The hive was surrounded in changelings, it was going to be difficult to set up before they had noticed. They would have to work fast and communicate well if they were supposed to pull off this ambush. Luckily, through one of Discord's spells, the group of ponies were able to talk with one another. Spirit had just discovered that Vinyl had brought this odd looking machine. He didn't question it, he needed to focus.

"So, how long will it take for everypony to be ready for the first wave of changelings?" He asked. Spirit had to wait a moment for a response, the connection was surprisingly weak.

"Soon, Vinyl is almost ready. How is Gunner?" Twilight replied. Spirit looked over to Gunner to see him setting up his cannon.

"Hey, how much longer?"

"Almost done. This beauty is gonna destroy them..." Gunner said as he continued putting up the legs that held up the cannon.

"He is almost done. Are there any changelings around the hive that we should worry about?" Spirit asked.

"Yes, there are two groups heading your way. Better get ready Brawny, or we might not be able to set up the cannons." Twilight replied. Then, as if on cue, the two groups of changelings that Twilight spoke of had appeared before Spirit and his group.

Seriously?! Spirit yelled in his mind. "Guys, we have a problem!" Spirit shouted. Octavia reacted quickly, she activated her powers and slashed open the throat of one of the many changelings. Spirit threw himself into one of them and slashed another. Lightning flew through two more changelings, thanks to his armored wings. With only three remaining, Blade shot a magic blast that killed two of the changelings, but one still lived. With the last of his breathe, the changeling let out a long screech. It was quickly silenced by Sweetie Belle. As she smashed it's head, they all turned to the hive to see hundreds of changelings rocketing from the hive.

"Well, dammit." Lightning said.

"Twilight, they're coming. Are you ready?" Spirit shouted as he made use of Discord's spell.

"Yes! We are ready, how about you?" She asked. Spirit turned to see Gunner nod as he started up his cannon.

"Yeah, we're ready. Lets make sure none of them get you by surprise, okay?" Spirit shouted. They all nodded.

The First Battle

"Good, now everypony move!" Gunner shouted, everypony moved behind the cannon. His cannon began to charge. It was filtering raw magic from the environment, through Gunner's body, and into the cannon. They could even see Vinyl's odd machine from a couple miles away, her "cannon" was also charging. Then, in an instant, Vinyl and Gunner shot their cannons. The blast of energy that came from each was incredible, many of the changelings in the path of either laser were killed instantly, but some died slowly. As both magical blasts met the hive, there was a huge explosion, making an enormous hole in the top of it.

"GO!!" Spirit and Twilight shouted as everypony rushed down the hills. They all jumped into the air and struck down many changelings. Spirit ran in and began slashing each changeling into pieces. Shining Armor was strangling several changelings as Applejack and Big Mac continued to kick them half a mile away. Rainbow Dash flew up into the sky until she was no longer visible. Princess Cadence began to form shields around the defenseless medics, Pinkie Pie, Fluttershy, and Doctor Pill. As the changelings surrounded them, thin, barely visible strings were sent through each changeling and then removed in an instant. Spirit looked up to see Rarity sending sewing needles through any approaching changeling. As she landed, she began to parry attacks into other changelings. As she focused her attention on one changeling, another attacked from behind. Only to be struck down by Spirit. "Why didn't you say anything about this earlier?" he asked.

"A lady must always have her fair share of secrets." She stated simply as she looked up. Spirit looked up and saw Rainbow Dash flying down at incredible speeds. As she flew towards the ground, a mach cone formed around her, and she zoomed out of sight once more. Spirit was able to see her right before she crashed into the hive, leaving a giant rainbow colored explosion. The shock-wave sent many changelings spiraling out of the air. Rainbow Dash flew out of the hive only to reveal that she was being chased by a small group of changelings, but something was off. They were gaining on her, and they were emitting greater power than the others. As Rainbow flew over Luna, she impaled the small group with magic spears. Gunner was shooting down the enemy, along with Blade slicing them all into bits. Lightning had a wicked grin as he sliced through dozens of changelings with his electrically charged armored wings. Spirit smiled at the situation. He then activated his power. He let it fly from his body as he twirled in the air, causing many of the changelings to obtain deep gashes. He then flew towards each one he struck and ripped them apart with his hooves and sword. As most of the normal changelings died, larger and stronger ones flew from what was left of the hive. They activated a spell and flew towards Twilight, Luna and Spirit. They all dodged the attacks and forced each changeling into the ground, which suffocated some of them. Spirit turned to face the remaining changelings and swung his sword. A large wave of magic energy flew at them so fast that they didn't even see it coming. They all just fell to the ground, dead.

It can't be that easy, can it? Spirit thought to himself. After a few moments, several griffin sized changelings leaped from the hive and landed before Spirit and the others.

"Spirit! Be careful! They are all very powerful!" Luna shouted.

"We cannot let you pass." One of them hissed.

"We must destroy you, now." Another one had said. Spirit and Twilight stopped for a moment, and then nodded at one another.

"Gunner, Blade, Lightning, Luna, Sweetie Bell and Spirit! Follow me!" Twilight yelled. Soon, everypony who had their name called followed Twilight into hive. A changeling tried to stop them, but it was struck down by Rainbow Dash. Soon, Twilight and her new group jumped into the hive. Leaving the stronger changelings to their allies. They all made a mad dash through the complex "halls" made up of what appeared to be deceased changelings, they could feel something snapping below them as they ran. Soon, they came upon the throne room. Where the real Queen Chrysalis had been waiting.

"Well, it is about time you got here. I was getting so bored." She said. "I was wondering why it took so long for you to take down those changelings I sent out."

"Well, are we going to talk? Or are we going to fight?" Spirit asked. Chrysalis only smiled.

"Eager to die, are you? Well, I will try to end this quickly." Chrysalis said as she flew into the air and unleashed her power. Armor formed around her, it was similar to Celestia's, but it was a dark green and it looked like it wasn't heavy.

The Queen Rises

"Let us begin!" She shouted as she flew towards Twilight, only to be knocked away by Spirit. Spirit and Luna flew at her and threw a large volley of magic blasts at her. Chrysalis blocked all of them and struck Luna to the ground with one hoof strike. Spirit swung his sword at the Queen, but he was sent flying before he could harm her. Gunner shot several paralysis blasts at the Queen, she then got tackled into the wall by Lightning. She shot several magic blasts at Lightning, they were countered by Blade. Sweetie Belle jumped up and ax kicked her into the floor and shot an amazing magic spear from her horn, but it was blocked. Chrysalis rose to her hooves and laughed. "Is that all you can do?" She asked in a calm and mocking tone. She lunged at Gunner and knocked him into the wall, breaking his fore legs and destroying his mechanical arms. Blade shot a ball of energy into the ground and had it erupt under Chrysalis. The Queen walked out of the blast and simply smacked him to the other side of the room. Lightning flew at around her at such great speeds that he formed a tornado almost instantly. Even then, she simply caught him with her hoof and threw him in Blade. They were both knocked out.

"No.. How could this have happened so quickly?" Spirit mumbled to himself.

"Simple, I am just to strong. Oh, and by the way. Your friends above ground have lost." Chrysalis said.

"BULLSHIT!" Spirit shouted as he flew towards her. His speed caught her by surprise and she was embedded into the wall.

"That actually hurt." She said calmly as she removed herself from the hole. Spirit stabbed her in the leg with his sword, his speed once again surprised her. "Shit!" She shouted as she smashed Spirit into the floor, along with his sword. Twilight walked up to Chrysalis and launched a powerful blast of magic into her ear. The blast left her dazed, but she recovered quickly. She looked up to see Princess Luna plant her hoof firmly in her cheek. Chrysalis didn't even budge. Chrysalis swung her hoof at Luna, but she missed. Spirit launched himself out of the ground and threw an uppercut at her. She only stepped back before smashing him into Sweetie Belle. "Not bad, but I want this to end. You see, after I heard you beat Celestia I learned two spells. The first can steal a pony's vampire and lycan powers. The second is a spell that can only be used once. It is a spell that instantly drains the life of any target within the blast. I will get the hard part out of the way, and kill you with the second spell. Oh, and one last thing. I heard that it is VERY painful."

A Warrior's Death

She began to charge up an incredible amount of magic in her horn. Spirit could hardly move. When he was thrown, it did much more damage then he could have ever expected. He saw that the spell was nearly complete. Twilight and Luna could only helplessly watch as Chrysalis charged up her ultimate spell. Spirit needed to evade this somehow. When he tried to move, he found that he was being held down by magic tendrils. It was like he was in Celestia's place when they fought, but this time, he wouldn't get back up. He used his magic to throw Sweetie Belle out of the way, just as Chrysalis fired the spell at him. As it made contact with him, he felt an unimaginable pain. Something that he couldn't endure. He could fell his muscles and organs ripping themselves apart. He couldn't breath, his throat eventually burst. This allowed his jugular to fall from his neck. He could feel each individual bone in his body breaking, snapping, twisting, and exploding. After so much pain, he had slowly and painfully vaporized. The last feeling that went through his body, was his body shriveling up, his eyes, heart, brain, skin, and everything else that was apart of his being had shriveled into dust, and disappeared. Brawny Spirit, was now dead.

Author's Note

Yeah, I gave away some pretty obvious hints as to who would die. Also, if you wonder why Chrysalis was kicking everyone's ass, it was because she didn't just hit them. This might be explained later, but I will say it now. She puts an incredible amount of magic in her hooves. When they touch you, they steal magic and weaken the muscles. This isn't the end (Obviously.) I will have all characters become extremely powerful. Hope you enjoy the new chapter. Also, I know that it is still being rushed. I'm just not good at having it go at a slow pace. Yet there are stories that have a much faster pace than this story. Oh, and I also found some music thanks to "Pony Vegeta" and his story "Pony Ball Z." It is a good story, so go check it out. There is also a sequel, but that isn't finished yet. Again, I hope you liked the new chapter.