Chapter 2

Crisp fresh air, cool wind brushing past her mane and the feel of hard packed dirt beneath her hooves was all Gold Star needed to feel as alive as she did on her daily run through the forest. Seasonal song birds accompanied her with a choir of heartfelt tunes and the rhythmic churning of gears and compressed exhaust from her mechanical leg tapped in beat with her heart. Today was a good day, in Gold’s opinion, and knowing that there was still a couple more miles left for her run was all the motivation she needed to keep up her pace.

The next mile was a favorite of hers; a path that ran along the edge of the Everfree forest and just outside the town of Ponyville. Gold always loved this part because there was a fork up ahead that she could take either through the heart of Ponyville where even after living in the small quiet town for the past couple of years, she always liked how there was something new to discover every day, or go beyond toward Whitetail Woods. Running through that forest always reminded her of her days back in her hometown of Brightwood. So many memories emblazoned in her mind that she would never forget and of her family and friends that she thought about each and every day. Furthermore, both paths offered a great route for tranquil scenery and ran for more or less the same distance; one thing she would always admit to herself was that she loved the thrill of a good run, no exceptions. Gold was at the fork in no time at all and was about to make the choice of taking the path through Whitetail Woods that day when the slightest breeze of wind carried the sounds of commotion coming from the direction of Ponyville caught her attention. She tried to remember if today was a holiday, but by the sound of it, these weren’t cries of laughter and enjoyment. Gold’s mind was made up and at the fork she took the path leading down to Ponyville.

What greeted her was more devastating than anything than she could have imagined. It was not a scene of destruction but the devastation she felt at that moment was far more than she ever had to feel or handle. Outside the sound-insulated forest, terrified screams of ponies appeared to have increased tenfold but what made her truly gasp in horror were the black forms that flitted from one place to another over the terrified village in chase of ponies who ran as fast as they could, and took a shape she only saw in a newspaper before... a shape she’d never considered she might actually see with her own eyes.

For a stretch of time that she could neither count nor measure, Gold stood at the edge of the town as if mesmerized by the horrors that took place before her but what brought her to reality were the shrieks of defenseless foals in the chaos that ensued in the attack; foals that were searching for the safety of their parents. Others were being rounded and grouped up by the insect-like creatures while those who tried to run away were caught and dragged elsewhere with no help to be had. It was at that moment when it hit her that she needed to fend for her own daughters that might as well be any of those who were screaming in fright.

Gold’s memories of the path she ran were something like a hazy blur. One that was interrupted by a stallion whose screaming at the top of his lungs in a vain attempt to escape capture, “Everypony for themselves, the changelings are back!” But her memory of him did not go beyond his scream as her eyes were kept trained on the nearest group of ponies to help.

It was just outside Crazy Dave’s Joke Shop and Emporium that she encountered her first changelings. They were a gang that was corralling and herding a small group of whimpering foals who were trembling in fear of the hissing and chattering changeling bullies. Indeed, Gold Star felt on the verge of being sick when she saw the innocent tears in the young ones’ eyes as they were made into a very tight circle. The changelings snapped their long, sharp fangs at them, chittering in pleasure over their easy successful capture. Each of them looked eager to pounce and claim the first prize but the first to jump and seize its prey suddenly found itself flying elsewhere.

It was at that moment, when the Changeling leapt, that the yellow-orange pegasus gave her running hooves a greater burst of speed and barreled herself into the Changeling’s side, making it fly sideways and right into its siblings. There was a moment of confusion as it tried to put its hooves on the ground but, when it finally rose, the sight that met its twisted eyes was not anything it expected: standing not far from it, with all the foals that were meant to be captured behind her, was a pegasus mare that held her wings wide open in a territorial-protective stance. Her blue eyes were narrowed in defiance and her green mane and tail swayed behind her and sideways like a proud flag in a gust of wind. She appeared, then, much more formidable and frightening to the changelings, who sought their strength in numbers, than anything they have ever seen or encountered before.

Without removing her eyes from the changelings before her, Gold Star spoke in a steady and resonating voice that otherwise held a motherly-reassuring tone to it, which somewhat calmed the frightened hearts of the foals that stood behind her and around her hooves, “Go! Run away, children!”

From the corners of her eyes, she watched and made sure that they made a break for another piece of shelter in town and they did not go into another trap. The Changeling gang was stunned; they did not expect such strength from one mare that was not even of a significant muscular structure but what held them at bay, as the foals ran, was their apprehension of the dark grey metal that encased her right foreleg. They, of course, did not know what it really was and, mere bullies as they were, they all stood and surrounded the one pony that dared to interfere with their plans and fun. They made sure of their numbers and quickly aligned themselves to cover every escape beyond their tight-knit circle. They circled Gold and snapped and hissed at her but the intimidation did nothing as she then spoke at large, “How dare you attack defenseless foals! You’re nothing but a bunch of school yard bullies!”

But if the changelings thought that they had seen the best this pegasus can do, they were greatly mistaken. A smile slowly spread across her lips, one that was meant to intimidate than a real smile and she scraped the ground with her left hoof. “So why don’t you pick on somepony your own size?!”

The changelings hesitated then. Their number did not lessen but the mare who stood with nary a quiver before them suddenly started to appear, in their eyes, much bigger than she was. Their hissing increased in their attempt to invoke what small amount of courage they could muster and chittered back in response. Gold kept her eyes trained on one of them that still appeared to have some soreness near its chest from the hit it took, with a slight curve to her eyes; a challenge for it to attack her. Slowly, the circle they formed started to close around her until that one Changeling leapt at its would-be victim.

Gold, however, was prepared for it.

In the Changeling’s mid-jump, Gold ran directly in its direction, kicked it aside and bolted out of the circle from the gap that formed by the Changeling that fell. As she ran, she taunted those who were still stunned, “Catch me if you can!”

Gold’s intention was not to defy or attack for she was much smarter than that but still she wanted to keep the attention of this gang of changelings fixed upon her so that they would not turn and chase the foals she managed to save. Some rose into the air while other made to chase after her but her powerful legs, the product of years and years of running around the forest, carried her faster than any Changeling in the air. Indeed, she led them on a merry chase around the village as she sought to look for her daughters when a terrible scream made her blood go cold in her veins.

“Help me!”

The sheer panic in the unknown voice was all that she needed to hear in order to reconsider her current position, even it meant abandoning her search for her own loved ones. Much to her own chagrin, Gold stopped her search to answer the distressed call for help and came upon another scene of helplessness. It was another group of changelings, with apparent joy at their success, with a mare they captured and were carrying away. Gold, with another burst of determination, ran and broke through the offending ranks, making the dark-grey coated mare land on the ground in a heap.

But the mare that fell did not rise on her hooves but raised her head to look shakily at Gold. A quick once over of the now-freed pegasus mare revealed no major injuries but still she asked, “Are you okay?”

The mare gave a shaky nod in reply and squeaked to her rescuer, “I-I have to get out of here.” She attempted to push her sporadic limbs back underneath her, but every time she tried force herself back up her legs shook in cold defiance “P-please, help me.”

The pleading look the young mare gave her was one of pure helplessness and desperation; as if Gold was the only thing standing between the dark pegasus and a fate more terrifying than death itself. Gold Star wanted to stay and continue her search but one more look at the mare told her that she was too traumatized to move on her own. She just could not in good conscious just leave her to fend for herself and, as much as it truly pained her, Gold nodded in return and wasted no time in helping the mare to her hooves. She could only hope that her good deed wouldn’t go to waste on her karma and grant her mental plea that Ruby managed to escape with the children. A group of hungry looking Changelings however, did not give them much time to recover and prepared to attack from overhead. With the other mare fast on her heels, after a bolster of quick encouragement, they made for the only escape route available that was past the deserted shop of Sugarcube Corner and, with a few close calls, the pair made it out the north side of town with barely a glance back the town now swarming with changelings.

For some time, Gold stood beneath the cover of the Everfree Forest overlooking her ‘home’. The mare she had rescued had passed out nearly as soon as they made it to safety; obviously too overwhelmed by her ordeal to find any reserve in will-power left and was now laid, steadily draped, across Gold’s back. Tears flooded her eyes and more than once it was that she considered going back to Ponyville, charge past every Changeling there was until she found her daughters but she had to convince herself several times that she had to remain out of capture for them. That she must somehow find out a way to save them and that going in witlessly will not do them any good.

As she stood there, though, with her head down and eyes barely allowing her to gaze upon anything, a small groan caught her attention and directed her to the now awakening mare that rested atop of her. The dark grey pegasus mare mumbled to herself and looked like she was trying to get a sense on her bearings. Gold took the initiative and lowered herself so the other pony would be able to reach her hooves to the ground. The purple-manned pegasus stammered to one side and almost fell over before Gold caught her in her wing.

“Easy, easy. You’re safe now.” Gold offered in her most soothing tone that she could muster at such time. The other pony steadied herself against Gold’s side until she was able to look around without throwing herself off balance. Her eyes shot open as she must have realized that she had passed out and urged for her savior to give her a bit of room. Gold cautiously obliged and stepped out from her supportive side while keeping a keen eye on the pegasus for any sign of regression.

Soon enough, the other mare was back on her own hooves, if not a little shaky. Gold watched her as she took in her surroundings and eased herself into a more composed state. It was not long, though, before the calming mare took note of the commotion that came from behind her and let her head sink in sorrow as she looked over Ponyville much in the same way that Gold had. Gold saw the expression in the mare’s eyes that she had recently been acquainted with not too long ago and carefully trotted by her side as the first few tears fell from the heartbroken pony’s eyes. The grey mare must have felt the comforting presence of her fellow companion for she soon buried her muzzle into Gold’s placid, green mane and cried harder than Gold had heard any other pony before. She gently put her wings around the dismayed pony and stroked the grey pegasus’s withers with a gentle hoof; letting her cry out. In truth, Gold wished she could have a shoulder to cry on herself but, seeing the other pony breaking down, it was apparent that she needed to appear strong for her.

The pony’s gasping sobs withered into hiccupping whimpers as she tried to pull herself together enough to speak. Gold gave her a few more minutes so as not to rush her and, eventually, coaxed the mare into speaking. “T-tell me this is just a dream…please?”

The poor mare’s desperation-filled eyes bore into Gold’s as she choked on her words. Admittedly, she also wanted to believe that this whole thing was nothing more than a dream as well. Just some delusional trick of her mind that just wanted nothing more than to watch her squirm under the force of her own imagination. Of course, dreams were supposed to be nothing more than illusions brought up by one’s memories, twisted into something else by one’s imagination and no matter what, could never hurt the one dreaming. But this was something beyond a dream, it was a nightmare; one that neither of them had a hope of waking from any time soon.

“I’m sorry, I was only able to save you from those Changelings… It was all I could do.” Gold replied, closing her eyes in her sadness.

For the moment, Gold remained a silent sentinel as she continued to gaze upon the darkening town of Ponyville, carefully gauging her responses to keep her own fading will in check. The silent pair stood for the longest time as they watched their homes being consumed by the ravaging creatures of the past.

--o0o--

Preparing another set of records for the Cloudsdale Weather Archive on the second largest hail storm of Trottingham, Wind Scribe hummed a peaceful little tune he knew from when was just a foal. Why he did this, he really could not tell. He just felt in such good spirits that day that he just really did not care.

“Hey, you mind keepin’ it down?!” A furrowing voice asked him politely from his side. It was Feather Sign, another pegasus that worked in the archives and a longtime friend for Wind Scribe; at least, a pony he used to call a friend.

“Oh, sorry Feather. Didn’t mean to bother you.” Wind Scribe replied in a whisper.

Not to be taken the wrong way, He still thought of the pale yellow pegasus as a friend but, for some time now, he and Feather Sign had become…distant. At first, it just seemed like the pale yellow pegasus was just having a bad day and would get over it but the longer Wind Scribe tried to convince himself of that, the less convinced of it he became. Soon enough, all his friend would do was to come to work, do his job, and then leave without a word. Wind Scribe tried to cheer his friend up multiple times, each attempt only earning him more mortar to the wall of rejection that his friend built. Surprisingly enough today though, Feather Sign did not seem quite as rude as he usually was in that he has not cussed out the poor stallion that tried to help him. Though this was still far from what the two pegasi used to have in terms of their relationship.

Wind Scribe looked up at the clock hanging from the archive room wall to see that his day was nearly complete; his friend, Feather Sign, who was just finishing his shift with him as well, stood up to leave when, all of a sudden, he stopped. It was odd: he just stood there in the middle of the room like a statue and was honestly starting to creep his fellow coworkers out. Wind Scribe asked him then what was wrong but the only reply he received was with a hungry and malicious grin and a few unfathomable words that were spoken in a hissing voice Wind Scribe never before heard, let alone coming from his one friend, “It issss time!”

Further worry ensued along with a wispy chill that made Wind Scribe’s skin crawl with uncertainty. He had his confused questions answered before he asked them though as his so-called friend ignited in a haze of fiery green light. The scene nearly made him jump out of his own skin before Feather Sign reemerged from the vapor as a creature he only knew from reading his books; a Changeling. His friend, or rather the thing that posed as his friend, hissed and grinned with an excited expression of pure ecstasy upon the transformation’s finish. As he gazed with much fear upon the lead-black Changeling, he guessed he was not the only pony that almost suffered a heart attack from such a horrifying sight; from other parts of the Cloudsdale Archives, Wind Scribe could hear the terrified screams of fellow coworkers he knew all his life echoing throughout the building in a choir of panic.

He knew, at that moment, that this was more than just a coincidence but his reverie was not allowed to last as the changeling before him hissed, “You’re coming with me, pony!”

Wind Scribe shuddered at the Changeling’s remark as it pounced upon its trembling prey but a primal instinct, at the back of his mind, managed the only thing his feverish thoughts could come up with at a moment like that: he turned his back on the insectoid creature just as it bared its teeth and shot a fear driven buck straight in to the incoming aggressor. His back hooves made contact and sent the Changeling back in a dizzying tumble across the ground and him on a slight somersault forward from a hasty reaction. He picked himself up shortly after and, without a second thought, bolted for the door.

The archive was a vast collective building of all things weather-related in Equestria and, as such, it made the corridors of such a structure hard to navigate for the inexperienced visitor but having worked at the said place has given the Charcoal pegasus the knowledge he needed to navigate the facility and pilot through a few shortcuts along the way to the archive’s lobby. Yet, outside in the archive lobby, things were in even more chaotic state. Fellow coworkers he knew for a long time flew for their lives as they were being chased down by even more Changelings. Some were already captured and were being hauled away to parts unknown. One of the insect-like creatures halted in his flight as it noticed that none of its siblings had seen the petrified stallion that just burst into the lobby. It took less than a second to change its flight course and break away from its group to capture him. Wind Scribe saw the shadow of the Changeling dive bomb for him, the menacing creature hissed as he made a break for the archive exit. Fear-induced adrenaline surged through the fleeing stallion and kept him mere inches out of reach of the Changeling’s snapping jaws. Wind Scribe narrowly avoided colliding with other ponies in his mad dash and every face he caught a glimpse of held nothing but cold fear. Fortunately for him, the Changeling that gave chase was not quite as fast or as maneuverable, having to redirect its flight pattern just to keep up. Unfortunately for the pony the Changeling collided with, though, another was now at the mercy of his attacker and screamed in vain as more of the matte-black creatures enveloped around him.

Wind Scribe did not dare chance a look over his shoulder to check if his pursuer was still there and kept up his pace regardless. Upon the final stretch of his speedy flight, he all but crashed through the archive exit only to be subjected to a scene far more heartbreaking than what he had already been through: the entire city of Cloudsdale under attack by nothing short of an entire legion of the dastardly, malicious Changelings. Everywhere he looked, ponies were being rounded up and hauled away for whatever plans the despicable insectoids had in store for them. One thought, however, took precedence over all other thoughts at that moment to Wind Scribe: his family. He had to find his wife and kids and flee the city before these creatures laid a single hollowed hoof upon them. Perishing any thoughts of concern for himself, Wind Scribe flared his wings and kicked hard off the ground to fly home as fast as he could.

All throughout the city, other ponies and Changelings nearly collided with him mid-flight. Everywhere he looked, panic and fear was at everypony’s throats. His luck, as it seemed, proved to be holding out for he was able to fly just under the zone that most of the action was taking place. Fate must have been listening to his unspoken prayers as he was nearly halfway there when a terrible sound echoed around the entire city, which seemed to shake the very fabric of the air around him.

Right at the moment, as he was passing Cloudsdale’s all-important Weather Factory, the entire facility exploded. Debris shot out in a cascade of concussive shock-waves and compacted cloud structure that rattled the Charcoal pegasus to the bone. He knew ponies that worked in that factory, all of them exceptional friends that he prayed were nowhere near the place at that very moment. With yet another light of resolve igniting in his heart, Wind Scribe sliced through the turbulent skies to reach his home. He will get to them before any changeling and take them to safety, anywhere away from Cloudsdale to protect his family. His brave thoughts however, were silenced as he was rendered unconscious by a piece of debris that spun out of control and flew directly in his path.

***

“I’m always scared, April. Scared that I wouldn’t do the right thing. That I would lose you one day.”

He was gazing at his wife and kids. They were all, the three of them, looking at him with smiles upon their faces; smiles they reserved for him every day he came back from his job but his eyes were fixed upon the grey almonds of his wife. He had always thought of the grey color as one that is both cold and dull up until he met her in the silent weather archives of Cloudsdale where she was making a research for her university studies. This odd preference of color was an issue that accompanied him since his colt-hood when he used to be picked upon for the odd contrast between his vivid-red mane and dark-grey coat but that matter never again bothered him when April Showers smiled at him shyly, at first, and then boldly remarked at how strong his colors were in contrast to the dark forest-green of his eyes.

At first, Wind Scribe could not believe that this lovely pegasus with a maya-green tail and mane, that much resembled raindrops at the ends, was speaking to him but her golden-harvest colored eyes gave him his first inkling that his life was about to take a huge turn in a different, and happier, direction.

Their romance was one that brought a happy sigh to many as they watched them be swept in a whirlwind of courtship. In the end, two lovely foals was the proof of their devoted love. His life since the moment she set her golden eyes on him had been countless moments of blessing that followed each other with no end to their happiness in sight. He was a family stallion and the welfare of his family meant everything to him.

In her gentle voice; a tone she always used whenever she saw the love reserved for her alone in her husband’s eyes, she crooned, “How could you lose us when we never leave you here and there?”

As she spoke those comforting words to him, she raised her hoof to touch his head. For a reason he could not fathom, the gentle touch of her hoof caused a throbbing headache but he did not care much for that; he was so lost in her loving eyes that nothing else mattered. Something was off, however, for when she went to place her hoof down to his chest, atop of where his heart lie, as she would always do to set his mind at ease, her touch became as cold as ice. He looked up in a start and felt his heart skip more than a few beats upon what stood before him: no longer the visage of his lovely, dedicated wife but the malevolent, cheshire grin of a blackened creature that bared its fangs; a Changeling. It hissed and chuckled in its slithering tongue and pounced on its traumatized prey. Tendrils of pure darkness exploded from the creature’s body to encase the surprised pegasus. He did everything he could to escape but to no avail; the attack was too quick and the world faded into an abyss.

***

Wind Scribe awoke, sharply gasping for air that had eluded his lungs. A throbbing headache and a terrible ringing in his ears accompanied the recovering stallion and became worse with the regain of his senses. He tried to open his eyes but the pain increased with each attempt to gather his strength for such a simple task. In that confused moment, he pondered the ringing plaguing his ears, at first believing it to be the frightened scream of his lovely wife, April, but it was like a continued din that would not diminish. He was at least aware that he was still on a cloud due to the feel of fluffy white cotton under his hooves and belly but his entire body ached for reasons he could not begin to remember.

But, like a tsunami, it all then came flooding back when he realized that the ringing in his ears was actually the screams of ponies that were still in the under-attack city of Cloudsdale. He rose at once, swaying slightly from the pain, but willed himself to search the skies for the floating metropolis. The sight that met his eyes was more than he could handle and his heart sank immediately; the once great city was now aglow with billowing towers of smoke and terrorized screams. Tiny specks, he saw, zipped across the skies in vain escape attempts but were engulfed in a veil of black the moment they fled.

Wind Scribe fell back on his haunches gaping at the scene of it all and in that moment of despair, he was almost certain he could hear the frightened voices of his wife and kids crying out for him as they were being taken away like the others. He had failed; not only his family but himself as well and now there was no way of getting back into the city without being spotted, let alone captured. He did the only thing he could think of and flew; flew as far and fast as his wings could carry him and away from the blockaded city, tears streaking down his anguished face as he felt with every beat of heart fracture his very soul till it shattered like delicate glass.

Yet his will did not last long and his body surrendered after a mile or so of flight. Quite carelessly, for a pegasus, he glided down to the earth and curled into himself to wallow in self-pity and torment. Nothing mattered anymore for the poor stallion now that his family and home were gone. Dark thoughts swirled within his mind; he might as well hoof himself over to the Changelings right this moment. Maybe then he might have the chance to see his family’s smiling faces one more time before the end.

At the very moment when Wind Scribe closed his eyes; surrendering to despair, a rustling sound in nearby bushes forced them wide open and paralyzed him in fright. His breath came in and out in shallow gasps as he turned his head in the noise’s direction to his port side and watched the leaves rustle again yet accompanied this time with a low groan. Feverishly, he searched the grounds for anything he could use to defend himself but all he found was a flimsy-looking branch, which somehow ended up clenched between his teeth.

The low groans continued as Wind Scribe inched his way towards the patch of shrubs, shaking like a leaf caught in speedy winds. Deciding to take some sort of action before he changed his mind, Wind Scribe flung the shrubs out of the way but what he found dumbfounded him; it was another pony, a little more beat-up than him but a pegasus nonetheless. He looked a little younger than a stallion and had a coat of icy blue fur and a short cropped, dark blue mane. His cutie mark was a triplet of overlapping snowflakes each in different shades of blue and white. The pony was still half asleep by the looks of it, or still recovering his senses because he did not notice Wind Scribe just yet. Wind Scribe, on the other hoof, was in the middle of a mental battle, trying to decide what to do next and ultimately came down to a decision. With the stick he still held in his mouth, he began poking at the semi-unconscious pony a few times to further rouse the colt. The pegasus finally began to take note of the rude awakening and pulled himself up to a sitting position. Wind Scribe suddenly realized what he was doing and began to rethink his decision. He backed away and tried his best to make himself look as intimidating as possible.

The pony with snowflakes cutie mark massaged the sides of his head, “Ow, what happened?”

With his heart pounding in his ears, Wind Scribe stuttered, “Y-you there! umm, don’t move or try anything funny… I-I have a weapon!”

Still apparently dazed, the colt looked around until he found the pony that was talking to him. He looked at him first, then at the so-called weapon that he supposedly had with a more than curious stare, “A stick?”

In the back of his mind, Wind Scribe reprimanded himself severely for not thinking of a better plan for this situation and now resorted to plough, “U-uh, yes… Don’t you think I don’t know how to use it!”

But for everything, the snowflakes colt appeared more confused than scared and replied in an offhoof voice, “Alright, then. I won’t try anything.”

Wind Scribe sighed in relief. For that one sigh, he felt so light-hearted and at ease but took it back as another thought passed his disoriented mind, “You’re not a Changeling, are you?” He asked around the stick in his mouth. The colt looked at Wind Scribe as if he was gazing at a mad pony but decided to play along avoid confrontation, “No. I’m not.”

“Prove it.” Wind Scribe ordered as he watched the colt concentrating hard on finding an answer. After a few silent moments, the colt shrugged, “I don’t know how. But listen, I’m not a Changeling. I was attacked by them in Cloudsdale and…”

But Wind Scribe cut across his words and asked, “Wait, you were in Cloudsdale too?”

“Yeah.” The colt answered, “At least until those Changelings attacked me and the others at the Weather Factory. I barely escaped after I overloaded the snowflake production facility.”

Wind Scribe’s jaw dropped, along with the stick that was in his mouth with a muffled clatter, and shouted, “You blew up the Weather Factory?!”

At the oral assault, the colt blinked his eyes wide and stammered, “Y-yes. But I did it to create a distraction for my companions and I to escape. I didn’t expect the system to meltdown that fast. Did you see anypony escape the Weather Factory since the explosion?”

Wind Scribe’s ears folded back as his expression shifted to downcast. He did not at all expect such revelation for he now guessed at what took him off his path and goal, “N-no. I was on my way to get my family when the Weather Factory blew and knocked me out.”

Deep despair welled inside him at these words. He did not know how long he had been unconscious, he did not know where his family was and, worst of all, he feared that the explosion might have harmed them even before the changelings did. A spark lit up in Wind Scribe’s mind as these black thoughts swirled in his mind and suddenly eyed the other pony with fury.

“You! Because of you, my family is in hooves of those Changelings… or worse! I was nearly there, I could have saved them but now…” The spark faded, leaving him to be filled again with boundless remorse, “but now they’re gone...”

Wind Scribe sank back to his haunches again as memories of his family assailed him once more. His family was still gone and taking out his anger on somepony else wasn’t going to bring them back.

The snowflakes pony looked upon the grieving stallion before him and felt a pang of regret for what he had done. In an effort to assure him, the colt hesitantly spoke, “Look, I’m sorry for what I did but I was only trying to save my friends. If I didn’t blow up the factory, neither of us would be here right now and probably in the hooves of the Changelings as well!”

Wind Scribe quelled his sniffling as he listened to the other pegasus, who still spoke with great spirit, “We both have a chance to right our wrongs now, so why don’t we team up to save our friends and family?”

Wind Scribe took his time to contemplate the words he heard, as he gazed at the sincere eyes of the young colt before him, and found that he had nothing to lose by accepting the other pegasus’ offer and so spoke the mystifying question that had been nagging on him ever since he woke up, “Okay. But how do we save our loved ones? Where do we even begin?”

“I have family in Canterlot that we can ask for help!” The colt answered with enthusiasm now that a plan started to form in his mind, “Maybe even get an audience with the Princesses. They need to know what has happened to Cloudsdale.”

With a sigh, Wind Scribe conceded, “Sounds like a plan. I guess we should get flying if we are to get there.”

The other pegasus nodded. “Right. Oh yea, my name’s Azure.”

“Wind Scribe,” the stallion replied, finally putting a name to the face of the snowflakes pony.

With that, two pegasi, a colt and a stallion, took to the skies. They were careful to fly just above the canopy of forest to avoid being too far out in the open. The flight to Canterlot, though always a cheerful route to journey, now felt like a horrendous path in which a pegasus can spread their wings into but, with silent flutters, both pushed on in their quest for the city on the mountain.

--o0o--

However, far to the southeast, another attack was in action; one that swept over the mountain city of Canterlot and filled its lovely blue skies with swarms of black. It was nothing less than a state of full panic in the city as ponies were being picked off from every corner. When the attack commenced, as sudden as it was, alarms broke all over the city that gave way to several defense fronts to be held and organized by civilians and guard ponies yet, one by one, they all fell against the might and numbers of the Changeling legions that were bent upon havoc and destruction... the last of these defense lines was where Celestia’s School for Gifted Unicorns was situated.

Comprising mainly of young students, the changelings had underestimated their magical prowess. The attacking units that were sent to that school, although not small in number, were quite useless against the quickly organized defense the young unicorns mustered. One of these students, a particularly hard-voiced colt, kept shouting, “Don’t you dare wane! Evacuate the younger foals and prepare for...”

But whatever the colt wanted to prepare for simply evaporated from his train of thoughts as a tenfold-greater swarm covered the rising noon sun. At that sight, his eyes grew wide for mere moments with shock but such a scene, though despairing to no limit, did not take hold upon his heart for long for it was then that he raised his head high and galloped forward while shouting to those he left behind, “Retreat! Let none be caught!”

As his horn started to glow, a soft evergreen hue, another horn started to glow right next to him and the colt, refusing to take his eyes off the changelings not far ahead of him, snarled, “Go back, Lilac! This is no place for petty rivalries.”

But the grey-coated and lilac-manned mare that ran next to him shouted back, with a hard tearing gaze to her eyes, “No! I won’t let you go alone, Arbellason. We do this together or we go back with the other students!”

Arbellason picked up speed and his horn glowed brighter. The fact that he did not bother to answer back did not much bother Lilac; he always had that dark look to his eyes and a brooding silence was his defining characteristic. Though both hot-headed rivals in magic school, Lilac had more on her plate to be concerned for and her first concern was the colt who was charging head-on with a shining horn into the swarm. She knew him well enough to realize that he was fool enough to decide to attack an entire legion of changelings on his own but she was not about to let that happen. All of a sudden, her horn started to glow warm purple and both mare and colt vanished right before the moment when the changelings were about to sweep them both away.

Moments later, they teleported far away from the scene of confrontation and into hiding in a narrow alley. Arbellason was quite dizzy but, when he gained his bearings, he yelled at her, “What have you done? Don’t you ever come in my way again!”

Lilac, who had by now reached her breaking point, screamed at him, “Idiot! You can’t attack them on your own. We need to find the Princesses. They’re the only ones who can banish the changelings from all of Equestria.”

“Can they?” Arbellason snorted mockingly from his nostrils, “Open your eyes, Lilac! The changelings are all over the city and our school is in the far end; had they been defeated, they would not have reached us. No, we are on our own, and it’s most likely that the Princesses fled and left us to fend for ourselves!”

At his faithless words, tears gathered at the corners of her eyes; she could not begin to believe in any word he uttered but the fall of the city all around her gave her nothing to argue him with. Her pride in the royalty of her own country, however, gave her a small ounce of stubbornness to confront him with, “I don't believe it! You don’t know the princesses and how they care for their subjects. Princess Celestia and Princess Luna would never leave us! I am going to the castle and see for myself how they will banish the changeling forces. You are welcome to join me when you stop acting pathetic.”

With these decisive words, she turned her flank to him and walked to the end of the alley and right behind a large, ornamental potted-shrub that was, amazingly, still intact. To her horror, she saw ponies chained and being led by evilly-smiling changelings through the streets to places unknown. The presence of Arbellason, whom she sensed to have walked to stand behind her, gave her some comfort despite his silence and, when the street cleared a bit, she turned her head to look at him and he nodded. Both mare and colt crossed hooves, her horn glowed and then both vanished to reappear not far from the Royal Castle, safe in the cover of shadows. There, signs of a great battle were all that was left of the guard ponies that never before left their posts but, instead, changelings of huge muscular structure now took their places.

At that moment, Lilac was ready to give up hope of any chance of reaching the Princesses, and seeing to the freedom of the city she had come to love, when a greenish glow caught her attention.

Turning her head back in curiosity, she saw Arbellason, who had retreated deep within the shadows, gazing at his own hooves with something akin to deep sadness upon his usually hard eyes. That look, however, lasted only a mere moment more for he then closed them and turned his head in a wide circular motion. From his horn, a dark and slimy shower erupted into the air to fall slowly back on him like a cloud of dust. As the dark matter touched his coat, his form slowly started to change: his eyes and pupils expanded and turned from hazel to poisonous blue, his sun-kissed bronze coat gained a darker hue that slowly changed into the lead changeling-black and his unkempt, raven-black mane and tail shortened and became untamed spikes of the same color of his coat. The last touches were when filmy layers sprouted from his back and arranged themselves into false wings, see-through holes appeared in his hooves and two fangs grew down and past his once firm chin. With all finished, Changeling-Arbellason fell to the ground. He was panting so hard as if he had been running a great distance and Lilac, approaching him, her eyes wide with increased wonder, asked, “Why’d you do that? We could’ve found another way...”

A wheezing voice, so unlike the steely tone of Arbellason’s, answered, “You want to see your princessesssss? The battlements are well watched and guarded, and thissss is the only way we can go in.” He then forced himself on his hooves and spoke with shaking knees, “You will go inside as my prisssssoner; thissss will give us enough time to find our path to the Royal Hall but I cannot hold the ssspell for long.”

At his words, Lilac nodded and spun her head once. From the glowing tip of her horn, a stretch of rope streamed that tied itself around her neck and then through one of the holes in Arbellason’s changeling-forehoof just the way she saw them tied around the changelings’. Being an adventurer and of a carefree nature, Lilac so hated to be restrained in any manner and being tied to Arbellason, her absolute rival, made it all the worse but, after taking one last look at him, she swallowed her pride and moved out of the alley. She could imagine what pains he must have taken, both physically and emotionally, to change his shape; he, after all, never cared much for that which did not concern him but his act, though still cold, showed something not unlike the care of her brother, whom she never stopped worrying about since the start of the invasion. Indeed, her mind kept wandering back to the small note she quickly scribbled and entrusted to her childhood companion, who had furiously tried to remain with her, to take to her twin but what she placed in it seemed now too brief and insignificant in comparison to what ache and worry she felt at this dreadful time.

Once in the street, though, Lilac disciplined herself and heart and adopted the sad feelings and demeanor portrayed by the rest of the captives to hide the myriad of emotions that swirled within her. She walked slowly up to the main gates but the changelings there did not stop her movement. It seemed odd to both colt and mare that they were not inspected but whether it was because of Arbellason’s new shape or that they were drunk on their victory of occupying the city, they could not guess nor bothered to spend precious time pondering at.

Inside the castle, it was much different than it had been when they had last visited. All residents of Canterlot had the allowance to walk through the main halls of the royal castle when their needs required the personal attention of the Royal Princesses but being granted a scholarship into Princess Celestia’s own school of magic meant that the gifted pony had access into these halls at any time they liked. This time, as they walked through the corridors, it was different only in the stillness that engulfed the very air; no signs of battle were evident anywhere, and the place appeared as tidy and clean as ever but what it lacked was the bustling life of messenger ponies and ministers at work as they ran the affairs of Equestria. Indeed, the silence seemed much more frightening than the yells and shouts of the small skirmishes that occurred around the city.

Confused and worried, Lilac turned to look at her false captor and whispered, “Let’s go to the Royal Chambers, we might find Princess Celestia there... I don’t like this at all.”

Lilac waited no confirmation from Arbellason and so took a direction that would lead her to the royal chambers of Princess Celestia. She had never been inside it before but she knew her path to it well enough, and, a few minutes later, found herself standing right before the arched doors.

As both stood uncertainly before the doors, muffled voices reached their ears and they strained to hear more. The voices were hard to discern but they seemed to carry the tones of an argument that subsided to one voice after a moment. At their mutual nod, Lilac and Arbellason pushed the double doors gently open to a crack and, to their shock, found none other than a tall, slender black figure with a twisted horn. It was only too easy to realize who the changeling, that had her back to them, was for her figure was more than detailed and described in their course in ‘Modern History’ from the time when the changelings first tried to occupy Canterlot: Queen Chrysalis.

As the nausea that almost engulfed her subsided, the words of the Queen reached and registered in Lilac’s ears, “... and you will continue with your duties in raising the sun upon my new Changeling Empire or else your precious Equestria will slip into a dark and moonless wasteland!” There was a sneering laugh that made goosebumps creep all over Lilac’s coat and Queen Chrysalis continued, “Of course, that will affect us Changelings... but not as strongly as it would your precious, little ponies, and I think you’d rather not risk that, Princess.”

Lilac followed the direction Queen Chrysalis was looking at and finally saw her; Princess Celestia. The Princess stood as proudly as she could against the tyrannical invader but her tears betrayed her hard and narrowed eyes... tears that portrayed everything that threatened Lilac’s being since the start of the invasion: defeat, despair and submission. Something snapped within her, then, and she fell on her hooves in despair, pushing the double doors open with her fall.

Both Princess and Queen turned to look down at her where she had fallen and started to cry silently but the two mares, and changeling, looked up when a voice spoke; a voice that no longer wheezed.

“I almost embraced the faith that there is hope for us still, Princess Celestia! I was ready to see Lilac’s path to you to the end!”

Arbellason’s form slowly started to change, starting from his hooves and slowly up, as he continued, “A leader cannot choose to submit; only resist to the bitter end. A leader cannot suffer the shame of defeat and you, my Princess, are not one!”

With the last of his words, his true form was revealed; it was not that he could not hold the spell any more but that he no longer saw a need for it. Indeed, his eyes appeared in their true shape with the three last words he spoke: hazel, cold, and cruel but with a fierce gaze shining within them that made Princess Celestia turn her head aside in shame.

It was Queen Chrysalis, however, that broke the silence when she addressed the colt before her with a dark sneer, “Hmm. If your shape remained unchanged, colt, I wouldn’t have recognized you as one of my changelings; cold-hearted as you are. What’s your name?”

“I have been called by many names and the knowledge of my true name is hardly of any importance to you, Changeling,” Arbellason spat harshly.

At his words, Queen Chrysalis nearly broke out in maniacal laughter and spoke softly, a tone of voice much more frightening than any yell or scream, “Well well well. Such a fine specimen, you are, and a loyal subject to your own kind, no doubt. Such a shame that you could not be one of my own.”

For a few moments, she gazed at Arbellason, who stood proud, then to Lilac, who silently wept on the floor, and spoke to her first, “It seems your companion here does not share yoursympathies,” and raising her head back to look Arbellason in the eyes, “Still, you two will make excellent sources of food for my children. Guards!”

At her call, Princess Celestia whipped her rainbow-manned head around and started forward but a venomous glare from Queen Chrysalis stopped her mid-step. Her lavender eyes reflected a horror only she knew of and plea came from her, “Please. No!” The Queen, however, shook her head with a chuckle and, at once, three bulky changeling guards landed between Queen Chrysalis and the two ponies. Lilac was simply lifted into the air by the glowing, and twisted, horn of the Queen and was thrown sideways to clear the path between the three menacing changeling guards and the colt whose look of pure defiance mixed with apprehension shone clearly in his eyes.

Magic school, of advanced curriculums, touched upon the most complex of magic. It could not be denied, however, that the school environment of practical application was perhaps much too much monitored and sheltered to maintain the safety of its students. This, of course, meant that Arbellason stood no chance at all as the three formidable-looking elite guards combined the glow of their twisted horns and sent a malignant, spear-like shot at the standing colt. Both Lilac and Princess Celestia surrendered to despair when the magic burst exploded upon impact. As the smoke rose at the door, Chrysalis snickered, “Oh well, it seems that he was worthless, after all...”

But the Queen hesitated then.

A glimpse of something she did not expect glowed faintly before her and it were only moments later that the smoke cleared to reveal a sweaty-browed Arbellason with a sphere of dark evergreen matter surrounding him in a lattice of crisscrossing rays of opaque glow. It was for the first time, since the start of her well-planned invasion, that Chrysalis was intrigued. Impressive displays of magic were not new to her; after all, she had experienced the full and humiliating impact of one when the combined love of Shining Armor and Princess Cadence banished her and her troops from Equestria seven years ago. With a silent nod from her to the leader of her elite guard, the attack was renewed. Burst after burst, terrible blasts of the poisonous green, that was the evil magic of the changelings, were sent at Arbellason but had the protective shield he cast been a mere protective charm, it might not have withstood such blasts had he not attached its source to his own strength and stamina.

That strength and stamina, however, was not that of an Earth Pony and even that has its limit as every blast that met the barrier took its toll on him. It was a sight to behold, at first, when the colt stood his ground against the blows, almost inspiring hope within Lilac but that did not last many moments as his knees started to shake again and his hind legs buckled to the ground. At that moment, the shield flickered and an end was a certainty but a neighing screech issued, then, from within him.

Arbellason was enraged beyond any logical thought at the prospect of defeat. The tip of his horn glowed brightly at first, then started to cast bright green rays but a step forward was all that he took when a warm-purple, and thin, layer stopped his path and replaced the protective shield that had all but crumpled. His mad eyes searched all around for its source but, when his mind finally caught up with him, he looked down into the tear-ruined eyes of Lilac. It was she that ran before him when he screamed his mindless rage and conjured the deflective shield to prevent him from mindlessly attacking a queen of unparalleled magic. Both mare and colt looked at each other through the purple shield but while he stood there, stunned at what he suspected was her intention, her lips formed the word her tongue could not utter, “Go.”

Arbellason stood rooted to the floor there for a few moments more as he gazed at her numbly but that made her scream at him, “Go. Run, Arbellason. Leave this place. Save yourself before all is lost!”

With her yells resonating through his ears, he turned his back at her and galloped out. A short scream and a following gallop told him that Lilac could not hold off the guards and that he was being closely pursued by them. Surrounded by the changelings in their own territory, he was greatly at disadvantage and so he ran fast and hard through the corridors, out to the castle’s courtyard, and into the streets. The guards that stood at the entrance gaped, at first, when a bronze blur passed them but the shout of their leader, who was still on Arbellason’s tail, moved them into pursuit of the runaway. Ruined houses and shops sped by and several blockades came across his path to the city’s gates. Several times, he tried to use his magic to teleport himself elsewhere but a dizzying sensation, whenever his horn started to glow, engulfed his mind and told him that he had not the energy nor the stamina to do so and, in the end, he found himself at the edge of the city; a balcony overlooking the forest at the base of the mountain.

It was a lovely place, he knew so well from his solitary walks around the city, where many a romantic relationship bloomed but the balustrade on the edge was broken in several places and barely standing. The white marble had blackened marks at the broken edges and floor tiles; evidence of evil blasts of magic. Arbellason was panting hard when he reached the balcony but the tell-tale buzzing sound told him that he was no longer alone. Dread crept inside the jumble of his thoughts and hopelessness, for the first time, threatened at him.

Until the leader of the elite guard snickered.

A flash went through Arbellason’s mind at that snicker; a flash of defiance and blazing anger that cleared his mind enough for him to remember to breath. On that balcony, Arbellason closed his eyes and took a deep breath. An untamed gust of wind played with his mane and felt to him as if to clear away the fogginess that engulfed his mind but his reverie was not allowed to last when the changeling leader yelled at the assembled changelings, five including himself, to attack.

At once, Arbellason’s eyes opened and his glowing horn carried him a mere inch above the ground and instantly moved him sideways. Five shots of the wicked changeling magic crisscrossed just where he was standing but the changeling bullies, who were so engrossed in their own mean aura, gulped and took a step back when Arbellason turned his head to them to reveal blazing eyes. It was in that one moment, when they gaped at him in their fear, that his horn quickly glowed then brightly shone and a turbulent gust of wind swept the five of them and dropped them hard against a wall and, one by one, they fell to the floor unconscious.

Arbellason, never pushed beyond his limits before, allowed himself to close his eyes and rest his senses. He felt on the verge of losing himself when a buzzing sound invaded his ears again and, opening his eyes slowly, he saw none other than the Changeling Queen with an entire regiment behind her landing on the floor not far from where her elite guard and their leader lay out-cold. They all had the same menacing looks on their eyes as they cornered the exhausted Arbellason. Queen Chrysalis, after gazing with slight wonder at her unconscious guards, adopted what she thought was a motherly tone to her rather callous voice and spoke, “My, my, my. You’re quite the specimen of latent magic... Arbellason, was it? Why don’t I make you an offer that’s simply too good to resist: surrender of your own free will, join my elite guard and I will personally make sure that you are made amiably comfortable.” There was a small pause and, as they gazed at each other, Queen Chrysalis’s cat-like eyes curved themselves into lustrous and bewitching bright jewels as she continued, her horn faintly starting to glow, “Though if you choose to refuse... well, I’d be rather heartbroken to say the least...”

At the innuendo, something shifted within Arbellason as he gazed at the entrancing green eyes. A certain feeling started to invade him; one he thought that he buried long ago. His breath became shallow and horror, for the first time since the day started, invaded him as he gazed into the glowing green slits of Queen Chrysalis. He was certain that she was trying to entrance him with her alluring words as her offer to him all of a sudden started to appeal to him. Truth be told, was it really such a bad thing to become a Queen’s personal guard? Was it really so horrible to... become her lover?

“Set yourself free. Vanquish your own demons...”

These words crossed his mind and lingered for a sliver of a moment. He could not begin to understand what they meant nor remember who said them to him in the first place.

“Set yourself free. Vanquish your own demons, brother.”

The same words whispered through his thoughts again but, this time, they were accompanied by the mental image of a gently-smiling face with milky, white eyes... those of a blind sister he said goodbye to before he left for Equestria. A tear escaped his eye when he tried so hard to hold that memory yet it was not meant to last as, with a tremendous shock, he returned to his own mind to realize that he had taken a step towards the Queen in acceptance.

His breathing quickened then eased a bit whilst his heart, which almost numbed at her bewitching words, twitched painfully within his chest. Cold numbness, that was nothing less than bliss to him, invaded his being once again yet, as he raised his eyes to those of Chrysalis’, hers were fuming with rage. She knew, as she looked at the deep hazels, that her subtle spell was broken by a fiercer love that protected this colt from her charm but, as a the Queen who brought forth the end of Equestria, the rejection was far more than she can handle and so she reared on her hind legs and struck the ground hard when she came down on her front hooves.

At once, green fires erupted from her hooves in two directions that encircled the balcony upon which he stood. Arbellason was only allowed a moment of confusion when the green fires started to move across the edges of the white marble tiles of the floor and in his direction. His fears were ascertained when Queen Chrysalis spoke in a harsh and thunderous voice, “It was foalish of you to reject my offer, you little whelp! I would have made sure you did not suffer but now, it seems that your folly will be your own demise! Though don’t worry; the one who has their faith in you will only suffer a small portion of your humiliation once we are through here!”

But what the mercilessly-laughing queen did not realize that she had touched upon the one sensitive issue that would enrage his heart. The fear she saw reflected in his eyes was so instantly forgotten and replaced by a fiercer one for the idea of Andromeda, his young sister, falling into the evil schemes of Queen Chrysalis enraged him beyond rational thought. At once, Chrysalis’s laugh ended abruptly as the balcony started to shake with the glowing horn of Arbellason but his inflamed eyes opened wide in horror when he remembered the standard Form-Keeping Charm placed upon the city.

It was not long ago that he studied this particular matter in the class ‘Modern History’ when Princess Celestia placed one powerful spell above the city to keep its elegance and form intact and protected against the decay that befall cities with the passage of years. Of course, evil magic can be twisted to defy this spell and leave a nasty and blackened trace of destruction, which was what Arbellason so carelessly neglected to structure, in his burst of rage, when he intended to make the floor explode below the Queen’s hooves and send her back where she came from.

The spell, so innocently cast by Princess Celestia many years ago, served to work as a protective shield for the city when the very floor below him violently shook and then exploded. Arbellason felt as if his very breath was knocked out of him as he was forcefully thrown backwards with chunks of marble flying all around him, into him and over the balustrade. With his heart beating fast and his thoughts in a race, it felt to him nothing less than a slow-moving dream when he lost the feel of the ground below his hooves and his body started to fall from the high mountain of Canterlot. It dawned upon him, then, that he truly was defeated; that there was no longer the hope for defiance against those who defiled the one home he had had since he left the sand mounds of Saddle Arabia to the green fields of Equestria.

As the forest sped in his direction, a simple thought passed through his fading mind that he still must survive; a thought that made a life’s difference to him, perhaps, when a small sphere formed around his falling body that was all the strength he had left, before he was claimed by the oblivion.