On the Brink

Hello! This is just something a little AU fanfic I thought up, mainly because I was reading some fanfics, listened to some music, and I started to get my own ideas. It may or may not be a bit dark, so be careful.

Quick description on what the fic is about:

Not every single changeling was throw abroad after Cadence and Shining Armor's spell erupted, like everypony thought. There were a number of changelings that managed to keep themselves from flying off too far, landing in places like Ponyville and the outskirts of Canterlot. Though considered lucky to be spared from the hive's unknown fate, these strays now need to survive on their own without the hive to protect them, blending in with the ponies or die of starvation.

It was supposed to be as easy as that, but the changelings started to vanish one by one. One changeling, a ranked officer of Chrysalis' royal guard, investigates on the matter and is ultimately captured as well. He would soon realize that his capture, and sentence, would be worse than just mere captivity or even death. On his last breath, the changeling commander breaks free and plots the downfall of his captors. And with hatred gnawing at his very core, he is hell-bent on delivering revenge.

Okay, change of plans. This thing went way off course due to random moments of inspiration and general randomness that pop into my mind frequently. So yeah, this won't be about revenge anymore >.>

Ghost had lead the group down a wide and straight tunnel lighted only by light sacs clinging to the walls. Judging from the amount of light it gave off, it was placed not too long ago. Siren must have been here, or so the changelings hoped.

"Gah, still can't get in touch with her." Ghost's exhaustion showed through the brave face he was putting on. He would try to get a link through to Siren every five minutes, but all he got was just a whole lot of quiet.

He didn't want to admit it, but he couldn't help but think that the mareling had some sort of accident. If that was true, and with the discovery of booby traps, all the commander could do was hope that it wasn't anything fatal.

Their pace was agonizingly slow, but they couldn't risk setting off a trap. But fate had other plans.

CLICK!

"What was that?" Jellybean got jumpy. He already survived one trap, and that was enough for him.

Everyling was standing still, waiting for whatever it was they sprung.

"Do you hear that?" Ghost whipped back. The passageway started to rumble.

"That's not a good sign." Rook declared. "Something's moving."

The changelings looked back the way they came and a wall with a face full of spikes was heading strait towards them.

"Fly! FLY!" Ghost commanded, and the changelings took off for a race for their lives. "Runner! Go on ahead, find a place where we can dodge this thing!"

Runner immediately sped off ahead to find a side route, or at least a niche they could huddle in to avoid the wall of death steadily gaining on the others. No pressure, right? Not like everyling's life hung on the line.

The rush of adrenalin in his veins made his stomach go queasy, but this mostly went unnoticed due to the urgency of the situation. He couldn't afford to miss an escape route and be crushed along with the scrambled remains of what used to be the swarm. No, that's not how he was going to die. He'll make sure of it.

In front of him, he could see the trail of light sacs end, and a faint crack of light was visible to the left. He stopped to see what it was. Another pathway lit up by the sacs. He quickly gestured for the others to make the turn there before diving in himself to give room.

His heart rang in his eardrums as he watched the entrance for any signs of his group. He inched closer as the beating of their wings became louder. Ghost was shouting something to the other changelings, though Runner couldn't make anything out.

But he didn't need to worry about that. Soon enough the rest of the group scampered into view, barely getting scraped by the wall of spikes. Runner breathed a sigh of relief as the group dusted themselves off.

Ghost proceeded to pat him on the back and went straight down the tunnel. Well, it was something at least.

The group felt the exhaustion kick in when the adrenaline wore off. Needless to say, they were all dragging their flanks by the time they reached the end of the hall.

"Why don't you take a rest here. I'll check ahead." Ghost said, taking his leave.

Breathless and overcome with fatigue, the changelings dropped to the ground for a well-earned rest. No words were exchanged as the terror of almost finding their end was still fresh in their minds.

=====

"Excellent. I never thought that they could find that secret passageway that easily, let alone sidestep the traps, and surviving the ones they triggered."

"Dumb luck. Should we send the experiments after them?"

"No, not yet. Those things will have their time."

"That female doesn't seem to exhibit the same characteristics as the first one."

"That's because she's not a drone. She's just another soldier."

"Ahh, I see. Just another useless subject for the- HURK! Ckk... gha... S-stop!"

"Watch you're tongue, Doctor, or you'll end up without one. You! Send out the experiments. And make sure those changelings are left alive, or you'll have to fill in for them. This had been a nice chat, Doc, but I have other things to attend to. Ta-ta."

"Gah! Tch... One of these days..."

=====

"Whew, I really needed that break." Zulu said, her face beaming with enthusiasm. The same couldn't be said for the others though as they got up to rejoin their leader. "I thought we were going to be crushed by that thing." Still she was met with silence. It made her feel a bit awkward, not only that, it made her feel like she wasn't even there. "That's just rude..." She mumbled as she followed behind the others.

Little did the changelings know that just beyond earshot, claws were scratching on the walls, destroying the light source that lead them there. Creatures of darkness quietly stalk their prey with bared fangs dripping with saliva, savoring the moment when their claws tear and break the changelings' chitinous exoskeletons.

An uneasy silence loomed over the party. Even Zulu had succumbed to the silence. Only hoof falls could be heard ringing in the tunnel.

The group started feeling chills running down their spines, but didn't dare talk about it. Everyling was still trembling, and none of them wanted to spark the panic.

=====

Ghost's nagging feeling only grew the longer he stayed in the confines of this wretched tunnel. There weren't any exits, no vents, not even holes made by rodents. In fact, not a single rodent or bug was seen ever since they entered the secret passage. What's going on here? He knew exactly what was going on. Everything was playing out too smoothly. Not once have they faced a dead end. It was like they were being intentionally led somewhere. This has got to be a trap. Someone's pulling the strings here...

The changeling's body abruptly froze, and with it his mind. "Oh, Chrysalis..." He took a shaky step forward, feeling as if he would burst out screaming at any moment. His mind was trying to figure out what the scene ahead of him meant, but in it's rattled pace, it just simply froze.

"No... Don't tell me we were too late..."

Ghost planted an angry hoof at the ground before turning away in disgust. "Waste of time..." he grumbled under his breath. "Everyling turn back. We're done he-"

"G-ghost..."

The commander stopped and whipped his head back, to be greeted with the gruesome scene he laid his eyes upon earlier. Blood stained walls, deep scratches on the walls, scorch marks from a changeling's magic blasts. Evidence of a fight, and by the presence of what looked to be a set of changeling wings on the ground and a piece of a broken blue shell, it was a loosing fight for the drone. But there was one thing he overlooked. The body of the drone he though laid lifeless on a pool of her own blood, was miraculously breathing, albeit slowly. Her time was running out.

"Gh... ost..." She managed to squeak out a second time which made the commander rush to her side.

"What happened to you? Who did this?"

"It... is... a trap."

"GHOST!"

A volley of hoof falls could be heard ringing in the distance. Ghost spotted movement down the tunnel, a closer look revealed the other changelings running in panic. A horde of... something was chasing them.

Dammit! It's a dead end here. Suddenly the wall to his left opened up to another unlit passage. "Not this again." Between suffering a horrible death from unknown creatures and living for a few more minutes, he took the second option. "Over here!"

Ghost picked up the wounded drone and lead the other changelings into the new passage, not knowing what it held for them, nor did he care. It was clear that whoever was behind this was only playing with them. What significant difference did it make?

Right on cue, when the changelings were all huddled together, the part of the wall was shut, snuffing out the light that came from the outside and leaving darkness to reign.

"Everyone alright? Rook?"

"Here."

"Zulu."

"Here."

"Coal?"

There was no answer.

"Coal?"

Still nothing.

"He's gone." Ghost identified the voice of Brutus.

"What do you mean?"

"Those things got him," said Runner. "One of them drove a scythe through his back. He was swallowed up by that mob before we could do anything."

"I see... anyling else?"

"Just him."

Ghost illuminated the room with his horn. He saw the sorrow-stricken faces of his comrades. It hurt him that he didn't show that kind of empathy. Through his years as a commander, he saw his own soldiers dying in front of him. Often those soldiers had grown on him. Seeing them die caused him die inside as well. Death became his second nature.

The moment of silence was interrupted by the sudden sound of erupting flames. The changelings were blinded by the sudden influx of light. So this is it? We die by burning in out own chitin? Fine, at least this nightmare will be over. Ghost waited for his time to end, but found that there was a lack of extreme heat and agonizing pain. His eyes soon adjusted to light and was greeted by a room surrounded by lit torches, and another hall leading straight ahead.

But at that moment of being bathed in the immaculate glow of fire, he saw a horrific scene. The walls were covered in dried blood. Bones were piled on the corners, and only now did the smell of death and decay enter his nostrils. "What kind of sick place is this?"

There was only silence until a voice seeped out from the walls with a sense of vileness that rivaled even the queen's. "Hello, changelings." The voice said. The party scrambled to find where the voice was coming from. "Welcome to my little maze. Shall we play a game?"

Zulu pointed to small, blackened vents protruding from the walls, a possible es-

"Don't even bother turning into bugs. The vents will burn you to a crisp, let me show you." A sudden jet of flames roared from the vents which turned the room into a boiling microwave. It sucked up all the oxygen in the room before being snuffed out, but by then the changelings were already gasping for precious air.

"Ha ha ha ha! Now lets have a little fun. Find your way out of the maze, and we'll get to the parts worth dying for."

The deep sound of double doors busting open in the distance brought with it fresh air which the changelings greedily gasped up to save their dear lives.

"This is not good!" Rook stood over Siren with an expression of utter horror. "She's not gonna last long like this." Siren had almost bled out from the wounds she suffered, and the heat just made things worse by increasing her bleeding.

"Outta the way!" Jellybean cut through the others and immediately cast a spell that made the mareling's wounds glow. Siren winced weakly. "Don't worry, you'll be fine, Siren." But Jellybean's face said otherwise. He could see that her wounds were deeper than expected and went through some vital areas. It was surprising that she was still breathing. The wounds fully closed thanks to Jellybean's magic, but the damage had already been done. It was only a matter of time for her.

Zulu suddenly cut through the silence as her hooves clacked against the floor. "We wont get out of this by just sitting around. We have to find a way out."

"IF there is a way out."

"Rook, I know things are looking bad-"

"Looking bad? We've been separated from the swarm for two weeks with no contact or even an idea if there is even a swarm to return to." Rook took a step forward which made Zulu stumble two steps back. "Cole's dead, Siren's dying, and soon we'll all be joining them in Tartarus! For who? A puppeteer who's been pulling the strings ever since we-"

"Enough!" Ghost extended one of his forelegs into a blade, getting in between the two. "We get it. But sitting here on our haunches will only make us starve ourselves to death." He turned the blade back into a hoof and trotted off down the hall and past the double doors they had heard earlier.

"We are changelings. Adaptability is what we're all about. We will find a way." It sure sounded encouraging enough, but Ghost had his doubts too. Unsettling would be an understatement of how he felt as he made his way down the hall, but there was no way his pride as a hive official allow him to turn back. Zulu was quick to follow him.

Green flames surrounded Brutus as his frame heightened and expanded. His hind legs straightened, his body went erect, muscles bulged throughout the body. shoulders articulated to the sides and the his fore hooves separated into five digits on each. Grey fur covered his body like a winter coat, his horn split into two and rested on either side of his head. When the flames died, it revealed a hulking minotaur, roughly twice as big as the average pony.

Brute wrapped his arms around the fatally wounded drone and cradled her in his arms. "I'll carry her. It's easier this way." Without waiting for the others, he followed the commander down the hall with Jellybean close by to check on the mareling's condition.

"Rook..." Runner started after the others but glanced back at his buddy, "There's no point in just standing around here, waiting to die. Come on, before those things come busting through the walls."

Not wanting to be left alone, Rook followed the rest of the party down the hall to their dooms. Doom was such an appropriate word if the blood stains on the walls said anything about it. He passed the double doors and joined the others in the maze. Through twists and turns, the party walked in pairs, understanding the importance of utilizing the buddy system, but none of them talked.

For half an hour, they walked aimlessly in the maze, in utter silence. The heavy miasma of death which filled the whole maze made it hard not to gag with every shallow breath. The deeper they got into the maze, the heavier the air became. It was a bad omen that would soon prove to be real.

Jellybean's ears twitched in different directions, "Did you hear that?" All eyes turned to question him before their ears took the liberty to scan the air for themselves.

"I don't hear anything, Jelly." said Zulu. The others nodded in affirmation of silence.

"I swear I heard something. There! Did you hear that?" The other changelings' faces were twisted with confusion. "How could you not hear it?" Hearing the noise again, Jellybean decided to let his ears lead him and the others. He cantered off ahead of the others.

"Hey, stick to your buddy! Jellybean!" Ghost and the others quickly trailed after the changeling, only to find three paths splitting off to different directions with no indication to where the changeling had gone. "Great. Jellybean! Where are you, which path did you take?"

When no response was given, Ghost decided to try the channel. "Jellybean, which path did you take?"

An abrupt, terrified scream from the one they were looking for gave them all the directions they needed. Without wasting another second, they ran off to the right path and followed it through to another crossroad where a second scream pointed the way. The nearness of the scream was enough to urge the party to increase their pace.

They stopped dead in their tracks at the foot of a changeling's fresh corpse, speared through the heart by a broken bone. It's blood drained into a pool which trailed the niches of the cobble floor.

A shivering figure, covered in fresh blood, kicked itself against the wall. "S-S-Sorry... I-I am... s-so sorry..." A closer look revealed that the figure was Jellybean, a terrified expression plastered his face. Zulu's mareling instincts kicked in and she rushed over to the frightened changeling, and like a pony mother trying to calm down her foal, she stroked Jellybean's head to shush him down. It was an unusual display for a changeling. Changelings never cared for the grubs, even if it were their own. They had the drones take care of them, and even they weren't that motherly. Zulu spending too much time as a pony was the common thoughts of every other changeling there.

"Its... its Coal!" Ghost announced, indicating a scar on his chitin. "You said those things took him."

"They did." Rook answered. "We saw it with our own eyes. Something impaled him with a scythe, or a giant claw before he was overrun by those... monstrosities."

"He... He at-ta-at-attacked me." Jellybean squeaked.

Ghost checked, but there was no evidence of a mind control spell. Moving on to the physical checks on the corpse, he found what looked to be bite marks on the back of his neck but it wasn't like any bite marks any of them ever saw. It looked like three fang making a triangular pattern, equal spacing as if it were from a precision tool.

The commander glanced back at Zulu and Jellybean. The mareling's effort paid off. Jellybean had calmed down considerably and mumbled something about him being a medic and not being built for that kind of experience and stress.

He looked at the minotaur who was isolated in one side, checking the mareling drone to avoid looking at the corpse of his squad mate. Losing a friend was hard, he cannot be blamed.

Going back to checking Coal's dead body, Ghost lifted an eyelid open. The blue hues of his eyes were completely replaced by crimson. That only meant one thing. "He was driven mad."

"Driven mad... by what?" Brutus asked. "I know he is- was a little unstable, but..."

"He was driven mad by love starvation." That somehow made the air around the room heavier.

"But he had enough supply for two days when we got here." Rook said in uncertainty. "It's not like he used it all up in an hour."

"I think he's been drained. And I'm sure these marks had something to do with it." Ghost would have gone on, but the sound of growling made it clear that there were other things lurking here, and he highly doubted that whatever those things were are friendly.

"Channel only. Come on, and no one strays off again."

=====

"It's just this way. Follow me." A grayish blue unicorn with a mane and tail as white as snow said, adjusting his red bow tie.

"You've been saying that for the past hour. I'm beginning to doubt you actually know the way." A blue changeling in armor said as he trotted along the unicorn. A brown earth pony mare trailed the changeling. She was walking on three limbs as she had one of her forelegs close to her mouth. She was adjusting something on the metallic gauntlet she had on her hoof.

"This thing just won't work. I need proper tools to fix this." She grumbled, nearly bumping into the unicorn when he abruptly stopped.

"What is it?" the strangely hued changeling asked, "Finally realized you've been taking us in circles?"

"No." The unicorn replied, taking three steps forward. "This is simply where you take a little nap."

"What? You dare threaten me, bug?" The changeling raised his hoof at the bow tie wearing scum in front of him.

The unicorn just scorned in reply, "Goodnight."

Suddenly the floor under the mare and the changeling opened downwards. The changeling got a hold on the ledge by the unicorn's hoof, and the mare was hanging on his back, but the gauntlets on her hooves made it difficult to grab the changeling's purple armor.

"I-I can't hold on!"

"What are you waiting for? Pull us up! Hey, HEY! Get back here!" The changeling grunted. His hoof started to slip.

"Fate has made it's choice. Even if you are from another world as you claim to be, fate governs all."

"Load of hogwash!"

Suddenly the weight on his back was gone, and the shrill scream of the mare reached his ears as she fell.

"Bombshell!" He growled loudly. "You will pay for this, you traitor! I'll make sure you'll suffer." The changeling growled again before letting go of the ledge to follow the mare into the abyss. "Mark my words, Foresight! I WILL KILL YOU MYSELF!" The trap door closed.

There wasn't a sign of remorse on the unicorn's face, only a cold expression of indifference as he continued his trek through the maze. It wouldn't be long until the next crossroad brought about new companions. It was destiny's word.

Walking through the labyrinth of twist, turns and traps was like a trot in the beach. The hand of destiny guided him through the treacherous halls, sidestepping the booby traps until he found the spot where he would wait for the others who were also trapped here to make their appearance. It didn't take long before he felt their presence.

"I know you are there. Come out of the shadows and I will lead you to the end of this vile place." He didn't even bother to turn his head to check. Destiny told him exactly what would come out. "You and your friends don't have much time, especially that one."

"They seem to be doing well, but that blue one worries me."

"Since when were you so worried? You said it yourself, none left the maze alive, and they are only half way there. By the way, isn't it about that time?"

"Oh? How silly of me to forget. Excuse me."

"..."

"Ooooh, what do we have here? The blue one just left his companions behind. Heh heh, what an interesting development."

=====

Ghost's group found themselves faced with a fork in the road. The maze split off in two directions. "At this point, we can just guess which way to take." The commander glanced back at the group. "So, left or right?"

Zulu put a hoof to her chin and mused on it. She winced, put her hooves to her head and massaged her temples, giving a groan.

"Hey, no need to pop your head thinking about it." Runner jokingly said.

The mareling tossed left and right which made them start to worry.

"You alright Zulu? Zulu? Hey? Hey!"

Zulu's tossing became more desperate and now she was grinding her teeth. "My head! It hurts!" She moaned in pain. "It BUCKING hurts! Make it stop!"

Jellybean's horn glowed over the mareling but he soon felt a sharp pain in his head. He dropped to the ground with his fore hooves on his head and began to chant about the pain. "It hurts, it hurts!"

Rook was the next to fall victim to the strange sickness, then Brutus went to the ground. Everyling fell to the ground holding their heads and chanting something similar to Zulu's mantra. Ghost tried to power through the massive headache, his skull feeling like it was going to burst at any moment. The pain was so intense that he could hardly even breathe. Eventually his limbs failed him and he dropped on the hard floor. He could feel his cranium pulsing, ready to burst in a gory explosion of brain matter.

As if the headaches weren't enough, the maze rumbled, indicating another mechanism was at work. The rumbling was but a gentle hum, but to them it felt as if hammers were being dropped on their heads from the top of Canterlot Castle's spire. One part of the floor was rising.

"No..."

It rose and rose until it became a low wall.

"No!" Ghost stood up through sheer will power and clumsily dragged himself to the wall which continued to rise without giving a sign of slowing down. The wall hit the ceiling with a deep, loud, reverberating bang, sending dust and small debris to pummel the changelings.

The commander threw a punch at the wall before ramming his head on it and slid down back to the cold cobble. The wall had split the party in half.

Just as Ghost felt like his skull couldn't take it anymore, the pain disappeared like a stone dropped into the bog, swallowed up by the murky waters. The changeling commander didn't waste time and surrounded himself with flames. When it subsided, there was no physical change. "What in Equestria?" He tried to morph again, but gained the same result.

"Let me try." Runner attempted to change into a pony, only to be stuck being a changeling. "That's odd."

Zulu shook her head after her attempt failed.

"Hey! Can you hear me?" Rook's muffled voice pierced through the thick wall. "I, I can't use the channel, and transforming is a no go too."

"Same here." Runner spoke up for the other two. "Are the others with you?"

"Yeah. Jellybean, Brutus and I recovered from the headache, but Siren's not doing so hot."

This time Ghost spoke, "Alright, I want you to take a torch and mark the walls as you move through the maze. It's a long shot, but maybe we'll cross paths. We'll do the same over here." Like he said, it was a long shot and the chances of them meeting up were slim

Ghost could hear some panicked murmuring from the other side.

"Sweet Chrysalis, they're everywhere! Go, go, go! Ghost, we've run into a problem, gotta run!" The sound of hooves on cobble faded into the darkness. What problem did they run into?

Ghost glanced at the two changelings with him. "Let's get moving." He pulled out a torch from the wall with his magic. "Well at least that still works. Come on."

The group followed the right side of the wall, hoping to eventually find an exit. They took turns holding the torch against the wall to leave a black line of soot to mark where they had been. Not a single trap was triggered yet as they took the time to scrutinize every inch of the cobble as they made tracks. Ghost felt like they were being watched again and slightly quickened their pace.

"I hope the others are alright." The mareling mumbled to herself.

Runner heard her and flashed her a smile. "Don't worry about it, Rook's a smart little nymph. He'll stay out of trouble. And if trouble finds them, that muscle mass of Brutus will break down any obstacle. As for us, we have our great leader here to keep us safe."

"I guess... but... no, you're right! They'll be okay, and so will we."

Great leader? Safe? Ghost couldn't help but cringe. The last time those three words were strung together in a single sentence, things didn't end well. Dark memories invaded his mind. He could see the young faces of the troops he was leading against satyr raiders in the forest harboring the hive. They were fresh from training and eager to take on their first ever mission. He was just promoted to captain back then, and he shared their enthusiasm as this was his first mission as a captain. Funny how things could easily change course.

"Hey, Commander. Your turn with the torch." Runner pulled Ghost out of the darker recesses of his mind. "You okay, sir? You looked like you zoned out."

"It's nothing to worry about." He said, taking hold of the torch. "It's just... never mind. It's nothing, really."

A cold breeze stopped the party of three where they stood. "Tell me I wasn't the only one who felt that." The mareling shuddered.

The party looked around and their eyes laid upon a large hole in the ceiling big enough for the three of them to fly side by side.

"Looks like we found our way out of here, let's go!" Runner flew up but was immediately grounded by the mareling.

"We don't know what's up there!" the mareling said.

Ghost levitated the torch through the hole. Something sparkled inside, like a cluster of tiny gems reflecting the light back. He drove the torch further and was terrified of what he saw. "Oh sweet Chrysalis." The tiny glimmering gems were actually a set of eyes, the owner of which hissed and spat at the torch, dousing the light.

The commander turned and galloped as fast as he could, beckoning the other two to follow quickly. But they just stood there for a moment, unsure of what to think. The creature that resided in the hole crept down, dropping debris down below. Zulu gave a cry of pure terror when she realized why the commander galloped off in such a hurry. She too galloped after him and Runner was urging her to go beyond her maximum speed. Because just behind them, an eight legged creature crawled out of the ceiling with fangs the size of a fully grown changeling. Its' many eyes kept a constant glare as they beamed out the reflected light from the torches on the walls.

"Come on!" Ghost was standing just ahead the two of them.

"What are you doing? RUN!"

The two passed by him and Ghost sent the torches on the walls clattering in front of the giant arachnid then galloped at top speed. That only slowed down the colossal spider for a second. It took refuge on the ceiling, still chasing it's prey. Flying would have helped here, if only there weren't so many cobwebs to blind them.

Arrows whizzed by, spikes shot out from the ceiling and the floors. Trap by trap, they triggered each one in their mad dash. Neither the changelings nor the arachnid were phased. The arachnid was bent on catching it's prey, and the changelings were bent on living another day. As they rounded the last corner, the spider was mere inches away. Just as it was about to strike down it's first victim, one of the changelings stepped on a loose brick which made part of the ceiling come crashing down and landing on spider before rising up again, stunning it momentarily. Noticing this, Ghost went back for the button. This chase ends here.

"ARE YOU CRAZY?" Runner and Zulu sang in chorus, stopping where they were.

Ghost misjudged his move and found himself looking desperately for the pressure plate. He found it, but before he could send the ceiling to crash down, the spider sent it's foreleg through the changeling's hind leg. Ghost screamed in pain as his body earned another hole. "Press the button!" He screamed, pointing at the pressure plate. "Press it!"

Runner jumped into action, going full steam ahead. There was no time. The spider was already spinning it's web to mummify it's prey. He got to the plate but hesitated pressing it.

"What are you waiting for?! Press the bucking plate!" Ghost fought through the tumbling and spinning he was subjected to.

"But you'll be crushed too!"

"Press- Pmhh!" The changeling was now completely covered in a cocoon.

With all his might, Runner pressed the plate hard and the ceiling crusher slammed down. He repeatedly pressed the button, hoping that mashing it as fast as he could would make the crusher stronger. He ignored the spider's pleas and just pressed and pressed and pressed. He could hear every squishy detail of crusher meeting spider. The monstrous arachnid dropped, loosing the last ounce of life it had. Just before the final blow, Zulu yanked the cocoon free from the spider's appendages. The last blow broke the spider's hardened body, cracked it open like an egg thrown against a wall. The arachnid literally exploded on contact. It's fluids decorated the walls and bathed the changelings in crimson, green and brown.

Desperately, they clawed at the cocoon, separating web from changeling. It was a task easier said than done as their own hooves stuck to the fresh webbing. The stench of spider innards rivaled that of the nursing pool inside the hive, no, it was worse than that, about twenty times worse. The changelings, used to gross stuff like this had to stop for a moment to keep themselves from being reintroduced to the last solid thing they ate. Finally after what felt like an eternity, they freed Ghost's head from his prison. He gasped up for air as soon as he was able. His lungs burned as if the air was hot sauce. In a few more minutes he was free.

"Why did it have to be spiders?" Zulu was fighting every nerve she had to work up the courage to even get that close to the thing, let alone be close enough to yank Ghost out of it's clutches.

From the end of the hall, they could hear clattering of tiny clawed feet. The ground started to rumble as well. "Oh, you just had to say it!" Ghost groaned. He tried to stand but his wounded hind leg was bleeding and burning. That leg wouldn't be useful any time soon. "Help me up, will you?"

Runner threw Ghost on his back and dragged him to a spot well away from the dead arachnid. "It really got you good. That leg is mangled. Zulu, grab the webbing, maybe we can use it to put pressure on the wound."

"Alright."

"At least you can still fly."

Ghost nodded to this. "Hey. Good work."

"Don't mention it, Commander."

"I thought I told you guys to call me Ghost."

"Can't hurt to be formal."

The gentle clip-clopping of hooves announced Zulu's return with the make-shift bandages. With a little help from Runner, the two of them covered the wound with the spider web. To Ghost, his leg felt numb and stiff, but considering he was still breathing, it wasn't much of a bother after all. He tried to stand up, trying not to put pressure on his wounded leg. "Come on. We have to find a way out, fast before anything else pops up."

He wasn't met with resistance and the three of them started off to continue their trek. Meanwhile, the other party wasn't doing so well fighting off their troubles.

Rook, Jellybean, and Brutus -who was still a minotaur and carrying Siren- were galloping as fast as their hooves could carry them for just a tiny distance away, a swarm of spiders were chasing them. Jellybean identified them as black widows. A few moments ago, Rook was talking to Runner and the others through the wall when those things began flooding out of the vents. The corridor was absolutely pitch black thanks to those spiders. They swallowed up the walls, floor and ceiling like a demonic shadow erasing everything it touched.

"I would love to see Zulu's face when she sees this," said Rook, trying to make the situation feel less dire as it was.

Jellybean was busy launching torches at the spider swarm but gave a nervous chuckle. "Rook, I don't... I don't think we'll make it. Running out of juice here, buddy."

"Do you hear running water?" Brutus said.

"Is... is that a waterfall?"

"One way to find out, follow me!"

They rounded a dim corner and immediately fell down a hole. The minotaur instinctively curled up into a ball to protect Siren as he tumbled along. The other two changelings weren't as nimble and their ride down the slope was rough. They were beaten and stabbed by rocks. At the end of their tumble, they were thrown into an underground river and whisked away by the current.

Rook broke the surface with a gasp for air. The other changeling popped out a short distance from him. He seemed to be okay, but where were the other two, Brutus and Siren? Rook looked around in panic, but it was Jellybean who spotted them. Siren miraculously had her head above the water but the current was trying to drag her down, almost succeeding a couple of times. A short while later, they spotted the back of minotaur floating on the water. He wasn't moving.

Jellybean made for the mareling and Rook went for the bull. Jellybean helped Siren keep her head out of the water, but that was all he could do. Before Rook could get to Brutus, the party sudden felt like they were pulled down. It didn't take long for them to realize that they were falling. Too exhausted to scream, the three conscious changelings just closed their eyes and hoped that this was all over.

SPLASH!

Rook found himself being dragged across the water. The sound of a waterfall was distant, but yet clear... somewhat soothing. He was in some kind of cave. A nice, quiet cave. It was almost as big as the caves at the hive. The sense of familiarity made him forget his current situation. He was hoisted up and dropped on the floor. He couldn't move. He didn't want to move. He just wanted to lie there and take a nap. A nice long nap.

Something moved behind him, nudging him behind the head. "You're alive? Thank Chrysalis." It spoke, sounding feminine.

"Siren?" Rook said without moving.

"I'm sorry I got you all into this mess."

"You couldn't have known."

Rook heard the mareling gag, followed by a 'splosh' sound. In a few seconds, light shone from behind him. It was a dim light, but better than nothing. He turned around to see Siren, visibly pale under the soft glow of the light sac. She had blood oozing out of her mouth, the source of the crimson puddle underneath her. "I can't make it." She said as she leaned against the wall. Rook could see that her remaining strength was quickly diminishing with every second they wasted. It hit him like an arrow straight through the heart. He couldn't waste time. For her sake.

"No! We'll get through this. All of us! By the way, have you seen Jellybean and Brutus?"

Without saying a word, Siren pointed behind her, levitating the sac over to where a changeling and a minotaur was laying down by the water's edge. Unconscious, but breathing. Disturbed by the light, the pair stirred and awoke. The changeling went into a state of panic as soon as he got his bearings. "Siren? Siren!" He was frantically looking at the expanse of water before him, unaware that the one he was looking for was just to his side. He was about to dive into the water, but the minotaur was quick enough to pull him in. "Calm down, she's right here!"

Brutus held the panicked changeling in front of Siren. Jellybean just sighed and gave an embarrassed grin before being dropped on the ground. He shot an annoyed look at the minotaur before standing up.

"Hold on." Rook confusedly said, "Jellybean and Brutus were both unconscious, so that means..." He gave Siren a questioning look.

Siren just smiled weakly, giving her reply, "I'm a drone. Caring for nymphs like you is my job. Dying or not." She let out a giggle but instead she coughed up blood.

"We have to get moving. Hang in there Siren" Rook lead the way along the path. Where were they anyway?

Brutus bent over to pick up the mareling but got waved off. "I can walk fine now. Thank you." Siren said as she got to her hooves.

"Are you sure?" He asked. Siren just nodded. Brutus shrugged and tried to turn himself back into a changeling, but when the flames cleared he found himself still a minotaur. "I guess I'm stuck like this."

It wasn't long before they found a tunnel leading away from the river, which gave him a sinking feeling. They were going back into the maze, weren't they? There was no other choice. The area ahead was barred and they couldn't use their shape-shifting at all. Brutus' muscles wouldn't have a chance against those thick bars either.

Shaking off the doubts, he marched in ahead and immediately regretted it. Not three steps into the tunnel, he was tackled by something and next thing he knew, there was a green pegasus holding a dagger over his head. "DIE!" he shouted before being tackled from the side.

"Woah! Woah! Calm down!" The one who tackled the pony shouted. To everyone's surprise, it was another changeling. "Just look at him! His eyes aren't the crazy red like the others!"

He got off the pegasus and helped up Rook. "Thank Chrysalis! I thought I would never see another soul down here. Much less a minotaur. Wait, they're taking minotaurs now?"

"Actually... I'm just a changeling stuck in this form." Brutus scratched his head. "Say, can you shape-shift still?" he asked the unknown changeling.

"No," he replied, "I got a massive headache and I just couldn't shape-shift anymore. My magic's gone too. By the way, my name's Coon, and the pegasus here is..."

"... Rusty Pick." the pegasus finished with an annoyed tone.

"Nice to meet you two. I'm Rook and that's Brutus, Jellybean, and Siren." Rook introduced the party to the two new ones.

Coon turned to the others "We've been stuck here for days on end. We keep running into maddened changelings and quite a few others down here. We're getting a little jumpy."

They exchanged stories as they walked along. Apparently Coon found a small cave somewhere near Canterlot. He was with some other changelings. Sadly they fell to the traps. Rusty apparently was digging for gems in an Appleloosan mine when he and a few buddies of his broke through a wall. There was a cave in and their only way out was completely blocked and their equipment were either broken or buried. This raised two flags for Rook: how big was this complex? and what was it used for?

Rook abruptly stopped and told everyone to keep quiet. He noiselessly made his way to a bend where he heard faint hoof falls. "I know you are there."

He froze at the statement. Was it the pony who talked through the vents? "Come out of the shadows and I will lead you to the end of this vile place. You and your friends don't have much time, especially that one."

'How did he...?' Rook cautiously stepped out. There was a unicorn pony sitting on his haunches. Blueish coat, white mane, light purplish eyes and his cutie mark was a ball, a crystal ball if his eyes were still working right. He was also wearing a red bow tie. Must be from Canterlot. That felt like a jab in the gut for him. He didn't want to have to deal with grudges right now. Surprisingly, the pony just raised an eyebrow.

"Well? What about your other friends? We don't have much time." The pony said impatiently. The rest of the group stepped out with Rusty going directly to the unicorn.

"Boy, it's nice to see a pony face for a change," he said, shooting a dirty look at the changelings which got them by surprise. But really, what were they expecting? They did after all invade the pony capital, locked their princess in a cocoon, destroyed half of the city, and ransacked their stores for cakes and sweets. Hey, just because you don't need pony food to survive, doesn't mean you should be strangers to it. Ponies made the best cakes.

In contrast to Rusty, who was visibly grinding his teeth in the changeling's presence, the unicorn was just indifferent. He didn't even care about the fact that there were four changelings there, not counting Brutus of course since he was stuck as a minotaur. "The exit is this way." The unicorn got up and went deeper into the tunnel, not taking a second guess at the fork.

Something nagged at the back of Rook's head. He was suspicious about the unnamed unicorn. How could he know where the exit was? More importantly, how did he know that they were hiding right around the bend, and why was he just sitting there? It was like he was waiting for them. It didn't feel right, but Rook decided to go with it for a while. Maybe he did know where the exit was. Looking behind him, he could tell from their faces that the other changelings had similar thoughts.

"So... got a name?" the minotaur asked, breaking a minute-long silence.

The unicorn took a glance at the rest of the group, and with a trace of annoyance in his voice he said his name, "Foresight." Foresight quickened his pace. He made it clear that he didn't want to socialize with the rest of them.

"Not the friendliest of ponies, I see..." Coon muttered.

It had been an hour of awkward silence and trotting until the lead unicorn stopped and said, "We should split off here."

"Why?" the rest chorused.

The answer to their question shook them to the core. "Cause this is where the road ends." Those words must have been a password cause just as he finished saying that, metal grills trapped them in their quarantined part of the tunnel. The only one who was not trapped was none other than the unicorn who guided then into the trap.

Rook was about to give him a piece of his mind when the ground gave way, sending them all into another ride to who knows where. All they could do was just scream until their lungs burned. It was then when his life flashed before his eyes. That was never a good sign.

Memories of past victories and defeats of small skirmishes with various races plagued his mind. He and his squad had fought against ponies, buffalo, griffons and even the fearsome minotaurs. Boy could those brutes pack a punch. Those memories were more saddening than happy. Friends die with every mission. It was hard to believe that he'd be joining them in another world pretty soon.

Those visions were blacked out as he hit the hard cobble floor. Consciousness didn't slip away, it down right fell. When he came to, he was still on the ground. The sound of murmurs just ahead of him was enough to make his head lift up just a bit to see hooves, pony hooves. They must have seen him squirm cause he was suddenly lifted into the air. Magically if the glow around him had something to say about it.

He couldn't see their faces. They were all wearing masks and some type of suit. All black. That could not have been a good sign. Rook heard echoing screams followed by thuds of bodies hitting the ground. That couldn't have been a good sign either. And it proved to be true. The new arrivals were the other separated changelings. Ghost had a fast recovery and upon seeing Rook being held up by the masked unicorn, he charge into action. It was short lived though as an aura surrounded his head, and with a slight snap, he fell on the floor like a lifeless rag doll.

At this point, Rook's brain just stopped functioning, and the last thing he heard was the sinister laughs of his captors.

"Where am I?"

Drip

"Who's there?"

Swish

"Hello?"

Splash

=====

"Wake up sleepy head! I said wake up!"

A cold splash of water brought with it light that flooded Rook's eyes. "Where am I?" He was staring up into the sky, watching each fluff of cloud drifting by. The sound of a nearby stream made it's way into his senses, and so did the scent of freshly trampled grass. Was that laughing he heard?

Rook got up, leaving the comfort of the grass to look around him. Everything was white. Everything except the patch of greenery he was standing on. "Hello?" That one word echoed about five times before fading out to an inaudible range. It was weird... The place was completely foreign to him, a large space of emptiness and isolation with no sign of life other than the blades of green at his hooves and himself, yet he felt right at home. Normally if anyling found themselves in this situation, they would freak out, wouldn't they? No food, no company... no one to talk to? "When did I get this needy?"

The changeling walked around aimlessly, and noticed that the ground only appeared under him while everything else stayed white. Like a reversed shadow or something along those lines. Why wasn't he freaking out at this yet? He started to canter as he recalled the last memories he had. "Ruins... Si... Siren... missing? Secret passages!... Traps and... and... Masked ponies." He panicked.

"What is this place, where am I?! Siren? Ghost? Runner? Zulu? Where are you?! Can anyling hear me!? Answer me!" He broke into a full gallop. He felt like something was chasing after him. Looking back, he saw faded figures but he instantly recognized them as the masked ponies he saw in that room. "What the... I can't fly?" Rook couldn't even feel his wings.

"No. No! Stay away from me!" The ponies multiplied since his last look. There were about twenty of them now and they were still popping up, each with their evil grins cracking up to their ears. As frightening as that sight was, something twice as frightening greeted his view when looked ahead which almost turned his insides upside-down and made his limbs feel like butter under the summer heatwave.

Lined up right in front of him were the last changelings he saw. Ghost, Zulu, Runner, Siren, Jellybean, Brutus, Coal and Coon were all tied up on some torture device. Their bodies were cut open, their insides were being pulled out, chopped into bits and dropped into a funnel that lead to who knows where.

Their blood were being drained right out of their necks by some tubes that lead into some kind of machine where one of the masked ponies was practically swimming in. He didn't even want to know what those things on the captured changeling's heads did.

His blood ran cold when the ponies dissecting his friends turned their attention to him, pointing their tools at him. Rook broke right to avoid them, but that direction brought him face to face with a certain blue unicorn. "Foresight!"

Rooked looked back and saw the ponies were still gaining on him. "Well I'm not gonna die alone! This is where your road ends!" He charged with what energy he had left and drove his horn through the unicorn's chest.

But to his surprise, his target just shattered in an explosion of glass. The next thing he knew, he was falling strait onto the cobble streets below. Time stood still for a moment, letting him take in every single detail that entered his eyes.

The street was decorated with regal banners of the two alicorn princesses. Ponies gasped at the sight of the changeling falling from the tower accompanied by broken glass and wood. The royal guards were jumping into action, not wasting time to catch the intruder, though Rook mused if their haste was aimed to catch him from his fall, or make sure he didn't get up after he landed. Their spears fastened at their side suggested it was the latter.

A dark blur passed his eyes, and a second later something caught him mid-fall. His vision whited out as he was flown away from Canterlot. To where? He didn't really care.

=====

"Hey Rook! WAAA-A-AAA-AAAKE UP!" Something was shaking the changeling by the shoulders.

"I'm up! I'm up!" He said drowsily. Rook blinked a couple of times to stop his eyeballs from spinning.

"You can really sleep when you want to, can't you?"

Rook scratched the back of his head and looked up at the sky. "Its still dawn! Why'd you wake me up so early?" he yawned.

"Cause you'll be missing the best part of the occasion! Come ooooon!"

Rook's eyes fell upon a mareling with an unusual feature. Her right eye was green while the left one was the normal blue. He took time to crack his neck before following the female "Lead the way."

She took him to a clearing where a small group had gathered in a circle.

"There they are, what took you guys so long?" One of them said.

"Busy trading love I presume?" Another snickered which caused the group to light up with laughter.

"You're all idiots, aren't you?" Rook mumbled. This group felt familiar, yet... he didn't know their names. 'They'll probably just identify each other, no need to ask.'

The group shifted from jabbing jokes at Rook and the mareling, to telling ridiculous stories, to exchanging jokes, and back to ridiculous stories. When the sun rose from the horizon, everyling walked through the thicket of trees and came out to a cliff. Just under the cliff, was the vast expanse of the hive, well, some of the hive. There was still a lot of hive underground. The structures on the surface were merely the entrances and watchtowers, but the sheer size of it was just as big as Canterlot Castle. May not be as pretty as Canterlot through pony eyes, but to the changelings, it was a sign of pure beauty.

"It's starting." The mareling who woke up Rook said.

'What was her name?'

The spire at the very top of the main hive structure started to glow a ghostly green and shot a beam straight to the sky. The beam collected to form a crystal. Similar beams from the surrounding forests joined the crystal.

'Crystal...'

Suddenly, a black spot ripped through the space in front of Rook and his world slowly drained out into the black hole in front of him. "What the..."

"It's a shame that... you can't stay here longer..." He heard the mareling whisper.

"What do you mean?" Rook could see that she was being dragged into the black hole too. Seeing this, he looked to the rest of the group, just to see that they were long gone, and so was that part of the world around him.

"I missed you... but it's not time yet. Goodbye." Her being was sucked into the abyss.

'Nono, wait!' He couldn't speak. He tried to move, but he couldn't. His world collapsed. The color, the features, the hive, the textures, everything even the wind. What was left was a slimy green liquid that he found himself floating in. 'Where did this come from? ... Whispers?'

=====

"Careful! You're gonna break the cocoon. Learn to aim you blind mule!"

Who's there?

"It's your fault it escaped in the first place. Now we have to clean this up."

"Don't touch that! You're gonna rip the sac!"

Rook found himself floating inside some cocoon filled with green liquid. It felt like one of those recovery cocoons changelings were placed in after a skirmish gone wrong. Thanks to the liquid, he couldn't quite make out what it was moving in front of the cocoon. He could hear ponies talking, two of them. Above his head, just a few inches above, there was something sticking into the sac. It's tip was metallic and pointy.

He turned his attention to two moving figures. One was talking, the other one was pulling something out of the ground. The first one noticed that Rook had woken up. "Hey... one's awa... do so... thing?" He heard him say. The cocoon made it hard to catch all the words.

"Get the... quilizer... ba... ling..."

One of them disappeared from his sight and reemerged holding a small hose with a needle-like point. Upon seeing the needle, Rook clawed furiously inside the cocoon, hoping to cause it to break so he could get away from this. Sadly, all he did was twitch. It reminded him of his nightmare, the one where everyling was being gutted and sucked dry of blood. He tried screaming, but nothing came out, not even a squeak.

He felt numb all over. It was the cocoon. Those things were meant to keep changelings sedated for recovery. It also nullified their magic. Things didn't look good for him and the liquid he was swimming in made his spur of the moment panic short lived. He was just limp after a minute. These juices are strong...

The two figures were preparing to inject the hose into the cocoon, but something made them turn around. Rook couldn't see what, but from their frantic dash for their weapons, he could tell that it wasn't suppose to be there. Whatever it was made short work of the two, slicing them up with a something sharp, most likely a blade and spilling the blood all over his cocoon.

A few more came in and one of them grabbed the metallic object stuck at the top of his cocoon and brought it strait down the length of his prison. Rook fell flat on his face, kissing the ground. From his new vantage point, he could see that the two that were struck down were dressed in the same garb as the ones who hunted him in his dreams. Black suits and masks...

His rescuers, or at least he hoped they were rescuers, started ripping open other cocoons, revealing other changelings. He heard someone saying something close to "Time to go" and he was dragged across the floor. He didn't remember anything but darkness after that. The cocoon's effects were still strong and he couldn't even lift a hoof.

He must have fallen asleep, cause the next thing he knew, all he could hear was the furious grinding of metal on metal, accompanied by battle cries and constant trash talk. To confirm his suspicion, a pair locked in a waltz of death was performing just in front of him. One got his gut sliced open and the victor was rewarded by a blade going through his back. Arrows were also flying overhead.

Rook decided to pass out one more time. Maybe he'd get lucky this time around. When he came to, the sounds of battle had ceased, and he was once again dragged across the ground. Body as limp as a rag doll. He could tell that whoever was dragging him wasn't the same one who pulled him out of the cocoon. Whether this was a good thing or a bad thing, he could only guess.

He was suddenly lifted up and tossed inside a cart, like freshly picked produce. There were others in the cart as well, but he couldn't tell if they were changelings or ponies. Someone climbed on and noticed the far-from-sober changeling lolling his head around. He raised a hoof and gave a hard stomp on the changeling's head. Once again, into unconsciousness...

Rook woke up to the sound of dripping water. The first thing he felt was something warm trailing down his face, along with a splitting headache. He sat up only to fall backwards and hit his head on metal bars, sending reverberating rings throughout what he thought was a hallway. There was some type of glowing ring on his horn which denied him the use of his magic and shape shifting ability. Just great.

"Heh heh heh." An unidentified voice sang from a dark corner of the room.

"What are you laughing at?"

"Take a gander. We're the only ones in this cell."

It took him a moment to find the owner of the voice and he was a bit terrified at first. The voice rang out in laughter upon seeing the shock in his cellmate's face which was barely illuminated by anything but a strange glow that came out of markings from his body.

"Wha... what are you?" Rook uttered. He soon felt regret at his question when the other one flashed it's fangs.

"I don't know. They tell me that I am a..." the glowing thing took a pause, "a 'queer, filthy, deceitful, lower-than-dirt, blood-sucking, parasite'. Or as I heard, a 'changeling'. Looking at you, I'm guessing you too are a queer, filthy, deceitful, lower-than-dir- DAH!"

Rook had unwittingly lobbed a rock at the speaker without knowing it. After realizing what he just done, he shrank back. "Sorry, I didn't mean it! Honest!"

"Ohohoh... first night in the cell and he already wants to pick a fight." The glowing thing approached slowly like a wolf easing up to pounce.

"Sorry, I'm sorry, I don't know what came over me!"

"Oh? Well you're going to feel what will run over you." Just at that moment, a door was kicked in and flooded the whole area with blinding light. Both of them sneered as their eyes burned from the light. A pair of guard ponies came stomping in front of their cell.

"Heh. What? Came back to settle the score?" Rook glanced over to his cellmate and confirmed that he did look like a changeling. He had the same body structure with holes in his hooves, the eyes, the horn, the wings, he even wore the same armor as the heavier, veteran units of the hive wore. The only difference was his chitin color and the strange markings on it. His chitin was light blue and the marks of circles and lines were a lighter shade. He had never seen anyling like this.

"Shut up!" One of the guards commanded before jamming the blunt end of his spear into the other changeling's head.

"Hey! What did you do that for!" Rook shouted. They didn't care enough to answer, but instead they cast a spell on him that made some shackles appear on his hooves.

"Come on, changeling. We have some questions for you." They opened the cell door and dragged the changeling away into a room where the light was flooding from. As they entered through the portal that is the door, he was greeted with a room which was all white. There was table and some chairs in the middle. A really big mirror was on the wall opposite to where he was forcefully sat down. A moment later, an grey earth pony walked in, receiving salutes from the others in the room. He sat down in front of the changeling.

"So... What can I do for you?" Rook tried to sound casual, but the shakiness of his voice betrayed his bravado. He swallowed a hard lump as the pony smirked. That smirk, that evil little smirk sent a chill down his spine. This wasn't going to be pleasant, was it?

=====

"I told you! I don't know what your talking about!" BAM! Another hoof landed on the changeling's face with enough force to throw him down to the floor if he wasn't being held by two other ponies.

"We've been through this for two hours! Tell us where your hive is! You will get off easy if you just tell us." The interrogator practically spat at him. Rook didn't respond which made the interrogator punch him again. "You've built your hive somewhere near here. TELL US WHERE IT IS!"

Rook breathed heavily. He had been beaten ever since the first questions. Blood splatters were the only colors in that room aside from the ponies and their armor. These ponies were supposed to be full of love. Who would have suspected that they were capable of this kind of treatment? "I... told you... I... Don't. Know!" As he expected, another hoof connected to his cheek.

"This one's just as tight-lipped as the others."

"Others?!" His thoughts suddenly jumped to the group collected by Commander Ghost. "What others? Where are they? What-" Two painful strikes to the head.

"I ask the questions around here! Maybe you'll be in a talking mood once we've starved you enough. Take him back to the cell." The interrogator turned around to leave, but gave Rook a parting gift. Can you guess what it was? It wasn't another punch, it was a full-force buck to the face. Rook hardly had any energy left and was dragged back to his cell. The darkness began to embrace him, but he was determined to stay conscious. He'd had enough of unconsciousness.

Once the cell was shut, bolted, and locked, Rook was approached by the colored changeling. "Rough time?" He said, almost mockingly. The sound of the outer door shutting brought with it total darkness. At least it would have if it wasn't for the blue changeling with the glowing marks.

"You could say that."

"Heh. Tell exactly why those horses hates your race's guts?"

"My race? Don't you mean our race?"

"Well I'm not exactly from here."

"A race is the same where ever you are. Did you come from across the sea?"

"Ha! More like across a universe."

"What?" Rook's face, although inflamed and bruised, clearly showed a look of confusion.

"Long story. Look, for the sake of argument, okay I'm a changeling from really far away, so tell me why they hate our guts."

"We sorta invaded Canterlot and captured their princess."

"Canterlot? Princess?" The blue changeling looked like he was puzzling over something. "That would explain their level of tech..." he muttered. Rook's head was already hurting and he didn't want to bother asking what he was talking about.

"I guess that's why they hate us so much."

"Why'd you invade? Was it for land, gold, dames, power?"

"We don't have any use for that stuff... except for power that is. No, what we came here for was love."

"Pfft. Love? Man, you people are strange. Why do you need something like that?"

"I'm beginning to buy your alien act..." Rook sighed. "Changelings need love to survive."

"Survive? Bah! That's probably the most overused excuse for teenagers to go knocking on every girl's doorstep."

"It's not that trivial! We really need love to survive! It's our nutrition."

The blue changeling thought about it for a moment. "Dah! In a world of talking horses and insects, I guess I shouldn't be surprised with something like this. Anyway, kid," he stood up and moved to the corner, "get some shut eye. You have a long day ahead of you."

Rook didn't like the way he made that sound, it sent chills down his spine. "Hey, what's your name? You can call me Rook."

"Call me Ghost."

Rook's eyes widened. "G-Ghost?"

"Yeah, don't wear it out." He could see that the changeling's expression meant something more to him. "Sound familiar?"

"Yeah... he lead a few of us before I got into this mess."

"Heh. He had good taste in names. Well it's going to get complicated later on..." Rook just tilted his head to this, unsure what to think. "Call me Digital instead."

"Digital? That's... a strange name."

"My mystery goes well beyond the name. Get some sleep." His voice made it sound more like a command than a suggestion. But his body was just too tired to say no to that. Rook found a spot on the ground and curled up. Digital had likely been there longer, maybe it was best to take his advice and just sleep.

That was easier said than done though. Question after question stacked up his brain and clogged up his thinking. There was so much he needed to ask him. Hour after hour, Rook spent his time tossing and turning, trying to get some sleep. But whenever he gets a break from his thinking and he starts easing down to rest, BAM! more questions swirled around his head.

Eventually he did get to sleep, only to be kicked awake by Digital. "I hope you had a nice rest, cause we are bustin' outta here. Keep your head down and wait for it."

"Wait for what?" A second later a loud explosion rumbled and shook the foundations of whatever building they were held in.

"That." Digital grinned. "Hey kid. Act cool."

"What's that supposed to-" Digital suddenly vanished in a flash. He left me? The doors got busted in and a trio of guards rushed to the cell to see a dumbfounded Rook.

"Where's the other one?"

"There's no time! Grab the prisoner before they do!"

They?

The cell door opened and two of the ponies entered to drag the changeling away, but before they could grab him, some invisible force rammed one of them into the bars and the other had his head twisted some 270 degrees with a sickening crack. The last one's face distorted as the invisible force hit him across the side of his head.

Digital reappeared outside the cell in another flash of light. "Don't just stand there, we have to move!" He made for the door and Rook quickly followed.

There was a big hole on the wall in white room. It smelled like fireworks for some reason. From it, the head of a light brown earth pony popped out and waved them over to follow her. Beats being locked up here.

"Good to see you made it on time." Digital said to the mare.

"Of course. They might have dissected you otherwise." The mare snickered.

"Dissected?" Rook swallowed a lump in his throat. That really wasn't a word he wanted to hear.

The hole opened up to the outside, much to the changeling's relief. It was cold and the sun hadn't come up yet. Looking around, he saw damaged buildings and broken glass littering a -as he guessed- once prosperous town. Even with the ruins, Rook felt that he had been here before. Before he could figure it out, the mare pulled him out of his thoughts when she ordered him to "move his flanks." When he looked, the other two were already galloping away, and he found out why.

Royal guards were bearing down from the opposite direction, armed with spears and crossbows. They all had the same blood thirsty grit to them which made galloping away feel like the nightmare he had before, except this time it was all too real.

"Fly!" He shouted to the blue changeling. Digital didn't seem to realize that he had wings until that time.

Rook took hold of the mare and aimed to fly over the walls. Arrows whizzed by dangerously close. Digital gave a cry of pain as one got lodged between his armor. They reached the walls but a force field -which they just rammed face-first into- kept them from going past. The mare passed through without a problem and was sent sprawling to the ground. Digital ordered her to leave and added in some cryptic words Rook didn't understand. In less than a minute, both of them were tackled and crushed by the guards.

The pair were pulled to their hooves and cuffed, then they were herded over to a large building which Rook identified to be Canterlot Castle. It didn't take a genius to guess that they were being taken to see the princesses for trial, or worse, a death sentence. Rook gulped at the thought of being blasted to a crisp. "It's been nice knowing you."

"Given up? Cheer up, it ain't over yet." A wicked grin crept to the blue changeling's face. "Not by a long shot."

They were ushered into the throne room. Rook was surprised how different it looked since the invasion. The tapestries were ripped and bore wounds from fire. The red carpet was stained and scorched. Some of the mosaics, or what ever they called them, were shattered while the others were cracked. There were also holes on the roof and walls. Did something happen here? They really let this place go. Just a few weeks ago, this place was so... shiny and regal-looking. Now it's just a dump.

The guards stopped a few meters away from the thrones and stationed themselves between the prisoners, standing at attention.

"Nice place you got here," Digital scoffed, "very welcoming." One of the guards slapped him behind the head with his weapon and told him to shut up. "Tch. Royal hardasses."

The gold-adorned doors to the side of the thrones opened and a group of ponies accompanied by guards emerged and walked to the two of them.

"Well look at that! They come in with party colors too!" Digital got another slap to his head for saying that, but it was clear that he was enjoying it. Rook however didn't share that view. He recognized those ponies anywhere.

"This wont end well..."

"The Elements of Harmony are a great threat to this invasion. When we start our attack, those trinkets will be our first priority. Squads one, nine, and twelve will take the tower where the Elements are kept. These are the ponies that MUST NOT reach the tower: Rarity, Applejack, Fluttershy..."

=====

"Pinkie Pie, Rainbow Dash, Twilight Sparkle..." Rook addressed the three non-armored mares that came to see them.

"So you know these horses?"

"Yeah, they're the elements of harmony."

"That is correct." Twilight cut in to the conversation. "What do you have to say for yourselves?"

Twilight looked different from last time, but Rook couldn't put his hoof on it. Something changed, and it wasn't just the fancy gown she had on. Why was she wearing that anyways? Suddenly it hit him. Wings. SHE HAS WINGS! Does this mean... this is bad, this is really bad!

The two captives were silent for a while for their own reasons. Rook didn't want to let anything slip out in the presence of the elements. From the briefing, commander Atlas made them sound like a terrifying group. The other changeling kept quiet to keep himself from laughing out loud, but that's exactly what he did not a minute later.

"HAHAHAHA! Seriously?! Those are the most ridiculous names I've ever heard in my life!" Digital wiped a tear from his eye and looked up to find the rainbow-maned pegasus hovering in his face.

"You got a problem with our names, changeling?" She said, pressing her face against his.

"'Rainbow Dash', I presume?" The changeling cocked his head with a sneer.

"And don't ever forget that name!" Rainbow flew up and struck a pose, "I am the fastest flier in all of Equestria, so don't even try escaping!"

"And I'm Pinkie Pie!" The pink mare with the wild mane bounced in front of the changeling and gave a friendly grin.

Rook tried to shrink away but bumped into the guard behind him who gave a sinister smirk. He just gulped and watched how Digital handled the situation.

"Wow! I never seen a blue changeling before! Are you from Equestria? Do you belong to the same hive as the other changelings or do you live with another hive that has blue changelings instead of black? OH! Do you feed off of love too? Phomm moph mop hompd"

Digital put his hoof over the mare's muzzle but she just kept on talking. "Hey Pinkie Pie! I have something that will answer everything you just asked!" He said in feign excitement.

"OH! OH! What is it? Is it a crystal ball? *Gasp* Are you a fortune teller? Do you use-"

The changeling stuck his hoof on the mare again and took out a metallic cylinder with green lights lining the brims.

"Ohhhh! What's this? It looks like an alien coffee mug! Do you make holograms with this?"

"Holo-what?" Was what Twilight and Rainbow said in unison.

"Give it a twist."

"Okay!"

"Umm, Pinkie?" Twilight had the device in her magical grip and intended to pull it out of her easily excitable friend, but it was too late for that.

Pinkie twisted the cylinder and the lights turned red before making some ticking sounds. "Is this a clock?"

Digital tackled the other changeling to the ground, and at the same time the cylindrical device burst with a blinding light and a deafening blast which shattered the remaining glass windows. Everyone's ears were ringing and the shock wave left them feeling groggy.

When the effects wore off, they immediately saw an alarming scene. Digital was hovering over them with one of his forearm around Twilight's neck and the other one was holding an arrow against her throat.

"Honestly, I never thought that would actually work. You horses are just that naive, aren't you."

"Hey! Get your dirty hooves away from our friend, you creep!" Dash demanded.

Digital smirked and laughed. "Shouldn't you be more worried about the pink one?"

Everyone turned their attention to the pink mare who was unconsciously laying on the ground with a small puddle of blood by her head. "What have you done?!" Twilight squirmed but a gentle poke of the arrow against the neck made her stop and gulp.

"Relax sweetheart. See? She's still breathing, and that grenade was meant to disorient, not kill. But since she had her face practically attached to the thing I can't guarantee her condition." He gave a low laugh again. "Put down your weapons boys, or Pinkie wont be the only one sleeping on her own blood."

"You bet she wont!" Dash shot off towards the changeling, but was easily sidestepped. She felt a sharp, painful tug on her side and she came crashing to the floor. A small stream of blood leaked from her left side, a few inches below the wing.

Using Rainbow Dash's attack as a cover, the pegasus guards charged in, only to be knocked back to the ground with a well aimed kick from the hostage taker which sent one crashing into the other.

Digital's expression suddenly turned to cold and a sadistic grin gleamed on his face. He took the arrow and drew a line across Twilight's throat, just making a small cut that barely drew blood. "Anyone try anything like that again, and miss Sparkle here will need a new voice box."

Twilight discreetly tried to cast a spell, but her magic just wouldn't work.

"No fun with that ring on your horn, right?"

=====

Digital had ordered the guard's weapons to be stashed by the thrones. He allowed them to take care of the wounded, over at the far end of the room. Twilight's wings were tied down to her body, in case she made some stupid move. Dash was given the same treatment, with the bonus of her muzzle and her legs being tied up as well. She was too much of an aggressive talker.

Rook was frantically looking out the windows to check for other guards, or any signs of the princesses. He started to look worried. "Hey Digital. Have you noticed that it's been dark for hours now? The moon hasn't moved an inch at all."

"Nice find. Mind explaining that, miss Sparkles? You look like the intellectual type."

She was quiet. After a moment, it became evident that she was sobbing. "You monsters."

"Excuse me?" Digital said sarcastically.

"Did you come all the way here to gloat?"

"What?" Rook approached the two, taking a brake from his station. "What do you mean, gloat?"

"Don't play dumb! You invaded Canterlot and took the princesses! Why must you remind us of our failure?"

Rook's face twisted with confusion. "What do you mean? You guys blasted us away from Canterlot after the Queen posed as that other princess, didn't you?"

"Yes, but you just couldn't take no for an answer and invaded us again two weeks later!" Her anger went only as far as the arrowhead allowed it, but there was immense hatred burning in her soul. Rook could feel it being directed at him. It made him feel sick. Such was the bane of their race.

"Two weeks after the wedding invasion?"

"YES!" Twilight shouted, sending a wave of hate that only Rook knew existed. It was toxic. So much hate in that one word that it could spoil milk.

He didn't know what to make of it all. Were they even talking about the same invasion?

"And you just couldn't stop there. You HAD to destroy everything. You HAD to take everyone. You HAD to make Equestria into a living Tartarus!"

"What?"

"Two years! Two years we've suffered because of you!"

"Two years..." Rook was shocked to hear that he'd been out for two years. "That... can't be... That's been too long... No, it can't be true..." Rook never looked so down, not that anyone in the room cared. "Siren..."

Everything was swallowed up in silence until Rook stomped his hoof. "Something wrong, kid?" Digital asked.

"I just missed two years of my life without even knowing it."

"Don't act all-" Twilight wanted to say something but the arrowhead pressed against her throat indicating that her freedom of speech was now taken from her.

"Quiet now, missy. Let him talk."

"It's nothing. What are we going to do now? We can't leave with that force field out there. And we can't keep them like this forever. To be honest, I'm getting hungry."

"So grab something from the kitchen. Hey!" He turned to the guards who were whispering out plans to themselves. "Which way's the kitchen?"

"No, not that kind of hunger. Changelings don't get anything from that kind of food." What kind of changeling doesn't know that?

"What? Oh! right, that love thing. Well can't you just take it from somebody like miss Sprinkles here?"

"That's Sparkle! And I will not let you take my love!"

"Pfft, HAHAHAHA!"

"What's so funny?" both Twilight and Rook said.

"The way that sounded is just... HAHAHAHA! Whew."

The doors of the castle suddenly blew open when a wolf-like beast the size of a house rammed through. Everyone but Digital recoiled. The beast roared and snarled at the guard ponies who were closer to it. Not a moment later, a swarm of changelings flooded in. For some reason, Rook didn't look to be celebrating.

The guards tried to fight off the swarm with their bare hooves, but the sheer number of them would overrun the unarmed soldiers in little than a few minutes. Plus that wolf looked ready to pounce.

"We have to get out of here." He uttered, backing away from the swarm.

"Why, aren't they your friends or something?"

"No, they're not friends, not anymore."

"Did you have a fight or something? We could always try diplomacy. Besides, it would be useful to have numbers on our side."

"You don't get it!" Rook pointed his hoof out to the approaching changeling swarm. "Look at them, now look at me. What differences do you see?"

"This is not a comfortable conversation, kid. We just met and-"

"Just look!"

"Okay! Okay." Digital's eyes jumped between the invader and the changeling by his side. "I don't see much of a difference aside from the fact that they have red eyes."

"Exactly!"

"Is it that bad? I mean infected eyes are bad but-"

"A changeling with red eyes means that he's gone feral. We have to get out of here, NOW!"

"You're coming with us, Sparkle."

"What about Rainbow Dash and Pinkie?"

"What about them?"

"I'm not going to leave my friends here and let you insects take me." Twilight unleashed a surge of magic so strong that it broke the inhibitor ring on her horn. The flash that resulted from the device's breakage allowed her to escape her captor's grip. She flew to the air and immediately blasted away at the changelings that were closing in on Rainbow Dash before undoing her binds.

"Twilight, look out!" The freed pegasus shouted. A changeling with his fangs bared was shooting through the air and went directly for the alicorn. It dodged Twilight's magic shots and buried it's fangs into her neck, crushing that soft throat. At least that's what it would have done if the changeling wasn't suddenly impaled through the chest with a silver spear.

Rook whistled from below. "Good aim on that one."

Digital laughed heartily, "Honestly, I was aiming for the flying unicorn horse thing."

A feral changeling jumped on Rook and bit him at the back of his neck. He could feel what little love he had left in his body being siphoned away. Digital stabbed it with a spear, but by then Rook was almost out of love.

Without a word, Digital thrust a spear into his hooves and charged into the fray. I guess I'm fighting. Rook noticed a pair of guards being cornered and on their last legs. Feral changelings were no laughing matter, and they needed all the help they could get. He lobbed spears in their direction and prayed they were fast enough to catch them.

The giant wolf was like nothing he had seen before. At least thrice the height of a pony, with large, sharp claws and a mean attitude, it was mostly made of wood. The closest thing one would think of was a timber wolf, but this didn't look like a timber wolf. It had scaly, organic growths covering it in patches and formed some type of armor. When it jumped at Rook and barely missing his head by a few inches, he saw that these growths looked like changeling chitin. He stabbed a spear at one of these patches and saw that it bled.

Rook wasn't fighting the wolf alone for long. Twilight assaulted it from high up, and soon Dash performed a high-speed ram against it's side. By the looks of the bloody splash that came after her battering ram approach, Dash must have hit the chitin-y parts. "Aww gross!" He heard her say.

Digital was fighting in a way that look completely foreign to both ponies and changelings. He was standing on his hind legs and twisted his spear around like the propellers of Pinkie Pie's flying machine. He was standing over the still unconscious pink mare and made sure none of the changelings got near.

He took a step forward and swung the spear across horizontally, cutting the changelings in a forward arch, then returned to spinning the spear in the air. One changeling dived from above. Digital lunged his spear at the dive bomber and brought it's corpse down on another who saw the opportunity to cross the invisible circular line.

"Come on! I thought you were changelings, not chickenlings." He said, cocking his head. That was THE best joke of the year right there. He gave himself a mental facehoof.

With the combined power of Twilight's heavy magic, Dash's high-speed ramming, and Rook's vain poking, the wolf was brought to it's knees. But it was not down yet, it still had a lot of fight inside it. This "fight" took the form of a glowing object inside it's chest, which Rook saw through the cracks in the timber. He lunched the spear into it and the beast gave a mighty howl of pain before crashing down as firewood.

"There's more of them!" The last surviving royal guard reported. "Princess, we have to escape!"

"Escape?!" Rainbow Dash shouted back, interrupting Twilight before she could have her say. "I'm just getting warmed up!"

"There's too many of them Dash! We can't-" There was an explosion of changelings from Digital's direction.

"That the best you got, maggots?!" He stuck the spear on the ground and pole vaulted over a group of changelings before turning and ran the sharp end of the spear through their necks in one fluid motion. His blue chitin was almost completely covered in crimson. "Make me feel alive again!" The crazed warrior let out a battle shout and jumped into the middle of the swarm. The frenzied swarm piled up on top of him, but were thrown about everywhere.

Rook couldn't believe that a changeling could fight with such blood lust and skill. He never seen anyone fight like that. Changeling or pony.

After losing much of their forces, the survivors of the changeling invaders ran away with their tails between their legs. The ponies and the two changelings were sitting on the floor, finding spots free of the bloodshed. They looked at each other and shared a moment of euphoric silence. Digital smiled at Twilight, then that smile turned into a grin. He opened his mouth to say something but instead what came out was a giggle, then it grew into a cackle.

Like a contagious disease, everyone joined in on the round of laughter. Everyone except Rook that is, who was sitting on the opposite side of the room, over the body of one of the dead changelings. "Runner..."

Pinkie Pie finally woke up from her snooze. Her ears dropped when she looked at the carnage in the room. "Aww, I missed the party."

=====

"Well ain't that just a fine 'thank you for helping us not get shredded by a bunch of feral changelings'! Helped them fight off a swarm, and they locked us up in another box!"

"At least this one has a cozy bed."

Rook irritatedly glared at Digital, who was lounging on the bed like it was a lazy afternoon drinking wine from an elegant glass. "You can't be serious."

"What? If this is prison, I'd stay here for life. I mean, what cell gives you a big 'ol bed, a cozy fireplace and would you look how nice this room is decorated with these red carpets and drapes? Not to mention the view, OH! It's just heavenly!" He parted the blinds away to the side almost dramatically and breathed deep, even though the window was tightly locked with magic and no breeze made it past the glass. There was nothing to be seen there but damaged property and scorch marks. "Feels like home. Aaand now I'm sick of it. Come on, grab a poker."

"Got a plan to break out of here?"

"Nooo," he said sarcastically, "we're gonna have a tea party with the pillows and Danny the chair. How are you doing Danny? 'Oh same old, same old, just standing here looking elegant.' Good to hear!" The changeling wound up to strike the metal poker on the floor just as the door creaked open and shut close. Twilight was now in the room with them. "I thought you said the door was locked."

"It was! They put a spell on it."

"Ehem."

"Oh, you wanted something miss Spankles?"

"Sparkle." the flustered alicorn corrected him.

"Right, Sprinkles."

Twilight sighed. Keep calm Twilight, it's for the best of Equestria. "My friends and I have thought it over, and-"

"You're letting us go?" Digital leaned on the poker.

"Well, no..."

"Sorry, we're not home right now, please leave a message after the beep. BLOOP."

Rook couldn't help but slap his face with a hoof.

"Oookay..." Twilight cleared her throat and took up a business-like posture. "My friends and I have talked it over and we decided to bring you two along with us."

"To where?" Rook raised an eyebrow. He was interested in the offer, mainly because he just wanted to get away and breath in fresh air again. Plus, he was sure his partner had a loose screw.

"We're going on a train ride that will take us to a town where other ponies are. I hate to admit it, but the castle is just isn't safe anymore, now that that last attack had broken the anti-changeling shield."

"Wait, a town? With ponies, and food?" Digital clapped his hooves together and made for the door. "You've convinced me, let's go!"

"Wait," Rook grabbed the changeling, "how do we know they're not just going to lock us up again, or worse, just get rid of us?"

"Kid, there are times when you just have to trust the people, or in this case, the ponies around you." He leaned in close to whisper to his ear, "Besides, I'm pretty sure we can run much faster than they can."

"So, is that a yes?" Twilight inquired.

"Absolutely!" The blue changeling immediately said with full enthusiasm, denying Rook's attempt to negotiate.

"Excellent! Now you just have to wear these bands." A white band with Twilight's cutie mark decorated into it appeared on their right forelegs "It's so you can't run off."

Digital put a hoof to his chest in feigned disbelief. "And I thought I could trust you!" He said in the most snootiest voice he could muster. "I trusted you, but you cannot even trust us not to run away in the middle of the night?" He trotted to the opposite end of the room dramatically and rested his head on the wall. "Oh how misplaced my trust was set! Papa, I have failed you!"

"You done?" Rainbow Dash asked by the open door, apparently unamused by the changeling's act.

"Pretty much, yeah." Digital trotted outside like nothing happened. When he reached the steps leading down however, the guard blocked the way with his wing and spear.

"You may not go anywhere without the company of the princess." He said sternly.

Digital bobbed his head as he spoke to Twilight, "Oh really now?"

Twilight and Rook groaned with the same thought in their heads, "This is going to be a long trip."

=====

"My name is Pinkie Pie!" The pink mare started.

"And we are here to say." Digital joined in with the song.

"We're gonna make you smile and we will brighten up your day!" Both of them sang together now.

"It doesn't matter now, if you are sad or blue."

"Cause cheering up our friends is just what we are here to do."

"Cause we love to make you smile, smile, smile. Yes we do."

"It fills our hearts with sunshine all the while. Yes it does."

"Sweet Chrysalis, they've been singing that song for hours!" Rook groaned as he sprawled his forelegs across the table.

"Cause all we really need is a smile, smile, smile, from these happy friends of ours."

"Would you two keep it down?! I'm trying to sleep!" Dash called out from one of the bunks. Sadly the singing duo were oblivious to her pleas and they continued their merry singing.

Twilight was glad that they were the only ones on the train, other passengers would surely have complained after the twentieth time. Rook on the other hoof was grinding his teeth together.

The song was good, he'd admit that, but he had a limited tolerance of the same tune ringing in his ears. Even though he didn't feel sleepy at all, climbed into a bunk, only so he could bury his face in the pillow to drown out the song. But somehow, the song just kept getting louder in his ears. "Great, now the song's stuck in my head!"

Two hours later, Pinkie Pie and Digital were still singing around. Rainbow, Twilight and Rook took refuge on the train car next to theirs, leaving Lance -the royal guard- at the mercy of the sweet lyrical massacre. The changeling took the opportunity to ask Twilight about what happened after the initial invasion, pushing his story that he couldn't remember anything. And promising to help with the situation if he could.

"Well..." Twilight finally said...

=====

Two days after the wedding, Twilight was in the Canterlot library when Luna sat down beside her. "Is there something wrong Princess?" The unicorn asked when she saw that Luna looked a bit depressed.

"I'm not sure." Was her curious reply.

Twilight closed the book she was reading and gave her full attention to the nightly princess.

"It's my sister. She seems different."

"How so?" the unicorn inquired.

"I can't tell exactly why, but she's just different. I can feel that she's changed..." The alicorn's brows furrowed. Luna's eyes widened as her mouth gaped as if she remembered something important. "I'm sorry, it's nothing. Sorry to trouble you, Twilight." She took to her wings and hurried out of the library, almost knocking down a scholar who was blindly crossing her path.

"Princess, wait!" Twilight galloped to the doors, but when she got to the hall, Luna was nowhere to be seen. "What did she mean by 'she's changed'?"

Curiosity ignited by Luna's words, Twilight took it upon herself to find exactly what was wrong with her mentor. It was difficult to catch the solar princess, being busy with ruling Equestria and balancing that out with raising and lowering the sun. Not to mention that it was hard not to look suspicious around restricted areas. If only she could get the princess alone. No, that wouldn't work.

"Twilight Sparkle?"

"GAH!" Twilight fell on her haunches after a one eighty degree jump and turn after an unknown mare tapped her on the shoulder. "Oh, Princess Luna, it's you." After the small surge of adrenaline wore off, Twilight saw that Luna had gotten deeper into her depression.

"Twilight, about what I said earlier. It was nothing, just forget about it." The princess smiled at her and walked down the hall to her bedchamber.

The unicorn was even more curious now. Why would Luna bring the topic to her only to bring it down later? Something weird is going on here.

That night, Twilight was tossing and turning on her bed. Her pillow was moist with sweat. "No, Princess... No..." She moaned. Breathing heavily, she clawed at the air in desperation.

=====

"No Princess, please!" The cornered unicorn pleaded. Her teacher approached with a sick, monstrous grin that extended beyond the limit of even pinkie's biggest grin. Celestia's cheeks ripped and bled as the smile grew bigger.

"Now Twilight," the princess seductively said, "there is no point in resisting."

"No! You are not the princess! I won't give in to your schemes."

"Very well, then you shall perish along with your friends!" Celestia's eyes flared with black magic, turning her pupils red and serpent-like

As Twilight's vision was engulfed in bright white, she woke up with an aching pain in her chest, as if she was just being suffocated. The door to the guest room burst open and a guard rushed to her.

"Are you okay miss Sparkle?" He said as he scanned the corners of the room for an intruder.

"No, I'm fine. Just a nightmare..."

The guard nodded. "Shall I get you something to drink?"

"No, no. That's okay."

"Then I shall take my leave."

"Thank you."

The unicorn's gaze had drifted to the open window. Her eyes never left the window for a whole half hour. She herself didn't know why her gaze locked on that spot, but it felt as if somepony was watching her.

=====

"Excuse me, princess," The steam engineer of the train said, interrupting Twilight's tale, "We'll be arriving in Ponyville station in thirty minutes." She left without being prompted.

She looks... familiar... somehow. Wait, did she say Ponyville?

Rook leaned over the table and waited for Twilight to continue, but instead she got up and went back to the other car with Rainbow. The other changeling transferred to Rook's car and promptly sat across him.

"So," he started, "what do you make of her tale?"

"You heard what we were talking about while you were singing around with the puffy-maned mare?"

"I've got good ears."

"I don't know. It was just about Luna being depressed and Twilight having nightmares. Doesn't make a lot of sense."

Digital frowned. "What can you expect from females? Always beating around the bush."


"What do you mean?"

"Think about it."

"Think about what?"

"My god... Do you have any idea why they decided to take us along?"

"No."

"Do you know where they're taking us?"

"Uh... Ponyville, like the other mare said."

"Are you sure about that? Have you traveled via this route before?"

"Well, no."

"Then how can you be so sure they're taking us to where they say their taking us?"

"Uh..."

"Are they going to lock us up in a room just as nice as the last one?"

"I don- wait, what?"

"Answer the damn question!"

"I don't know! Why are you asking these questions?"

"Because we are in the dark, and only those horses-"

"Ponies. What are horses anyway?"

"Horses, ponies, they're the same thing! Listen to me, we are in a vast expanse of darkness, and those ponies are the ones holding the lanterns. Don't you get it? They have us on a leash. We don't know anything about where we are, and what they want with us. We're like poodles in bags! Hopelessly being tugged along to god knows where."

Rook thought about it, and even though the changeling was talking strangely, he did have a point. They were as good as being blindfolded out there. And if Twilight was telling the truth about it was two years after the invasion, who was to know that this Ponyville -if that's where they were taking them- was the same one he stayed in with the others?

The train pulled to a stop, and Lance came in with his spear to "help" the changelings on to the platform. As the group headed out for the town, the train's engineer was watching them head off with a smirk on her face.

Once they were out of sight, she opened a side panel where a mare -tied up and gagged- fell out. She didn't bother with that. Instead, she took the saddle bags and put it on herself. "Never thought I'd be wearing these things."

The bound mare groaned, slowly recovering from the drug effects. The other mare leaned over and planted a kiss on her forehead and said, "Thanks for the hat, dearie." With that, the engineer hopped off the train and made for the town with her hat pulled low over her eyes.

Out of necessity, an unlikely alliance was forged in the dungeons of the Crystal Empire. Shining Armor and a small squad of his soldiers had sneaked into the empire with one thing in mind, to rescue the alicorn of love, his wife, Cadence. But upon seeing the vast army roaming the empire, it was clear to him that he needed help if they were to get even close to the throne room where his beloved is being kept.

He needed help, and he had an idea where to get it. The dungeons are filled with crystal ponies who were sick of Sombra's tyrannic rule. With a little encouragement, Armor was sure he could convince the slaves to take up arms against the tyrant. He didn't count on the chance that there would be changelings jailed up as well.

These changelings were not like the ones who kept raiding the towns, they didn't have the same maddened red eyes that took so many lives. Maybe they were different.

"Here to finish us off?" One of them said. He had a longer and crooked horn than the rest, and seemed to have authority over the other changelings.

"You are not like the others?"

"If by others you meant those berserkers your king is using as his royal dogs, then yes, we aren't."

"He is not our king. We are here to end his reign."

The changeling stepped closer to the bars with a smug look on his face. "Looking for directions?"

"I'm looking for soldiers to help me."

The changeling looked over the unicorn standing on the opposite side of the cage. With that purple armor with golden trims, he sure didn't look like the others who took the ferals away. But he couldn't trust him just yet. "If you want our help, you're going to have to give us something, for your own safety of course. You see, changelings don't do so well when they're starving."

The unicorn narrowed his eyes, and the changeling returned the glare. "Lieutenant, get the guards."

"B-but- Are you sure?" The lieutenant asked, positive he heard that wrong.

"Yes. We need all the help we can get." His tone was stone cold. No emotion at all.

"But-"

"Lieutenant."

Reluctantly, the subordinate officer whistled and three crystal pony guards were dragged to the cells.

Shining Armor opened the cell and threw the three into the darkness with his magic. The captured changelings' eyes glowed at the sight. There were hundreds of pairs, all with savoring glares. They let out a small buzzing racket, sounding a bit like a swarm of angry wasps, yet it was softer almost as if they were purring. Their horns burst to life. The love of the three guards were sucked right out of them, creating a reddish fog which enveloped the area.

The ponies, both outside and inside of the cells shuddered at the sight and sound of seeing fellow ponies being drained of their lives right in front of them. When the fog cleared, the sets of eyes started down at the ponies and slowly approached the exit. The ponies backed away slowly, but Shining Armor stood his ground. The changeling that negotiated snarled as he stood face to face with Armor.

"Thank you for the meal. Now I'll hold my end of the bargain."

Armor nodded in acknowledgement. "My name is Shining Armor."

"Ghost," the changeling said, keeping an authoritative gaze on Armor. Both of the leaders shook hooves and exchanged gestures of respect before freeing the crystal slaves.

"Alright," Shining Armor started, "first thing we have to do is to arm ourselves. The armory is just around the corner from here."

=====

"My brother went WHERE?!" Twilight practically screamed. "Why didn't you stop him, Fluttershy?"

"Well, I didn't want to be a bother and... he looked..." The yellow and pink nervous bundle shrank, hiding her face with her long mane.

Twilight sighed saying, "Never mind." What was he thinking? He can't take Sombra alone.

With a heavy sigh, the alicorn turned to Rainbow Dash who was hovering around Fluttershy's cottage. "Dash, go tell the other girls to meet us back at the library. Hurry! There's no time to lose."

"Don't worry Twi, you're talking to the fastest flyer in Equestria! Even though these bandages will try to hold me back, I'll get those girls in the library in record time!" Without another word, the pegasus crashed through the door, nearly knocking it off it's hinges.

"Um, Twilight..." Fluttershy squeaked.

"Yes Fluttershy?"

"If you don't mind me asking, who were those two ponies you brought with you from Canterlot?"

"Uhm... I think it's best if we get to that in the library with the others..."

=====

Twilight cleared her throat. "Okay. Rarity, AJ, Fluttersy, don't be too freaked out about this, okay? I am really sure that these two are safe."

"What do you mean, dear?" Rarity questioned.

"It's uh... you'll see. Hey Dash, where's Pinkie?" The alicorn quickly asked to change the subject.

"I don't know. I couldn't find her anywhere."

"I'm sure she'll turn up." Twilight threw a reluctant glance at her basement door. Now or never, Twilight. She lead the others down the basement where she kept most of her lab equipment, considering it was practically her lab. Before opening the door, she breathed deep and opened it with a bit of an uncontrolled force which made the door slam against the wall. "Girls, meet Digital and..."

The five mares stood with their mouth agape, completely speechless. Rarity was the first one to move muscles by swooning and then fainting. Twilight did not expect to see this sight in front of her.

"Um... Hey there..." Digital said with a clear case of "lost for words" syndrome. He did not expect them to just barge in like that. Perhaps locking the door would have been a sensible measure. "I know this looks... bad, but I can explain everything."

He had a lot of explaining to do. First off, he had to explain why there was a mare standing over -almost sitting on- him with a screwdriver in her mouth. Second, why his torso was opened up like a skylight, and third, why his head was on a table, decapitated from his body. This is going to take a lot of time... "You gals might wanna sit down, or go out and come back in a bit. Bombshell, hurry it up and put me back together."

=====

"So, that's not Rook?"

"No, Twilight. This is my... I guess you could say 'apprentice,' Bombshell" Digital pointed to the mare sitting beside him, who simply waved her greetings. He was honestly surprised that they took this quite well and didn't gun questions at him like a waterfall. Though it could easily be because they were still trying to process what they just saw. "Hey, where's Rook and Pinkie by the way? I don't want to explain this twice."

Like saying the magic words, an explosion of confetti erupted from a box in the corner. "We're here!" the party pony announced, who then pulled out two stallion from her box. "And we only got lost once!"

One of them was Lance, the guard and the other was Rook, disguised as a pony. Rook coughed out some confetti which managed to sneak into his throat. "That is the last time we're taking shortcuts!"

"I'm with Rook on that one." Lance added, spitting out a piece of confetti.

"Okay, now that wer' all here, mind tellin' us why there's a changeling -a blue one at that- sitting here under the library Twi?" Applejack requested, putting a hoof to her temple. Obviously she was trying to make sense of it all.

Twilight opened her mouth to speak, but Digital raised his hoof to protest. "I'll do the talking, Twi. There's more to me than you know. And there's more than one changeling here."

"That's right!" Pinkie bounced up in excitement with Rook somehow perched on her back, clueless on how he got there. She held out the changeling in disguise to her friends like he weighed nothing more than a feather. "Go on, show them!"

Unsure and confused, Rook looked back and forth between Twilight and Digital. Both of them just nodded and he just shrugged. The green flames licked his hooves and rose up to his body then to his head. The pony was gone, and in his place was a changeling. Applejack gasped, Fluttershy started to scoot back and was on the brink of hyperventilating, and Rarity fainted.

"What's goin' on here Twi, why are these critters in your basement?" Applejack wanted answers.

"I brought them here Applejack."

"And I told Bombshell here to tail us. You know, in case you were just planning on leaving us in a ditch." Digital interrupted.

"Right... Anyway," Twilight continued, "I'm sure these three can help us fight Sombra, like that strange unicorn said before."

"Twi, I trust you and all, but I don't think you should trust that pony. He's just a shady character is all I'm saying. He could be Sombra's spy or something."

Pinkie bounced in between the two mares. "Don't worry Applejack, Digital and Rook are nice changelings. Although Digital did knock me out with that flashy thing, stab Rainbow with an arrow, and took Twilight hostage-"

"He did WHAT?!" AJ exclaimed in surprise, then glared an army's worth of daggers at the two changelings.

Twilight stuffed her hoof on Pinkie's muzzle so she couldn't say anything that could make things worse. "Relax, it was just a misunderstanding, AJ." Twilight reassured her friend. "Besides, they saved us from a changeling swarm."

The country pony sighed. "I'm not sure about this Twi, but if you say they're alright, then they're alright... I guess. But why did that one," she pointed to Digital "have his chest open and his head cut off from his body?"

Everyone looked to him with questioning looks. Lance and Rook wondered if they somehow taken a wrong turn to a place where everypony was talking crazy.

"His head comes off?!" Pinkie squealed in excitement. She had her hooves on Digital's head and gave it a tug, and to everyone's horror (everyone except Bombshell, Digital, and Pinkie), his head popped off.

Rarity regained consciousness, only to see what Pinkie just did and she fainted again. Fluttershy was close to joining Rarity in her unconsciousness, but not quite. Her heart was almost beating out of her chest.

"Neat! It's so weird and creepy!" She started to bounce off with his head. "Look, it's the bodiless changeling head!"

"Hey! My head is not a toy! Put me back on my body!" Digital's body flailed around, trying to catch the pink menace, but stumbled over a table instead.

"PINKIE PIE!" The rest of the mane six shouted.

Twilight caught the pink mare in her magic grasp. "You're scaring Fluttershy."

"Oh alright." Pinkie was visibly disheartened that her fun was abruptly ended.

"Hey!" Digital's head screamed at Lance, "Don't poke my body like it's some dead animal on the street!"

Pinkie put the head back to the body, smiled, and bounced away to join her friends.

Digital picked himself up and realigned his head. "Thank you. Don't do that again. It feels weird." When he looked at everyone, they had the same questioning looks on their faces. Where should I start...

"Alright, first off-"

"Princess, are you here?" Came a voice from the library, "The unicorns are assembled as you requested."

"Unicorns? You're not gonna zap us... are you?" Digital slowly stood up. If they were planning on shooting him down, he'd be prepared to bolt out of there.

Twilight sighed. They would have to hear Digital's story another time. First things had to go first. "We'll be there in a minute." Gentle hoof falls faded out followed by a door closing shut. "Let's go outside."

As everypony evacuated the library, only the two changelings and Bombshell were left. Rook had something he just had to ask.

"What's going on, who or what are you really?"

Digital put his hoof on Rook's shoulder. "Like I said before, I'm not from here, and neither is Bombshell. These aren't even our real names. We'll tell you and the others everything when we're all alone. The less people- I mean, ponies that know, the better for everyone."

"Fine. But at least tell me what that thing on her hooves are. They really don't look all too friendly."

Bombshell raised her hoof and pointed to the metallic gauntlet she was wearing. "You mean this old thing? Just a little something I whipped up at home."

"Careful now Bomb."

"Relax, it'll be just a little flame." The mare stretched out her hoof and moved her wrist to trigger the hidden lever in her gauntlet. A huge spray of fire burst out of the gauntlet and licked the wooden wall of the basement. "NONONONO!!!" Bombshell quickly closed in on the fire and hastily patted it out.

"I guess that flaming mark on your flank really shows your tendency to burn the whole place down." Digital jabbed.

"Okay, so the valves need some fine tuning. I hope she didn't need that microscope..."

"Are you three coming or what?" Rainbow called down from the library. "You're all gonna miss this!"

"We'll be- we'll be there in a moment!"

"Hurry it up!"

=====

"Okay, ponies. We have to make this work." Twilight was instructing a group of unicorns, both townsponies and guardsponies, when the trio finally made their way to the dirt roads of Ponyville. Though as they got out, they immediately stole the glances of the ponies there to observe whatever it was Twilight was up to.

"I think I might have overdone my disguise." Digital said flatly.

Rook shook his head. "Yeah, I'm pretty sure you would have fit in better if you lost the tux, hat and those tinted glasses. How can you even see when it's so dark out?"

"Shh, they're starting."

Twilight turned to the unicorns all gathered around in front of the town hall. "Alright, all together now. Focus!" An uneasy silence loomed over the city. Everypony held their breaths as the combined glow of horns from the unicorns and the alicorn princess shone with at least thrice the intensity of a full moon.

The changeling recoiled at the sudden flood of light.

"Hah," Digital threw a friendly punch at Rook, "and you thought the glasses were a bad idea. Who's laughing now? What are they trying to do anyway?"

"Twi's tryin' to raise the sun."

"Raise the sun, eh? Doesn't it come up on it's own?"

"It doesn't work like that."

"Oh do tell."

Applejack sighed. "Have you been livin' under a rock your whole life? Normally it's Princess Celestia who raises the sun."

"Who's that?"

"Her." Applejack knowingly looked at the bright glow. Before it was just a large glow, but somehow it took form. A regal-looking pony hovered overhead. "That's Princess Celestia."

The sky took a soft yellow and orange hue. "She's actually making the sun rise?" Digital said in disbelief. "Impossible..."

The glowing figure lowered it head and looked down with piercing eyes at the two disguised changelings. "Why is it looking at us like that?"

Twilight and the unicorns strained themselves to get the magic to focus on the sun. There was some ethereal force interfering with the spell. The ponies stepped aside as the glowing figure of their ruler landed on the street and made her way to the changelings. When she got close enough, two separate spheres trapped Rook and Digital.

"What's going on here! Hey!" Digital's disguise dropped as he was approached, making the crowd gasp and trade whispers. "Twi, this is not funny! What do you think you're doing, hey that's mine!" The phantom was levitating a pendant it took Digital and looked at him inquiringly. "Give it back." He said sternly.

Celestia's phantom stepped forward and tied the necklace back on Digital's neck, but as she did so, she touched his horn with hers and the changeling was trapped in some sort of trance. His eyes were completely blank, and his mouth moved as if he was silently talking to the phantom.

A few moments later the sphere surrounding Digital dissipated and he fell limp on the ground. When the phantom turned her attention to the other changeling, Bombshell immediately rushed to Digital's side to see if he was alright. To her relief, he was just sleeping.

A soft glow emanated from his chest which grew in intensity as the phantom came in closer. Rook frantically looked for a way out, but the sphere was like a force field, he couldn't get out of it. He closed his eyes and just hoped it was all a dream. That's right, this is just another dream... just another dream... a dream...

"Be calm my little changeling."

Surprised by the soothing voice, his eyes flew open. He was back at the cliff.

"It's a shame you can't stay here longer."

He looked to his right and saw a couple sitting on the same cliff under a tree. "Uh, excuse me?"

"Don't worry, I'll be back. I promise."

Rook took a step back. He remembered this moment. He was dreaming, he was sure of it.

"You better." the mareling said as she snuggled up to the changeling.

"Hey Rook!" Someling called behind them. He recognized the voice belonging to Runner. "The squads are forming up. Better hurry or we'll leave without ya!"

"I'll be right there!" The other Rook said. "I better get going."

"Wait." The mareling pulled him close. "Take this with you." She took out a small gem and pressed it against the other Rook's chest. It glowed and was absorbed into his chitin. "It's a good luck charm. It belonged to my grandma. So you better come back to return it to me."

"Thank you. I'll be sure to return it as soon as I get back from Canterlot. See you in a few weeks, Crystal." The changeling gave her a hug before running off to join Runner who had been waiting for him.

Rook looked at Crystal as she saw her love walk away to another adventure.

"That gem is more important than you know."

Rook fell back when he heard the voice of Princess Celestia.

"Don't be alarmed." She said calmly

"How can I not be alarmed!?" Rook jammed his hooves over his mouth. I can't believe I said that out loud. Ohhh, she's going to kill me.

Celestia folded her legs and rested on the grass. "That gem has a strong history." She pointed to the glowing spot on the changeling's chest.

"A strong history?"

"Yes. And a strong connection to the elements. But my time is short. Use the power of the gem to save Equestria, and I will tell you all there is to know." Celestia started to fade, and so did most of the surroundings.

"Wait! Tell me... is she alright?" Rook motioned to Crystal, who was looking out to the vastness of the hive.

Celestia was silent. "It is for you to decide."

=====

"Zulu, are Armor's forces in position?"

"They're in position and are waiting for the signal, Ghost."

"Good. Everyling listen up. Once we go through those doors, the guards will all come flooding into the hall. Let's make sure we keep them there so the ponies can sneak through the back. Expect to see some of your old friends. For the rookies out there, feral changelings are not your friends anymore. The only way they can be saved is to end them. No mercy, remember that. Spears up, crossbows loaded."

"CHARGE!"

=====

"Oooow... my head..." Rook groaned as he took hold of a metal bar. "Wait, metal bar?" He look around to see that he was inside another dimly lit jail cell. "Figures."

He could tell that the cell had a spell on it that didn't allow any magic at all. Escapes never get any easier.

"I demand to see them both."

"Was that..." Rook edged closer to the bars. He was sure he heard Twilight.

A short while later Bombshell rushed in, followed by the alicorn.

"Roy, Roy! Are you alright?"

Who's Roy?

They jail cell holding the two changelings creaked open. "We have no time to lose." Twilight said before turning for the door.

"Wait!"

Digital quietly walked to the door with Bombshell following close behind with worry written all over her face.

What's going on around here?

Rook was quiet throughout the trip back to the library then to the station. The girls said something about visiting the crystal empire. At first Rook didn't believe what he had heard. That was only legend, right? Well apparently it wasn't. They were going there to free the princesses and also rescue Twilight's brother who was the captain of the royal guard. Hopefully he didn't have anything against changelings.

He was worried though. Twilight and the other ponies were too serious. Even Pinkie Pie wasn't as bouncy as the last train ride. And Digital was just sitting away from the rest of them, even refusing to talk to Bombshell, who he expected was something close to a best friend.

Did that phantom communicate with him the same way she talked to Rook? And what did she say that made him change so much? And why was the general atmosphere so depressing? It went on like this for the first half hour until Digital silently walked up to them.

"Something the matter, Digital?" Rook asked.

"Don't call me that."

"What, why?"

"That isn't my name."

The listeners exchanged confused looks. Bombshell just looked down.

"We're not even from here. We don't even know why we're here in the first place. But your princess said this happened before. I just want you to know I'm only helping you so I can get answers."

Twilight raised a hoof. "Can we ask you something?"

Digital and Bombshell exchanged glances. "It couldn't hurt."

"Alright first off, who are you?!" Rainbow hovered in front of him, throwing a suspicious look.

"My name is Roy Savage. And Bombshell is Felicity Rodriguez. I know what you're going to ask next. We are from a world called Haven, and no, I don't think it's anywhere near this planet. You look like you've heard of it, Twilight." He said seeing her so deep in thought.

Twilight suddenly snapped back to reality when she heard her name. "I think I read about it once. I remember the book saying something about creatures that resemble minotaurs and apes living in that world."

"Humans." Roy whispered. "Deadly, genocidal creatures."

"But those are just myths... Aren't they?"

"They might as well be now."

A mixture of fear and confusion struck the group. What did he mean by that, and why did he say it with so much anger? Bombshell moved to the next car without saying a word.

"Are you..."

"One of these humans? I used to be. Let's not get too far into it, yet. My turn for a question." Roy cleared his throat and took a seat with the others. "How old is Celestia, and how the hay can she move a whole star?"

=====

"That's the last one." Ghost announced, triumphantly standing over a pile of dead ferals and guards. Most of his force fell with the initial charge through the doors. The enemy was lying in wait with their weapons aimed at their entry point. There had to be a spy working among them. And he was going to find out who. "Zulu, report."

"Good, they're asleep. Using Luna's essence, we can tap into their minds the same way she can enter dreams."

Ghost went up the spiraling stairs, taking a detour from the battle still taking place below. The crystal ponies must have had some device controlling the feral changelings. They never acted so organized before. They had to be controlled by someone, or something.

If he could only find what it was, those ferals would turn on the ponies hopefully. Maybe these steps would lead him to it.

"What good will that be?"

He inched to the crack on the door and saw a pair of masked figures with their backs turned to the door, wearing nothing but black. They were looking at a crystal mirror, only it didn't show reflections but instead some visions or something. He couldn't make it out, it was too blurry.

"Don't you get it? We can get into their minds, their thoughts."

"What are you planning to do?"

"Let me just show you since it appears that you don't have the mental capacity to think about it."

"Ooohh, look at you, using the big words. Who put you in charge anyway? Last time I checked, we were supposed to work on this together."

"Somepony had to be the brains. And since you lack any-"

"Hey, don't make me regret agreeing to work with you."

These two will just kill themselves if I leave them be.

"Whatever, let's get this over with." The pair levitated a dark blue crystal shard in front of the mirror.

Ghost was unsure what they were doing to it, but it looked like they were feeding it with magic.

"Hello Ghost."

A sharp burning sensation on his back and a blinding headache were the only things he felt when he was suddenly lurched through the door. He couldn't feel his body through the wild spasm he was having. The sound of hooves reverberated through his skull, only making the headache worse.

"What are you baboons doing? This changeling was spying on you and you didn't even notice."

"Commander Atlas!" The two unicorns almost dropped the crystal.

"Stop playing around with that thing and get this idiot to the lab. I'm sure you'll see he's a peculiar specimen."

"Atlas... why are you... doing this?" Ghost managed to squeak out.

"It's for the good of the swarm. You wouldn't understand, brother."

"Don't call me that, you're no brother of mine, traitor!"

"Very well. Take the prisoner to the lab."

=====

"Your magic wont hold me for long Twilight. And why are you even chaining me up like this? It's your fault for using a truth spell. You wanted to learn my past so badly, well there you have it." Roy shifted uncomfortably in the ethereal, lavender-tinted, translucent chains of magic Twilight wrapped him in.

"Come on Twi, he didn't do anything wrong. Let him go." Rook pleaded.

"I'm sorry, but I can't do that, he's too dangerous."

"You think I'm some sort of monster?" Roy half sneered at the ponies.

Applejack stomped her hoof to the floor. "You killed yer own filly in cold blood!"

"That's just unforgivable!" Rarity wasn't any friendlier.

"Yeah, and you talked about it like it was just another day at the park! What's wrong with you?"

"You're asking me that, Dashie? I should I ask you the same question, I mean you did just invade my privacy! And I'm paying for it?"

"He has a point you know."

"Pinkie?" The ponies who showed their hostility gasped.

"He did ask us not to pry his past."

"That's true, but think of what he could have done to us if we didn't-"

"Break into my mind and invade my personal thoughts?" Roy cut in coldly. "Trust me, if I wanted you all dead, you wouldn't have made it to the station."

"Roy, I don't think threats will make your situation any brighter." Rook whispered.

"You call this a situation? This thing is nothing compared to the hell I had to go through."

"You can't escape Twilight's magic!" Rainbow proudly said. "If you haven't already known, Twilight was the most powerful unicorn! She only got more awesome when she got her wings, so there's no chance of you ever escaping!"

"Is that a challenge, Dash? Cause I can break out of this then break your necks in the moment it takes you to blink."

"Guys! Stop fighting!" Pinkie stood between the ponies and changelings. "Roy didn't do anything wrong! Maybe he did in the past, but he's changed! Right, Roy?"

Roy was grinding his teeth and his eyes was clouded by a reddish tint.

"Oh no, you guys are feeding him hate!" Rook stood back. "You have to stop the fighting, do you know what happens when changelings get fed too much hate?"

His calls fell on deaf ears as the ponies were busy convincing the party mare to their side.

"It's happening all over again..."

Rook turned to Roy, wide-eyed. His voice didn't sound natural. It sounded more sinister, more venomous.

"I hoped for a better life..."

Everyone stopped what they were doing when they felt the uneasy atmosphere.

"A new beginning... To forget the past."

With a blink, Rainbow Dash was flung off to the end of the car.

"You call this power?" Roy didn't even move a muscle and the chains just evaporated. "This is child's play. You should have stopped when I asked you nicely."

He advanced on the ponies, making them back away.

Pinkie was looking at him with worry.

"You saw me as a monster before?"

"No, we didn't!" Pinkie said. "We didn't see you as a monster."

"You might not have, Pinkie, but these four had already made up their minds about me." His eyes got redder.

"Twi, sugarcube. Do something."

"What's wrong Applejack? What happened to that bravery you showed before when you mentioned my daughter?" He hissed.

"Roy stop. Let's just forget this all happened. This thing will jus--" Some invisible force wrapped around Rook's face, preventing him from speaking.

"So what happened to your bravery, Applejack? Are you scared? Be honest." His face was only inches away from the farmer.

"Roy--"

"Shh, Pinkie. I have no quarrel with you, nor Fluttershy." He looked to the quivering furball hiding under the seats, then diverted his gaze back to AJ and smirked.

"Ah ain't afraid of you."

"Good, cause ah ain't trying to be scary." Roy mockingly said before turning to Twilight. "You should be more respectful to other pony's privacy, Twi. Look where it has gotten you all."

An invisible force grasped the ponies and held them in the air.

"What are you going to do to us?"

The tables and seats floated in midair. A sigh escaped Roy's mouth as the objects splintered into hundreds of pieces, all pointing to the mares. "I'm a monster, aren't I?"

The mares' faces were completely pale. They knew he wouldn't hesitate to end them all right there. Suddenly the stakes rapidly flew to them and they all screamed.

=====

"Twi, AJ, Dash, Rarity! Stop screaming!" Felicity was shaking the mares out of their trance. "You're making my ears bleed."

Everyone looked around and saw that they were in their bunks and everything was looking the same as they first boarded the train.

Felicity shook Twilight again. "Where is Roy?!" The alicorn asked.

Felicity just shrugged. "I don't know, you were with him. I was in the next car, remember? Maybe he left after you all went to bed after talking about how old Celestia was, and all those other stuff. I would have expected you to stay up a lot later, considering both of us took you to be the type to note every detail down. I guess things just don't work the same here in ponyland." Or your just holding out on us.

Rook yawned from his bottom bunk. "Are we there yet?" He was completely oblivious to the topic of discussion.

Twilight looked confused. "But we didn't... I don't remember getting into bed."

"Neither did I." Dash stretched her wings as she yawned.

"Me neither. Something's going on here Twi." Applejack got out of her bunk and looked around. "Wait a minute, where's Rarity, Pinkie and Fluttershy?"

Everypony scrambled out of their beds and looked everywhere in the room, then spread out to look for them on the other cars, but they couldn't be found anywhere.

Suspiciously, they all turned to Felicity. "Sugarcube?" AJ approached.

"Don't tell me. You think I'm an accomplice, and that Roy kidnapped your friends? You can think that way all you want, but that son of a gun doesn't tell me anything much in regards to his choices."

"We know you're lying! Give it up and tell us where our friends are!" As always, Dash brashly attacked the mare, giving her a light push.

"You don't want to go there, chicken."

"What did you call me?!"

"A chicken! Want to hear it again?" Felicity pushed her face into Dash's "A. Chicken."

"Why I oughtta--"

"Look what I found!" Rook burst through the door holding out a black crystal to the girls. It had a wisp of bluish aura inside it, studded with white specks. It reminded them of the night sky.

"Let me see that." Twilight took the crystal away from the changeling and examined it. "I should have known."

"What is it?" The ponies asked in unison.

"I can feel Princess Luna's essence in this crystal. This must be one of Sombra's tricks. If what Felicity said was true --that we all went to bed--, then I think this is what made us forget that we did."

"But what about when the changeling attacked us?" AJ asked.

"Excuse me?" Rook blinked. "I didn't attack anypony."

"Not you, Rook, Roy."

The changeling's brows arched. "What are you talking about?"

"You mean you don't remember him almost killing us with wooden stakes?"

Rook drew a blank from all this, and it clearly showed in his face which was twisted in utter confusion.

"So they were using Luna's power..." Twilight mumbled. "If they managed to use her power to make us dream that... then... who knows what they could do with Princess Celestia's power?"

"I'm stopping you there, Twi." Felicity turned Twilight to face her. She looked the alicorn in the eyes and glared her down. "Roy may be able to work with what information you slithered us, but not me. And since he's not here, you're going to have to explain things to me. Starting with what happened after the invasion thing two years ago. Frankly, I'm already fed up with having to be stuck in this body. If I don't get answers by the time we get to our destination, you can say bye-bye to this train, and hello to the river Styx."

Twilight was shocked by the sudden change to anger in the mare's face. She stuttered on her first few attempts to talk but quickly got her nerves under control.

"After the changeling invasion," she started, "Canterlot's defenses were at an all time low with most of the guards inside infirmaries. Princess Celestia had to retire for a few weeks to recover from the attack which damaged her horn. She left Princess Luna, her younger sister, to run Equestria."

"Alright, now we're getting somewhere. What happened next?"

"Well, a few days after the invasion, Princess Luna told me that she felt that Princess Celestia had changed a bit. I never got why she felt that way even after- eh... looking for clues."

"You mean spying?"

Twilight gave a low nod. She was ashamed of the fact that she had spied on the Princess. "Princess Luna never talked about anything after that and became as distant as her sister. We didn't know exactly why, only that they were busy performing some spell over the course of a few days. I didn't know what that spell was.

"It was two weeks after the invasion when a strange pony came to me and gave me a letter. It said: 'The king of darkness will rise, and the empire of the sun and moon will whither. The princesses will fall, and the world will succumb to darkness.'

"The day after that, another changeling swarm invaded Canterlot, leaving noting but destruction. We thought it was Chrysalis again, but we were wrong. Chrysalis wanted to take Canterlot for the love the ponies could give, but the one leading the invasion wanted nothing but the princesses. With Princess Celestia unable to use her magic because of her injured horn, and with the royal guard's numbers cut down, Canterlot fell within a few hours. They took Princess Luna and Princess Celestia. The sun never came up again after that.

"Changelings weren't the only ones with the invasion it seemed. Ponies dressed in black were also counted with the dead invaders."

Rook shifted uncomfortably in his seat. The memory of that day he got captured by the ponies inside that underground maze made him shudder. Could the ponies he saw there and the ponies Twilight described be from the same group?

"My brother ordered an Equestria-wide search for the princesses but half a year of searching yielded nothing, until one of the ponies out on patrol found the Crystal Empire by chance. Nopony knew where it came from. We couldn't find records of it in the libraries. It was as if it just teleported there with magic. Cadence and Shining Armor went to the Empire to see if they could form an alliance to find the princesses.

"But King Sombra, the ruler of the Crystal Empire was only interested in taking Princess Cadence with him. He was a ruthless tyrant which treated his followers as slaves. He used a different, more destructive type of magic. My brother didn't stand a chance. Sombra took Cadence and banished Shining Armor out of the empire. It was only then did we get a clue to where the other princesses were.

"Princess Luna spoke with Armor and myself through our dreams after he returned to Canterlot. King Sombra was planning on opening a portal to a world of demons, but he needed to harvest the princesses' powers first to get enough magic to do something like that.

"Luna suddenly stopped all contact with us and Sombra started to send changelings to attack Canterlot."

"Wait a second," Rook chimed in, "what do you mean Sombra sent changelings to attack? Changelings don't take orders from anyling else than the Queen and her officers."

"Apparently Sombra had struck a deal with one."

The changeling glared. Was she accusing a changeling of treason to the hive? No changeling would ever lead love-starved brothers. Changelings would put them out of their misery, end their suffering. There is no crueler fate than being reverted back into that primitive state. Rook didn't say another word. He didn't want to lose his chance at meeting a few friendly changelings, if there were any still in the Crystal Empire.

"The attacks became more frequent and eventually we took everything valuable out of the castle and brought it to other towns to hide. The castle was abandoned. My brother took some of his ponies and went to the empire to save the princesses but Sombra's slaves outnumbered them. Only a few came back. We were all barricading ourselves indoors since then."

Felicity wanted to ask why Twilight was at the castle, but she was afraid it would make her realize that she and Roy had been skulking around that castle for a week prior to Roy's capture.

She didn't buy what Twilight was selling her. She was skeptical on the part about a portal of demons, though through experience she guessed it wasn't really a portal, but some sort of device perhaps. "None of those explain why Roy and I are here, in your world... and in these bodies."

"I'm sorry, but I don't know either. The princess may--"

"Yeah sure. The princess who we're gonna save will know whats going on. There's always a catch. I got a question though. If the princesses were so important to you and this Sombra guy, why did you wait until now to act?"

"Well... uhh..." Twilight shrank away from Felicity's burning glare. Her eyes shifted nervously. Started to go pale and her breathing quickened a bit. Luckily for her, the guard reported that they were only a minute away from their destination. The mare hurriedly went to the next room with her two friends, leaving Felicity and Rook alone.

Felicity grunted in annoyance, making her way to the next car. "Watch your back Rook. I don't trust these ponies. They're hiding something. Roy might have had the right idea of bailing."

"Psst! Hey! Ghost, wake up! Come on, wake up!"

Ghost shook his head as if trying to shoo away an annoying fly. "Jellybean, that you? I thought we lost you. Why is it so dark down here."

"They've been doing tests on me for weeks now, I don't know how long I can last."

"Don't worry, I'll get us all out of here as soon as I get out of this thing."

A row of lights clicked on overhead.

"What have they... done to you..." Ghost was wide-eyed. Jellybean looked like a war veteran on the front lines. Deep scars and long stitches everywhere on his body. It was doubtful if he can even move his limbs. There was even a fresh gash on his face, and his horn was but a stump. Once they've escaped, Ghost would have to find drones so he can get medical attention.

"Don't worry, my little protege. You'll have your chance."

Ghost glared at the changeling standing on a crystal walkway above them. The other changeling looked a lot like him, and carried an air of higher authority about him. "Atlas!"

"Happy to see me?" Atlas smirked.

"Why are you working for these ponies?"

"You wouldn't understand, but I have time to kill. Do you remember why we invaded Canterlot?"

"The hive was starving. Where are you going with this?"

"Such impatience. I thought I trained you better. Very well, straight to the point then. You might remember the history of our hive and the Crystal Empire. No? For shame." Atlas pulled a lever and the two prisoners were hoisted up to eye level with him. "Let me give you a history lesson."

"Before the Crystal Empire disappeared a thousand years ago," Atlas started, "our hive had lived with close relations with the empire, taking advantage of their artifact which spreads love throughout Equestria. That was all we needed to survive. When Sombra took the crown, everything went to Tartarus. Our lifeline died with the last ruler, forced to do things some other way."

"Then why are you working for them? Why are you turning the swarm into ferals?" Ghost spat in disgust. "Can't you see that he's just enslaving us now? Wake up Atlas!"

"I am wide awake. You wouldn't understand my motives even if I told you."

"What's wrong with you Atlas? Did that failure of an invasion plan finally push you past your limits? You're destroying the very thing we both have been fighting to protect."

"Nothing is gained without sacrifice! Do you think I enjoy seeing my own brothers and sisters mindlessly killing each other down there? This is all a necessity. You will see soon enough."

"You've lost your mind! Let me outta here and I'll hammer some sense back into your skull!"

"I expected more from you, Ghost."

"And I expected you to be someling to look up to. I guess both of us were wrong, eh?"

"Too bad isn't it? Why don't you join me? With the two of us working together on this, we could save our hive!"

"Save? I'm sorry, but I don't consider damning the hive to madness as 'saving' it."

"Best wishes on your path." Atlas pulled another lever and his prisoners were turned around to face a giant, pointed crystal. His hoof falls faded away followed by the shutting of a door.

Jellybean shook and said, "This is what they did to me."

The crystal's point emitted a glow that grew brighter by the second. It wouldn't be long before it shoots. Ghost struggled to break free but the chains weren't giving in. Seconds felt like minutes as the crystal only intensified it's glow. It made a whirring noise and Ghost braced for impact.

To his relief and confusion, he didn't feel anything. The giant crystal vibrated, swelled, then exploded in a blinding array of crystalline colors. The shards cut through the chains and the changelings fell to the cold floor.

Ghost looked up and saw a hooded pony looking down on them. "Who are you?"

The pony's face was hidden in the shadows of his hood, but there was a visible glint from his eyes. "A friend. If you want to save your changelings, you will follow me. We do not have much time." He walked towards the archway which lead to a large hall, not even waiting for the two changelings to follow him.

"I don't think we can trust him. It's just a feeling, sir, but..." Jellybean rubbed his head. There was something familiar about that pony.

"That's the only way out of here without running into Atlas, or those crystal ponies. Keep our communication verbal for now, but keep the volume down."

=====

Twilight and company braved the hellish blizzard that protected the Crystal Empire. The gale sent the bone-chilling coldness straight into their faces. Twilight's barrier allowed them to move about with the worst of the storm not even touching them, but it was still slow progress.

Felicity and Rook hung back as far as they could. More accurately, Rook kept Felicity company in the back since she didn't trust the ponies with her life. For all she knew, the three missing ones were probably the reason why Roy was gone. And all this was just a play to let her guard down. Break her. Well she wasn't going to fall for it.

Rook was worried. The unstable relationship between the three parties --Felicity, the ponies, and himself-- was like a bomb ticking to the final second. One wrong move, or word, could break the fragile mutual acquaintanceship they had.

No words were exchanged through the trek. Just utter silence. It wasn't the best thing while being bombarded by hail and snow, but so long as everyone wasn't throwing punches, stabbing, or firing magic around, it was tolerable. At least Rook thought it was. Adaptability is one perk of being a changeling. He wasn't sure if the same goes for ponies, and whatever it was Felicity was before being a pony.

As the trek stretched on closer to the empire, the changeling couldn't help but wonder about that place Digital said they were from. Haven was it? He hoped Felicity was in a chatty mood. This silence was killing him.

"Hey, Felicity," He said low enough for the others not to hear, "can you tell me more about the place you were from?"

The mare was silent for a while, keeping her head low to combat the oncoming hail. "Haven was... once a beautiful place from what I was told. Children could go about without worrying too much. The air was clean. And there was plenty of things to do for fun. Then the war broke out and left nothing but wasteland. Roy found me half-dead as a child and took care of me. He was a killer, scavenger, and mercenary, so you can imagine how hard it was for him to keep me around. Still don't know why he did, but he saved me."

"Okay..." The changeling scratched his head. What should he say now? "How... how come his head can pop off like that?"

"He's a cyborg."

"A... what?"

Felicity sighed, shaking her head. "He was part of the war. He got into an accident and his body was basically... broken. Someone put him back together using machines as his body parts."

"You mean like having a leg replaced by a wooden one with strings and pulleys?"

"Yeah, something like that, only much more complicated."

"Awesome -- I mean uh... that's awful... Must have hurt a lot."

=====

"Everything we do and will do has reason. Regardless if we know it or not."

"So you have thought about our offer. The king will be pleased that you have joined our cause. With you on our side, our plan will go much more smoothly."

"Yes, the plan will go as intended. But the plan I'm talking about is not the one you're thinking of."

"I see how it is. Very clever. I can see why Celestia scraped you up from the bottom of the barrel. Ruthless and unpredictable, not to mention that the differences with our races nullified Luna's powers. When we first tried to get into your dreams, nothing made sense. It was all jumbled up. And we were truly interested with what your world looked like."

"You seem oddly calm."

"You are in our territory. You don't pose a threat here. And the plan will succeed without your help either way."

"You think so, huh? You might want to recheck. You'd need all six of the elements don't ya?"

"What did you do?"

"Half of the elements are... six feet under, more or less. I was never any good at measuring depths. And guess what, only I know where they are."

"You fool! Do you know what you have done?! You have doomed us all! Without the elements to control the demons, this world will collapse!"

"You're the fool! You knew what would happen if that gate was opened, yet you helped unlock it, in blind hopes that your precious hive will be spared for your services. Once those demons are out, nothing can control them. So it doesn't matter whether you have the elements or not. He will still destroy your hive."

"You will pay for this!"

"Where do you think you're going? You're not leaving this tower."

"You want to fight me? Alone? You don't stand a chance against me."

"Who said I'll be fighting alone?"

"Your little assistant is with the fools braving a death storm. She wont be here to save you."

"Who said I was talking about her?"

=====

Ghost was flying through the large hall with Jellybean. The pony who helped them escape said that they had to confront Atlas. Supposedly, this hall lead to a tower where they'll find him. The pony only gave directions then left, saying that he was only a guide.

The commander had lingering questions, but he had a feeling that Atlas would shed some light on this madness.

"I still think we can't trust that pony, commander. He might be leading us into a trap."

"Call it instinct, Jellybean. We can trust him. Look! That staircase must lead us to Atlas,"

"A spiral staircase?! Ugh, I'm going to be sick. I hope you're right about this."

By the time they reached the top, they could already overhear the sound of metal crashing into metal just beyond the door. From the screams and grunts, Ghost identified one of the combatants to be Atlas. There was another voice, but it was completely new to him, but he was sure it belonged to a changeling.

"The door's locked from the inside... Jelly, ram it on three. One, two, three!"

The pair broke down the door with a combined charge, but the two of them overestimated and kissed the floor along with the door.

"Well about time you showed up. I was beginning to think that I was being played again."

Ghost had to shake his head a few times to see if what he saw was really what he saw. Fighting Atlas was a blue changeling. He just thought he might have fallen into some poison joke and left it at that. There would be time for questions later.

"Are you gonna help or not?!"

Ghost picked up a spear lying on the floor beside a dead crystal pony and joined in the clash. He thrust low while the mystery changeling thrust high, but as he expected, Atlas twisted his body using his halberd as leverage to dodge both attacks while stomping Blue in the face.

Atlas hovered in midair, staring down at his former student. "Let's see how well you've absorbed my lessons, grub." He ferociously swung the axe end of his weapon at Ghost, cutting a long line in his cheek.

Unfazed by the wound, Ghost hurled the spear at Atlas, but his mentor was quick to dodge it. However, he didn't see that Jellybean had sneaked behind him and caught the hurled spear which he used to thrust into Atlas' back, ripping apart a wing.

This didn't slow him down however. "I guess that makes things even." Atlas laughed, not even showing the slightest hint of suffering pain. He brought the halberd down in an arc over his head, aiming to chop off a limb or two.

Roy however caught the halberd in the niche of the axe blade and jammed it there to deviate the weapon's course to hit the floor. His spear's sharp end broke with the impact. Seeing an opportunity to strike, Roy aimed a kick to the stomach, but Atlas blasted him with a bolt from his horn before the kick hit anything.

"Ow. Forgot... about that." Roy curled up in pain.

Jellybean grabbed Atlas around the neck, locking his arms around it and pulling back so Atlas was easier to hit. But Atlas was stronger than he had anticipated and was hopelessly flung forward with a violent pull, crashing into Ghost.

"I've wasted enough time!" Atlas' horn was suddenly covered in purple fog. His eyes became green and emitted a purple trail. Soon, the fog that covered his horn appeared around the necks of the three changelings fighting him. "I will enjoy this."

He lifted the three into the air, slowly tightening the grip on their neck to suffocate them. The fog started to spread around Roy's body. "I think I'll kill you first." About fifty arrows appeared around Roy. "Any last words?"

"You do acupuncture too?" The changeling grinned.

"Die, fool!" The arrows all converged into the changeling. Roy's head hung lifelessly as he was dropped from the grip. His fluids leaked out of him like a river. "Looks like he bleeds like the rest of us. Now." With a dim flash, a full body fog casing and three spears appeared, revolving around Jellybean. "I'll kill you slowly for ruining my wing."

"At-las... Stop! Don't..." Ghost found it hard to speak while he was being choked, but that didn't stop him from risking his neck. "Just... stop... it..."

"Patience. You'll have your turn."

Jellybean vainly squirmed as the first spear penetrated his side without much force. He couldn't scream, his throat was too tight for any sound to come out.

Ghost looked away and by chance his gaze locked on to the puddle left by the blue changeling. Where did he go?

"Have a second one." Atlas thrust the second spear through his victim, this time loosening his grip over the throat so he could hear the weak scream. Atlas just laughed.

Ghost's vision slowly faded into darkness, becoming blurrier by the second. This was it? He couldn't just die here. Not without knowing why Atlas was doing this. You're going to damn us all...

"And with this, your suffering ends." The final spear hovered in front of Jellybean's face now, spinning vigorously to drill into his head.

Ghost looked to the archway, hoping that some soul would fly through and save them. It was too much to hope for, he knew that much. But there was still a chance it could happen. Though he knew deep inside that that too was too much to hope for.

Then suddenly he faintly heard a sick crack and the next thing he knew, the captain of the Canterlot Royal Guard was pumping his chest to simulate breathing.

"You're awake?"

Ghost's chest felt like a fire had just erupted in his lungs. "Where...?"

"Captain! There's a small group just entering the courtyard. One of them looks like Twilight."

"Twiley, here? Alright, everypony to the courtyard. Medics, stay here and tend to the injured."

"Yes sir!"

"They sure left in a hurry."

The changeling looked to his right and saw Blue looking like a new changeling. There wasn't even a single scratch on him. Ghost just laid there in shock. He couldn't have imagined all of that.

"Well, looks like you're doing well. Though you look like you've seen a ghost, Ghost. Hehehe."

"How do you... What happened?"

"Well, after turning me into a pincushion, and almost turning your friend there into a shish kebab with one too many sticks, that unicorn guy in purple armor shot a blast which ricocheted from a shield he put up and hit you squarely in the chest. Which would probably explain any burning sensations you might be feeling for the next few days. And also that scorch mark on your chest. Anyway, after accidentally hitting you with his magic, Atlas got a hold of the unicorn and I took the opportunity to give Atlas a friendly neck massage. Didn't expect his head to fall off like it did. Guess I don't know my own strength."

"You killed him?" Ghost scrambled to his hooves.

"More or less. Some strange ghost thing came out and flew outside." Roy pointed to the window.

"Damn."

"I can sense that you wanted something from him. What was it?"

"Information."

"Well if it's about your hive, a little birdie told me that he just wanted to protect you all."

"That's what he said. I still don't get what he was trying to say."

"Well, I can answer that. You see, Sombra is trying to summon a demon that will supposedly help unite all of Equestria under a twisted empire. This demon, in short, is bad news. It's bent on destroying everything, which is why it's aptly named the 'Devourer.' He needed to control this demon however, which is why he needs the elements of harmony, to put it into a docile state."

"Wait, how do you know this?"

"I can answer that too. I finally get what she meant by 'this happened before'. You see, in my world--"

"Wait, in your world?"

"Yeah, long story and frankly, I don't know how all started or why I of all critters at home am the one involved. As I was saying, in my world, some whack job opened a similar portal and unleashed this demon out on the planet, turning it into the wasteland it is today. Again, long story and we don't have much time for it. Basically we just have to stop this thing from coming in here and... well, killing everything."

"Wait--"

"What is it now?"

"What did Atlas mean by he was only trying to protect the hive."

"Ahh, well, if Sombra was successful in controlling this demon, it's as good as he's controlling the entire planet. If you have enough power, everyone's will can be bent. A birdie told me that Atlas only helped Sombra so that that power didn't touch anywhere near your territory. Instead, the love he would supposedly get from his new followers would be aimed at the hive to feed your kin."

"So he..."

"Sacrificed his own name, rank, and become the worst villain in changeling history? Yep. Don't worry about it, he knew what was coming."

"How can you just tell me to not worry about it?!"

"For the sake of avoiding an argument, I'll just not answer that. My name's Roy by the way. And we don't have much time by the looks of those clouds out there." Roy pointed outside where the sky was completely engulfed by crimson clouds illuminated by constant currents of lightning traveling back and forth.

"We're losing him!"

Ghost's mind ticked back to Jellybean. How could he forget about him?

Jellybean was in a horrible condition. The spikes drove through a couple of vital spots and these ponies hardly knew what to do, being so clueless to a changeling's anatomy.

"Jelly, stay with us! Hold on." What am I going to do? I don't know how to fix something this serious. Wait a minute...

"Siren. Come in Siren."

"This is Siren. What do you need chief?"

"Jellybean's in a critical condition. We need you up here now. We're at a tower overlooking the courtyard. The one with a busted roof. Hurry!"

"Zulu and I'll be there in a few moments."

Ghost was relieved to hear that Zulu was still alive. When he last had contact with her, they were being ambushed and he couldn't get a hold of her since.

"Alright, Roy--" Ghost turned around and saw that the blue changeling was gone. "Son of a..."

"Twiley!" Shining Armor shouted out as soon as he was out in the courtyard.

"Shining!" Twilight squealed in delight, running to her brother.

Felicity rolled her eyes at the sight. "What a sweet reunion." She diverted her gaze towards the number of bodies just lying there and leaking what fluids they could.

"Are you feeling okay?" Rook asked the mare.

Without looking at him, she simply said, "Yeah. Why'd you ask?"

"Well, everyone here is at least a bit disgusted with this sight, yet you don't even have the slightest twitch in your eyes."

"Where I grew up, I see much worse every day. You get used to it." The mare silently walked away from the group. Rook took it as a hint that she just wanted to be alone for a while.

With no one to talk to, he just roamed around, trying to see if he recognized any of the bodies. This proved to be a bad choice as he couldn't help but feel himself being torn apart inside. He was grateful to be alive, yet he felt like a gaping hole had just opened up, seeing that many of his kin dead, including the ferals. He couldn't help but feel like he'd abandoned them.

Applejack and Rainbow were helping the guards to see if there were soldiers still alive within the haystack of death. They were all too far gone to be helped.

Twilight was arguing with her brother, saying that he never should have left without her. Her brother argued back that he just couldn't take the thought what they were doing with the other princesses. It sent a wave of sorrow and nostalgia through Felicity, for reason only she knew.

The fight between the siblings was cut short by a buzzing in the air. The source wasn't visible until a certain blue changeling seemed to just materialize out of thin air and landed on a dismembered hoof, which he promptly reacted to by wiping his limb on the grass as if he had just stepped in something not to be mentioned.

"Where the hell have you been?!" Felicity burst out.

"I was busy." He replied as he scanned the field.

"Are you busy now? Cause maybe you'd like to tell us where you've taken our friends!"

"Ahh, Dashie. What a fine how-do-you-do you have there."

"Listen here mister-" Applejack stomped her hoof, "-you better be telling us where our friends are."

"Or WHAT?!" Roy challenged, "Your world is about to be blanketed by an evil your great grannies haven't even encountered. What could you do to me?" Satisfied by the silence from his outburst, he pointed out the sky plagued by the crimson-colored clouds. "Now a little birdie told me that Sombra has already taken enough power from your princesses to open the demon gates. Anyone know where the demon gates are? Cause he forgot to tell me that detail."

"The gate is the entrance to the city," a mysterious voice chimed in. The owner of the voice was a blue unicorn wearing a hood over his head.

"Who are you?" Felicity asked the stranger.

For some reason, Roy walked behind Felicity. "He's the little birdie."

The strange pulled back his hood to reveal a pair of light purple eyes and a mane as white as snow.

"Forsight?!" They all chorused is surprise.

He gave little emotion to their disbelief, having much more pressing matters at hoof.

"Give me one good reason why I shouldn't turn you into a pile of ashes." Felicity took an aggressive step but that was as far as she could go as Roy had pinned her tail to the ground with his hoof.

"What are you doing here, you backstabber?" Rook was ready to crush Forsight's neck against the earth to pay him back for luring them into that pitfall.

"Foresight, you know them?" Twilight inquired.

"Yes, princess. I had a part to play in bringing them here."

"A part to play?! I'll give you a part to play, it's called the burnt bastard!" Felicity outstretched her hoof and pulled a small lever in her gauntlet, but was frozen stuck because of the trek through the blizzard. "Dammit! You're lucky this time, but as soon as this thing thaws out, you better hope you aren't within fifty meters of me."

Roy chuckled. "Alright, now that that's done with, Foresight would you mind explaining to these fine folks the reason of your intricate web of deception?"

"Of course." Foresight cleared his throat and looked each of the participants in the eyes, to make sure they were paying attention. "It is all a matter of history. Once in a world far different from our own laid a similar gate to the world of demons. A ruler tainted with it's dark promises sought to open the gates, much like what King Sombra is doing now. He succeeded and the infernal conquerors waged war against the world, killing off most of it's inhabitants within the first months that passed.

"The few that survived called upon powers not from their world to aid them. Our princesses of the sun and moon answered the call."

"Our princesses of the sun and moon? You mean Princess Celestia and Princess Luna?" Twilight was bewildered.

"That is correct." Foresight continued, "The royal sisters heeded the call and entered the portal that appeared within their castle. They were greeted with praise, for their abilities were unnatural in that world. They were treated as gods. As saviors. When the battle against the shadow king ended, the princesses destroyed the portal so a tragedy like that wouldn't happen again. Three crystals were extracted from the gate which were thought to be the keys to open the gates. One was left on that world, Haven. The royal sisters, and the few who fought alongside them were called 'Paladins', holy warriors that liberated the world from demons."

"Yeah, I seem to remember some of that. The lore, I mean... Go on." There was a stutter, but no trace of surprise in Roy's voice.

Foresight nodded and went on with the tale. "Because of their invaluable help, the paladins pledged on their blood that should Equestria need help, they would gladly lay down their lives to repay the debt. A link between the worlds was forged for that purpose, which explains these two." He pointed to Felicity and Roy. "But the sisters didn't leave unscathed, for the shadow king's blood was a curse. When they returned to Equestria, Celestia's curse was somehow purged from her, but Luna wasn't so lucky.

"The shadow king's curse found it's way into the mind of king Sombra. Slowly twisting him from the inside. He created a demon gate from the crystals of his empire. When the sisters heard of this, both of them fought Sombra alone since the power of the portal was too weak and unstable at the time to summon the paladins. So the sisters did what they could to give the portal time to recover since they knew that they would fail if they were alone. They banished King Sombra, but the king cast one last spell that brought his entire empire with him.

"And Luna's curse only grew. She started to get envious of her sister and well... that was how Nightmare Moon came to be. It was a hard, but necessary decision for Celestia to banish her sister. After Luna's banishment, she gave one of the crystals to a friend, and had all records of Haven, the demon gate, the paladins, and the Crystal Empire be purged. But the legend stayed, in the form of fairy tales."

"But if all the records were purged, how come you know all of this?" Twilight asked, accusingly rubbing her chin.

"Why, destiny has her ways for showing me her cards."

"Guess we'll be playing the paladins now, eh?" Roy laughed.

Felicity took a deep breath and sighed. "Since we're already here, might as well fulfill that blood oath. No other way from my perspective." She wanted to help, but that didn't mean she was ready to trust the ponies. No, they had to earn that trust.

"I live in Equestria too. Count me in." Rook was beaming a smile. The death of the swarm's soldiers will not be in vain.

A small group of changelings and crystal ponies marched to the courtyard. From the center emerged Ghost, Zulu and a heavily armored crystal guard. "Count us in. You would need all the sets of hooves you can get." The mixed soldiers behind him let out a shout of approval.

Rook was overjoyed when he saw Ghost and Zulu. He didn't think that even they could have survived all of this, but he was proven wrong.

"Shouldn't we find the princesses first though? They might need help" Applejack asked.

"We already did." Shining Armor shook his head, "Sombra had drained them too much. They are petrified in the dungeon, and they'll likely stay like that until they get their essences back from those crystals."

"But... what about the curse? If it affected the princesses--"

Roy put a gentle hoof under Twilight's chin. "Relax, the worst thing it can do is give us immortality... or sudden death... or explosive diarrhea, but the main thing is we stop Sombra, right? Besides, this place has something that we didn't have back home. Magic. I'm sure you can find a way to break any of this cursing mambo-jumbo."

"I'm not sure..."

"Well, when you make up your mind, we'll be at the gate. Let's go! We've wasted enough time with the history lesson!"

======

Everyone followed Foresight out to the field to get a look at the gate. It wasn't really all that threatening at the moment, just two red crystal pillars with three crystals strung across.

From there they could also see the area around the gate teeming with life. Ponies in full black kept a close eye out for any threats. The darkness made it difficult to see most of them so the area they thought was teeming with life could have easily been swarming with it.

At the gate, they could see three figures with one standing out from the crowd. It was Sombra, and it looked like he was preparing to cast the spell.

"We'll waste too much time going head on." Roy concluded, "Those are likely only shock troopers to slow us down."

"Why don't we use a small party to pull some of them away from there, make it easier to move close?" suggested Rook.

Ghost patted him on the back. "Good idea. Everyling willing to play the bait, come with me! We'll break their formation to the left flank so the rest can take advantage of the lower landscape on the right."

"Don't forget to keep your head on!" Roy threw a jab as the decoys broke away. He smiled as he saw Twilight, and her two friends joining in. "Where's your brother?"

"He took Luna's crystal to the dungeon. If anypony can figure out how to restore the princesses, it would be my brother."

Roy nodded and turned to the rest. "Alright, everyone follow Felicity's lead. Heads down and crawl as fast and quietly as you can when you are a hundred meters away. Rainbow."

"Yes?"

"We need to keep the enemy's eyes off of the ground as much as we can. I'm sure we can do it, after all the two of us stick out like a sore thumb out there. What'dya say, you game?"

Rainbow pumped her chest. "Is that all? You underestimate me."

Looking at the sky worriedly, Roy gave a nod and signaled Felicity to advance then elevated to the sky with Dash, using the clouds as cover until the others were in position. His increasingly worried expression didn't go unnoticed by his companion.