//------------------------------//
// Chapter 63- Retaking Equestria: Part III 
// Story: Of Heaven and Earth 
// by Garuda IV 
//------------------------------//

As Prince Rutherford had expected, the closer they got to the castle, the greater the resistance they encountered. By the time his group of yaks and Twilight's friends had reached the castle gates, they were met with what they presumed to be the bulk of Chrysalis' remaining forces. As such, Twilight, Sunset, Starlight and Trixie all redirected their efforts from using their magic to throw objects at the oncoming changelings, to creating a magical barrier to help shield them and their companions from the barrage of magical blasts that were being fired at them. With the barrier being reinforced by an alicorn and several powerful unicorns, the changelings, seeing that their attacks weren't having any affect on it, were forced to forgo their plan and engage them in close-quarters combat.

However, once they got close enough, the barrier unexpectedly opened up, allowing for them to enter while keeping it away from their magic-dispelling amulets. This also had the misfortune of bringing them in close enough for the yaks and Applejack to engage them with their hooves, while Rainbow continued to terrorize them with her unmatched speed and spiked leather gauntlets.

"You know," Rainbow shouted as she knocked out another changeling, "this would be a whole lot easier if they'd just let us through. It's not like we really have any actual beef with these guys."

Rutherford charged ahead a few steps and jerked his head to the side, causing his massive yak horns to smack into a nearby changeling and tumbling off to the side.

"Rainbow Pony speak true, but if that were case, then yaks would not have as much fun," he said with a dissatisfied snort at the thought.

"But what about everypony and yak that got hurt?"

"Yaks used to it. Occupational hazard for doing what yaks love."

"When you put it like that, I guess you could say the same for us, too," Starlight commented. "After all, none of us would be here if we didn't know the risks going in and accept them."

"HAHAHA! EXACTLY!"

"Although, it would be nice if we could speed things along here before the army comes back," Sunset added. "As much fun as I'm having right how having my unicorn magic back, I'd rather not have to test my luck with the rest of them."

"In that case, the Great and Powerful Trixie has a plan. Everypony, shield your eyes!"

Lighting her horn in a brilliant white light, Trixie charged her horn for a moment to give the others a chance to look away. Seconds later, she unleashed the magic she'd gathered at the tip of her horn, creating a blinding flash of light that caused the onlooking changelings to fumble in their flight and either fall from the air, or knock into each other from being suddenly blinded by the unexpected bright light and tumble down to the ground.

Taking a moment to survey the area, despite the sounds of battle around them, thanks to Trixie's spell, most of the changelings that had targeted them were now laying on the ground, dazed and stunned.

"Yak impressed. Small Blue Pony did good job blinding changelings. Now, yaks can charge through and bring pony friends to castle. All yaks! Charge!"

With a collective shout, Prince Rutherford and the yaks charged forward, ignoring the changelings scattered amongst their path who were frantically scrambling to get out of their way. And while most succeeded in avoiding from being trampled, a few weren't quite so lucky as a part of them did get trampled over, but weren't in any life-threatening danger.

Seeing the number of injured changelings, Fluttershy stopped following her friends and looked upon them with sadness and sympathy.

"Fluttershy?"

Hearing her name, she looked back over to her friends, who'd stopped when they noticed that she had fallen behind.

"You all go on ahead. I'm going to stay here and help them."

"But, Fluttershy-"

"I'll be alright, Twilight. Besides, I can't just leave them all behind hurt and in pain like this."

Knowing she wasn't going to budge, Rainbow flew back over to her.

"In that case, I'll stay too. Can't leave you here all alone with all the fighting still going on."

Smiling, Fluttershy shook her head and began walking away to the nearest changeling.

"Thank you, Rainbow, but I'll be alright. Besides, they'll need your help more than I will."

"But-"

"Please, Rainbow Dash, trust me. I'll be alright."

Rainbow bit her lip as she nervously looked around at the group of groaning changelings before her eyes settled back on Fluttershy, who had pulled some sticks and cloth out of one of her saddlebags and began creating a stint for a changeling who had a broken leg.

"... if you're sure... and where did you get that saddlebag of medical supplies, anyway?"

"Discord gave it to me during Sol's speech before he and Eris left. And don't worry about me, I'm sure about this and will be alright." Fluttershy turned away from the changeling she was helping towards Rainbow with a reassuring smile. "Go."

Though hesitant, Rainbow caved to her wish and flew off back to rejoin the others ahead, leaving Fluttershy alone to tend to her patient. As she began to apply the stint, she saw the changeling she was helping look at her and begin to squirm.

"Don't worry, I'm not going to hurt you, I promise," she gently said to it before slowly applying the stint. "Now, please try not to move. I don't want to cause you any more pain than you already have."

Still unsure of her intentions, the changeling decided to get a taste the emotions Fluttershy was emanating which, much to their surprise, was filled no hostile intent. If anything, all they could taste from her were feelings of sadness, pity, worry, concern, determination, and most of all, a sense of caring and passion for what she was doing. And as the changeling laid there, surprised by the treatment this random pegasus was providing it, it looked around at the rest of its injured companions and could easily see that they, too, were feeling the same thing it did, and began to relax and wait for them to be treated. 





Catching back up with the group, Rainbow noticed a distinct lack of changelings guarding the interior of the castle. In fact, if it weren't for the hardened changeling resin that had been plastered all over the floors, walls and ceiling, one could mistake the castle for being the same as always. And she wasn't the only one to notice it.

"Ah'm not likin' the looks of this," Applejack commented as they continued running down the hallways towards the castle throne room.

"Not liking what?" Sunset wondered.

"Everythin'. Ever since we got inside the castle, we haven't met a single changelin'. Not ta mention that, apart from us and the commotion outside, Ah haven't heard any other sounds."

Rutherford hummed in thought. "Sound like trap to yak."

"What do ya reckon we do then?"

"Hah! Only one thing for yak to do!"

Applejack raised an eyebrow. "And that is...?"

"Yak spring trap!"

Picking up speed, Prince Rutherford and his yaks charged with an extra boost in their step until they came across the large pair of double doors leading into the throne room. Worried that they were going to bust the doors off their hinges, Twilight raised a hoof and was about to call out for them to stop, but stopped herself when she saw the yaks all stop less than a foot away from the doors with Prince Rutherford looking back at her inquisitively.

"Purple Pony Princess look confused," he noted.

"Sorry, but for a moment there, I thought you were about to charge through the doors."

"Yaks may want to smash and spring trap, but it would be rude to not show manners and knock first."

Raising a hoof, Prince Rutherford gently knocked on the door a few times before pausing for a brief moment and throwing the two doors wide open. Seeing no immediate sign of a trap, the yaks walked in and looked around, followed by the ponies, who recoiled at the changes that were made. Throughout the throne room, much like the hallways, there was hardened changeling resin covering the walls, floor, and ceiling. However, unlike the hallways, the resin had completely covered the entirety of the throne room, including the windows, which let bathed the room in a dim green light. But, perhaps worse of all, was the throne on the other side of the chamber. What was once a beautiful and regal throne had been coated over with hardened changeling resin, and reshaped to appear more akin to what Chrysalis' old throne used to look like. And there, sitting on that throne in the shade, a tall, dark form stared back at them with glowing green eyes.

"Twilight Sparkle. I should have known you'd come... and it would seem you've brought some new friends for me to play with."

Hearing the familiar, sinister voice, every pony and yak readied themselves. However, there was something noticeably different to her voice.

"So tell me, where is Celestia and her son?"

Taking a deep breath, Starlight stepped forward .

"Sorry to disappoint you, Chrysalis, but they're not here right now, so you'll just have to deal with us."

The glowing eyes narrowed. "Is that so? Well then, Starlight Glimmer, if I can't pay Celestia back for what she did to me, then I suppose I'll just have to take my anger out on you, instead."

"Why?" Sunset asked, stepping up beside Starlight. "What did Princess Celestia do to you?"

With sparks of magic crackling from her horn, Chrysalis stood up out of the shade of her throne and into the light. Though dim, the lighting was enough to cause the ponies to gasp when they saw that a majority of the left side Chrysalis' face was now covered with large, jagged scars and spiderweb cracks in her carapace, as well as her jaw appearing to now be out of alignment angled towards her right.

"Tell me, have any you felt your skull crack, or had your jaw hit so hard that it got dislocated and knocked out of its socket, hanging loosely like a dangling lump of flesh?!" she seethed. "Because I have, and ever since that day, I have spent every waking moment in a state of constant pain. Even our healers and my own magic cannot completely heal it... at least, not yet."

Chrysalis tapped her hoof against the resin-covered floor, causing it to echo throughout the chamber and down the hallways.

"Too bad for you, too, because if you had waited a few more weeks for me to completely heal it, I would probably be in a slightly better mood."

Seconds later, the sound of numerous buzzing wings echoed throughout the hallways, and were getting closer.

"What did you do?" Twilight asked, despite already having a pretty good idea.

"Oh, nothing much. Just calling my children to come and play with their new playmates."

"Ah knew there was somethin' fishy goin' on here!" Applejack exclaimed, whirling around towards the door with her shield at the ready. "She was waitin' for us ta come here so she could have her changelin's ambush us!"

"Ponies don't worry about changeling minions," Prince Rutherford spoke, gaining their attention.

"What do you- AHH!"

Before she could finish her question, Twilight yelped as she jumped out of the way as Rutherford and his yaks turned around and ran back to the hallway where they stood ready to fight.

"Yaks will cover for Ponies, keep door closed and guarded while Ponies fight Changeling Queen."

Slowly, Twilight gave an understanding nod.

"Thank  you, Prince Rutherford."

With a nod of his own and a grunt, Rutherford closed the doors, leaving Twilight and her friends alone with Chrysalis, who slowly made her way down from the throne with an ominous chuckle.

"You may not be Celestia or Sol, but I cannot deny that I have been looking forward to this for a very. Long. Time," Chrysalis said, licking her lips. "Now then, shall we?"

With a loud hiss, Chrysalis took flight as she charged, while Twilight and her friends shouted and charged Chrysalis.





Rarity frowned as Ember landed and let her off, allowing her to get a good look at the massive building before them. Immediately, she found herself disgusted that the entrance was covered in changeling resin, minus the large hole that she presumed that some dragon had created to enter the building.

"Oooh. They're going to pay for this," she grumbled, trotting away towards the hole with Ember catching up to her and placing a claw on her shoulder.

"Hey, just hold on a second here," Ember told her, causing Rarity to stop and look up at her with a glare. "Look, I get that you're upset about this, Rarity, but are you sure this is a good idea? I mean, I'm all for picking a fight because it's what we came here to do, but if we go in, we'll be goin in blind."

"What? Are you saying that you don't want to go in there?"

Ember shook her head and kneeled down to be at eye-level with Rarity.

"Trust me, I do want to go in there and beat up some changelings... but I also know that Spike wouldn't want us to act reckless and get ourselves hurt or worse because we weren't thinking straight."

Rarity maintained her glare for a few more seconds before closing her eyes and taking a deep, calming breath.

"Yes. You're right. We shouldn't be hasty with this."

Feeling her tense muscles relax beneath her claws, Ember rubbed her shoulder and let go of Rarity, believing her that she had calmed down enough to where she wouldn't do anything stupid. With them now in the same page, the two cautiously made their way through the hole in into the mall. Looking around, they saw that the inside was far worse than the outside with changeling resin lining both the first and second floors, walls, and ceiling, including the ceiling and, by extent, the skylights, causing the interior to be bathed in a dim green light.

"Well, this is a bit unsettling," Rarity commented as she produced a small light on the tip of her horn to help her see better.

"Yeah. It is."

Further into the mall, the sounds of some sort of commotion could be heard. Though, if they were to guess, it would probably be coming from the changelings who were trying to fend off whatever dragons had entered. Cautiously, they proceeded to head in deeper into the mall with Rarity leading them. Despite the remodeling that the changelings had done, Rarity had memorized most of the building's layout, including every store and their location. Using this knowledge, she led them to one of several possible places where the captive ponies could be held. Of course, as she thought and talked about it with Ember, one such location was actually located over towards where the commotion was coming from.

"It would explain why they seem to be focused in that area," Ember reasoned. "At least, judging by the sounds of the fighting."

"Well then, let's go see if we're right."

Following Rarity's lead, the two continued stealthily down the hall towards the sounds, passing by the scattered remains of dead changelings, several of which were lit on fire, producing the smell of burning flesh in addition to helping illuminate the surrounding area. As they got closer, they could begin to more clearly make out the sounds of fighting, as well as the grunts and growls of a dragon, coupled with the yelps and hissing of multiple changelings. Less than a minute later, they turned a corner to a darkened hallway where they were met with the sight of a dragon swiping a changeling with a claw, while using the other claw to thrust what looked like a broken flag pole through another, impaling it and flinging it off in a motionless heap.

"Oh, Celestia, I think I'm going to be sick," Rarity mumbled as she covered her mouth with a hoof in disgust.

Hearing the voice, the dragon turned its glare away from the fallen changelings to them, paused for a moment, then and approached. As it did, Rarity and Ember noticed that it stood a bit taller than Ember did, but it wasn't until it came out of the unlit hallway and into the light of one of the burning bodies that the two herdmates froze, now seeing orange spines, red scales, and most noticeably, the scarred claw marks across his chest and lack of wings.

"Oh, no."

Hearing her mutter, Garble's glare flickered between the nervous-looking pony who he recognized as Spike and Ember's pony mate, and Ember herself. As he did, his knuckles popped as his grip on the pole tightened, gaining their attention.

"Garble, what are you-"

Ember's question died when she saw Garble draw his arm back with the pointed end of the pole aimed towards her and Rarity, and threw it. It all happened before she could bring herself to react. One moment she was standing there, watching in slow motion as Garble threw the sharpened pole, and the next, she found the wind knocked out of her as Rarity leaped over and tackled her out of the way. Hitting the floor with Rarity lying on top of her, Ember recomposed herself and, fearing the worst of her herdmate, looked at the quivering mare laying on top on her... only to see her completely unharmed.

Confused, she did a quick lookover on Rarity, looking to see if she had been nicked at all, but as far as she could see, there wasn't any red on her white coat to be seen.

"Rarity? Are you alright?"

Hearing her name, Rarity looked up from her spot on Ember.

"I... I believe I am."

Not feeling any sort of pain, Rarity carefully got up off of Ember and turned her attention back to Garble, who was now starting to walk past them. Confused by what was going on, Ember and Rarity followed his movements and blinked in surprise when they saw a changeling laying on the floor with the pole embedded in their chest, right behind where they had stood just a moment prior.

"You two were careless," Garble mumbled as he pulled the pole up out of the corpse. "Almost got yourselves killed."

Standing herself up, Ember gripped the Bloodstone Scepter as she eyed Garble with caution.

"What are you doing here, Garble?"

"Your dad sent me here." The two blinked in surprise as he continued. "He told me that you wanted us dragons to help the ponies get their kingdom back, and saw this as a way for me to prove to him that I'm not a complete waste of scales."

Not quite believing him, Rarity's horn glowed brighter as she prepared a stun spell.

"And after everything you've done to us and Spike, why should either of us believe a word you're saying?"

Garble stared at Rarity for a few silent seconds before turning his back to her and Ember.

"I guess you can't... but I know that I can't beat Spike. He may have spared me during the Battle Royal, but if I tried to do anything to either of you, I doubt he'd show me any mercy. If I did, I'd be dead or have to spend the rest of my life running and hiding from him. That's also assuming Torch doesn't get his claws on me. If there is one thing you can believe in, then believe that."

Rarity and Ember shared an uneasy look with each other.

"So, does that mean you'll stop bothering us and be nicer to Spike?"

Garble snorted. "Don't make me laugh, pony. I have no intention of being nice to that little... to him... but, I did learn my lesson, so I won't bother him, or you two, anymore."

Not wanting to bother with this line of talk anymore, Garble began to walk away, but stopped, looked back, and pointed his pole to the doors at the end of the hall.

"By the way, those ugly bugs have your captured ponies just through those doors. Some of the other dragons went  on ahead to try and free them. Figured you should know."

With that, Garble turned the corner and left, leaving Rarity and Ember to process what had just happened.

"Well... I think it's safe to say that I didn't see that coming," Rarity finally said.

"Yeah. Me too," Ember agreed, turning her face away from Rarity to hide the small blush that was forming. "By the way... thanks for that."

"Hm? What ever for, darling?"

"You know... for... trying to save me and... yeah..."

Knowing how nervous and flustered she was probably feeling right now, Rarity took Ember's claw in her hoof and gently held it as she looked up in to Ember's eyes.

"Think nothing of it, Ember. After all, we are part of a herd, and herdmates always look out for each other."

Though she felt her cheeks warming up, Ember couldn't help but smile as she closed her claw around Rarity's hoof.

"Yeah... I'm starting to get that."

Giving her claw a reassuring squeeze, Rarity let go of Ember and walked alongside her as the two went to go help free the captured ponies.





The streets of Baltimare were filled with screams and laughter. While the screams coming from Chrysalis' changeling as they were struck down and tried to flee, the laughing came from Pharynx, who was reveling in the throes of combat. While he was content with helping protect the Hive, he had realized just how truly he missed this. Not only did he feel a sense of purpose again, but also true, unfiltered joy in beating waves of his enemies into unconsciousness.

While he was busy enjoying himself in his own world of fun, Spike and Thorax stayed side-by-side as they helped Pharynx fight off the oncoming wave of enemy changelings. With the magical enhancements provided by Thorax, Spike didn't have to worry about making contact with Chrysalis' changelings, since the throne shards wouldn't neutralize them. So, with their increased speed, durability, and power, Spike and Thorax became a blur as he darted between any changeling unfortunate enough to get close enough to him, and leaving a trail of unconscious changelings in their wake.

As they continued to fight them off, the oncoming changelings started to make use of their shapeshifting abilities, and began to shapeshift into manticores, chimeras, bugbears, and more... much to Pharynx's enjoyment. Deciding to have a bit of shapeshifting fun of his own, Pharynx forewent his normally favored transformation and instead turned himself into a maulwurf. Using its unusually tough hide to his advantage, Pharynx then proceeded to swipe at the oncoming changelings, taking them out one, two, three at a time with his massive, sharp claws, while using his powerful teeth to pierce the hide of any unfortunate enough to get caught.

"Oh, yeah! Who's up next?!"

Without waiting for a response, Pharynx charged on ahead in a fit of laughter, leaving Spike and Thorax to deal with the remaining few from this wave.

"Hey, Thorax," Spike called out, having just knocked out the last of Chrysalis' changelings that had attacked him, "do you think Pharynx might be getting a little too into this?"

Thorax glanced over to his brother with an uneasy look. "Yeah. Kinda looks that way, doesn't it?"

"... so, are we gonna tell him to dial it down or...?"

"I'm not really sure. He looks like he's having a lot of fun, and I'd hate to take that away from him."

"But what about the other changelings? I thought you didn't want to hurt them too badly, but if he keeps this up, he might start to accidentally kill them."

"I know, and I do feel bad for them, even though they do work for Chrysalis." Thorax let out a heavy sigh. "Alright. I suppose I should tell him to hold back a little bit. After all, we want to try and befriend them so they can join the Hive, not eliminate them."

"Thorax!"

Hearing his name being called, he and Spike looked up and watched as one of their changelings dove down and skidded to a halt in front of them.

"Yes? Is there something wrong?"

"Not exactly. We believe we found where the captured ponies are being held."

Both Thorax and Spike's eyes shot wide open.

"You did? Are you sure?"

"Yes. We could taste the emotions coming from them, and from what we could tell, there were a lot of ponies there. But their tasted off, like when we used to cocoon them."

"So where are they?" Spike wondered.

"Some place called the Baltimare Convention Center."

Spike shared a look with Thorax.

"I think I remember hearing about that place. It's a really big building with lots of windows. Plenty of places for us to enter from."

"Not quite," the changeling spoke, shaking their head. "Chrysalis' changelings have covered the entire inside of it with their resin, and have blocked off all the windows and doors inside. It took a while, but the others were able to create an opening and began entering the structure when I left to come tell you."

"Well, that's a relief," Spike sighed. "How long do you think it'll take them to save everypony in there?"

"Depends on how much resistance they meet, but hopefully not too long."

"Thank you for telling us this. You did a very good job," Thorax complimented.

"Thank you, sir. Will you two be coming back with me then to help assist in rescuing the ponies?"

"We will." There was a loud crash back behind them, reminding Thorax and Spike that they needed to first address Pharynx and his unbridled fun. "... right after I talk to my brother."