece. "Wow. I think you're right. How do you think it got here?"

"This library's nearly as old as Canterlot, and this library's been redone I don't know how many times. Maybe this used to be the office of some old curator way back when. There's a desk over there, and that wall over there is lined with books."

"You mean like those Daring Do novels?" Rarity asked.

Gold Plum sighed. "Well, reality usually isn't as exciting as all that."

The rubble at the entrance of the room shifted; one of the larger rocks at the top of the tumbled down and Rarity turned to see it as it rolled towards her. She doged in the direction of the other two, and hit a shelf in the process. Gold Plum and Twilight’s eyes became glued to the shelf while the inevitable played out.

Soon the laws of gravity caught up with the shelf, causing it to tilt backwards; it crashed into a table behind it, and split it in twain. A book that had rested upon the table was sent upwards and into the bright lamp with a loud tink! The crack it left behind began to spread rapidly, and before the ponies could blink twice the cracks had covered the entire glass lining.

The trio hoped against hope that the contents inside the lamp were somehow nonflammable, but no dice; the lamp’s glass shell gave way to a torrent of flaming orange liquid.

When the blazing hot fuel rained down, the world seemed to slow down all around Rarity. She dove toward Twilight, who had already readied a spell with her horn. Gold Plum had dropped in wing in shock, his muscles tense and prepared for the the onslaught of fire.

The wing itself floated by Rarity's face when Twilight unleashed her teleportation magic. The world became white, then black, and colors again filled her vision; they were all at once outside the now-burning room.

Twilight turned around and yelled inside. "Gold Plum!"

She called again, and a figure leaped out of the inferno and landed in front of her. Gold Plum quickly patted himself down; a small flame on the tip of his helmet's plume was the last thing to be extinguished.

"Both of you, get out of here while I go get help!" he barked, pushing the two mares out the door before he bounded down the hallway and called every guard to get a bucket of water.

An hour later, the fire had been largely put under control. Thankfully, the fire was contained to the small room, and did nothing but turn the walls immediately around the entrance black. Everything inside the Specimen Room had been completely obliterated and reduced to ash.

Both of the mares watched the guards attempt to fan out the remaining smoke from the end of the hall along with almost every other pony in the library.

"Really, Twilight, it was an accident."

Twilight eye's seemed to pop out of her head. "Accident!? You'll probably be banned from library for life, at least!"

Gold Plum emerged from the rare books section and walked towards Twilight and Rarity, his face none too pleased. He only spoke when he was a short distance away. "You two, come with me."

After they nodded, he escorted them to the library's entrance; only when they were directly in front of the huge doors did he speak again. "Good news is, the blaze got contained. Bad news is that the whole darn wing is closed until we can see if the fire did any structural damage."

"What about us?" Twilight fearfully asked.

"Just go home. I'll write this off as an accident if your friend stays away from this library for, uh, ever. Arresting Celestia's student's best friend is not on my to-do list."

The two complied with Gold Plum's orders and immediately made their way toward the train station. Twilight had calmed down significantly, now confident that being handed over to Celestia for immediate banishment wasn't her fate.

The train to take them back to Ponyville finally pulled into the station, and Rarity turned to Twilight while steam rose from the engine.

"Do you really think that was a changeling wing, Twilight?"

"Looked like one. It was so old, though. Shame it got burned in the fire."

"Burned? But I thought it—"

"What?"

"Nevermind. It's nothing."

When the two of them disembarked the train at Ponyville's train station, Applejack awaited them on the platform.

"Applejack!" Twilight greeted, "What are you doing here?"

"Oh, Granny Smith's visitin' relatives. She's supposed to be on the next train here. How was your trip to Canterlot?"

Rarity laughed, "Well, we did technically burn down a library while we were there."

"Beg ya pardon?"

Rarity explained what happened and how the two had almost been burned to a crisp.

"Trouble just follows us wherever we go, huh?" Applejack said when Rarity had finished her story. Winona happily rounded the corner, proud that she had spent her time to chase down a squirrel. She walked up to Applejack in a typical doggy strut until she came within a short distance of Rarity and Twilight and froze at the sight of them.

The happy-go-lucky dog immediately bared her teeth and snarled.

"Winona!" Applejack shouted, "Quit that, Winona!"

Applejack attempted to bribe her dog with promises of treats and threats of sleeping on the porch to no avail; Winona thought something was definitely wrong. “Sorry girls, Winona's never been like this.”

Twilight's logical brain had already come up with an explanation, “There was a lot of jars filled with preservatives in that fire. Some of it must have evaporated and settled into our hair somehow. Winona probably smells it."

Applejack grunted.“That'll probably do it. Why don't ya'll go home and take a bath? I know I would.”

The two unicorns looked at each other and shrugged. They parted ways, and AJ's dog continued to growl well after they were gone.

Rarity announced her arrival when the door to her home flew open. “Opal! Mama’s home!”

Opal was in the middle of a nap on the head of a mannequin when she was woken from her master’s return. She took one look at Rarity, hissed, and leaped off her napping spot and into the kitchen.

Rarity called after her, but only received another angry hiss in reply.

"Hmph! Why must every animal be so rude today?" she said to herself.

She walked to the bathroom to take a relaxing bath, and catch up on some reading. Some trashy romance novel would do it; they were her guilty pleasure.

She read the whole thing, and couldn't help but feel like one more bad romance book wouldn't kill her. She considered a read of that vampire one before she looked outside. A low timberwolf howl in the distance complimented the moon against the night sky quite nicely.

"Oh dear. Is it that late already?"

Rarity pulled herself out of the bath and dried off. She found it odd that she had not in any way developed pruned skin, but shrugged it off as a side-effect of her amazing complexion. She prepared for sleep, and when she was ready, snuggled into bed with a contented sigh. Opal would often spend nights on the bed with her, but if she wanted to be little miss attitude, then she could sleep on the floor.

She eventually drifted into a fitful sleep, aggravated by a dull pain that had developed in her back and hooves.

Twilight had received almost exactly the same treatment as Rarity when she arrived back at the library; Owlowiscious saw her and immediately flew out the window in a panic, hooting all the way. Twilight Sparkle simply chalked it up to what was left of the formaldehyde in her fur and took a quick bath to quench the smell.

Spike was asleep by the time she was ready for bed; he had exhausted all his energy while she was gone to keep the library perfect. She took him up to his bed to tuck him in, and yawned when she was finished.

She made one last mental note to write a letter to Celestia asking about that changeling wing (and to apologize profusely for the fire) before she slipped into her own dreams.

Nightmares, actually. Very bad ones.

Most of them involved an escape from some kind of gigantic pest control pony in a massive house. The dream would change every so often, but the focus was always about being unwanted. She stirred in her sleep with mumbles and groans throughout the night.

Rarity fared little better. Her dreams of being hunted by giant spiders eventually caused her jump from her sleep in a cold sweat. She couldn't fall back into any kind of meaningful slumber after a dream like that, and headed to her bathroom to splash some cold water on her face in hopes that it would clear her mind.

She walked into the bathroom, turned on the lights, and looked in the mirror.

And then she screamed.

Stage 2: Infection

Rarity screamed so hard that she produced nothing but a dry raspy sound; her legs quaked and body shivered at the repugnant monster that stared her down in the mirror.

Eventually she quieted down and ever so cautiously walked up to the repulsive reflection of herself. She checked and checked again as she poured over every horrible detail.

"My hair is an absolute mess! It's going to take me hours to brush this out in the morning."

She turned the faucet's knobs to collect a pool of cold water and noticed something odd with her front left hoof.

Rarity brought it closer to her face and turned it, and when it was in full view her mouth dropped. In the middle of it, near the bottom, was a huge hole going right through her leg. With her other hoof, she pushed the tip of it as far as it would go into the hole before it stopped. She did indeed have a circle going through her flesh and bone.

"Huh." Rarity said flatly, which was closely followed by a second, even louder scream. Her eyes rolled back into her head and she tumbled to the floor in a frizzled heap.

The sun's rays hit Rarity's eyelids and jostled her from her impromptu sleeping place. She experienced a moment of confusion as she looked around her unintended bedroom before her memory returned.

She brought her hoof back in front of her. The hole was still there to mock all notions of how pony anatomy should work. She fought back another cry for help since he hole didn't seem to be from any kind of injury; it was almost as if someone had just blanked out a piece of her leg. It didn't really hurt either; the only thing that was actually sore was her head, which smarted quite fiercely.

The hospital was a possibility, but...No no no, they'd almost certainly see Rarity as the harbinger for some kind of horrible plague and quarantine her. The Carousel Boutique would likely be closed off, and she'd be out of business!

"Twilight!" she exclaimed, "She'll know what to do!"

She ran downstairs, but stopped herself at the door. Nopony would just ignore Rarity as she walked down main street with a hole going right through her; she needed some kind of cover. Luckily, the early winter months had already begun and many of the denizens of Ponyville had already started to bundle up. The unicorn ran back upstairs to put on her best boots and a modest sweater before she headed back downstairs.

"Mamma's going out for a while, Opal. Be a good girl while I'm gone!"

No reply came. She shrugged, opened the door to head outside, and closed it behind her. Had she not been in so much of a hurry, she might have noticed a terrified Opal backed into the corner of the room, no longer threatened by her owner but now full-on terrified.

Rarity plotted the least conspicuous course to the Golden Oaks Library. If all went well, she wouldn't have to run into another pony before she made it to Twilight to fix her illness. After all, it was probably nothing. Twilight probably had tons of books that were about holes in ponies, right?

Every noise seemed to startle her as she kept a low profile, and she was so absorbed in her own condition that she headbutted right into Fluttershy. The pegasus squeaked a soft 'ouch' when they both hit the soil.

"Oh my!" Fluttershy said as she struggled back up, "I'm so so sorry! I wasn't looking where I was going and I—"

Rarity waved her concerns away, "It's fine, dearie. What are you doing in this alley anyway?"

Fluttershy timidly kicked at the dirt. "Well, I always take this way back to my cottage. There's fewer crowds this way."

The fancier of the two dusted herself off and noticed that Angel was with Fluttershy as well. He stood on her back with folded arms; Rarity could feel the intensity of his beady stare. He didn't thump his foot on Fluttershy or in any way tell his owner about Rarity's condition, and for that she was silently grateful.

Rarity said her goodbyes to the pegasus as they went on their respective paths. She thanked Celestia when she saw the Golden Oaks Library and checked to see if no other pony was around. When she was sure she was alone, she knocked three times.

No answer. She knocked again, a little louder.

When she raised her hoof to begin a third round of knocks, the door swung open; she was pulled inside none-to-gently by a magical telekinesis field. The moment she was inside the library, the door slammed behind them. The field that held Rarity vanished and she landed on the ground before Twilight's face filled her vision.

The librarian's pupils were bloodshot, and the bags under her eyes told bounds about her exhaustion. Her mane was frizzled—even worse than Rarity's—and her left eye twitched. She also wore a bright blue scarf around her neck, even though the library was toasty.

"What!?" she demanded.

Behind her, Rarity noticed stacks of books piled over one another and it looked as though they had been flipped through before being ultimately discarded. Spike thumbed through one of the thicker ones as she addressed Twilight.

"Sorry to interrupt your, uh, studying, but I need your help with something."

Twilight lifted several books with her magic and pushed them onto Rarity. "Well there's a lot of help in these books. You should probably go home and read them and not stick around here! It's not like I'm trying to hide something!"

"Hide something? What are you hiding?"

Twilight covered her mouth and piled even more books onto Rarity. "Said too much! Here, here's every romance novel in the library! This one's about a werewolf made of diamonds! You like that, right?"

Rarity had a split second to react before she was locked out of her only opportunity of a cure. She thought fast and tried to pin the reason for Twilight's strange behavior.

"Twilight!" she yelled as she held out a hoof to stop her. "It...It's happening to you too, isn't it?"

The white unicorn was still suspended in air as Twilight looked at her with shock, "How—how do you know?"

Rarity pointed at the floor and Twilight complied as Rarity was slowly lowered to the floor. When Rarity had solid footing, she carefully removed the boot to the infected hoof and held it in front of her friend. "It showed up last night."

Twilight nodded and pulled down a part of her scarf. Instead of fur, there was shiny black chitin. "Spike heard me mumbling in my sleep and went to check on me. And he found this."

"By Celestia, Twilight, what's happening to us?"

Twilight took a deep breath. "Rarity, I really don't want to say it. What's going on here isn't documented in any history books, any medical journals, or any ancient tomes. I've ran every possible scenario. Rarity, we're turning into one of them."

Rarity attempted to brush off Twilight's conclusion with an alternate explanation. "You can't be serious Twilight. We probably just caught some exotic disease in that filthy room that guard found."

"Technically, you're right. I don't know how, I don't know why, but I know that changeling wing we saw has something to do with this. I'd go back to try and take him home to make some kind of cure, but it was almost certainly—"

"—destroyed in the fire." Rarity finished. "What are we going to do, Twilight?"

Twilight turned back to her books. "That's what I've been up all night trying to figure out. So far, all I've found are ways to exterminate changelings. And they're all...messy."

"Couldn't we write a letter to Celestia? She'll know what to do."

"No!" Twilight cried, "No. If we showed up in Canterlot looking like this, we'd be thrown in jail in no time. I think we're on our own here, Rarity."

"Twilight, we're turning into insects. Celestia's going to be a lot more upset if she finds out we both became monsters because you were too afraid to ask her for help."

"But—"

"Twilight, it's not like we're going to be meeting her in person. Just write her a letter and explain what happened."

They both heard the sound of burning paper behind them, and turned to see a green wisp fly out the window.

"Spike?"

"I had a letter ready an hour ago. I was going to wait until you told me to send it yours—" Spike explained before he was cut off by one of his loud belches, which produced a small wrapped scroll.

Rarity exhaled. "Oh thank goodness!"

The two crowded around Spike as he grabbed the hovering parchment and began to read it.

"Dear Sir or Madam or Species of Obscure Gender,

Their Royal Majesties Princess Celestia and Princess Luna are unavailable for contact at this juncture, as they are currently attending diplomatic duties in [REDACTED]. Please await two to four weeks for a reply, and—

Twilight crumpled the letter before Spike could finish. "Ugh! I hate that answering spell!"

"So I guess we're on our own, huh?"

Rarity helped read through the massive collection of books in the library, and at the same time kept a polite distance from Spike. The little dragon ignored his pile of books and was concentrating on admiring Rarity, staring at her with puppy dog eyes.

"Spike." Rarity warned without looking up from her book.

The dragon sighed as he picked up one of the medical dictionaries and began halfheartedly flipping through it. It didn't last long, however, as he stopped looking at the book and concentrated on Rarity.

Rarity's brow furrowed when she noticed Spike looking at her again. She opened her mouth to ask him to please focus on the books, but stopped herself; a large heart had appeared over Spike's head, glowing with a pink halo.

Rarity pointed to the object above his head, "Spike, what's that?"

Spike looked up. "Huh? I don't see anything."

"Twilight!" Rarity called after her friend, "Look at this!"

The unicorn looked up from her book. Her gaze also fixated on the floating heart and both unicorns walked up to inspect it.

"What is it?" Rarity asked.

Twilight flipped through a book she was holding in front of her, "Weird. Looks like that big heart we saw with Cadence and Shining Armor but...smaller."

"What are you guys talking about? All I see is the ceiling."

Rarity stuck out a hoof and poked the floating heart. It dissolved at her touch as it shrank and pink tendrils of energy flowed into Rarity. When the heart was completely gone, a burst of energy knocked her to the floor.

"Rarity!" Twilight yelled, coming to the aid of her friend and lifting her head off the floor. "Are you alright?"

"I'm fine, dear." Rarity replied. When she did, she noticed that she felt different, and looked down to see that another hole had appeared on her leg, this one going through the side of it. Rarity's shrill cry pierced the room as Spike and Twilight attempted to calm her down.

They ran out of napkins and hankies and Twilight had to resort to some of the books in bad condition to dry the unicorn's tears. After a while Rarity regained her composure; Twilight patted her on the back to console her.

"What was that? I touched it and now I'm even worse!"

Twilight was silent for a moment, and seemed to startle slightly with revelation. "Changelings feed off love, Rarity. That must have been a physical manifestation of it. When you poked it, you must have absorbed it somehow."

Spike grunted. "Great. Now everybody knows."

Twilight looked up, "Spike?"

"Yeah, yeah. I'll go into the other room so I won't make another one of the heart things," he sighed, and walked upstairs.

When he was gone, Twilight stood. "I don't think we're going to find a solution here, Rarity. Even that book Spike found in the wall didn't have anything about this."

"So what do we do, Twilight?"

"The Crystal Empire's library is bigger than anything I've ever seen. Bigger than Canterlot's! If they don't have a book about this, nopony does! It's a pretty long trip, but I think our best bet is to do some research there."

"Oh, the cold is just going to wreak havoc on my skin. Well. I'll meet you in the train station in an hour, Twilight. I simply can't go to the Empire a second time without looking my very best."

Rarity slipped her boots back on and walked towards the door before she turned back to her friend."Oh, and Twilight?" she said with a look of sincere gratitude, "Thanks."

Twilight smiled, "That's what friends are for Rarity. You'd do the same thing in my boots."

"But I like these boots..."

Twilight sighed at Rarity's joke and opened the door to see her out. When it creaked shut, she turned back to Spike.

"Spike? Did you catch all that?"

Her assistant looked concerned. "Are you really sure this is a good idea, Twilight? We could just wait until Princess Celestia comes back."

"We don't know when that'll happen! We have to—"

Twilight's vision blurred, and her legs became jelly. Spike only closed half the distance between them before she was on the floor, completely oblivious to the world around her.

Twilight awoke in the great library of the Crystal Empire.

"Oh, thank Celestia!" she exclaimed as she ran down the massive aisles of books to find something, anything about changelings to reverse the process. She panted heavily as her legs carried her to the 'C' section, and quickly scanned the book bindings that whipped by for any sign of information about changelings.

Twilight stopped dead when she saw one piece of literature called Changelings and You! She grabbed it and immediately flipped through the pages to look for any information about ponies spontaneously that suddenly transformed into the horrible bugs. Her search ended when she found a chapter titled Non-Preferable Genetic Overflow, and moved her hoof below the chapter heading to begin delve into the words.

"So," the words read in a very un-academic fashion, "you wanna stop turning into a changeling, right?"

Twilight didn't question the fact that the book just talked, and dream logic compelled her to nod.

"Now what would you want to do that?" the book continued, and the whispers of a familiar voice began to nararate the book, "I think it's an improvement!"

"I need a cure!" Twilight shouted back at the book, and it laughed in the same dramatic way that she had heard at her own brother's wedding.

"Here's something you should know about changelings!" Queen Chrysalis' voice shouted as Twilight followed the jagged sentences, "Our will is absolute! And our decisions are final!"

Twilight awoke with a start, and the dragon that had been only inches from her face scrambled backwards before he fell back on his behind.

"What happened?" Twilight groggily asked as she rubbed her head.

"You fell down and got right back up."

"I...I was only out for a few seconds?"

"Yeah. Twilight, you think we should just visit Zecora before you go all the way to north?"

Twilight closed her eyes and concentrated to consider Spike's option. It seemed so obvious, but...when she tried to consider anything that didn't involve going to the Crystal Empire and delving into the books for a cure, her mind seemed to dismiss it on instinct; she needed to go.

She smiled and patted her assistant's head. "Don't worry, Spike. I've got it under control."

Rarity's knees wobbled as she opened the door to the Boutique. She stood there absently; it wasn't until she felt a gust of wind behind her that she realized she was standing in the doorway. The unicorn walked inside, considerably fatigued from the stresses of the day.

She walked up her staircase and into her bedroom to find something decent to wear to the north. After quite a bit of arguing with herself, she decided on her finest pair of yellow boots. When she came to an impasse over what scarf to wear, she was struck with revelation.

"What am I doing?" she exclaimed as she threw down her scarves, "I can't just go to the Crystal Empire! This is—"

Rarity's eyes became dilated and face vacant when Twilight's words echoed through her mind.

"The Crystal Empire's library is bigger than anything I've ever seen. Bigger than Canterlot's! If they don't have a book about this, nopony does! It's a pretty long trip, but I think our best bet is to do some research there."

"On second thought," she said in a neutral tone, "maybe I should go. Wouldn't want to disappoint Twilight, after all."

Rarity continued to check through her wardrobe, and within minutes had forgotten about the strange influence her friend's words had over her; she happily hummed a little tune as she contemplated what fashions would be popular in the Empire at that time of year.

The two of them met at the train station at the agreed time.

Rarity looked around for any sign of Twilight's minion. "Where's Spike?"

"I can't risk him making more of those hearts. It seems to accelerate the process, and I dunno how long we have until this becomes...permanent."

"All aboard!" the conductor shouted, "Galloping Gorge, Vanhoover, and the Frozen North!"

The conductor eyed them carefully as Rarity and Twilight both walked on. A normal pony would have never noticed anything unusual about the two unicorns, but the conductor wasn't a normal pony. In fact, he wasn't a pony at all.

Insect eyes hidden behind his guise saw in-between the multiple scarfs Twilight wore, and for the smallest of moments witnessed the hard shell of a changeling. When the two were out of sight, he took his own place upon the train as the engines of the locomotive roared to life and steadily pushed the machine towards the north.

This was an interesting development, thought the conductor. When they stopped at Galloping Gorge, he had a few pieces of information to pass along.

His queen would expect no less.

Stage 3: Incubation

Deep in the Everfree Forest, Zecora meditated on her bamboo stick. Her clear mind could only contemplate on the subtle sounds of the forest as the very threads of creation flowed through her. She could sense something very wrong with the world around her, but could not place her hoof on exactly what it was. The zebra opened her eyes and climbed off the stick, thankful to the forces that be that Twilight or Applebloom didn't suddenly burst into her hut and knock her off.

She needed to find out what this dark blanket of dread was. Taking inventory, the zebra saw that she was short one vital ingredient to make the potion needed to give her better insight. She took two bottles and her favorite cloak and ventured out into the forest, towards the grove where the ingredient she needed grew.

She closed the door to her tree hut; when it shut, a drawl greeted her.

"Hey, Zecora! Where you goin'?"

It was Applebloom with basket of groceries in her mouth. In her mediation, Zecora had completely forgotten the errand she had sent the little pony on.

"Why hello there little Applebloom! I'm sorry I cannot stay and invite you into my room."

"Where you goin'?"

"A grove near here, little one, where a certain plant grows. It's a funny little mushroom called Mule's Nose. I need it for a potion, and need it very soon," she explained in rhyming canter, and her voice suddenly grew dim, "It will show me a pony's fortune, or perhaps their doom."

"Huh," Appleblom stated. "Hey, can I come with ya?"

Zecora nodded. "It is not far from here, but the path is still wild and I implore you to stay near."

The zebra turned and walked east from her house and the little filly followed. Few words were exchanged between the two as they pushed their way through thick thickets and brambly brushes to reach the needed ingredient to Zecora's potion. Applebloom was considered asking if they could just turn around when the forest suddenly opened up and both of them saw a small ring of mushrooms, with one larger mushroom in the middle. Zecora walked ahead and eyed each mushroom carefully.

"Somethin' wrong with 'em?" Applebloom asked.

"I must choose with respect the mushroom that we require. Choose hastily, and we invoke the forest's ire."

"Forest's ire, huh?"

Applebloom walked up to the ring as well. None of the mushrooms seemed any different from on another, and the prospect of waiting for hours for Zecora to check each mushroom made her youthful impatience got the better of her; she plucked a random one from the ring and held it up.

"What about this 'un?"

Zecora shouted something in her native language as the entire forest came alive. The plant life around them swayed wildly and a sudden gust blew through the grove. The noises of a hundred different creatures began to swirl around them. The noises drew closer and closer with each passing moment.

The trees seemed to be moving toward the grove and the wind howled, kicking up dirt and little blades of grass. Applebloom could see many strange and otherwordly shapes just beyond the trees. Just as they seemed ready to come into the grove they slowly began to fade back beyond the flora. The winds died down, the trees stopping their movement, and the forest returned to normal. The chrips of birds and buzzing wings of insects returned to the grove.

The earth pony grinned. "Guess I picked right! Wait, what woulda happened if I picked a bad mushroom?"

A clearly annoyed Zecora blew air out her nose heavily before she answered. "Our lives would have become filled with woe."

"What?"

"I believe ponies have a saying: you don't want to know."

The journey back to the hut was much less eventful and Zecora invited Applebloom inside. She instructed the pony to sit still as she prepared her concoction in her hot cauldron. Every so often she would toss some strange plant or piece of an animal into the pot and the potion would change colors or produce rings of smoke. After nearly an hour, Zecora finally dumped the mushroom they had collected into the stew, and placed both hooves on the edge of the cauldron to gaze into it.

Zecora seemed to read Applebloom's thoughts and began to talk about the nature of the potion when the filly opened her mouth. "This potion I mixed lets me see far, though it's as black as tar."

She motioned for Applebloom to peek into the stew with her. She took a stool to stand on and peered into the cauldron to see the same things in the pitch dark muck that Zecora seemed to.

Soon, two pony-shaped blotches emerged from the liquid. One was colored purple, the other white. They both possessed horns, and Applebloom pointed at them. "Is that Rarity and Twilight?"

Zecora was about to answer when the two splotches began to boil and were quickly consumed back into the potion. As soon as the two blotches were completely absorbed, two large green crescent-shaped spots that resembled eyes appeared in the liquid. After a moment they expanded, revealing huge reptile-like eyes. The cauldron shook violently at the vision and tumbled over to send the much all over Zecora's hut.

The zebra didn't seem to even notice the mess. "Rarity and Twilight are in much peril. Something had infected them; something vile and feral."

"Are they sick? Why didn't they just ask you for some medicine?"

"Their minds are clouded and motives impure. Even if they did come here, I have no cure."

"So now what?"

"There is no cure now, but that I will fix. A remedy I'll stew with a mighty mix. Deep study I'll need to find the right recipe. But first I need a clear head, and some hot tea." she rhymed, and walked over to one of the cabinets to prepare her drink. When it was complete, she calmly sipped her steamy concoction. .

"Wait a minute," Applebloom muttered, "Are you sayin' that you're gonna have to pour yourself into dark and forbidden arts and then prolly haveta go on some big epic quest to go get super-rare flowers and Celestia-knows what else before Twilight and Rarity turn into monsters?"

Zecora took a sip of her tea. "Correct."

Applebloom took a deep breath to say she was a Cutie Mark Crusader Cure-er but stopped herself when Zecora gave her a look of disapproval. "Sorry."

The clicking of the train upon its iron road was the only sound that could be heard as Rarity and Twilight slept. They stirred in their sleep, experiencing the same nightmares as before, but even more vivid and real.

Unbeknownst to them, the cabin door would slide open about every ten minutes and the conductor would peek on them. He eyed them carefully for any changes each time, and closed the door when nothing new had manifested itself.

When the train hit a particularly rough spot in the tracks and caused their cart to jump slightly, Twilight burst from her sleep and looked around in delirium before realization set in.

"Just a dream," she murmured sleepily, and almost returned back to her slumber when she heard a bump sound above her. She shrugged it off as the product of an old train's parts before a second, louder bump hit. It became constant. a slow rhythm of knocks in their cabin that seemed to come from everywhere.

Cautiously, Twilight moved herself from her couch and went over to nudge Rarity. The white unicorn mumbled about a changeling swarm consuming all her works of art until she was poked by her friend. She opened her eyes and breathed a sigh of relief that her dresses were safe for another day.

"Yes, Twilight?"

"Do you hear that?"

Rarity's ears perked up as she picked up the same noise that Twilight had heard: a steady march of thumps in their cabin. She listened intently for a moment before she looked up. "It's coming from the baggage compartment," she whispered, and pointed at the small door above the couch on Twilight's end before nodding off.

Twilight grew less tense, "Oh. Somepony probably just left their luggage in there, and now it's bouncing around. I'll get it."

She carefully pulled the little door upward. She had only opened it halfway when frantic shadow plopped out and bounced off Twilight's couch-bed. It then hit Rarity in the face; she broke from her sleep with a shrill scream. The shadow leaped from her face and hit the ground. Twilight's horn glowed with magic as she prepared to deal with whatever had attacked them, and when she pointed the light toward the little shadow both ponies stared in shock.

"Spike!?" they gasped.

The dragon was still woozy as he tried to regain his bearings. After a moment he shook his head to regain clarity and noticed the two ponies looking at him. "Uh, hi."

"Spike," Twilight scolded, "I told you to stay at the library!"

The dragon rose to his feet, "I couldn't just let you two wander off without some backup. Besides, you're going to the Crystal Empire; I think I have a little bit of experience dealing with that place."

Twilight sighed, "That's just it, Spike. If you're there, you're just going to draw attention to us."

"Or," Spike countered, "It means we could go anywhere we want in the city. I'd could just snap my claws and they would bring us any book in that library."

"It's a public library."

"Oh. Right."

"Don't tell me you've been alone in there the entire time," Rarity added as she nodded her head toward the compartment.

"Oh no, I had company. C'mon out, Peewee!"

A tiny little phoenix walked to the edge of Spike's hiding place and chirped before flying down to Spike. He landed on the dragon's outstretched arms and spread his wings.

Spike chuckled. "Little guy pretty much begged to come with me."

"Peewee? He's just a baby."

Spike scratched the phoenix chick's chin as he answered her, "I couldn't just leave him! Plus, he's a lot tougher than he looks."

Twilight was prepared to completely disassemble Spike's power trip with a verbal logic bomb when she heard the faint clop of hooves. "Spike, hide! If they catch you in here without a ticket they'll throw all three of us off the train!"

Spike nodded and Twilight helped him back into the baggage storage. Just as she had finished, the door to their cabin slid open to reveal the conductor.

"I heard screaming." he said, "Everything all right in here?"

"Just fine!" Twilight replied with a grin that was much too wide.

The conductor didn't seem to buy it. He didn't call Twilight out on her lie, though, and merely hmmm'd in a wary tone and closed the cabin door. When Twilight heard him open the door to another train cart and close it, she swiped a sweat drop off her forehead.

"That was close," she muttered.

Several knocks came on the other side of the baggage storage. "Is he gone? Let me out, it's cramped in here!"

"That conductor could come back at any time." Rarity said.

"Rarity has a point, Spike. Just stay there until we can think of a better way to hide you."

A grumble flowed out from behind the compartment, but Spike protested no more.

"Don't worry, we'll figure out something at the next stop," Twilight consoled before she settled back onto her side of the cabin. It didn't take long for her to slip back into her dreams; dreams that were becoming progressively stranger.

Twilight found herself in the library sorting books, happily categorizing them based their name, date of publication, weight, and fifteen other factors. The tornado of books gracefully swirled around her until a loud hiss broke her concentration. A copy of The Unauthorized Biography of Princess Celestia dropped onto her head as every other book under her control fell to the floor in large heaps.

A green flash engulfed one of the books, and where there had been a book there was now a changeling, ready to attack. Almost every book repeated the same action until she was surrounded by the deceptive insects, and when they pounced upon her she woke up.

It was morning now, and the scenery had changed from the rolling plains and hills to the thick forests that blanketed Galloping Gorge. She looked out the window and saw the train station quite a distance off around a curve in the tracks, and went over to Rarity to wake her.

"Rarity, we're almost at the next stop."

The white unicorn's eyes opened lazily as she smacked her lips a few times, and a wave of horror appeared over her face as she felt over her teeth with her tongue.

"Twilight," she whispered, "I have a fang!"

"Lemme see," Twilight said, and lifted Rarity's lip. Sure enough, one of her front teeth had sharpened into a long canine.

"You feel any different?"

"Nrot Rrery," Rarity said through her parted gums.

She let go of Rarity. "Hmmm. At this rate, we might have a few weeks before this becomes total."

"Might?"

"I think you still look fine," Spike said. They both turned around to see that the little dragon had somehow opened the compartment door from the inside. His belly faced downward and his claws cupped his faces as he started dreamily at Rarity. That, however, wasn't what surprised them. Another one of those hearts had appeared above his head, and Rarity pointed at it.

"Spike, heart."

"Heart?" he repeated. "Oh! Where is it?"

"Above you."

Spike clawed in the air above his noggin, and finally grabbed it after a few moments of coaching by Twilight and Rarity.

"I still don't see anything," he complained, "Just feels like I'm holding air."

"Get rid of it!" Rarity screeched.

Rarity's command startled Spike as he threw the heart. It hurtled directly at the window and passed through it as it slowly floated away from view.

"See?" Spike said, "I got this."

Spike nearly fell from his hidey-hole when the entire train lurched and began to slow down. They didn't think much of it until a foul, dry smell filled the cabin.

"Is that," Rarity said as she sniffed the air, "Is that smoke?"

The train slowly ground to a halt in front of the train station and ponies began to exit their cabins and get off. All of them complained of the horrid smell as they disembarked.

"C'mon," Twilight said, "Let's get off so we can buy Mr. Stowaway here a ticket."

As they exited the train, they found the source of the smell. The locomotive engine was wrapped in a dark black smoke; several parts of the machine glowed red.

"Ugh, we're gonna be here forever!" Spike groaned. The perched phoenix on his shoulder chirped in agreement.

The train didn't seem to take kindly to Spike's complaint. One of the heated parts of the engine suddenly burst open and spilled out a torrent of steam. The entire train engine then buckled under its own weight and hit the metal tracks with a crash. Every wheel on the train engine rolled off, and with a lurch the engine fell over on its side; a minor earthquake followed.

Rarity and Twilight gave Spike the evil eye, and he only shrugged in response. "What?"

The dragon's stomach rumbled, "Woah. You think they have a lunch stand around here?"

"There's probably one inside the station," Twilight said as she walked toward the station, "Come on."

They didn't notice the conductor's glare as he watched them head inside. He did not pay the destroyed engine behind him much attention until the train's engineer ran up to him.

"Guard Rail!" the engineer shouted, "The entire engine's busted! Get a line sent while me and the boys try to put 'er out!"

The disguised conductor nodded stoically as he trotted off inside the train station as well.

As he entered the building, the engineer scratched his head. "Wonder what's buggin' him..."

The entire station was filled with ponies. More than a few of them complained to the ticket booth, with the poor earth pony inside trying to guarantee that the train would be up and operational "soon". That didn't calm the crowd at all, and Twilight and her two companions agreed that they should probably just wait on a bench until they had the train up to condition.

As they waited, Twilight winced in pain. She pulled out her scarf to get a glimpse of her neck. She scowled, and wrapped the clothing even tighter than before.

"Are you alright?" Rarity asked.

"It's spreading."

A janitor pony emerged from one of the doors near the bench, and Spike stopped him. "Hey, is there any place to eat around here?"

The old janitor scratched his beard, "Hmm. There's a sammich stand around back."

Spike hopped off the bench. "See you guys in a sec!" he said, and walked back out of the station with Peewee still on his shoulder.

The food stand was a welcome sight. The pony at the stand took the coins that Spike dug out his pocket and prepared the best-tasting cheese sandwich Spike had ever had. He savored its rich flavor, and even offered Peewee a piece. The phoenix did not greedily gulp it down like he expected the tiny bird to and instead started a fit. The bird flew off towards the forest behind the station, with Spike left well behind.

"Peewee, wait!" Spike with a mouth full of cheese and bread. He took the remainder of his lunch and scarfed it down with a single gulp before he gave chase.

Spike's chubby legs carried him as fast as he could, and he kept track of the little red ball of light that laced itself between the tall pines. Peewee was remarkably fast for his age; Spike couldn't even keep count of the number of times he would lose track of Peewee only for the phoenix to pop up a moment later and take off even deeper into the woods. If Spike didn't know better, he'd say that the little troublemaker had something planned.

Peewee finally stopped near a cluster of smaller pines and circled one of the branches with loud squawks. Spike caught up to him, completely out of breath. He attempted to chastise the bird for flying off for no good reason.

"You...need...to warn me next time you're gonna do that, Peewee. What if you got lost in here?"

Peewee ignored him and continued to circle around one of the tree branches, which drew Spike's attention to some greenish shape attached to it.

Spike squinted. "What is that? Looks like some kinda—"

"Cocoon," a raspy voice finished behind him.

"Yeah! Wait..."

Spike spun around to see creepy conductor stood only a foot away from him. The pony looked down at the dragon with a wry smile. Something was very wrong; instead of pupils, his eyes were almost completely blue, and his smile showed two sharp fanged that shined in the sunlight.

Spike looked back at the cocoon. Peewee pecked at it, and he could see the details of the actual train conductor, who floated inside his sticky prison in some kind of hibernation. He picked up a nearby stick and pointed it towards the false conductor.

"Stay back! I know how to use this!"

He threw the stick at the changeling. It harmlessly bounced against his disguised carapace and broke in half, settling into the fallen leaves below. The monster took two menacing steps towards Spike, and hissed in his face.

"HEEEELLLLLLLLLLLLLLLLLLLLLLLP!"

Applejack and Big Macintosh were busy with repairs to the side of the barn when that feeling hit both of them. They glanced at each other with eyebrows raised.

"Applebloom's gettin' in trouble right now, ain't she?"

"Eyup."

"And there ain't nothin' we can do to stop her."

"Nope."

Stage 4: Accumulation

Much to the false conductor's surprise, the little dragon had a lot more fight in him than he expected.

The changleing's opening move was a charge, but Spike moved out of the way at the last moment. The momentum sent him into the trunk of a nearby tree; leaves floated down to the ground as the entire trunk shook. The changeling could hear scampering behind him and quickly recovered to discover that Spike had grabbed another stick to point at him.

With a low hiss, the changeling charged Spike only to miss him again. Instead of the dragon's throat he only grabbed the stick, and flew into another tree.

With the changeling momentarily dazed, Spike waved to the phoenix up above.

"Peewee! Go get Twilight"

Spike's faithful bird cawed in reply and zoomed off back toward the train station, which left Spike to deal with the changeling by himself. The terrifying insect's disguise started to fall apart from one too many blows to the face, and the black shell underneath was clearly visible.

The bug charged Spike again. When the changeling whipped by the bite a chunk out of the dragon's face, all it received was a face full of green flames. Large cracks began to form all about the monster's disguise, and when he turned around again a large burst of green fire consumed the changeling; his false appearance failed completely.

The mask gone, and it stretched its wings and slowly began to back away from Spike.

The dragon puffed his chest out, defiant. "Whassa matter? Scared?" he mocked.

"No." the changeling replied in a voice like a pile of wood was being grinded into a pulp.

Spike started to advance on the changling. He picked up a third stick to threaten the creature with. "If you're not scared, why are you running?"

"I not running." it replied in a venomous tone.

"Then why are you running away?"

They had cleared a few trees during their exchange. Spike was oblivious to everything except the changeling, who smiled.

"I leading you to trap."

"Then why are you—wait, what?"

Spike suddenly heard hisses and clicks all around him; thousands of blue orbs appeared with shiny white teeth balanced perfectly below each set of eyes. He pointed the stick at several of them, and when they did not react he used his own breath to set it aflame, using it as a torch to hold back his many, many attackers.

He was so caught up in the others ready to pounce on him that his back was turned to the changeling that had originally attacked him. It walked up behind Spike and clonked him on the head, sending the dragon down like a sack of wet cats.

"Stupid fire lizard." it hissed.

"Twilight, do you think Spike's been gone a little too long?"

The scholarly of the two had picked out a magazine to read, and was absently reading through it. "Uh huh."

"Well, don't you think we should go check on him?"

"Uh huh."

"Are you even listening?"

"Oh! Sorry, there was an article in here about edible books. Now what's this about Spike?"

"He's been gone for nearly an hour. I'm starting to get worried about him."

"If I know Spike, he's been blowing every last bit he has at the lunch stand. He's probably still eating."

Twilight had nearly turned her attention back to the magazine when Peewee entered the front door. Several ponies fled the flames he left in his wake as he flew up to the two infected unicorns and began to chirp in the most shrill voice possible.

Rarity looked around for the the dragon; the phoenix was never seen without Twilight's assistant. "Peewee? Where's Spike?"

Peewee chirped, holding out one wing to point behind them.

Twilight rose from her bench, "Peewee! Did something happen to Spike?" Her bones chilled when the phoenix nodded. He motioned for them to follow him out of the station and sped off towards the woods with Rarity and Twilight right behind him. When they broke into the forest to rescue Spike, all three of them ignorant to the fact that something watched their every move.

When they arrived at the scene where Spike had been in combat with the changeling, signs of a struggle could still be seen. Two trees had clearly been stripped of bark at their base, and burnt leaves littered the forest floor. A few broken sticks here and there also pointed to Spike resorting to improvised weaponry, and the scuffle seemed to continue up a covered path a small distance before abruptly stopping.

"It's a disaster area." said Rarity. "What happened here, Peewee?"

Peewee demonstrated a previously unknown talent as he began to move at speeds far too quick for the naked eye to catch; the fire that trailed from his wings provided an outline for the message he wished to convey.

An image of Spike appeared, which soon shifted to an image of Spike and Peewee being attacked by a changeling, and finally the scene where Peewee came to Rarity and Twilight for help.

"Changelings!" Twilight shouted, "What are they doing here, and where's Spike!?"

Peewee stopped his charade and made a birdlike "Iunno" sound, but the harsh glares from the unicorns made him quickly revise his answer. He pointed towards the last place he had seen Spike: A long, dark corridor into the deeper part of the forest.

Twilight turned away and looked down the dark road.

"Down there, Twilight?" Rarity asked.

"If that's where Peewee said Spike is, then that's where we're going."

"A changeling attacked him, Twilight! There could be hundreds of them back there!"

Twilight huffed and started to walk. "This was probably a straggler; they got blown all over Equestria after my brother kicked them out."

With renewed vigor they ran into the deeper section of the woods with Peewee close behind.

The fight had woken the trapped conductor, and he could only bang on the inside of his cocoon with pleas for them to come back. "Hey, let me out! It's weird and sticky in here!"

The three froze when they heard the cries of their dragon friend.

"HEEEEEEEEEELP!"

"He's that way!" Rarity declared.

They changed directions as Spike's voiced continued to drift beyond the thick trees. It grew louder and louder until it was right above him; the cries for help nearly moved Twilight to desperation.

Twilight gasped for air as they tried to find her assistant. "Spike! Where are you!?"

"I'm right above you!" Spike replied, his tone half-annoyed and half-panicked.

Sure enough, he hung suspended by a shoddy rope tightly wrapped around his ankles. "Where have you guys been? I've been shouting forever!"

Twilight quickly used her magic to undo the bindings and slowly lift him to the forest floor. "What happened, Spike? Peewee just rushed up to us and said you got attacked by a changeling!"

Spike scratched the back of his head, "Yeah. I put up a fight, but he called his buddies to gang up on me, the big coward. Then when I came to, I was hanging from this tree."

Rarity looked around nervously. "Wait, there are more of those things around here?"

The dragon shrugged. "Yeah, but I think they're gone now. Maybe that's how changelings have fun?"

"Well, I'm glad you're alright, Spikey-Wikey." Rarity said as she gave him a light noogie, but immediately pulled herself away. "Oh dear, almost forgot. Can't have any more of those heart things."

Spike seemed confused. "Wait, you can see those already?"

Twilight grimaced. "We've been able to see them since this started, Spike. Don't you remember what happened back at the library, or the train? You threw one out the window!"

The dragon backed away. "Uhh...yeah!" he lied, "I have a strong throwing arm, huh?"

"Spike?" Rarity asked. She noticed that Peewee had even turned on his best friend, and was growling at the dragon that had been his best buddy not two hours ago. "Spike, answer me. What's wrong?"

The reptile switched his gaze between Rarity and Twilight, and shrugged

"Welp, can't hide it now." he admitted, and closed his eyes.

When they opened again, his irises were replaced by the definitive hue of a changeling's, and his fangs had sharpened into needle points. When he spoke, his voice seemed to carry two tones: one was Spike's in a distorted chord, and the other was a much more alien tenor. "You did it, ponies! You fell for oldest trick!"

From the tops of the trees a thousand more changelings appeared. Saliva poured out of their maws and they began to slowly close in on the two ponies. The two mares backed into each other; Peewee took a karate stance as Twilight's mind raced.

"Where's the real Spike!?" she demanded from not-Spike. The fake dragon gave no answer when he hummed an order to his comrades.

The swarm closed the gap between the two in a blur. Twilight was only able to knock out a few of them before they seized Rarity and herself. As they were held down, one of them performed a spell on the both of them, and the last thing either saw was Peewee flying off as their minds faded into the void.

When she opened her eyes again, her entire world was green. It was also really, really slimy. She jerked a few of her muscles to get her bearing; she was bound in place, and upside down. Her bondage was also partially translucent.

Squinting as much as her eyes would allow, she could barely make out two similar cocoons, each glowing with an ambient light. Inside, a vaguely pony-shaped figure floated in one, and the other was the unmistakable outline of a baby dragon.

She teetered on the verge of calling out their names, but hushed herself when she heard voices below. Was it talking, though? Hisses and snarls better described the conversation, and the most disturbing part of it was that she could understand parts of it. Her knowledge wasn't total, and she had to listen carefully to pick out words between each speaker.

"Take—queen—wait?" were the words Twilight could gleam from the first speaker, buried under the horrible noise.

"Queen—Here—Come." said the other.

"Swarm—Find—Spread?"

"Spread—Feed—Wait."

The two changelings below her continued their conversation, ignorant to Twilight's consciousness. If that talk was anything to go by, they were attacked by a swarm meant to capture them.

Exactly why was a mystery to her, but the mention a certain queen made it very clear that she did not want to stick around for whatever they had planned. She moved about her cocoon again, but she became even more stuck; her prison wrapped itself even tighter, and all she accomplished was tiring herself out.

As the prospect of escape grew dim, she felt heat, and a lot of it. She screamed as the shell suddenly broke free from the branch and rocketed to the ground, landing right on top of the two changelings. The cocoon split and she tumbled out to slide a few feet away, still covered in green goop.

The disabled changeling did nothing to stop her as she rose to her hooves and wiped off some of the slime from her face; the force of the impact knocked them out cold, with one one top of the other mouths agape and legs twitching.

A chirp sounded from above Twilight, prompting her to look up and see Peewee. She almost shouted his name in joy, but remembered the woods still hosted many more squads of changelings and waved to the bird instead.

The little guy nodded in reply as he used the heat from his wings to melt the thin strand that connected Spike's pod. It glowed and receded rapidly, sending his cocoon down as well.

One of the changelings had just begun to wake up when Spike's cocoon landed right on his face and sent the insect right back into darkness. Spike's prison exploded as Spike was slung out, and Twilight caught him with her magic. She set him down gently, and Peewee finally went to work on Rarity's entrapment. It landed a few meters away from the first two and didn't split. Twilight ran over to pry it open with her magic and pull Rarity out, who was fully awake and shivering.

"Rarity! Are you alright?"

The prim unicorn shook herself like a dog to rid herself of the snot-colored gunk. When it was gone, she turned to Twilight with a scowl to make a hydra's blood turn to ice.

"We will never talk of this. Ever."

"Right. Um, Rarity?"

"Yes?"

"I don't know how to say this..."

Rarity picked up on the tone of Twilight's words and rushed over to her former place of captivity. She put her face up to the slightly reflective skin of the shell, and turned back to Twilight. She didn't look hysterical or on the verge of tears, only gravely concerned.

Not only had another one her teeth turned into a fang, but her right eye was now was now fully identical to that of a changeling's; very pale blue that darkened around the edges, with no pupil. She sat down and began to shake. "I'm a monster, Twilight! I can't go anywhere near civilization looking like this!"

Twilight found no words to comfort her friend, and struggled to come up with a way to hide Rarity's mutation until it hit her. She ran to the nearest tree and dug around in the knot of the trunk. Rarity continued to poke at her new optic with horror when Twilight came up behind her and slipped something over her transformed eye.

"Twilight! What are you doing?" she protested.

"I'm putting on an eyepatch; now hold still."

"An eyepatch? Where did you—"

"Not important! There. That should hide it for now."

Rarity looked at her reflection in the squished cocoon once more, and sighed. "I look like a cyclops." Rarity turned back to point at Twilight. "You might want to take care of that too, dear."

Twilight looked down to see the black shell had spread even farther, and was now poking out slightly from her scarf. She took the loose end and tucked it over, and grunted. "We must have been out for hours. We'll grab Spike and get the hay outta here; there's no telling when that swarm will come back."

Spike apparently fell asleep during his imprisonment, and snored peacefully as Twilight lifted him up onto her back. Peewee landed there too and nuzzled his friend with a soft coo.

Rarity smiled. "Thanks, Peewee. If you hadn't come along, there's no telling what would have happened to us. What did these hooligans want from us, Twilight? If they were going to eat us they'd have done it."

"Well, and you're probably not gonna believe this, I think I heard those changelings talking. And I understood them. Something about a queen and waiting."

"Oh thank Celestia, it wasn't just me!" Rarity replied. "I thought I was going insane!

"Language must be innate to changelings. The worse this gets, the better we can understand them."

"Well, I can certainly say I'm not very comfortable learning changeling-ese if this is the crash course."

Spike was still asleep when the edge of the forest came into view. Spike also had a tiny piece of the goo from the cocoon still lodged in his snout, and just when they were about to be home-free, he sneezed. Both unicorns stopped as the shrill sound bounced off the trees and deeper into the woods.

Dozens of shrill cries echoed around them, and the sound of insect wings soon filled the forest. The group made a break for the train station, and did their best to evade the small horde of changelings that had crawled out of nowhere and committed every parcel of wingpower they had to recapture the three (and rid themselves of that annoying phoenix).

They flew faster than either of them could run, and the tornado of hisses, clicks and roars threatened to move right on top of them.

Rarity dared to look back just as they passed the barrier between the train station backyard and the forest proper to see many pairs of blue eyes staring at them; the changelings had stopped just short of the forest’s edge. She heaved a breath of relief when the hard floor of the train station replaced grass.

The two unicorns gasped for air when Spike turned in his sleep and rolled off Twilight's back. His face smashed straight into the wooden floor of the platform and served as his alarm; he braced himself peeled his face off, shaking it back to normal size to see the two exhausted ponies and the overjoyed phoenix before him.

"Rarity! Twilight! You're not gonna believe what happened!"

This was not Applebloom's idea of an adventure. When Zecora had finished her tea, she expected that both of them would just bound out the door and begin to fight monsters and bears and ancient evils.

No, as soon as Zecora sipped the last drop she instead cracked open a book and began to read, and implored Applebloom to do the same. She lazily glanced as the pages while the zebra did all the real research.

She could take the boredom no longer, and finally spoke. "Zecora, if we're gonna save Rarity and Twilight, shouldn't we get goin'?"

The zebra her book. "This is a most strange coincidence. I've just found what we need, and we can leave this instance!"

"Really?"

Zecora walked to a corner of the hut and picked up her favorite cloak. She wrapped it around herself to answer Applebloom's question and stocked up on storage gourds to keep the ingredients in.

The filly jumped up into the air. "Where we goin' first? Is it dangerous? Oooh, is there a dragon there?"

"A proper guide we'll need for the portions I seek, but I fear finding him may be heard, as he is likely quite meek."

"Why? Is he shy?"

The pony's ceaseless questions began to wear on Zecora as she struggled to find rhymes. "Yes, Applebloom, shy is the right word. He—"

"Why's he shy? Does he have a secret?"

Silence filled the room.

"We're looking for a changeling." Zecora said, annoyed.

"Oh."

Stage 5: Aggravation

"Are you really fine with me followin' you, Zecora? Applejack probably knows I'm up to no good right now."

"If you are having second thoughts about our journey, you can always gallop home in a hurry."

"No way! I wanna be a changeling-hunter!"

Zecora considered the deployment of a powder bomb to make a run for it, but she knew that she'd never be able to lose the little filly. No, she was stuck with the little crusader.

"So, where is this changeling?"

"The potion I mixed to see Twilight and Rarity was quite vague, and I could see little under their plague. But one strange thing I did spot: an errant bubble, a little gray blot."

"Uh..."

"Even with hives there is always one that will be denied."

"So we're lookin' for a changeling that got kicked out? Wait, what would a changeling have to do to get kicked out? That Chrysalis lady sure wasn't one fer her subjects actin' nice. And where are we goin'? It feels like we're just wanderin' around!"

"This is the direction the bubble sprang up, and I can get even closer with this cup."

Zecora produced a small thing from under her cloak: a glassy container with swirling emblems, sealed with a clear top.

"Is that that potion you mixed?"

"I saved a little as a compass. Mopping it up was quite a mess!"

The zebra gazed deeply into the liquid to concentrate on the tiniest pockets of air. It did not escape her attention that one of the bubbles floated off slightly to the left before it breached the surface and popped. She she stored the jar away, and pointed towards the the tall mountain that Canterlot sat upon.

"If the brew is right, that way we go!"

"What if it's wrong?"

"Then our progress will be slow."

"Wait a minute," Applebloom said, "I think that's the direction to Canterlot! We could take one of the trains there!"

"Those big noisy machines that make so much smoke? I prefer walking, like normal folk!"

"This is Rarity and Twilight we're talking about here, Zecora! We need all the time we can get!" The zebra's defensive posture brought her to revelation. "Wait, you're not scared of ridin' trains, are ya?"

Zecora tried to bring more of her cloak over her head to hide her face.

"Trains ain't scary, Zecora. I take 'em all the time!"

"They break down and glow red hot. Ride on one of those contraptions, I think not!"

Applebloom took the initiative and began to drag Zecora back to Ponyville. "It's not so bad. I'll sit with ya the entire way!"

How was she supposed to know that Zecora would shout obscenities in her mother tongue the entire way, when she didn't quake with fear?

The zebra zipped off the train in a blur of black and white when the locomotive finally squealed to a halt, and it wasn't until Applebloom stepped off the engine that she re-discovered her friend on a bench.

"I apologize for losing my brain," Zecora explained, "but now you see why I do not bond with trains."

"Yeah. Now where's this changeling?"

Zecora studied the bubbles inside the jar. She shook it, and even more bubbles emerged on the surface and gathered on one side of the tarlike substance, in the direction of one of the many more ornate buildings.

"I think that's the library." Applebloom stated. "What's a changelin' doing in the library?"

Several ponies near them turned their heads toward the filly with concerned expressions, before they resumed their business. The looks had become common due to her striped companion, but these were ones of more powerful fear.

Zecora adjusted her cloak. "The ponies here are fearful of more of the swarm. We should go quietly or we'll we misinform."

Applebloom made a zipper motion on her mouth and closely trailed her quasi-mentor as they walked to the library. The little pony had not been there since the Hearth's Warming Eve play, but she could already tell how much Canterlot had changed. Guards were on every street corner now, and they were stopped twice because Zecora looked 'suspect'.

The bubbles in the jar boiled even more furiously when they arrived at the bedecked steps of the study. Both guards outside didn't seem to trust them, but didn't impede their progress.

Applebloom was almost floored by the sheer size when they walked inside. Zecora's attention was instead spent upon the bubbles, which looked like they were about to break that jar.

"So the you-know-what's in here?"

Zecora murmured some rhyme in reply. She slowly held the jar around as she walked on her other three hooves to find the insect they sought; they were both so transfixed on the jar that they paid no attention to the signs that warned them that they had wandered into a restricted area.

"Hey!" a voice shouted from behind them.

Zecora jumped; The jar flew from her hoof and landed on the ground behind her. Both the zebra and the filly spun around just in time to see the jar smash on the floor, and tar splattered everywhere at shiny armored hooves of Gold Plum. The gray-coated, violet-maned unicorn with an eye covered in a cataract scowled at the sticky accident.

"Aw, for Celestia's sake!" he cried, "Now you left a mess, too! The janitor's never gonna let me hear the end of this!"

"We're sorry!" Applebloom apologized. "We were just lookin' fer a—"

"Lookin' for what? There are restricted signs all over this darn place, and you just waltz in here! I have half a mind to drag you to a jail cell!"

Applebloom struggled to give Gold Plum a reason not to arrest them. Zecora remained maddeningly silent during the whole ordeal, her head held low.

After he interrupted the filly a few times, the guard sighed. "That's it. Both of you are coming with me!"

Zecora finally spoke, and pointed toward the spilled contents of the jar. "Applebloom, look at his hooves. What do you think this reaction proves?"

Applebloom had been too distracted with her attempts to convince Gold Plum to spare them that she had totally forgotten about the spilled liquid. The dark goop crackle and hiss, and green smoke lifted up from the small pool, and the guard crinkled his snout.

"What in Tartarus is this stuff?" Gold Plum asked, "I know, this is some kind of stink bomb! Oh, you two are going to get it."

Zecora stepped forward, "I do apologize for my brew's strong smell, but it does the job it's meant for quite well."

Gold Plum rolled his eyes. "Oh! And what would that be, Stripes?"

"To find changelings, sir, and to find them true."

"Ma'am, I am two inches away from—"

"That changeling...is you."

"Lady, I think these fumes here have gone to your head."

"Hey!" Applebloom yelled, "You don't have to be mean!"

Gold Plum brought his face to the filly's, "Look here, you little brat—"

Zecora pointed at the guard's leg. "Before you take us away, I would like you to explain that."

His own annoyance at the two trespassers had been so complete that he was ignorant of the cut created when the jar shattered and sent a piece of glass against him. The guard lifted the offending leg into his vision as Zecora pointed at the that: a minute nick that bled a tiny sliver of green blood.

Gold Plum jumped, and waved his hoof in front of the wound. It was red when it passed, and he returned his attention to the two. "And assaulting an officer!" he exclaimed, "You both are going to get the book thrown at ya!"

Applebloom frowned. "Uh, I'm not a doctor or anything, but I don't know any ponies that have green blood."

"Green-to-Red Blood Syndrome. Very rare. Runs in the family."

"How did you get to be a guard if you got somethin' wrong with you?"

"There's nothing wrong with me!" Gold Plum shouted, "Ahem. It's just that my condition doesn't effect my duties. You know what? Both of you scram right now and I'll forget this ever happened since I'm in a good mood today."

"But you swore you would arrest us just seconds before." Zecora replied.

"I changed my mind. Now get out 'fore I change it again!" he commanded, and pointed back to the public area of the library.

"You are a changeling, ain'tcha?"

"I'm telling you," Gold Plum hissed through clenched teeth, "Get out. Now."

"But we just wanna talk to you!"

"Don't care. Out." he warned again, his muscles tense and eye twitching.

"We do not wish to bring down your disguise, only—"

"OUT!" he screamed. At the top of his bellow his good eye briefly flashed a light lime color, and his pupils contracted into that of a snake's. It lasted for just a moment before they were back to normal. Gold Plum panted before he regained his composure. "Just...get out. And don't come back."

"Please, mister," Applebloom begged, "we just need your help for somethin'."

"What did I just get through saying?"

"Hey, Gold Plum! What's going on?"

All three turned to see another guard alerted by Gold Plum's outburst.

Gold Plum looked at the guard and then to Applebloom. She had put on her best puppy eyes, and she blinked with pure innocence. He glared back with the hardest grizzled veteran stare he could, but even he began to crumble as the other guard came between them.

"I heard you shouting." the other unicorn guard said, "You want me to toss these two out?"

"Nah, I've got it." he replied, and motioned for the zebra and filly to follow him to the door. Every so often he would glance behind him to still see Applebloom's sad soulful look. When they made it to the great doors of the library he opened them and leaned in toward the two.

"We gotta find someplace more private. Either of you scream 'changeling' and you're goners, got it?"

They both nodded and did not protest when he lifted them up with a magical field and trotted out the door.

One of the guards outside greeted him.“Hey, Gold Plum. Whatcha got there?”

“Two trouble-makers. Gonna go book 'em for disturbing the peace!”

Applebloom smiled and waved at the guard as he shrank from sight, which prompted a confuzzled look. The two had no choice but to be dragged all over the city as Gold Plum took the longest and bumpiest route he could think of before he finally reached the dank inner sanctums of the Canterlot dungeons.

The watchpony at the desk was reading a newspaper and paid Gold Plum little heed as he picked up a key ring. Gold Plum dragged his two captives to a side room with a single glowing light bulb in the ceiling and one half-rotten table directly underneath. He placed them on the far end of the table and locked the door.

“Alright,” he conceded while taking off his helmet, “I don't know how you found out, but you caught me. I'm a bug.”

Zecora almost said something before Applebloom put both of her hooves on the filthy table. “I knew it! You had 'changeling' written all over you!”

“Nice try Bowtie,” he laughed, “but I've been doing this gig for twenty years. How did you really know?”

“I made a soup that could find your kind.” Zecora answered.

“So that's what that bubbling stuff was? Huh. Could've used that back at the weddin'. Hoo boy, was that a disaster.”

“Wait a minute.” Applebloom said, “If you're a changeling, why didn't you try and stop Chrysalis from tryin' to take over Equestria?”

Gold Plum breathed deep. “Bowtie, let me tell you a story. A long time ago, there was a changeling hive. It was like any other hive, full of buzzing little comrades doing their changely duties, all in service of our great queen. Unless you were like me. I got tossed out as soon as I was hatched.”

Applebloom gasped. “That's horrible!”

“Yeah, and it should have ended right then and there, but I think I was tougher than most. Had to learn quick though; self-teach myself replication and everything. Eventually I wound up here. Kinda ironic that I work for the sworn enemy of my 'queen', huh?”

“Does anypony know that you're considered a foe?”

“I'm not finished! Anyway, by the time I felt my old swarm comin' around here it was already too late. I, uh, had some explaining to do after that.”

“Explaining?”

“Yeah, explaining. Besides you two, there is one other pony that's figured me out.”

“Who—”

“Celestia. After the attack there was a bit of a security review by her. Guess who got found out. You ever seen a changeling get on his knees and beg for mercy? It ain't pretty.”

“What'd she say?”

“Well, she was mostly sore about me not just telling her about it when I first got hired. Heck, she even offered to give me a spy job. Then I told her they'd just rip me apart as soon as I showed back up and everyone else would just know who I am 'cause of my bad eye, so she let me keep doin' what I was doin'. Course, she also said that if my secret ever got public she'd disavow all knowledge. Now, you've asked me plenty of questions, so it's my turn: what do you want?”

Zecora and Applebloom eyed each other and Applebloom nodded.

The zebra began her request. “Gold Plum, we do not wish you harm, or spill your secret and raise alarm. We come to you with a request, for we need help on a great quest. Two of our friends have fallen ill to a great disease, but not the kind that makes you cough and wheeze.”

“Uh huh?”

“I believe I can make cure, but without your assistance I am not so sure.”

“Why, exactly?”

Applebloom couldn't contain herself. “Zecora said on the way here that every changeling, even babies, know the ways to big important places by heart. We need some kinda plants that grow in places only changlings know the places do on, uh, in-stinct!”

Gold Plum tapped his hoof, drawing himself deep into thought as water droplets dripped into a small pool behind them, counting every long horrible second he didn't answer. At last, he looked back up at the two. “Yeah, I remember. Hmmmm. You'll probably blackmail me if I don't go along with this. Okay, I'll do it, not that I have any choice in the matter.”

Applebloom cheered, but Gold Plum hushed her to silence. “Quiet, darnit! I can't just get up and go with you two, I gotta make arrangements. Meet me at the base of the mountain tomorrow morning, and we'll get goin' to wherever you two crazy ponies need to. Now if you excuse me, I gotta finish out my patrol.”

“Wait,” Applebloom said as he went to unlock the door, “can I...can I see what you really look like?”

“I'd really rather stay like this.”

Her eyes grew bigger. “Pleeaaaaa—”

“Alright, none of that. Fine. But you better not freak out.”

A green flame engulfed Gold Plum, and where there once stood a unicorn there was now a changeling wearing Gold Plum's armor. He looked the same as any other changeling save the large snow-white spot that covered the area around his right eye, the one that normally appeared to be a cataract. The eye itself was crimson, slowly fading to pink in the middle.

“Woah,” Applebloom awed, “What's that around your eye?”

“The reason I got kicked out.” he grunted. “Partial albino. It's the same reason I can't get this eye right when I'm strutting around as a pony.”

“Cool.”

“Meh.” he snarled as another green flash enveloped around the changeling and returned him to his normal, grumpy pony state. He put the helmet back on and opened the door before glancing back at the two. “Remember, base of the mountain, tomorrow. If you ain't there, then I ain't goin'!” and with that, slammed the door.

“Whada we do until tomorrow?” Applebloom complained.

“Waiting in this dark room would be most unwise. Why don't we gather some supplies?”

Applebloom jumped from her chair. “Oooh! This'll be just like camping! We'll go get some chocolate bars, and sleeping bags—”

Zecora heaved as she opened the door to the room and Applebloom continued to rattle off absolutely vital requirements for their trip.

“—And lanterns, and comic books, and pillows, and bug spray...”

Stage 6: Progression

It took some time for Twilight and her friends to catch their breath, all too worn out from their recent rescue mission. They had moved off the rear platform that faced the forest and back into the main station, still wary of the eyes that watched them from the edge of the woods.

Spike, in the meantime, had gone over every last horrifying detail of how they managed to capture him. He left out the part where he got outsmarted by a bug. "So I said to the changeling, 'Look here buddy, I don't care if there's a million of you! I'll—'"

The dragon stopped when Twilight shot him an admonishing glare, and Peewee chirped in disagreement. Rarity still panted and jumped when Peewee flew up and pointed back towards the forest.

Spike blinked. "Oh crud! We left the real conductor back in there!"

Twilight gasped, "Where was he?"

"He was stuck to a tree when I got jumped. He's probably still there."

"Well, we can't just go back in there," Rarity said, "we'll be mobbed by changelings for sure!"

Twilight was about to offer a solution when an earth pony walked up to them. "Excuse me ma'am, but did you say 'changeling'?"

"Um, yes?"

"I’m the engineer, ma’am. My job’s to know if there's a threat to this railroad. What's this about changelings?"

"Peewee took off into the forest so I chased him there and they had the real conductor and the one's that's been hanging around here is a FAKE!" Spike blurted out in the timespan of two seconds.

The conductor's eyes hardened. "Say what now?"

"Sir, I don't want to scare you, but—"

"Ma'am, if something's happened to Guard Rail you better spit it out."

"I...think the changelings got him. They've been copying him." Twilight replied, keeping her voice low now that several ponies around them had heard the word of the feared creature and stared at them.

The engineer looked off for a second before he responded. "How'd you find this out?"

"They took him into the woods. The whole place is crawling with them." Spike whispered.

The engineer nodded. "Don't worry. I'm an engineer; solving problems is literally the definition of my profession."

"We're gonna bag us some changelings!" the engineer roared, lifting a torch in unison with the large crowd of ponies who brandished more torches and pitchforks, and also a shovel.

"You're forming a posse!?" Twilight asked.

"You gotta better idea?" the engineer shot back. "If those woods are full to the brim with changelings, then the only way to get them out is with fire. We'll smoke them out or my name isn't Smokestack!"

"We can't just burn down the forest! Guard Rail's in there!"

Smokestack shrugged. "Eh, he'll be fine. Now are you with us or not?"

Rarity sighed. "I know that the opportunities to form an angry mob are few and far between, but we shouldn't get carried away here."

"Like how they carried away the conductor!?" one of the ponies in the mob shouted in reply.

"I'm just saying," Twilight explained, "that we should just run and rescue the conductor, and not destroy the ecosystem."

Smokestack scratched his beard, considering her words. As he did, the pony carrying the shovel jumped above the crowd. "That's boring!"

"Treasure Trove's right!" Smokestack agreed. He lifted his torch with renewed vigor. "We're gonna go in there and plug the bugs!"

"Plug the bugs! Plug the bugs!" the crowd chanted, and began to move toward the forest; Twilight held out her hoof to make one last attempt to calm them.

"Wait!" she called back, "Can you just think about this for one measly—"

Twilight screamed when a fierce pain shot through her back and sent her down on her knees. It was sharp and sudden, but was over in just a moment. Some of the crowd had turned around when they heard Twilight's yelp, and she rose back up. That was one way of getting the crowd’s attention, she guessed.

Something bothered her, though, since those stares were a little too dumbfounded; she ignored them and began a speech on a more calculated manner to deal with the changeling threat.

She got about three words in when Spike interrupted her. "T-T-Twilight?" he stammered.

"Yes, Spike?"

He merely pointed to Twilight's back.

She looked behind herself to see a fully-formed, vaguely purple changeling wing had sprouted from the section that had exploded with pain. She looked at the crowd; they looked back at her.

"Now, there's a perfectly rational explanation for this."

As if on cue, the linen on the backside of Rarity's eyepatch snapped to reveal her changed eye as the item floated to the floor. After what seemed like an eternity, the entire mob at once roared with anger and charged them.

Spike pulled himself onto Twilight's back as she passed him with Peewee followed shortly behind as they ran from the crazed band of ponies looking squish them. The two dared not retreat back into the forest to avoid them, and escaped down the train tracks at full speed. After nearly an hour on the run, the crowd was still hot on their trail when Rarity noticed another batch of trees to their left that did not look like it was part of the forest the changelings lived in.

"We can lose them in there!" she shouted, and ran toward the thicket with Twilight right behind her. The scrapes of pitchforks and crackling of torches followed right behind them. Twilight took the lead and created a complex path away from the mob; they put enough distance between themselves and the ponies to give them a temporary break.

They could still hear the posse in the distance as Smokestack began giving orders. "Bonnie Team searches the right side of the woods; Sawyer Team's got the left!"

"What if we don't find 'em?"

"We burn this whole place down!"

"But she said that burning down forests would be bad."

"...No. There's no way you're that dumb, Treasure Trove. She's a changeling, remember?"

As the two readied themselves to make a quick exit from the forest, the clap of thunder reverberated throughout the trees.

"Huh?" Twilight sounded, looking enough. A large group of dark clouds had blown in over the forest as the insides of their fluffy bodies flashed with lightning. "They must have blown in from the Everfree."

A second roll of thunder sounded, and the first droplets of rain began to fall upon Peewee's head. He shrilled in protest as they instantly evaporated.

The clouds chose that moment to dump their entire contents and sent the quiet forest into a brutal thunderstorm. The mob's cheap torches were put out instantly and the ponies were plunged into the dark. As their sconces cooled, so did their tempers.

"You know," Smokestack said to the crowd, "maybe we should just come back tomorrow."

The crowd grumbled in agreement and they quickly dispersed. Twilight, Rarity, Spike and Peewee had chosen to hug a great redwood tree at the trunk in hopes that the limbs would provide them shelter, but they were still getting soaked as they waited for the mob to completely disband.

The group could only hear the harsh wind and heavy rain when Twilight spoke. "I think they're gone."

Rarity's attention was elsewhere, her vision fixed onto something in the distance. "Twilight, what's that?"

Twilight squinted against the darkness. A lightning clash illuminated the forest for a brief time, and she saw what looked like a structure just a few hundred meters away.

"It looks like a cabin." Spike said. Peewee would have affirmed his statement, if he wasn't busy covering himself up with his wings in an effort to keep himself dry.

"It's stand out here or find shelter. Come on!" Twilight exclaimed, running toward their goal. The rain showed them no mercy and drenched their very bones as they came closer and closer to the building. It was suddenly upon them, and they burst through the door before they had a good opportunity to really get a good look at the place.

Spike leaped off of Twilight and closed the door behind them, shutting out the storm with only the muffled plinks of rain on the roof and whistle of the wind outside audible. It was chillingly dark inside, on top of being frigid. Spike felt his way around the room before saying "Found It!" and the room became filled with green hues when Spike used his own breath to light a fire.

The warm glow of the fireplace gave more insight to their new sanctuary for the moment. It was a small cabin; a small worn bed was placed in one corner of the room, with a bundle of blankets lumped in the middle. Various knick-knacks littered the place as well, but it still appeared to have been abandoned for quite some time.

"Not my first choice, but it beats being caught by a bunch of crazed ponies." Rarity said, and snooped about the room to beautify it in any way she could.

Twilight's attention had turned to her wing, and she stroked it gingerly. "There's no way I can hide this."

She continued to nurse her new wing while Rarity looked about the room. She continued to look until her vision was obscured my something that had been thrown over her face. It was a sweater; a very old, grey, and ugly sweater. She pulled it from her face to see Rarity's smile.

"You're already wearing a scarf, dear. This will just complete the ensemble."

"Doesn't this color scarf clash though?"

"Twilight. Even I know when function's better than form."

She awkwardly put it on, taking care to make sure the sweater covered the entire wing. In return, Twilight crafted Rarity a makeshift eyepatch; she tore some sheets from the bed and tied them into a circle, and finally placed it over Rarity's eye. It wasn't perfect, but it would do the job until Twilight could reach another tree.

"Thank you, Twilight."

Another green flash filled the room and the fireplace became even warmer as the snap of the embers and coals became louder than the storm outside. Peewee had made himself comfortable inside the fireplace, on top of one of the red-hot coals.

The sight of the little guy so tuckered out ushered an instinctive yawn from Twilight. "I think we should just wait out the storm for now."

"Agreed. You can take the bed, Twilight; you need it a lot more than I."

"Thanks." she said, and crawled onto the cold sheets. Sleep soon overtook her.

Rarity opted to use one of the blankets as a pillow and curl up in front of the fire. Spike had already fallen asleep when she finally made herself comfortable; her eyelids grew heavy before they finally closed. As she slept, the tiniest of fractures spread along Rarity's skin, and across her entire body. Her snores were gradually replaced by cicada-like hisses as the night marched onward.

Later that night, three knocks sounded on the door. Twilight lifted her head, almost ready to simply dismiss it as the wind.

"Hello? Who's there?"

Despite Applebloom doing everything within her power to impede their progress, Zecora managed to slog through the pony's ceaseless questions both about Canterlot and Gold Plum to gather the supplies needed for their journey. Still, they had until tomorrow to get ready, and spent the remainder of their time on the streets of the city to kill time.

"Why does he want us to wait until tomorrow? Can't we go now?"

"Applebloom, our friend made his request. We should respect it, as it was not in jest."

"I know, but what could be doing that could take an entire day?"

Gold Plum was a changeling. He'd been living with this fact for...well, he didn't know his exact age. Abandonment as soon as you were hatched made the early years a little fuzzy. The only pony that had ever seen past his disguise, with the exception of two annoying newcomers, was Princess Celestia herself, and he'd managed to keep it hidden from her for nearly two decades.

He was on his way to see her. To just leave with Zecora and Applebloom would be dereliction of duty, not to mention it would also mean that a changeling would be on the loose in Equestria. If he was going to travel with them, he'd have to get permission from the highest authority possible.

Audiences with the Princess were surprisingly easy to get for guards, actually. None of the royal staff dared bother the Princess unless it was something absolutely important, unlike many of the other ponies that came to complain about zoning or taxes. Audiences weren't even necessary for the guards, they just needed to find the princesses to deliver news to her.

The giant double doors of the throne room stood before him, and he turned to the pegasus guard at watch. As he reached to open the massive door, the guard turned to him.

"The Princess is not attending court."

"It's news."

"Unless the Crystal Empire has caught fire, neither Princess Celestia nor Princess Luna wish to hear it."

"What?"

"...My superior told me to say that if anyone asked."

"Look, I'm your superior officer right now and I'm ordering you to tell me where the Princess is."

A stoic face answered him. Gold Plum answered back when a more severe glare, and the guard began to sweat. "I don't know!" he answered as his voice cracked, "I just joined the guard!"

"Hmph." Gold Plum replied, and walked off.

The guard regained his ordered stance before whispering to the retreating Gold Plum. "Don't tell my boss I talked to you! I could get into trouble!"

So Celestia wasn't at at court; that happened. The second most likely spot would be one of the great balconies of the castle since both princesses loved to drink tea and eat donuts smuggled from Donut Joe's.

The first one he checked was completely empty. The tables had not been set, nor were there any maids or butlers cleaning them. The second proved to be the same. Third, fourth, and fifth were copies of the first, and as he checked the underside of the last table only to find gum underneath.

Not at court, not on the balconies. Definitely not out of the city; if she had left, the entire guard would have known about it. Despite asking every guard he could find, none of them admitted seeing the royals recently.

With every possibility covered, there remained only one other location that he hadn't bothered to check out of professional duty: Celestia's bedroom. Dare he?

Even though Celestia had told him she'd have to deny she ever knew he was a changeling, she did also add that she would do everything in her power to give him a fresh start elsewhere if he were ever discovered. She certainly was a lot more loving than Chrysalis ever was.

With no other choice, he reluctantly marched up the castle to Celestia's room. When he made it, he saw that it was being guarded by only one pony, a white unicorn mare in full golden armor.

This was odd for two reasons. One, Celestia's room was always guarded by at least two ponies plus a guard that patrolled the hall. Two, the guard in question was Lieutenant Mirror Mirror, and Celestia's room was always guarded by Lancepesades. Two and a half, Mirror Mirror did not like Gold Plum.

"What do you want, Lieutenant Gold Plum?" she asked rather rudely when he came close to the door.

"I need to the see Celestia."

"Lieutenant Gold Plum, you should know it's very disrespectful to address Her Majesty by anything but her full regal name, or at least by her title."

"Noted. Now, I've looked high and low in the castle and she's not anywhere. This is the only place she could be."

"Maybe Princess Celestia is investigating the areas you are supposed to be patrolling right now."

"I had to arrest a couple of punks, and Celestia needs to know about 'em."

"Then fill out a form. Her Majesty will read it in due time."

"Don't give me that! I know something's going on here. Now are you going to let me through that door, or am I going to have to barge in?"

A tense hush settled between them, before Mirror Mirror leaned in with her eyes narrowed. "You don't have the guts."

He considered tackling her, but that would probably mean a court-martial. No, he simply walked over the door and bucked it open, eliciting a shocked "No!" from Mirror Mirror as he called her bluff and walked in.

Celestia's room was a mess; her priceless bed was ripped open, paintings taken off walls and dismantled, and the fireplace fully cleaned out. Every corner of the room looked like had been at the epicenter of a tornado, and Gold Plum found himself the center of attention once he was in the room.

Steel Sword, Cross, and Down Low. From the looks of it, the highest-ranking guards in the city had ripped Celestia's room inside-out and now looked as if they were ready to tear Gold Plum himself apart as Mirror Mirror slammed the door behind him.

"Lieutenant Gold Plum!" the bat-winged guard of the night watch said, "What are you doing in here!?"

"What are you doing, Down Low? You obliterated Celestia's room!"

"Gold Plum," the burly white pegasus of the bunch said, "Just get out. Them's orders."

"Why? What happened?"

The lanky white unicorn wearing ill-fitting armor turned to the Acting Captain. "No point in hiding in now, Steel."

The pegasus said nothing, and Cross turned to Gold Plum. "Look, we've got a reason."

"And what's that?"

"Well," he said and looked at the other two. Steel Sword rolled his eyes and Down Low shrugged. "Princess Celestia and Princess Luna are missing. They've been missing for days."

Stage 7: Manifestation

Gold Plum ran through the gambit of shock and anger with searing as half-formed words tumbled out of his mouth."What?" was all he managed to blurt out after a minute of garbled nonsense.

"Should I tell him, or should you?" Down Low said to the pegasus guard across from him.

"Well," Cross started, "it goes something like this: Princess didn't show up for court, I come to her room to investigate. She wasn't there, and neither was Luna."

"What about the guard at the door?"

"Didn't hear a thing. When he asked what was wrong I just told him that the Princess was ill and she did not want visitors.

"Then what?"

"He didn't believe me."

"So what'd you do?"

"I went and got Steel Sword and Down Low. Then Steel Sword blanked his memory and sent him off, and we got Mirror Mirror to guard the door."

"And why, WHY wasn't I told!?"

"Because you'd react like this. Look, we're not gonna erase your memory even though Mirror Mirror wanted us to. Just don't tell anypony else."

Gold Plum considered his words. When he entered service, he had sworn an oath to defend Equestria against every possible threat, and uphold the noble values of justice, honor, and loyalty; there was no mention of honesty. "Fine. What happened?"

"Best we can tell," Steel Sword said, "Their Majesties did not go quietly."

"Yeah, since it looks like there's been a tornado through here!"

"Actually, most of that is us. We've been tearing this place up and down looking for clues."

A thought dawned on Gold Plum. "Wait a minute! If Celestia and Luna are gone, why are the sun and moon still goin'?"

Cross sighed. "Show him the scroll?"

The muscle-strewn unicorn nodded. "Show him the scroll."

"Scroll? What scroll?"

Cross produced a large scroll with Celestia's wax seal. "Meant for the top three officers only. If we find Celestia, don't tell her we showed this to you."

He pressed the bottom right of the parchment with his hoof, and a haze poured out of it. It soon materialized into a vaguely green-colored mist with the unmistakable image of Celestia at her coffee table. She looked directly at the while she held a cup of hot tea; the fireplace roared in the background.

Gold Plum's questions had to wait as the recorded message of Celestia began to talk. "Greetings, commander. If you are watching this, then I have become injured, incapacitated, and generally unable to fill my obligations as the raiser of the sun and moon."

"Sun and moon?" Gold Plum asked Steel Sword.

"This scroll's over a hundred years old. Shining Armor gave it to me when he left for the Empire."

Celestia sipped her tea and continued. "In the event of my absence, both the sun and the moon will continue on their normal paths for a time I estimate to be about a week, barring intervention by magic. Commander, it is up to you to either find me or marshal enough ponies to raise the sun and moon by week's end."

Celestia saluted the viewer and the vision faded. The scroll had returned back to its normal, blank state.

"And that's all there is." Cross stated. "We opened it once before during the Nightmare Crisis, but the Elements sorted that out before we had to do anything."

"You gathered the Elements?" asked Gold Plum.

"Well, that's problem number two."

"Huh?"

"We can't get a hold of Twilight, her assistant, or Rarity. Far as we can figure, they disappeared around the same time as the princesses."

"Well, great. Now what?"

"Well, figuring out where the royals went would be a start."

Steel Sword stepped in. "Nobody outside this room besides Mirror Mirror knows about this, Gold Plum. We will not have a panic on our hooves."

"Wait, you didn't even tell the Elements?"

"Ugh. Don’t you read the security memos? The Elements are useless until we find Twilight and Rarity!"

"Wait. Twilight and Rarity are the ones missin'?"

"If you were listening, yes!" shouted Mirror Mirror on the other side of the door.

"They're the ones who caused that fire in the library."

"Wasn't that an accident?" Down Low asked.

"More or less. They left right after it happened."

"That don't help at all." Steel Sword grunted.

"Hey, just tellin' you what I know. Does this scroll say anything else?" Gold Plum said, and walked up to the levitated parchment and began to poke it.

Cross walked over to swat his foreleg away, "Don't mess with that! Besides, we've messed with it every which way and it hasn't even—"

Gold Plum hit a section of the scroll that made it glow in a golden light, and all the ponies in the room were sent to the floor as a blast of magic erupted from it. Mirror Mirror rushed into to check on them, only to find her comrades lying on the floor. The scroll itself still floated in the air, and displayed another record of Celestia. It even had a timestamp; a timestamp of the very same date the princesses were estimated to have disappeared.

In a rare moment, both Celestia and Luna were together in the room, talking and enjoying the company of one another. The balcony was visible in the recording as well, and it was well into the night.

"What's this?" Gold Plum asked.

Steel Sword scratched his head. "I...dunno. Shining Armor never mentioned it. Looks like some kind of scrying record."

All the guards and the room held their collective breath; a horrible and familiar form uncamouflaged itself from behind the princesses. Queen Chrysalis moved with an unnatural grace behind the two sisters, and if they were anyone else she would have surely been detected. While still behind them, her horn glowed as a strange glyph emerged out of her horn, and embedded itself on the wall behind the royals.

Steel Sword made a growling sound. His face was even craggier than usual when he spoke to the rest. “Sound-muffling spell.”

Chrysalis crept up behind the two princesses as she prepared to smash their heads together and send them to unconsciousness. Right before struck, Luna caught a glance of the queen in the smooth white porcelain of her cup. She grabbed her sister right as she had brought up her cup, and Chrysalis’ swipe caught nothing but air.

A silent brawl broke out as Chrysalis threw stealth to the wind and launched a green stream of magic at Luna. It her in the side and tossed her across the room. The moon princess quickly recovered as Celestia launched her own stream of power before Chrysalis could bring her own horn to bear. At the last second, Chrysalis managed to put up a barrier and Luna joined her sister in an assault queen’s shield, their backs to the balcony with Chrysalis slowly being pushed towards the fireplace.

Things seemed grim for the foul queen, but as the very edge of her barrier was licked by the flames, she smirked. A pony of the night guard had flown in, brandishing a balcony chair. He wasted no time and brought it over the heads of both princesses, breaking their concentration. The magical streams ceased, and the queen blasted Celestia and Luna while they were stunned.

The changeling queen dropped her barrier and walked over to the two defeated princesses. She nodded approvingly at her work, and he pointed at her minion to take Luna while she grabbed Celestia. When the false bat-pony had his captor safely in his grasp a green sphere enveloped all four, shrinking in size before disappearing in a wink. And just like that, it was over. The glyph on the wall slowly faded, and sounds of the fireplace and winds on the balcony returned.

Steel Sword stomped a hoof. "This is bad."

"You think?" Mirror Mirror venomously replied.

Down Low would have told Mirror Mirror to shut up at this point, but he was busy with the realization that his own night watch had been infiltrated.

"Belay that, soldier. Now that we know that time is really against us. Down Low, shape up and take twenty of your best soldiers tonight to find Celestia. Cross, you do the same in an hour."

"What about me and Mirror Mirror?"

"You two guard keep guarding this room. If anyone asks, Celestia and Luna are sick and under quarantine."

"Nopony's going to buy that." Mirror Mirror objected.

"Shut it. I'll brief Cross and Down Low's soldiers on the situation in a bit. If this gets out, Canterlot'll catch on fire, so keep it quiet!"

This wasn't enough for Mirror Mirror, though. She walked up to the scroll and poked it some more in hopes another recording would appear. "Plum! How did you get this thing to work?"

When she pressed it directly in the middle, the video of the empty room began to become scrambled and events of Celestia and Luna's kidnapping began to play in reverse, at high speed.

Cross chuckled. "Looks like Mirror Mirror found the ‘back’ on it. Hey, stop it before it goes back too far."

Mirror Mirror jammed the parchment several times with her forelimbs; by the time she pressed it in just a way to send it back into 'play', the video had already gone back several months. What came into view was Celestia in her room, looking down on its one other occupant: Gold Plum.

Celestia's gaze was a mix of disappointment and concern as she looked down on the guard. "And you had no idea the attack was coming?"

"None." the past Gold Plum replied. "I was just as surprised as you were when that barrier came crashin' down."

Gold Plum went pale as he realized what this was a recording of; it was just his luck that the Mirror Mirror would find a way to stop on this moment. His past self looked up at the princess. "I know I should have told you sooner. I'll leave Canterlot tomorrow." he said, his head held low as he began to turn around.

"That won't be necessary."

Past Gold Plum turned around. "Huh?"

"Gold Plum, you have served me faithfully for years. At any time during the attack you could have sided with the swarm and spelled certain doom for this country, but from all accounts you fought just as bravely as any other pony."

"So...?"

"You can stay, Gold Plum. With my blessing. I have only one request, though."

"Yes, your highness?"

"What do you truly look like?"

Present Gold Plum continued to fumble with the door to escape as he heard the telltale flash of a transforming changeling from the recording behind him. He flinched at the sound and glanced over his shoulder to see Celestia looking down on him in his true form. The other guards stared at the scene with dumbfounded gapes.

They stared it it for a while before they glanced back at the Gold Plum attempting to escape, and then back to the changeling Gold Plum that talked to Celestia. This went on for a few more times before Mirror Mirror pointed a hoof at Gold Plum and yelled.

"CAPSULE!"

Cross shook his head. "What?"

"You know, Capsule? The official military designation of changeling hostiles?"

"When did we start doing that?"

At last Gold Plum managed to pry the door open and slam it behind him as the guards bickered. He ran down the right side of the hall; the door he had just slammed was blasted straight off its hinges by Steel Sword's magic, and the guards that had just seconds ago been Gold Plum's brother-in-arms emerged from the smoke.

Steel Sword frowned as when he looked to his left and right and saw no sign of his target. "Cross, I want this whole city shut down. Nothing gets in or out. Down Low, get that search party ready like I asked you to. Mirror Mirror, you're with me; let's squish this traitor."

Mirror Mirror cracked her neck. "We're going to need bigger boots, sir."

The entire ground rumbled under Zecora and Applebloom. An explosion had ripped through one of the royal towers, and dark smoke billowed out of it as a gold streak plummeted down from the tower. Several other of the cityfolk gasped and pointed toward the smoke, and did not notice Gold Plum when he ran up to Zecora and Applebloom and threw them onto his back.

"Were you raised by a hound? Put me down!" Zecora demanded.

"In a second!"

The zebra looked up to see their problem consisted of about half the military force of Canterlot. She kicked Gold Plum in the sides. "Go faster!"

"Hey," Applebloom said, "That didn't rhyme!"

Zecora's annoyed reply was cut short as Mirror Mirror appeared from an alleyway in front of them and Gold Plum crashed into him, sending all three of them scattered down the street. They quickly regrouped but at almost every turn they found themselves blocked by either Mirror Mirror or the large frame of Steel Sword.

After they ran into another set of guards, Gold Plum realized some trickery was in order. He made a hard left into another alleyway, and a bright green flash engulfed him as he took the form of Mirror Mirror. The changeling sat down Zecora and Applebloom and instructed them to hide; the guards shuffled in a moment later.

"They went that-a way!" the fake Mirror Mirror exclaimed, and the guards followed the imposter's pointed hoof. When they were gone, Gold Plum told the filly and Zebra to grab onto his back once more, and he stealthily galloped towards the edge of the city. When they were at the edge, he glanced over the side of the mountain with demented purpose.

Applebloom quivered. "Wait a minute, you're not gonnaAHHHHHHHHHHHHHHH!"

Gold Plum jumped off the side of the capital city. As he approached terminal velocity and the ground below rapidly grew in size, he reverted back to his changeling form and his insect-like wings beat with a loud hum, which slowed their descent enough to cushion their landing. Zecora was still clutched onto Gold for dear life when they slowly touched the dirt.

Applebloom had a different opinion of their fall. "That was awesome! Can we do it again?"

Gold looked up to see the skies of Canterlot were still swarmed with pegasi and night guards. From the looks of it, none of them had seen his little stunt. "I don't think I'll be going back to Canterlot anytime soon."

He tried to pry the zebra's hooves off his ribcage; Zecora got the hint. The zebra let go and hit the ground before she quickly regained her stoic and mysterious composure.

With his eyes still fixed on the mountain above them, Gold Plum talked. "I hate to say this, but I think that little adventure you asked me for will have to wait."

"Aw. Why?"

"The princesses, both of them, along with Twilight and Rarity are missing. Some...things happened back there, and now the whole city knows I'm a changeling, but I'm still loyal to Equestria! Until we find the royals or the missing Elements, well, I'm sorry about your friends."

Zecora smiled. "While you may curse this incidence, you must know this is a most fortunate coincidence."

"Speak Equestrian, lady!"

"The ponies we seek to cure are the very same ponies you seek to find, to be sure."

Appleblom butted in. "She's sayin' that Rarity and Twilight are the sick ponies."

"What."

"Turnin' into changelings and everything. Don't you remember?"

Gold Plum sat down and switched back his normal pony form. "Hmmm. This changes things. What I'm really curious about is how they're turning into changelings in the first place. And I don't want to hear the answer in rhyme!"

"Zecora's been saying that Rarity and Twilight somehow got all... transmogrified, and it's takin' them over."

Gold Plum considered her words. The last time he saw the two unicorns, they had...

"The wing!" he exclaimed.

"The wha?"

"Twilight and her annoyin' friend poked around where they shouldn't have and knocked down a wall. Turns out some room got sealed up and forgotten about during some reconstruction a real long time ago, and there was an old changeling wing in there."

"And?"

"I—and I'm just speculating here—but I think Twilight winked herself right next to that changeling wing. Maybe they combined with it somehow?"

Applebloom scratched her head. "That makes sense, I guess. So now what?"

"You two wanted me to help you find some ingredients to cure this, right? I can still take you to 'em, if you want."

Zecora nodded, and told him of the first ingredient they required: a rare flower. The changeling thought for a moment before his instinct kicked in to tell him where to go; he led his two new companions as they began searching for a cure.

Twilight woke to the sound of a large crack. She rubbed her eyes and blinked, thinking it was just the old cottage's planks against the wind and remains of the harsh storm. Another crack rang out, with the same dry sound and close proximity of the first; it was no cottage. She stirred herself to a more wakeful state and glanced over at Rarity, who was peacefully sleeping next to the fireplace, her wings peacefully—

Wait. Wings?

Twilight carefully lifted the covers of of herself, slowly walking over to her friend to get a better look. It appeared that Rarity's condition has accelerated during the night, as she had sprouted two wings like Twilight's and dark black cracks had appeared all around her fur. The unicorn froze as Rarity's eyes opened to reveal two orbs of grey, no longer the pure blue of a changeling's but with a fully-formed iris and pupil.

"What?" Rarity asked flatly, and stood up. "What do I look like?"

"Oh, it's...nothing!" Twilight assured her, and at that moment Spike chose to wake up.

He yawned and sat to scratch his rump. "Oh, morning Twilight. Morning RaaaAAAGH!"

"What's the matter with me!?" she screamed before she saw her cracked skin, then looked over her back to witness her newly-sprouted wings. "Ahhhh! We've gotta get to the place now!"

"The place?"

Rarity paused her panicking as she mulled over her choice of words. "I...I know we have to go somewhere to fix this. I just can't remember where."

Twilight sighed. "The Crystal Empire, Rarity? It's really really important we get there."

Rarity stood there for a moment. "...Why are we going to the Crystal Empire again?"

Spike frowned. "Rarity? Are you feeling okay?"

Rarity looked down upon the small dragon with bewilderment, and her eyes briefly lit up with clarity and she slapped herself and shook her head. "We're going to the Crystal Empire to fix our changelingification! Twilight! What happened to me?"

"You did sleep in front of the fire. Maybe heat speeds up the process?"

Peewee seemed to disagree as he cawed from the fireplace and flew out of it. His flight kicked up soot and dust from the previous night's fire, and one of the particles drifted past Rarity's nose. She began to breathe lightly; unable to hold it in, she sneezed so loudly that the entire cabin shook, and the cracks around her fur expanded and her fur evaporated.

She rubbed her nose gingerly, unaware that she now looked like a changeling in almost every way. The hair on her head and tail remained, but now was riddled with holes. Her chest likewise had taken on an insectoid appearance, and was just like the colored carapaces of other changelings. Hers, however, was a dull grey.

She recovered from her sneeze to notice Spike and Twilight's paralyzed looks. "What now?" she asked. Neither answered, but Peewee was kind enough to pull out an old mirror from a chest and grab onto it with his claws. He flapped with great gusto as he flew over to hold the heavy thing in front of her. She took one glance at her reflection, and gently pushed Peewee's mirror out of the way.

"Twilight? Spike? You might want to cover your ears."

Rarity began to take a huge gulp of air as Twilight plugged her ears with her hooves and Spike climbed up on the bed and began to rip cotton out of one of the pillows and stuff them against the side of his head. Peewee flew over and helped himself to some of the same stuffing, and they were only halfway done when Rarity let loose a scream from the pits of Tartarus. The windows shattered instantly, Twilight's teeth chattered, and Spike had to hold onto his vibrating tail.

After the scream had carried for miles, she finished. Twilight cautiously removed one hoof from her ear, only to find that Rarity's scream had cracked off the rest of her fur off as well. Like Rarity, her shell was black and shiny with a purple chitinous abdomen.

"Finished?" Twilight asked with a scowl.

Rarity seemed to consider her question. "Yes." she answered, and fainted to the floor with a clunk.

Spike removed the padding on his head as Twilight rushed over to aid her friend. "She's gotten good at that."

It took three buckets of water to wake Rarity back up. When she finally came to with a yelp, she saw Spike and a changeling standing over her, and prepared another scream before remembering her predicament.

"Twilight?" she asked fearfully.

"I know. We don't have much longer."

"I still think you look fine." Spike said with a dreamy gaze, which prompted a chagrined grimace from Rarity. Another heart appeared over his head, and he didn't even look away when he grabbed and chunked it behind him.

"Spike. We went over this."

"We better get going," Twilight said, and opnened the door to the cabin. "We may look like changelings, but we're still sane. For now."

"We can't just wander into the Crystal Empire looking like this! They'll lock us up and throw us in some filthy dungeon!"

Twilight paused. She hadn't even considered that. "Crystal Empire's a priority, Rarity! Besides, we can do this!"

The former unicorn's black horn glowed with a green aura as a flame enveloped her entire body. In an instant Twilight looked like her old self again. "It worked!"

Spike (and Peewee) seemed much less enthusiastic about Twilight's transformation. "You sure you should be doing that?"

"Oh, Spike, of course I do! We can get all the way to the Empire, and not cause widespread panic!"

"How did you do that?" Rarity asked.

"Just concentrate of a pony you've seen before, and the horn does the rest."

Rarity mumbled, closing her eyes and concentrating on her own fabulous self. Her horn glowed as well, and she felt a brief flash of heat. Like Twilight, she had transformed back to her old self, and she almost began to cry with joy and she looked down on her own normal—if fake—hooves. She lifted her head up to see Twilight already headed out the door, and called after her.

"Twilight! Wait a minute!"

Her friend ignored her call, the unicorn's eyes fixed firmly ahead.

"Twilight? Where are you going?"

"Out."

"Now wait just a minute! Spike! Tell Twilight to stop!"

Spike was way ahead of her; he had already grabbed her foreleg in an attempt to slow her down. "Twilight! You're acting weird!"

"I'm not weird." Twilight grumbled. "I'm...hungry."

Stage 8: Maturation

Applebloom complained the entire way up the mountain as Gold Plum led the pack. They had traveled an incredible distance in just a few hours, already closing in on their first ingredient. According to Zecora, it was a plant that was thought to be impossible to find.

Gold Plum, however, was easily able to pinpoint the general location on bare instinct. Their climb eventually allowed a small rest at the mouth of a cave near the top of the mountain when the filly pointed to something in the back of the cave.

"Wait," Applebloom said as she stopped her ceaseless whining, "is that it?"

Her hoof guided their vision to a small flowering plant with purple and gold petals.

"Good eye, Applebloom! At this rate, we will have all the ingredients soon."

Zecora trotted her way to the back of the cave and climbed up the stone walls to grab the flower off its tiny patch of moss and soil that had formed on the hard surfaces of the caves, and as she turned around to exit the cave she caught Gold Plum and Applebloom running toward her.

She was only able to get out the first word of her rhyme when Gold plum grabbed her pulled her behind one of the boulders, holding her mouth shut. She gradually let go as he peeked around the corner of the rock, and the zebra risked a look as well.

Queen Chrysalis, and a detachment of larger-than-average changelings swarmed around the cave. He had seen the black cloud approaching and managed to pull Applebloom inside before they got close, and he was sure they hadn't seen him. Still, his breaths of air were shallow and his muscles like stone as he listened to the changeling monarch’s rant.

"You idiots!" she screamed, "You said it would be in this cave!"

One of the changeling guards spoke up, his fearful voice mixed in with the harsh insect accent. "It must be higher up, queen mother of the hive!"

"Hmph! I'll be the judge of that!"

Gold Plum's heart began to beat against his armor as the queen walked down the cave and looked around, stopping just short of the boulder all three of them were hiding behind. After a go-around of the nearby rocks, she snorted and stomped back to the mouth of the cave, and her changeling entourage followed.

"There has to be one above us." she stated flatly before flying upwards. Her loyal guards streamed behind her, and after a few seconds of rushing wind and the buzz of changelings wings, the cave was empty.

Applebloom's voice echoed off the huge walls of the cave. "What was that all about?"

Zecora dramatically put her hood over her head. "Judging by the behavior of the queen changeling, we are are looking for the same thing."

Gold Plum groaned. "I'm never going to get used to that."

The dust around Spike's feet formed a small cloud behind him as Twilight continued to drag him along, either oblivious or uncaring to his pleas. Rarity trotted right alongside her friend and attempted to break Twilight's steely, purposeful forward glare.

"Twilight, you've been walking in a straight line for an hour. Where are we going?" the ex-unicorn complained. She lagged behind her companion, mostly to check her wings or cracks in her shell. Even if her white fur was just a disguise, that did not mean she was excused from keeping up appearances.

When Rarity she received no answer, she had enough and walked right in front of Twilight and stopped, staring her in the eye. "I demand to know what's gotten into you!"

Amazingly, Twilight stopped, with Spike immediately let go of the librarian's legs and rubbed his sore arms. She seemed puzzled by Rarity's exclamation at first, and gently tried to push Rarity aside. "Oh. I didn't tell you?"

Spoke continued to rub his arms. "No. You haven't told me or Rarity anything since you wandered out of the cabin!"

Twilight tapped her chin and looked up. "Hmm. I could've sworn. Didn't you hear me?"

Rarity shook her head. "Twilight. The only thing you've said in the past hour was 'I'm hungry.' You've practically ignored us since then!"

"I said we were going to the town up ahead after I said I was hungry. Remember? Beat my wings at subsonic speeds at a low frequency?"

"You what?"

Twilight seemed even more puzzled by Rarity's befuddled expression, and revelation washed over her. "Ooooh. I must have done that without thinking. Sorry."

"It's alright, dear. Now what's this about a town? What happened to finding a cure in the Crystal Empire?"

"We'll get to that! I just have to stop by the town for some...nourishment. After that, we can stick around the Empire for months until we get this fixed!"

Rarity sucked in her breath from the way Twilight emphasized 'nourishment'. "Twilight...what are you doing?"

Twilight's disguise melted away, revealing her changeling form. Her wings lifted her body and let her hover a foot off the ground. "Just setting up a mini-hive. I should have the whoooole town under control in just a few days!"

The librarian flew off towards the barely-visible buildings peeking over the horizon before the white changeling-pony could interrupt her.

Rarity stood there, her hair frizzled. She turned to Spike, whose expression had become determined and hard. He appeared to pull up the scales on his waist like a pair of pants and walked ahead of Rarity, towards he town.

"Spike? Don't tell me you've gone crazy too!"

He turned halfway and pointed towards the retreating dot that was the librarian. "I've been dealing with Twilight's bouts of crazy since I was born," he said, snapping his fingers, "I'll have Twilight back to normal in no time."

Rarity trusted Spike's confidence, and let him lead the way on the road ahead.

Rarity doubted Spike's confidence. When they arrived in the quaint little town of Clover Fields, it did not seem like Twilight had managed to take over the population just yet, and Spike's self-proclaimed "dragon sense" had failed to produce a pony that was actually Twilight in disguise.

"I still don't understand what she's planning." Rarity wondered aloud as Spike gave an eye of harsh scrutiny to each passerby; it earned them more than a few strange looks.

"She said she was hungry, and something about minions."

Despite their situation, Rarity laughed. "Twilight is the last pony I know to raise an army of minions. Besides you, Spike."

The dragon rolled his eyes at the joke and continued to look at each pony for any sign of strange behavior. Their travels eventually led them to the town library, a little red building nestled under a large oak.

Spike chided himself for his foolishness and smacked himself in the head. "Duh! How could I forget the library!" He stopped Rarity as she walked toward the door. "Wait! If she's in there, she's probably replaced the librarian."

"Hmmmm. Should we sneak around back?"

"Hold on. I wanna get a peek inside first." Spike replied, walking over to the window and motioning to Rarity to lift him up. Her magic slowly levitated him onto the windowsill, and he pressed his face against the glass.

The library's selection was much smaller than the hollowed-out tree of Ponyville's, and the pony that appeared to be the librarian flipped through a small book. The small brown unicorn oblivious to the dragon and little phoenix just outside the window.

"What's the she doing?" Rarity asked.

"Reading a book. It's gotta be her."

Peewee attempted to communicate that they were both, but his pleas were simply ignored as complaints of hunger.

Spike hopped from the window. "I couldn't tell what she was reading; probably a list of how she's going to take over this town. We've gotta figure out a way to catch her before she pulls another Smartypants riot!" he exclaimed as he hit the open palm of his hand with a fist.

Rarity crouched down. "What's the plan?"

Spike dug into another one of his pockets and produced a small book. “I always knew that an emergency book would come in handy! I'll place it at the door, knock, and we jump her when she comes out!"

The fashionista really hated to admit that Spike had come up with a good idea, considering that most of his plans (usually to gain her affection) were comically transparent and ill-conceived. She nodded for Spike to place the book, and as soon as it was at the foot of the door, the dragon knocked three times; they both sped around to the side of the building when they saw the door handle turn.

The door opened, and the librarian swiveled her ahead around the entrance. It was not until she was prepared to head back inside that she noticed the book at her hooves.

The pony leaned down and peered through her thin spectacles to poke at it. She looked around once more for any sign of the pony that abandoned the poor book, and finally picked it up with her magic. When her back was turned, Rarity and Spike struck.

The librarian's glasses flew off as she was tackled by the unicorn and tiny dragon threw their weight upon her with such force that all three flew inside and the door slammed behind them. The librarian tried to wrench herself free as she screamed at them. "Hooligans! Bandits! Let me go this instant!"

The librarian continued to struggle underneath them as Twilight's voice broke through. "What are you two doing?"

Rarity gritted her teeth as their captive continued to fight. "Sorry, Twilight, but this is for your own good!"

"Well yeah," Twilight answered, "But I didn't think you'd take the initiative."

Spike went still. Twilight's reply did not come from the librarian.

She was behind them. He turned around and saw nothing until one of bookcases seemed to shimmer.Twilight, still in her changeling form, appeared from the distortion and stepped forward.

Spike was too shocked to move and Rarity still held down the pony she believed to be her friend as the formerly lilac-colored pony walked up behind Rarity and zapped the librarian with a green ray of energy. It barely missed the disguised unicorn, who jumped out of the way as the protesting pony's threats instantly ceased.

Rarity scrambled back up and whipped around to see her friend. "Twilight! But we—"

Twilight stepped to Spike and shut his open jaw before she explained herself. "I thought I was going to have to take over this town all by myself! I am so glad you two saw some reason for once!"

Rarity stomped her hoof. "Now see here! Reason has nothing to do with you zapping ponies all over the place!"

"I didn't zap her."

"What?"

"Well, I did, but it didn't hurt or anything. She's just unconscious so one of the swarm can replace her."

"What are you talking about?"

"You know, the infinite horde of the changelings? Well, mine's pretty small for now, but it'll get bigger!"

Rarity could question Twilight no further as several more shimmers formed around her, and changelings appeared around the back of the transformed unicorn.

"Eek!" Rarity shrieked, "Twilight! Behind you!"

Twilight turned her head and back, then smiled. "Whoops! completely forgot! Rarity, meet my drones!"

Spike shook himself to clarity. "Your what!?"

"Oh yeah, they've been a huge help."

"When did you get drones!?"

"When we were staying at that cabin at night. You'll never guess what they said!" she said, clopping her hole-filled limbs with excitement.

Spike and Rarity's eyes met to confirm the dread the other felt. Peewee cupped his face within his chubby wings.

Twilight grinned widely as she announced the news. "They've recognized me as their new queen!"

The next item on Zecora's list led them to a forest to find a special kind of fruit from a plant long forgotten about. Along the way they still were forced to duck under the limbs of nearby trees to avoid detection by flying pegasi looking for Gold Plum, since he now topped every most-wanted list in the country.

When they got closer to their target, the patrols thinned out, and when Gold Plum felt like they were right on top of their destination, they stopped altogether. He pointed where he felt the fruit was, and they stepped lightly to avoid detection.

Gold Plum told his companions that it felt like it was right around the corner when he parted a push and immediately grabbed the two and held them down. After last time, neither questioned his action. He ever-so-slowly parted a section of the bushes to see Queen Chrysalis yet again, talking to two cocoons suspended from the branches of a tree. Gold squinted, and recoiled when he recognized the queen's prisoners.

Princess Luna and Princess Celestia themselves, alive but wholly unconscious as they remained entombed in their sticky traps.

Gold Plum and the other two were not surprised in the least when the extravagant queen began to gloat over the two unaware princesses.

"Hah! You know, Celestia, I really should have known I could do this again considering that I beat you the first time around. Heck, I even did it when your sister was around to help you!" She pushed Celestia's cocoon, and it swayed to and fro as she continued, "You two just sleep nice and night while I fix up a little brew. My drones say the secret ingredient is a real killer! Bwahahahahaha!"

Gold Plum's curiosity got the better of him, and he risked a whisper to Zecora. "What's she talking about?"

Zecora pointed to a bubbling cauldron just a few feet away from both of the princesses. "See that big black pot, bubbling hot? We may want to use the potion to cure our friends now, but she seeks to use it for a purpose most foul."

Gold Plum had enough. He grabbed Zecora and through gritted teeth uttered his demand. "What. Is. She. Doing. No rhyming."

"Chrysalis is making the same potion as us, but will use the life force from the princesses to corrupt it and make her all-powerful."

He let go and continued to observe the still-laughing queen through his hiding spot. "Yeah, that could be a problem."

One of the changelings timidly walked up to Chrysalis and tapped her shoulder, shivering when her cruel eyes met his. He chittered something do her, and the queen sighed.

"What do you mean you can't find the fourth ingredient?"

The changeling rattled off more clicks, and Chrysalis knocked him out of her way as her wings began to beat.

"If you want something done!" she shouted, and soared from the clearing.

Gold Plum surveyed the campsite. Chrysalis probably thought it was well-hidden, as she only had a couple of her larger guards plus many more skinny drones guarding the cocoons and the queen's potion.

The guard waited until he knew Chrysalis was well out of earshot, stood up, and cracked his neck.

"Gold Plum!" Applebloom said, "You're gonna get us caught!"

Gold cracked his neck the other way, and looked at Applebloom. "Hey, Bowtie. You know I could have easily fought off those guards back at Canterlot?"

"Uh, I guess?"

"You know what I didn't?"

"Uh..."

"They were my friends. Well, except for Mirror Mirror. But I could have easily opened up a lot of positions in the guard back there. Even if they hated me, I'm not turning traitor just because the winds aren't blowing my way right now."

"Huh?"

"I'm saying, I'm not one of the lieutenants of the guard for no reason. Zecora, cover her eyes. This ain't gonna be pretty."

Zecora complied, and Gold Plum let out a fearsome war cry as every changeling in the camp turned to face him. His disguise dropped as he ran into the camp; his first victim was a random drone and the last thing it saw before a large circling ring of stars was one of his own with a red eye.

The zebra had to look away herself as the sound of hitting and hissing erupted, and gradually faded away. She turned back when the last sounds of battle faded; the last of the larger changelings was woozy and covered in bruises, and fell over when Gold Plum gave him a light push. The changeling hit the dirt with a thud, his tongue rolling out of his head.

His work completed, he rushed over to the two cocoons and ripped them open with the jagged edges of his changeling horn. He freed Luna first, and then Celestia as they spilled onto the ground with Gold doing his best to cushion their fall.

Luna was the first to wake; her eyes slowly opened as she lazily moved her glance up to the armor-clad changeling, who smiled down on her.

"Gold...Plum?" she managed to mutter.

His smile grew larger and he nodded.

It likely came as a complete surprise to him when Luna's face crinkled in anger and she jerked her head forward with blinding speed to headbutt Gold Plum. The guard's armor deflected Luna's horn away from his head, but did nothing to cushion the impact of the actual blow. The princess' eyes glazed over when the deed was done and she went limp once more.

Gold Plum joined her; he hit the ground next to her in a complete daze and mumbled nonsense about seaponies before unawareness took him.

Stage 9: Assimilation

Zecora and Apple Bloom waited for several hours for the princesses (and Gold Plum) to wake up. Luckily, Celestia came to before her sister could do the same and deliver another assault onto Gold Plum. She was still too weak to stand, and looked over to the dazed guard with the large knot on his forehead.

"Gold Plum? Is that you?"

The changeling immediately recovered to sit up and waved his legs to accent his apologies. "I had nothin' to do with this! Nothin' in the slightest!'

Celestia drearily smiled. "Of course you didn't, but that doesn't explain how you found us. And who gave you that nasty bump?"

"Princess Luna did!" Apple Bloom stated "Gold Plum woke her up and POW!."

Celestia moved her head towards her sibling and sighed. "Yes, she would do that. But I'm the one to blame; I told her about your condition, Gold Plum. I suspect she believed you had betrayed us when she saw you."

"Obviously." Gold Plum grumbled while he rubbed the knot on his head.

The princess looked up at the sky. "How long have I been away, Gold Plum?"

"Your majesty? A few days."

Celestia gritted her teeth and struggled to get up, despite her guard's protests. Still too weak, she only managed to right herself and sit while she waited for her strength to return. "Chrysalis is desperate."

Zecora pointed upwards. "When we freed you from your prison, the changeling queen seemed quite driven."

Celestia nodded. "She would. I believe all her setbacks have finally driven her into the abyss."

"Speaking of which," Gold Plum cut in, "we came into to rescue you not too long after Chrysalis skittered off. I really don't want her coming back and finishing whatever it is she was doing when we found you."

"Indeed." Celestia replied. She struggled to lift herself. She made a valiant effort, but her knees could not yet support her weight, and she collapsed back to the ground.

"Insane for revenge!" a wild voice boomed over them. The entire group looked up to see Chrysalis. She hovered a good distance above them, with eyes that burned with the spark of hatred and just a twinge of instability.

All of them remained silent, which prompted Chrysalis to drop several meters and throw out her limbs. "I've ambushed you! Aren't you dreading your inescapable doom?"

"I think," Apple Bloom stated, "but what did ya mean by insane for revenge?"

Chrysalis stared at Apple Bloom like she was idiot. "When Celestia said I'd been driven insane? My reply was gold!"

"I said that a minute ago, after everyone else had spoken." Celestia said with one eyebrow arched. "Did you hear that and scramble here to say something witty?"

The changeling queen folded her front limbs. "No!" she shouted, but nothing other than chagrined stares greeted her. The queen's eyes darted to the left, then right before she sighed. "Well, maybe. And I was kind of hoping a few of my drones would still be conscious to hear it. But that's not the point! You're at my mercy now, you little ponies!"

Chrysalis charged with a roar. Celestia summoned all that was left of her energy to coat herself in a magical shield and stand her ground. The distance between the two closed, and a shockwave sent everyone else to the ground when the queen headbutted Celestia's shield. Chrysalis continued to smash herself against the princess' shield, and by the time the others stood up, it had already begun to form cracks.

The changeling queen ceased her physical attack and jumped back. Green magic began to stream from Chrysalis' horn, and the cracks on the shield spread even farther. Celestia had already begun to buckle under the strain as the evil changeling began monologuing.

"What will the score be when I'm through with you this time, Celestia? Three to nothing? Without your elements or bratty niece, you're worthless!"

Parts of the pink shield began to shatter, and Celestia was sent to her knees.

"Canterlot? Mine! Your power? Mine! Your "faithful student" Twilight? Mine, soon enough!"

Chrysalis felt a tap on her shoulder. She stopped her attack for a moment to look over, and saw nothing. She almost went back to finish off Celestia when she heard the distinct beat of heavy wings, and looked up to see an enraged Luna. The princess of the night's eyes glowed white with rage, and she held a very large tree branch above her head with her hooves.

The changeling queen could only make out the beginning of a dramatic statement of shock before the limb was smashed against her face. The force hurled the screaming changeling deep into the forest. She continued to scream until it sounded like she hit something very solid, followed by a loud "ow!"

The princess of the night landed and dropped her club, her gaze still fixated where Chryalis had been sent in a straight, painful line. "I am vengeance."

"Luna!" Celestia gasped. The shield around her collapsed, and her sister ran up to embrace her.

"I am vengeance?" Apple Bloom repeated, "You should have said something cool! Like, 'thou should STICK around!' or 'Sorry to BUG you!' or somethin'!"

Zecora just shook her head and the rest ignored the filly while the two regal sisters attempted to regain their bearings.

Several times Celestia pointed at Gold Plum, and Luna would look over to him and raise her voice. Her complaints grew softer each time, and at the end of their conversation they both nodded.

Luna walked over to Gold Plum rather regretfully. "We...apologize for our previous assault."

"It's okay, your majesty. I probably woulda done the same thing."

The silent forest suddenly erupted into an enraged scream. Chrysalis' entire being pulsed with energy when she shot up from the forest canopy.

"NO MORE GAMES!" she bellowed, and dove at them.

Celestia was still much too weak to stand and resist her; Luna had exhausted all of her reserves into the sneak attack. They both could only begin to ready a defensive spell before the queen was upon them.

Chrysalis' screaming attack was cut short when another shape caught her by the sides and sent her off-course. She tumbled in the dirt, and suddenly righted herself to face the pony dumb enough to defy her. She instead caught view of a dust-coated Gold Plum, who blocked her way to the princesses and the interlopers.

"You!" she choked out. Her entire body twitched with anger as the soldier stared her down. "Get out of my way you insect!"

Gold Plum spit on the ground and braced himself. "Try and squash me, then!" Before Chrysalis was upon him, the changeling looked back to the two weakened princesses. “Get going!”

With that, he was set upon by his former queen, who crashed into the muscular changeling at full speed, digging his body down into the dirt as he struggled to hold her off.

"You guys go on ahead! I'm fine!" he screamed.

"No you're not!" bellowed Chrysalis.

"Wait! We need you for the cure, Mr. Plum!" Apple Bloom called out before she was muffled by Zecora.

"Gold Plum knows where the ingredients are in his head, but I cannot make the cure if we are dead!" the zebra quickly rhymed, and lifted the filly onto her back. She darted off in the opposite direct of the duel, but not before snatching up one of the required flowers for the stew on her way out, which left only Celestia and Luna to withdraw.

Chrysalis was a being of incredible power even without being augmented with the love of a spouse, and could easily overpower the princesses in their weakened states.

Gold Plum had circumvented that problem by bringing the fight within extremely close range of Chrysalis, where she could not reliably hit him with magic. After a few hits to the queen's face, Chrysalis simply forgot she could use magic at all and a vulgar brawl proceeded, with neither side able to gain dominance.

Celestia weighed her options. She could intervene in the fight and inflict a surprise blow on Chrysalis. However, that would likely only anger her, and her attention would be re-directed to the two princesses; Gold Plum's act of courage would have been for naught. Alternatively, she could flee. She had no doubts that no matter how valiant or strong Gold Plum was, Chrysalis would eventually overpower him or remember that she could use magic. When that happened, Gold Plum would be in trouble.

Luna had already made up her mind when she looked up to her indecisive sibling. "Sister? We must go!"

A closer look into the sun princess' eyes revealed something Luna was very familiar with in her sister: moral impasse. She had seen that very same look when the darkness that transformed her into Nightmare Moon took hold. Their time was limited, and ran in front of her sister.

"We! Must! Go! NOW!"

Celestia looked through her sister before she shook her head and her thousand yard stare subsided. She looked over to the brawl sorrowfully one last time before she turned to her sister and nodded. "Right."

Luna led the way as the two monarchs fled in the same direction Zecora and Apple Bloom had gone. Chrysalis' howls of rage and Gold Plum's grunts of pain trailed down the forest behind them.

Mirror Mirror patrolled the streets of Canterlot with several lower-ranking guards in tow; ever since Gold Plum's little escapade, the entire city had been on high alert, ready to root out any more changelings that had infiltrated their great capital city.

Sure, Mirror Mirror thought, they had been utterly routed the first time the changelings attacked, but that was a fluke. This time they had ample time to prepare!

One of the nearby shop's roofs exploded. Wood chips and marble were sent in every direction as the lieutenant flinched from the noise. Several more objects rocketed down from the skies, either landing in the streets or into nearby buildings. One of the meteors had crashed right in front of her, and she ran over to the small crater it had created to find one of the pegasus guards at the bottom, his armor dented and his skin covered in bruises.

She didn't want to look up, but she had to. Many changelings wrestled for control over the skies of Canterlot. The insects would occasionally lose one of their own and would drop out of the fight into the streets below, but the sheer numbers guaranteed their victory when they would double or triple-team one of the guards to disable them.

"Orders, lieutenant?" one of her subordinates asked her while it continued to rain ponies.

"Market district! It's too cramped to fly there!" she shouted, and ran off with her lackeys in tow. She ordered every ground guard she passed to follow her, and many civilians followed suit for protection. When they made it to the halfway mark of one of Canterlot's ornate fountain plazas, they found themselves blocked by a wall of hovering changelings.

Mirror Mirror went over her plan. Steel Sword and Cross had almost certainly had the same idea as her, and were probably headed to the market to set up a perimeter. That meant that if she could stall the changelings, Cross and Steel Sword's squads could come up behind them and...

Her hopes were dashed when Steel Sword and Cross were dropped on the white tile, tied together. Down Low had been in charge of patrols outside of Canterlot, and promptly hit the ground next to the two other commands in his own rope bindings.

"Looking for these idiots?" one of the larger changelings spoke in a haughty, imperial tone.

Mirror Mirror could only responded with a dropped jaw. "Chrysalis?"

"No," the changeling replied in his queen's voice, "but I am one of her best infiltrators. Our great leader sadly cannot be here for the sacking of Canterlot, as she has other pressing matters. So, she chose me to deliver her glorious speech!"

Steel Sword temporarily awoke from his battered state and weakly called out to Mirror Mirror. "It's not glorious! So much ham!" he groaned before he passed out entirely.

The changeling produced a stack of parchment and some reading glasses. The drone shuffled them, and began his speech with all the mannerisms and inflections of the insectoid leader.

Soon to be slaves of the Great Queen Chrysalis,

Greetings, salutations, and for my ever-loyal drones, hsssssssssssssssss. It pains me beyond all belief that I cannot be here to personally oversee the destruction of your beloved capital, as I have other pressing issues. Princesses to capture, Elements of Harmony to enslave, and general invasion plans for the rest of your dear love-soaked country have been keeping me very, very busy! This detachment has been sent in my stead to be the instrument of your absolute and total obliteration, and the some of the strongest and fiercest of my warriors float above you! Be assured, there is—

The changeling noticed one of the civilian ponies had raised his hoof. "Yes? What does the future slave wish to ask us?"

"Uh, I'm sure this is a real scary speech, but half of us don't know what you're talking about. You did what with the princesses?"

The changeling tilted his head back and sounded with exasperation, and began to shuffle through the stack until he stuck his hoof on one of the pages.

Ah yes! The FAQ! I foresaw that there might be questions, and prepared a lovely Q&A. Knowing the general intelligence of ponies, my proxy has probably already been forced to skip ahead to this part—

"Hey!"

—And will answer your questions accordingly. Let's see...here we go! "Why did you capture Princess Celestia and Princess Luna?

One of the guards in the back jumped. "You captured the princesses!?"

Yes, probably should have broadcasted that to make you all panic. No matter! You see, I took the princesses by surprise when nobody was around, and in one fell swoop, made them my prisoners! I well aware that would mean the sun and moon would cease moving within the month, but I anticipated that as well! I prepared an concoction using ingredients only known to changelings to absorb—

Another pony raised her hoof.

"What is it?" the drone sighed.

"Uh, the Elements of Harmony are—"

Chrysalis' cursive is terrib—here we are! A few days ago, the ones you know as Twilight and Rarity has something happen to them; something most interesting. One third of those who saved Equestria from eternal night and chaos, found themselves victim to a most fortunate accident. That is, fortunate for the changeling swarm. Through some method that I can only guess was an experiment gone wrong, your two precious defenders are finding themselves to be a more sympathetic to my cause.

The changeling expected more questions, and impatiently looked down upon the ponies in the plaza.

"We get it!" a random voice in the mob answered.

Indeed. Anyway, I learned that the two were transforming into changelings. Not only that, but one of them was even beginning transformation into a queen! While I would normally crush such opposition, I knew that it would be more useful to capture her and bring her over to my side for the explicit purpose of conquering Equestria, only to be immediately discarded and destroyed once she had served her purpose. They've eluded my idiot drones so far, but not for much longer.

When Twilight and Rarity left Ponyville, I sprung into action! Without the princesses or the Elements to stop me, I’m unstoppable! There's absolutely nothing that can impede my plans!

Mirror Mirror stepped forward. "What about that heart thing Cadence and Shining Armor did?"

Two drones had gone ahead of the large swarm designated to attack the Crystal Empire. As expected, both Cadence and Shining Armor put up an near-impenetrable barrier, and prepared the same blast of love that routed the changelings the first time.

Two hog-tied guards cried out for help in one of the closest of the ornate palace, but it was of no use; two fake ponies had already begun make their way up to the highest floor in the building.

In a tactic that had quickly become Chrysalis' favorite, the two changelings hit the couple both over the head with two of the luxury castle chairs as they stepped onto the balcony. The barrier dropped before they did, and the cloud of drones screeched. The invasion had begun.

...I defeated them in combat. It was very glorious. Now that that's out of the way, I do believe my swarm has some harvesting to do around here. I won't lie, it will be painful. For you.

The guards could only begin to raise their spears and ready their magic before the swarm was upon them.

"I'm sorry dear," Rarity explained, "I must have had something in my e—well, you know what I mean. Could you repeat that?"

"It's so great!" Twilight cheered. "They've decided that Queen Chrysalis is an idiot, and they'd rather follow me!"

Spike attempted to stop the crazy bus before it had time to gain speed. "Twilight! This has nothing to do with going to the Crystal Empire to get a cure! Nothing!"

Twilight startled Spike when she teleported next to him and patted him. "Oh, Spike. I knew you'd say that. That's why I prepared a list!"

Rarity put one hoof to her head. "Oh Celestia, she has a list..."

Twilight summoned a large scroll, which unfurled and rolled to the other end of the room.

"It's a 500-part plan. I don't know why, but being an insect queen has been great for my multitasking! You see, first we take over this town, drain the population for everything they're worth, and then have enough energy to travel to the next five times and repeat the process. For step two..."

"Step 350's going to be a little tricky, since it'll involve a lot of time tra—" Twilight rolled on, before she looked up from her scroll. Spike and Rarity were gone, and the other changelings in the library had nodded off from their queen's lecture.

"Huh. They must have gone to the bathroom." she said, and continued down the scroll.

Elsewhere, Spike and a re-disguised Rarity thanked their lucky stars that Twilight had a penchant for lists. In the time it had taken her to read her own plan, the two had quietly convinced the town that there was a changeling queen poised to take over their humble village. They didn't believe them at first, until Rarity led the mayor of the town to the library and told him to look into the window. There, she saw Twilight reading out the 108th part of her plan, and by that time her mini-swarm had already fallen asleep.

The mayor suggested they burn down the library, and Spike hastily explained that the sight of burning books would send the already unstable Twilight into a direction that would end in a crater where the town used to be.

The entire town's population had gathered in the town hall as a temporary shelter when Spike suggested they evacuate the town to a safer location while Rarity attempted to talk Twilight out of her insane scheme.

"You know, there's a forest ranger barracks not too far from here." the mayor countered. "If that list was as long as it looked, we could have them here swinging their axes before that crazy bug finishes."

"She's not a bug!" Rarity shot back.

"Yeah! She wouldn't hurt a fly! And she sort of is one right now, so that goes double!" Spike agreed.

"Caw!" Peewee reaffirmed.

"Why are you defending her? You're the ones that told us where she was!"

Rarity shuffled nervously. "She's not normally like this. There was an accident, and she's been very confused."

"Ma'am, I'm sorry, but I heard what that changeling was planning."

"Wait!" Rarity shrilled. "At least give me a chance to talk to her first!"

The mayor paused to look at the ticking clock that hung above them. "She was pretty far into that list when we saw her. You've got ten minutes, and then we're coming with the blowtorches."

"Thank y—wait, blowtorches?"

"We're not hicks."

Rarity, Spike and Peewee expertly took their previous places in front of the distracted Twilight as she finished off her list.

"And Step 500, create a list for steps 501-629. Any questions?" she asked. She looked up to see Rarity had dropped her disguise, and both her and Spike were smiling suspiciously. The rest of the drones were still asleep. Twilight stomped her hoof on the floor, and they all awoke and saluted their queen.

"None at all, dear!" Rarity answered. "Well, one. Um, the part where we take over this town..."

"Yeah, steps 1-139. I'm really thinking they could use some revision. I might write a letter to the Princess and ask her to proofread it. I mean, changelings are helpful, but they aren't the best ones for peer review, if you get what I'm saying."

Spike raised his claw. "Twilight? Celestia didn't a—" he said before Rarity stuck her hoof over his mouth.

"Not now, Spike..." she mumbled through her teeth. "So, Twilight! I had a thought."

Twilight smiled. "Ooh! Did you want to add a foreword? Some notes? Wait, this list could really use an addendum!"

"Actually, I was thinking that maybe we didn't need to suck this town for all it's worth and enslave their minds. It doesn't seem very proper."

"But Rarity, didn't you pay attention at all? The energy we get from this town is the springboard to conquering Equestria!"

"That's sounds nice, but could we...not do that? We're trying to get to the Crystal Empire to look for a cure, after all."

Twilight looked back to her list. "Oh, that? I already figured that out."

Spike and Rarity said nothing. Peewee sounded out a caw that sounded distinctly like "you what!?"

"Uh huh," Twilight continued, "changeling queen brain lets me micromanage thoughts like crazy. I thought it up while I was writing the list. By the way, did you know the last digit of pi was nine? I couldn't believe it either!"

Rarity took a risk and stepped forward. "So, for curiosity’s sake, where is the cure? Please?"

The queen looked up from the list. "Now why would you want that? We've got a country to conquer!"

"Don't you remember? Getting the cure was your idea in the first place!"

Twilight put her list down and rubbed her head. "Hmmm. I guess I did say that. That's old news, though. Changeling rule will be the best thing to happen to Equestria! But if it's for curiosity's sake..." She cleared her throat and summoned a large piece of chalk. She looked around for something to draw on, and chose the black shell of an unlucky drone to illustrate her discovery.

"I thought it up while flying over here. It's actually really simple." she stated, and began to scribble dozens of extremely complex calculations over the changeling's hide. "Using Star Swirl's Third Law of Exchange, I discovered that there are only two possible solutions to genetic takeover: a special kind of potion made from former changelings nests, or temporal displacement with Alpha genetic material."

Spike scratched his head. "Temporal wh—"

"Teleportation. If an entity with foreign material teleported themselves with another entity with a close or exact match of the invading genes, then there would be a kind of purge. It's really interesting; I might write a book on it when we take over Canterlot."

Rarity decided to ignore Twilight's comment on the capital city. "And what about that potion?"

"Oh, it's a theoretical blend that could forcefully expel foreign genetics. If someone were to try that on us, it wouldn't work as it could only be applied on the very early stages."

"So no cure?"

"Why would we want one?"

Rarity took a deep breath. Spike tried to stop her as she stomped over to her friend, her true friend, and grabbed her face. Every changeling in the room tensed and hissed at her as she attempted to communicate to the leader of the swarm.

"Twilight, I know it's been very exhausting. I know that it seems like there's no way out and...you might have given up. But you need to listen to me: we can't do this. This is not the Twilight I know. My friend would never hurt innocent strangers, and she'd never break her friend's heart by acting like a monster. Twilight, I know you're in there. Answer me."

Twilight's gaze softened, and in the hunger in her pupils seemed to fade away.

"I...I think you can stop smushing my face now." she answered in a much more normal voice.

Rarity hugged her friend tightly; Spike and Peewee joined in too. The changelings around them were simply stumped, and looked to each other and could only shrugged at what had unfolded in front of them.

"What happened to you, Twilight?" Spike asked. "I've never seen you that crazy, and that's saying something."

Twilight looked slightly ashamed when she answered. "Well, I wasn't lying about there only being two ways to cure this. The first was useless, and I could only do the second if I could teleport close to a genetic match of that wing. And the only changeling I know that could be that match was Chrysalis. I thought if I let myself think like a changeling queen for a while, I could get enough strength to challenge her. I think the desperation got the better of me."

"Well, thank goodness you're back to normal. Relatively speaking." Rarity answered. "You said we could cure this if you teleported near Chrysalis. How would that even work?"

"Well, we'd have to find her first. And that's not even the tough part. We'd then have to get close enough to her to teleport both of us, without getting vaporized in the process."

Spike started a suggestion that they start a search for Chrysalis before Twilight got distracted and crazy again, but his cheeks puffed and he belched out a large leaf. It floated to the floor, and a bewildered Twilight looked at Spike with admonishment.

"Spike? What have you been eating?"

The dragon picked up the leaf and held it in front of him. "Nothing! I don't belch up anything like that unless it's from—" he said and suddenly cut himself off when he flipped the leaf around to the lighter backside. "Oh."

Twilight lifted the leaf out of Spike's claws and read it herself.

I write this in the middle of a forest, while fleeing from a power-crazed changeling queen.

Twilight, I understand what's happening, and what you might have done. I...understand. Just please, please tell us where you are.

- Princess Celestia

Stage 10: Critical Mass

"That doesn't look like the royal ink Celestia uses at all," a skeptical Twilight said after giving the note a once-over.

"Twilight!" Rarity snapped, "The princess wrote this in some filthy forest. Of course she doesn't have the royal ink!"

"Looks like she wrote this with a bug’s juice," Spike observed.

Rarity cringed. "Ew. And she could have at least been a little more specific about where she is."

One of the changelings in the room that had been looking at the leaf began to jump up and down, one arm raised. It buzzed its wings and hissed to gain attention until Twilight finally turned around.

"Yes, Drone 36?"

The changeling answered with a long series of clicking. Halfway through, Twilight's expression became surprised, but she waited for him to finish.

Spike scratched his head. "Uh, translation?"

Twilight looked back to the leaf note. "He said he knows where leaves like this come from. A big forest not far to the east of here, and that's the only place they grow."

"Well, that's a start," Rarity said.

"Then what are we waiting for?" Spike shouted as he ran toward the door and opened it, "We gotta go find the prin—"

He froze when he discovered the entire town in front of the library. True to their word, they all brandished blowtorches.

"—cess. Hey guys! We got that changeling queen on the ropes! Yeah, really giving it to her!"

"I thought you two might be in cahoots with that bug. Now you're gonna learn not to mess with Clover Fields."

"Clover Fields!" the crowd chanted.

The mayor raised a hoof. "Clover Fields! 'The friendliest and most blowtorchiest per capita town in all of Equestria!' GET 'EM!"

Spike scrambled back inside the library and slammed the door, his back to it.

"We have a problem."

Twilight rolled her eyes and motioned something to the changeling. Each and every one saluted and began to group together inside the library. Within moments they formed a massive column that acted as a living battering ram. In one move the changelings forced the door open as Twilight ran behind. Rarity took the cue and followed and was forced to pick up a dumbfounded Spike with her magic. Peewee hitched a ride by biting the end of Spike's tail.

As soon as the changelings had cleared the door, they re-formed and grabbed their queen along with her friends and took to the skies.

As the swarm flew away from the town, the mayor looked down to his blowtorch with dismay.

"We never get to use these things," he sighed.

The changelings deposited Twilight along with the others outside of town.

"I guess they're good for something," Spike muttered as his feet reached solid ground. One of the changelings overheard his comments and hissed.

"Now, now," Twilight intervened, "No arguing. Not when I have calculations to do!"

Rarity scrunched her nose. "Really? Now? What do calculations have to do with anything?"

Her words were lost on Twilight, who had already began the complex formula on the dirt while muttering to herself in concentration. He attention went back and forth between the equation and the leaf Celestia had sent her. "—39 days left of this season… accounting for travel variation… magical entropy… Equestrian border changes over the last hundred years..."

Several changelings had gathered around their queen as she did her work. They could only look to each other in confusion as they rubbed their heads and shrugged.

"Aha!" Twilight announced, startling the changelings around her, "I have it! Well, part of it."

"You know where the princess is?" Spike asked with hope in his tone.

"Yes! Well, maybe. Spike, you think you can send a message back?" Twilight asked.

"Yeah, but I'm all outta parchment."

Twilight picked up a leaf with her magic. "Think you could send this like Celestia did?"

Spike looked down, scratching his chin. "I dunno. Celestia could since she's so powerful, but I've only ever had practice on scrolls."

Twilight considered Spike's words for a moment, then walked over and magically gathered hundreds of leaves before plopping them down in front of Spike.

"One of these has got to work. Law of averages, Spike. Law. Of. Averages."

"Here comes another, sister."

Over the course of several hours, the wispy golden smoke that always heralded a message from Twilight Sparkle instead supplied her with an increasing pile of ash to Celestia.

After Gold Plum had stayed behind to buy his liege some time, the four had taken refuge in the deep part of a cave to allow Celestia and Luna to recover. They didn't dare venture out of the cave to find something suitable to send to Spike for fear of being caught by a changeling patrol, at least until the sisters had their strength back.

Celestia had almost tuned out the attempts to communicate with her out until Apple Bloom pointed at the latest wisp. "Hey, this one's different."

Celestia looked up to see the magical swirl had produced a charred leaf instead of a pile of ash. It floated to her legs and any message that might have been written on it was burned away.

"It's a start."

The next few dozens wisps saw gradual improvement until the message on the leaves began to become legible.

Testing

Testing one two

Test

A test

This one probably won't work

test

"I don't think your pupil's assistant even knows he's improving." Luna said.

Celestia magically grabbed the next leaf and studied it. “This one should probably survive a two-way trip.”

Spike inhaled to send the next leaf but failed as his eye went wide and his face went blue.

Twilight rushed to his side. “Spike! What's wrong?”

Spike wordless pointed at his throat. Twilight nodded and give it a quick jab which forced a leaf out of his mouth in a haze of smokey magic.

“A reply!” Rarity cheered.

Spike coughed and stood up to grab the leaf as it floated down and declared its message. “It says, 'Good work, Spike.' ”

The dragon's chest puffed out with pride before he remembered himself. “Uh, okay. We have a lifeline. Now what do we say?”

Twilight thought for a moment before sat on the ground and raised one hoof.

“Spike, take a letter.”

It was one of the very few times Twilight's methodical, efficient nature was ever a handicap. Instead of sending longer messages over several leaves, Twilight instead had taken it upon herself to write the messages in the tiniest words possible.

CelestiaDear Princess Celestia Princess Celestia,

I'm so happy to hear from you! Where are you? Where are you staying? We need to get to the Crystal Empire! I've listed my coordinates and your possible location! Please confirm ASAP!

- Twilight Sparkle

Twilight paced around, waiting for her mentor's answer. Spike eventually burped out the leaf he had sent and read it.

Twilight.

Are you okay?

The letter's personal, terse nature made Twilight freeze. She had been so caught up with the organization of the swarm and finding the Crystal Empire and—

Twilight covered her eyes as her insanity began the register. "Oh no. I'm going crazy," she groaned. Twilight and Spike moved in to comfort her but the changelings came to their queen's side first. One slowly patted her on the back with a truly concerned expression and made a consoling chitter.

Twilight opened her eyes as one nudged. "Aw, you're all so sweet. You're not bad, you just had a bad queen, didn't you?"

Several of the changelings nodded vigorously.

The hybrid unicorn stood her ground with renewed purpose.

Celestia was almost afraid to read the reply. It pained her to know what Twilight was going through.

Dear Princess Celestia,

I have a plan.

As Twilight asked, Celestia provided her student details about their surroundings. With little to go on besides brief, risky peeks outside the cave, the princess went into research mode.

It was a sight to see. Only Luna had ever watched her sister like this, brow furrowed in concentration as she wrote the chemical composition of the soil on the cave wall and the details of leaves they managed to snatch at the cave entrance. The letters Twilight and Celestia exchanged were brief and constant, and over the first few days Twilight and Celestia stopped officially greeting each other with every new leaf they sent; Celestia had become so involved with reuniting with her student that rank and royal protocol had simply evaporated.

Luna knew the message spell as well and became a courier between the two. Each letter would describe an area more and more like the area around the cave. After a few days, Celestia was positive Twilight was in the same forest the cave was.

For Twilight, the journey to find her teacher was difficult, yet exhilarating. She didn't tell Celestia how many times they came close to being discovered by a changeling patrol or Chrysalis herself. From what Twilight could tell, the queen was traveling back and forth from the general direction of the Crystal Empire to somewhere, always with a smug smile. Once, Chrysalis looked down into the forest straight at Twilight before shrugging and moving on. After that event, she knew it would be too dangerous for her changelings to follow her and instructed them to double back and wait by the edge of the forest.

It was evening when Twilight discovered a cave that matched Celestia's description. Spike was already asleep on Rarity's back, and Peewee on Spike's.

Rarity spoke up. "Twilight. Is that it?"

"I think so," Twilight said as she walked over to the entrance. Her newfound senses detected no nearby movement. Catiously and slowly, she produced a small ball of light from her jagged horn and commanded it to float into the cave as she and Rarity trotted behind.

"Celestia?" she called as they were further into the cave? "Princess Celestia?"

She only heard the skittering of the cave critters retreating from her light and the low rumbling of air coming in from the outside. She called again a little louder. "Princess Celestia?"

Ambiance answered, but she heard something not natural to the cave.

"Princess?"

"Over here," a voice came from the deeper parts of the cave. Distorted by echoes, but a voice. And it was Celestia's.

Rarity and Twilight's two hearts nearly flipped when they both heard the princesses' voice.

"Princess?" Twilight answered.

"This way, Twilight!" Celestia replied with more clarity. The voice was now clearly coming from a tunnel to their right, one easily large enough for a pony the size of the princess to fight through.

Twilight sent the ball of light down the tunnel's path and followed. As wide as the tunnel was, the air was becoming increasingly stale and the walls seemed to close in on them both.

A tunnel began to curve, a faint light just barely visible around the corner. Light? Celestia must have crafted a torch! Twilight broke into a gallop to see her teacher. The low groans of the cave were eventually replaced by the low trill of a magical light source. The tunnel suddenly opened up to a large, oval cavern and Twilight's own ball of light rushed inside.

She was not a second behind and beside herself with joy. Against the light she saw the silhouette of Celestia writing away on the cave wall with a rock she had dipped in various compounds found throughout the cave. Twilight also saw the shadows of Luna, Applebloom and Zecora. She'd probably ask later why they were there.

Twilight skidded a halt. She didn't even remember to disguise herself on the off-chance Celestia wouldn't recognize her pupil.

"Princess!"

The princess kept writing, oblivious to Twilight’s words.

The unicorn’s bright expression faded. "Princess Celestia? Can't you hear me?" she said and walked closer. As she did, Celestia stopped her scribbles on the cave wall. Twilight leaned over and saw what Celestia had written.

Gotcha.

Twilight was blinded by the sudden flash of green energy. The betrayal had caught her completely off-guard as a magical green aura began to envelop her. She called for Rarity and looked back only to see a barren entrance.

"That trick," a regal, slithery voice announced, "will never, ever get old.”

Twilight gritted her teeth and her horn blazed. "Chrysalis! Where's the princess?"

"Where the princess?" Chrysalis repeated in a mocking tone, "You were in such a rush to meet your horse queen that you didn't even look up."

The changeling leader pointed up toward the ceiling. Twilight craned her head upwards. Her expression turned to horror as she saw Celestia, Luna, Apple Bloom and Zecora unconscious and glued to the ceiling. Two changelings carrying Spike, Rarity and Peewee were already flying up.

The changelings imitating the other ponies sprang into their changeling forms as well and surrounded Twilight.

Twilight spoke as best she could while resisting Chrysalis' magical grip. "How...did—"

"Oh, it was easy. The little twerp and zebra up there strayed a leetle too far from this cave. So Celestia and Luna came to check on them! Oh, you should have seen the look on their faces when I told them to surrender or the kid gets squished. And your friends? The dead could sneak up on them."

Chrysalis become contemplative. "Now, how should I dispose of you? Maybe I'll drop a stalactite on you. Nah, too messy. Or maybe not messy enough. I could make your head explode, but that's so old hat. Hmmmmm. I think I'm just gonna go with—"

Chrysalis' ear twitched and she looked over Twilight's shoulder. "What the heck was that? Sounds like my swarm, but—" She snapped back Twilight with a venomous stare. "Oh, you little thief."

A stream of changeling shot from the tunnel's mouth and hit Chrysalis square in the chest. The moment Chrysalis had the wind knocked out of her, the magical aura around Twilight ceased the hybrid changeling queen hit the ground with a thud.

Chrysalis recovered quickly, but not quickly enough to stop the Twilight's changelings from overpowering her own guards and ripping their queen's friends from their prison. One of the changelings flew back out into the tunnel, grabbing Twilight along the way.

Several of Twilight's swarm hit the tunnel wall at once. The tunnel ceiling shook and came tumbling down behind them, trapping Chrysalis and her minions in the cavern.

"You guys came for me!" Twilight declared to the swarm. A few turned to her to give a quick salute and smile. When they were fully clear of the cave, she jumped off the swarm and flew with her own insectoid wings.

The orders came to her naturally. "Everyone form up! We're going to the Crystal Empire!"

Twilight nearly jumped when she saw Celestia and Luna separate themselves from the swarm.

"Princesses?"

"Twilight, are you okay?" Celestia shouted over the buzzing.

"I'm more worried about you!"

"Sister and I are well!" Luna replied. "We have endured worse and are ready to fight!"

"Yeah, you ain't the only one!" a deep voice called from the ground below. Every eye turned to the ground to see a Gold Plum that had seen better days, waving.

"Uh, this is getting chaotic. Maybe we should get organized," Twilight suggested to the group.

As Twilight and the rest touched down, she ran over to Celestia and nuzzled her. "Princess Celestia!" Tears welled in her eyes before she remembered her form and jerked back. "Wait. You don't care that I look like this?"

Celestia brushed away a tear of her own. "Of course not, Twilight. No matter what, you'll always be my best pupil.”

Twilight's eyes began to tear up once more before Gold Plum coughed. "Everyone? I'm all for reunions but there's a war on."

Twilight, her swarm, Luna, Celestia,the awakened Rarity, Spike, Peewee and Zecora were all gathered around Gold Plum as explained the situation.

"I held Chrysalis off for a lot longer than I thought I would. Eventually it got to the point where she got enough distance on me to shoot a huge wave of magic. I dodge it and the magic makes a big ol' crater, but she thinks she vaporized me, because she's kind of stupid. So that gives me opportunity to slink off and follow her, maybe ambush again to slow her down."

He took another breath. "As far as I can tell, Celestia and the Crystal Empire have been overrun with changelings. The bad ones. I'm guessing Chrysalis plans to suck everyone dry there, then take over all of Equestria."

Luna began to glow with power. "Steal our kingdom, will they?"

"We're gonna need a plan of attack. Any suggestions?"

Celestia stood up. "By royal decree, I declare that Gold Plum Supreme Commander of this gathered militia."

Gold Plum adjusted his battered helmet. "Well. Uh. Alrighty then. But we can't plan while Chrysalis is still flying around."

"We trapped her in a cave for the moment," Twilight explained.

Gold Plum grunted. "Hm, that'll buy us some time, but it won't hold her forever." He began to draw in the dirt. "Alright, here's the plan."

With Chrysalis temporarily out of the picture, Twilight was able to drive off the queen's remaining loyal changelings. With the area secure, Gold Plum outlined his plan.

It was too risky to ambush Chrysalis as she escaped the cave. The changeling queen was still very powerful and would retreat to either Canterlot or the Crystal Empire if overpowered. A fresh source of love from cities that large would render her nearly invincible. They would liberate the cities first, then bring the full might of Equestria upon the leader of the swarm.

Celestia, Twilight and half of her changelings would take the Crystal Empire; Luna and Gold Plum commanding the other half of Twilight's swarm would assault Canterlot.

"Wait, what about us?" Rarity asked Gold Plum. "I may be a lady, but I can fight changelings as well as anyone."

Gold Plum looked to Twilight for some kind of answer, but she only shrugged. "Ugh, fine."

He turned to the others. "You know what? You've all been drafted. Zecora? Take Apple Bloom somewhere safe. Chrysalis is gonna burst out of that cave sooner or later and it won't be pretty. Spike? Bird? I'll need distractions."

"Sweet!" Spike said as he jumped up on a changeling's back as his mount. The insect hissed loudly, but endured the humiliation.

"Oh, and Princess Luna? My wings got kinda busted up in the tussle with Chrysalis, but I'm gonna get some of the grunts to carry me there. I can still fight as good as anyone. Everyone else, let's rumble!" he shouted, and every changeling and princess launched off to battle.

Mirror Mirror remained the only officer to avoid capture during the siege of Canterlot. Early on, the other Four Elements of Harmony arrived to relieve the exhausted soldiers, but she had lost track of them over the days. Probably captured. She slowly peeked out the shattered window of the mansion her squad had commandeered.

"How's it look?" one of her soldiers asked.

"Bad. As usual," Mirror Mirror answered. The changelings completely controlled the skies, but Canterlot's miles of tunnels that snaked in and around the mountain gave the remaining soldiers some wiggle room. Even then, for every changeling they managed to take down, another three of their guards would get caught. At the rate they were going, they wouldn't last another day.

Some of the changelings in the sky hissed as they spotted was as probably another group of soldiers moving from cover and dove down. Mirror Mirror tensed and motions to her soldiers. "Alright! On me!" she shouted and kicked the door open to sprint to the next house, one that was in a better defensive position.

Her heart sank when she heard the screech of a small group changelings upon her. Her squad was completely out in the open.

"This is it," Mirror Mirror thought. She turned and braced her spear, ready to accept her fate.

“Hey, bugs!”

The changelings stopped their dive to discover where the call had come from. Spike and Peewee were standing on the top of a nearby roof, tongues stuck out. “Can’t catch us!” Spike taunted and slid down the roof.

Before any of them could decide whether to chase down Spike or finish off the squad, half of them were caught in a wide yellow beam and knocked out in mid-air. Mirror Mirror didn't have time to see where it had come from before a black blur dropped out of nowhere and landed on a changeling's back, sending them both to the ground with a crash. The black blur was up in an instant, jumping up and grabbing one of the changelings still hovering before gravity did its dirty work and brought them both back down with a crash. The remaining changelings scattered, screeching in fear.

The dust settled where the blur had landed, but the guards had no time for awe. They readied their spears towards the debris cloud.

"Mirror Mirror," Gold Plum said as he walked out of the smoke, "How many times do I have to cover for your mistakes?"

"You—you!" Mirror Mirror sputtered. "You probably let them in, you bug in a tin can!"

Gold Plum grinned. "Oh, here's the best part: I did your job for you." He pointed to a mansion higher up on the mountain in Canterlot, where the intimidating form of Princess Luna stood perched on the roof.

Luna raised a hoof to address everyone in Canterlot.

"SOLDIERS OF CANTERLOT! YOU HAVE FOUGHT WELL AGAINST THE CHANGELING TYRANT AND NOW, OUR GLORIOUS CITY SHALL BE FREE ONCE MORE!”

Every changeling in the Canterlot sky rushed at Luna only to be intercepted by Gold Plum's own changeling force. Princess Luna took to the skies, magic ready and temper flaring. The entire city cheered.

The rocks imprisoning Chrysalis began to glow red hot. Within minutes they had completely melted away, and a blindly furious Chrysalis burst from her cold prison. Pure rage fueled her journey out of the cave. At the entrance, she was faced with a decision to either intervene at Canterlot or the Crystal Empire.

She looked both ways, screamed so loud the trees shook and bolted toward the Frozen North.

The Crystal Empire's guard was smaller than Canterlot's, and nowhere near as experienced. The battle to seize the city was only a fraction of the time it took to take Equestria's capital city.

It was for that reason that even the hardiest of changelings fled in horror as an angry Celestia appeared on the horizon, eyes burning white with energy. The changelings gathered all their courage and formed one large mass in hopes the bulk would stop the princess, but the strategy proved futile when Twilight and Rarity appeared at their rear with an army of changelings behind them.

The occupying swarm's resolve shattered instantly when Celestia hit them head-on and Twilight cut a path through their flank. The changelings still in fighting shape scattered; Twilight commanded her swarm to take down the stragglers while Rarity, Celestia, and herself freed the city from their green prisons.

Gold Plum personally disabled the last changeling in the city with an uppercut. As news of the victory rounded the city, the cheering of the freed citizens grew louder and louder and the ponies of Canterlot broke out into song. Luna joined in, as happy for their victory as any soldier or officer. Gold Plum was more pragmatic-minded and ordered every soldier near him to fan through the city and free any pony still caught.

The hardest part was over, though. He walked over to a shattered fountain and splashed some water on his face, only to realize he hadn't even switched from his changeling form. He saw Mirror Mirror's reflection next to his and he turned his head.

"Mirror Mirror."

"Gold Plum.”

There was an awkward silence between the two before she gave Gold Plum a rigid salute and walked away.

He returned to washing his face. "It's a start."

As the last changelings dropped out of the fight, Twilight and Celestia heard a roar on the horizon. Wreathed in an aura of energy was Chrysalis, screaming and quickly approaching the city. As she entered the inner rings of the Crystal Empire, she stopped with a force not her own. The rage was replaced by confusion as she looked around then horror as she realized she was being held with a yellow magical field.

Princess Celestia floated up into her view. "Not this time," she growled and launched Chrysalis into the street below. The smoke plumed out from the impact and began to settle. For a moment, Celestia believed the battle had already been won before Chrysalis erupted from the crater, even angrier than before.

Twilight rushed to intervene. Chrysalis had already begun another brute-force magical duel with Celestia, but this time things were different. She looked on as Chrysalis was forced to the ground in a defensive posture, Celestia's energy beam quickly gaining ground over her own. Twilight saw her chance and called for Rarity to follow her.

Chrysalis couldn't believe her luck. Her plan was perfect! Divide and conquer! Did she miss a step? She didn't have much opportunity to dwell on these thoughts when most of her attention was devoted to simply surviving Celestia's overwhelming power, her eyes shut in concentration. It wasn't fair that she had to fight fair!

As she summoned the last bits of her strength in hopes of turning the tide, she heard someone call out her name.

"Hey Chrysalis!"

She opened one eye to see Rarity and Twilight standing right in front of her, Twilight's horn glowing. "Don't blink!"

Chrysalis didn't have an opportunity to. The world around her compressed to a single point and expanded again in the span of a second. The shock of teleportation being forced upon her sent her to the ground reeling and she collapsed a heap.

Twilight took a deep, long breath.

"Finally." she uttered. Then she tilted her head. Something was different about her legs. They were purple. And had fur. Twilight's jump for joy was cut short when Rarity grabbed her by the waist. The fancy unicorn spun Twilight around in joy.

"We're cured, Twilight! Cuuuuuuured!"

Twilight spoke up before her friend crushed her. "That's nice, Rarity, but I kinda need to breathe."

Rarity stopped spinning. "Oh," she said, putting her friend down. "Sorry."

Chrysalis began to stir. "Ugh...what happened?" she mumbled, slowly opening her eyes.

Twilight readied a spell to fight her off, but as Chrysalis stood up, her spell dimmed.

Chrysalis scowled at Twilight's gaze. "What? You couldn't just ruin my plans, so now you're gonna stare at me?"

"My dear, have you heard of the health benefits of Vitamin P?"

Chrysalis scoffed. "Vitamin what? I swear all of you ponies are nuts!"

Twilight said nothing as several of Chrysalis' own changelings that not been defeated began to crowd the streets around her, growling.

"How dare you address your queen this way!" she bellowed. "I'll have you all jailed! Wings plucked! Executed!" she screamed, slowly being backed into the glass window of a store.

"I don't think they care for your look." Rarity commented.

"My looks? I'm the most beautiful creature in Equestr—" she ranted before she caught sight of herself in the storefront window. To her disbelief, her skin had turned a very slight tinge of purple and her eyes had turned blue.

She turned back to the ponies in a fit. "You've—you've infected me!" One of the changelings leaped on her, followed by another. She threw them off as her wings lifted her into the air. She bolted away from her city, her once-loyal swarm now hunting her like any other prey, scratching and biting her.

"I'll get you for this—ow!—Twilight Sparkle! I'll—ouch!—be baaaaaaaaaaaaaa—YEEEOW!—aaaaaaaaaaack!"

Celestia, Rarity and Twilight stood on the highest balcony of Canterlot, surveying the rebuilding efforts.

"It's an even worse mess from up here," Rarity blurted.

Celestia slowly scanned the city below. "Canterlot has endured much worse."

"And it didn't have a nice changeling swarm helping rebuild."

"It really was darling of them to lend a hoof even if they don't think you're their queen anymore. I suppose those little insects do have a conscience."

"We would know. We lived it."

"Ahem."

All three turned to see Gold Plum, his new Captain of the Guard armor shining with the gleam of a fresh polish. He was in his pony form; even though his secret was out, he preferred to keep things normal with his disguise. "We've searched the Crystal Empire and scanned about fifty percent of Equestria, ma'am. No sign of Chrysalis or any stragglers still loyal to her."

Celestia bowed her head slightly. "Thank you, Captain. That will be all."

Gold Plum turned to walk away before a bright flash burst in front of him. He shielded his eyes, as did the ponies, until the light subsided.

Standing there was Discord, wearing a very cheap tropical shirt and equally cheap sunglasses. His sandals were of questionable taste too, as was the coconut with the bright pink straw he held in one claw.

"Man, you guys are not gonna believe what happened to me in the Carribuckean Islands!" he announced.

The ponies were still in silent shock. Discord lowered his shades. "What? What'd I miss?"

THE END