• Published 29th Jan 2018
  • 2,018 Views, 58 Comments

History Reimagined - Pun System



A few months prior, Starlight Glimmer drank a potion which showed the tragic demise of one of the worlds she affected when she sabotoged the first Rainboom. Now, she must undo the damage she's caused before it can get any worse.

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Ch. 9: Into the Clouds

“There you are!” said Rainbow Dash as Time Skipper approached her and Bon Bon. “I was about to send somepony to go get you.”

“Sorry. I didn't think stopping by my place would take that long. But it's a good thing I did,” she said as she levitated Lightning’s letter out of her saddlebags.

The aura around the paper shifted from cyan to royal blue as Bon Bon held it up for the two of them to read. It wasn't long before she raised a hoof to her face, while Rainbow Dash groaned and rolled her eyes.

“You’ve got to be kidding me,” said Rainbow Dash.

“I wish I were,” said Time.

Bon Bon shook her head. “I hope she stays out of our way. This is a delicate operation, and one major incident could spell disaster for all of us.”

Limestone Pie approached and saluted. “Ursa Company’s unicorns and pegasi are ready, General.”

“Good. Start pairing up unicorns with pegasi. We’ll head up as soon as we can.”

“Yes, ma’am,” she said before walking over to her sister.

“So, how do you plan on converting the Green Changelings into Blue Changelings?” asked Time Skipper.

“Using changeling magic.”

“No, I mean, what makes you think they’ll be ready to listen and give it a try?”

“Changelings live off of love. I’ve been living off of Rainbow Dash for the past few months, and off of Lyra for years before that. Once we get them subjugated, Rainbow and I will present them with their choice.”

“Me?”

“Yes, you,” she said with a smile.

“And if they don’t accept?”

“If they still support the Queen, they’ll become prisoners of war. We’ll put them in cocoons and bring them back with us after the operation is over.”

Pinkamena walked up to them and saluted. “Ursa Company is ready to move.”

“Well, no use waiting around,” said Rainbow as she adjusted her alchemic horn. “Let’s go.”


Rainbow flew over a cloudbank, Time Skipper on her right and Bon Bon on her left. The trio landed atop the Wonderbolt Academy’s largest building. Rainbow trotted over to the door and motioned for the others to follow. She dropped down on top of one Wonderbolt, and Bon Bon dropped onto the second one. Both applied paint to their target, and both were revealed to be changelings. Time threw up a shield around the five of them. “Shield of silence. They can’t hear us outside.”

Bon Bon flipped her Green Changeling onto his back and drove her knee into his gut. The changeling grunted and went limp. She then began using her magic to envelop him in a translucent blue cocoon. Rainbow’s changeling struggled beneath her, so she repeated Bon Bon’s maneuver. Once Bon Bon had finished, Rainbow passed off her changeling.

As she finished with the second changeling, some of Ursa Company arrived. Each pegasus carried a unicorn, save one, who carried a pink earth pony with straight pink hair and three slash marks across her face. “Major Pinkamena Pie reporting for duty. Beta Team is yours to command, General,” she said as she was lowered onto the cloud.

“Alright. In we go,” said Rainbow. Bon Bon motioned for two unicorns to retrieve the two cocoons. Pinkamena positioned herself to buck the door open.

“Wait.” Time approached the door and stuck her horn into the lock. “This will be quieter.” Her horn glowed briefly, then the door clicked. “We’re in,” she announced.

Rainbow pulled the door, and sure enough, it opened. “How’d you—” she trailed off.

“Lockpicking spell.”

She nodded approvingly. “Not bad.”

“Just don’t use it on base,” said Bon Bon.

“Yeah, what she said.”

“I can behave myself,” Time said defensively.

The group entered and began making their way down the hall. Time lit her horn, and Bon Bon did the same. Rainbow blinked and raised her right wing, setting an aura on her alchemic horn. A moment later, she magically unsheathed her sword and moved it to a defensive position in front of her, all without touching it. She smiled slyly at her new magic.

The soldiers rounded a corner and saw a Wonderbolt guard standing in front of a door. When he saw their group, he gave them a panicked look. He raised his hoof to knock on the door, but his hoof was enveloped in a cyan aura. He inhaled to speak, but his mouth was held shut by a blue aura.

When he drew his crossbow, Rainbow sprang into action. She raised her other wing, and the crossbow began to glow with a magenta aura. She extended her wing more fully, and the crossbow jerked off to one side. She pulled her wing backwards, and the crossbow flew out of the pony’s grip towards her.

Time teleported beside him and applied paint. His armor and coat reverted to black chitin as he was forcibly shapeshifted before their eyes. Bon Bon approached, magically dragged him away from the doorway, and began creating a cocoon.

Rainbow took the crossbow by the strap and slung it across her shoulder. She pointed to Time Skipper, then to the door. She made a circular motion with her hoof, and the rest of the soldiers took up defensive positions, three of each race on either side of the door.

Rainbow nodded at two ponies on either side of her. They came into the middle of their area and took up positions beside her. Rainbow drew a descending arc through the air with her hoof, and the unicorns lit their horns. She looked back at Time and nodded. Time leaned towards the door, lowered her horn to the keyhole, and picked the lock. She stepped out of the way and looked over at Rainbow when she was finished. Rainbow set an aura on the doorknob, twisted it, and threw the door open.

The unicorns raised shields and charged in. “Hostiles, right!”

“One in the corner!”

As the the two pegasi entered, Rainbow heard spells discharging. She was the fifth one into the room, and already one changeling was down. A unicorn magically detained a second, and a pegasus physically struck a changeling who closed to melee range. The fourth changeling shielded himself into the corner of the room. Bon Bon, who had entered behind Rainbow, put a shield around the Green Changeling’s shield, effectively trapping him.

“What’ve we got?” asked Bon Bon.

“Three captured, one down. Unconscious, I think.”

Rainbow watched Bon Bon survey the room. The room contained four of green cocoons in one corner, a rack of glassware along the wall with the door, and a window opposite it. Behind them was a second rack of glassware, this one holding containers full of a bright pink liquid. Upon seeing these, Bon Bon expressed disgust.

“Keep the other two detained,” she said to the unicorns. Each soldier formed a shield around one of the changelings. “You two, go get the cocoons in the hall,” she instructed the pegasi. They left and returned with the three blue cocoons, which they placed in the corner with the green ones.

“I need all nonessential ponies outside,” she said as she glanced at the pegasi. They departed again, leaving only the two unicorns, Rainbow, and Bon Bon.

Bon Bon turned her attention to the changelings. “If I were more like Chrysalis, you'd be dead by now.” One of changelings buzzed his wings. “You're lucky I'm not,” she snapped back. “You see, Queen Chrysalis is wrong,” she said as she walked over to the rack of filled containers. “This is not love. These rations you extract from ponies, this ‘liquid love,’ it's not true love,” she said as she levitated a vial off the shelf and rolled it over in her magic. “True love isn't something you can steal. True love is given. You don't need these any longer.” She removed the stopper and dumped the contents onto the floor. The changelings hissed and pressed against their shields.

“It's not your fault. You've never been given any other choice. What if I told you that you could get more love by befriending ponies?” she asked as she walked into the middle of the room. “What if I told you that Rainbow Dash has sustained me for the past few months?” she said as she levitated her canteen from her saddlebags and washed the paint off her hoof. Rainbow watched as she turned to face her. “Would you believe me if I told you that changelings and ponies—can love?”

Did she just say ’love’? Rainbow asked. Before she could react, Bon Bon morphed into a cream-colored earth pony, leaned in, and kissed her.

“Mmm!” she exclaimed in reaction to the surprise kiss. She glanced around the room to see several surprised changelings and a pair of even more surprised ponies. She looked at Bon Bon. Her eyes were closed, and she certainly wasn't holding anything back. She stepped forward with two legs, and raised a third to cradle the back of Rainbow's head with a hoof.

Bon Bon’s lips worked Rainbow's until her initial surprise wore off. Rainbow raised a hoof to Bon Bon’s foreleg and began kissing her back. As she did, she noticed that they began to glow with a faint blue aura. She felt her cheeks flush as she moaned and very slowly blinked. The sword she had been levitating clattered against the ground. She didn't even care. This moment was worth it.

When the pair ended their kiss, Bon Bon pressed her forehead against Rainbow's. “Thanks for the demonstration,” she said with a wink.

“Any time,” Rainbow said with a smile as she raised a hoof to Bon Bon’s face.

Bon Bon mirrored Rainbow’s smile as she returned her hoof to the ground. “That is love,” she announced. “Did you feel it?”

“That didn’t feel anything like what we’ve been taking from these ponies,” said the changeling in the corner.

A second changeling chittered and buzzed at him, and the other changeling dropped his head and ears. Bon Bon rolled her eyes. “I speak Hive Tongue, so it doesn’t really matter that your superiors told you to stop speaking in Ponish around ponies.” She turned her attention back to the changeling in the corner. “True love can’t be forced. Rainbow volunteered her love. Just like pony food comes in a wide variety, so does love. Everything from comradery to friendship to romance.”

“You mean you changelings have never had a friend?” asked one of the unicorns.

“I—I guess not,” said the first changeling.

The unicorn stallion approached. “Do you want to be friends?”

“See?” said Bon Bon. “You’ve already got a pony ready to be your friend. All you have to do is renounce Chrysalis.”

The changelings gasped. “You mean…”

Bon Bon morphed back into her changeling form. “bzzz-zt/ch-zz/ck tzz/chk.

“That’s treason!” shouted the changeling in the corner.

“Chrysalis killed a king, a changeling prince, a changeling princess, and three Equestrian princesses. I’m not the treasonous one.

“Chrysalis will turn her back on each of you if you choose friendship and love over her rule. She relies on keeping you in a state of near-starvation so she can use you to conquer other kingdoms,” she said, gesturing to the rack of liquid love. “If every Green Changeling knew how much love is freely given in Equestria, Chrysalis wouldn’t have a single subject.”

bzzz-zt/ch-zz/ck tzz/chk!” said the first changeling. A second changeling followed shortly after. One at a time, each of the changelings was enveloped in ethereal, sky-blue tendrils which quickly formed a chrysalis around each of them. A few moments later, the changelings emerged from their chrysalises not as Green Changelings, but as Blue. Bon Bon smiled and leaned forward as she buzzed her wings.

“What about you?” the unicorn asked the three changelings in the cocoons. Two were still unconscious and didn’t respond, but the third pressed his hooves up against the wall.

“Put a shield around him,” Bon Bon instructed. “Cocoons are filled with sedatives meant for use against a wide variety of species. If he’s going to use his magic, we’ll have to get him out of there.” The unicorn raised a shield, and Bon Bon used her magic to split the cocoon open. The changeling experimentally buzzed his wings, flinging goop onto the inside of the shield. He spoke Bon Bon’s phrase, and it wasn't long before he also was a Blue Changeling.

That left one conscious changeling. Bon Bon approached him, but he chittered at her in Hive Speech. Bon Bon growled and replied in kind. Her ears folded back as she rose into the air. She lit her horn and levitated the changeling, then nodded at the unicorn holding the shield. He lowered the shield, and Bon Bon sent the changeling hurtling towards her. She kicked with a hind leg, connecting just beneath his girdle chitin. He grunted and fell to the ground before tucking in his legs.

“Lower the other shields.” The unicorns acted on her orders, and the three new Blue Changelings were freed. “Put this one in the open cocoon,” Bon Bon instructed as she pointed to the Green Changeling.

“Yes, ma’am!” said the new Blue Changelings.

One changeling turned back after a couple of steps. “What about the Wonderbolts?”

“What about them?” asked Rainbow.

“Should we get them out of their cocoons?”

Rainbow gave the original green cocoons in the corner a more detailed inspection. There were ponies inside. “Yes,” she said, “Get them out.”

“Where are the rest?” asked Bon Bon.

“They’ve already been taken to the blimp,” replied a changeling.

“Horsefeathers,” Bon Bon cursed. “We’ll have to sneak aboard.” She raised a hoof to her chin as she eyed the cocoons. “Try not to damage the green cocoons too badly. We may be able to use them to sneak aboard.”

“Where’s Spitfire?” asked Rainbow Dash.

“She’s the leader, isn’t she?” asked one of the Blue Changelings.

“I think we actually missed that one when we were putting them in cocoons,” said another Blue Changeling as he lifted the top off of a cocoon and helped a pegasus out of it.

“Heh. ‘That one’,” Rainbow repeated.

“I can show you where she is.”

“How about you tell us instead,” Rainbow said. Bon Bon turned her head just enough to look at Rainbow out of the side of her eye.

“You don’t trust them, do you?”

“They were Green Changelings two minutes ago.”

“They are bound by their choice.”

“Bound—by their choice? Those things are opposites. What if their next choice binds them to somepo—someone else?”

“Chrysalis would have to re-convince them that what she’s got is better than what you gave me just now.”

Rainbow cocked her head. “They’re one decision away from siding with the enemy!”

“Aren’t we all?”

Rainbow opened her mouth to speak, but stopped as she thought over Bon Bon’s words. “Ye—Well—That’s—” Rainbow lowered her head and squinted as she tried to make sense of the situation.

Bon Bon smiled as she crossed the room towards the green cocoons. “I know. It’s complicated. It involves free will and magic incantations and a little bit of mind influence, but basically it’s a major choice that subconsciously influences a bunch of other choices.”

“Can changelings ever lose their ability to choose?”

“The more times a changeling flips sides, the harder it is to flip again. In order to override the previous alignment, the incantation has to be stronger each time. You should see if Applejack’s willing to talk about her experiences. Chrysalis had to bite her twice. Once was enough to influence, twice was enough to dominate.”

“But break the horn, and it all goes.”

“That’s—a less than preferable way to do break the alignment spell, but it is one way.”

By now, all four green cocoons were empty. Rainbow recognized Fleetfoot and Misty Fly, but didn’t recognize the pink mare or the pale green mare. “We’ll need to get these four to the armory, then we’ll need to go get Spit—”

A unicorn outside fired a blast of magic. “We’ve got something!” he shouted.

Rainbow and Bon Bon exchanged glances. “You three, stay here for now,” Bon Bon instructed the changelings. “Watch the prisoners.”

“What about Spitfire?” asked one of the changelings.

“Fine. The other two of you, watch the prisoners.”

“Are you going to be our commanding officer, General?” asked Fleetfoot.

“Until we find Spitfire, yes.” It was nice to know some of the Wonderbolts still recognized her title.

Fleetfoot snapped to attention. “Second Lieutenants Fleetfoot and Misty Fly, Private First Class Vapor Trail, and Private Clear Skies reporting for duty.”

“Alright,” Rainbow called, “everypony out into the hall.”


Time Skipper was standing by the door when a pair of pegasi exited the room and retrieved the blue cocoons. She thought she recognized one of them. She could see that the mare had a navy coat and white hair, but her cutie mark was hidden beneath her uniform. She made eye contact with Time as she walked past, then quickly looked away. Was that— she asked before mentally trailing off.

The pegasi came back out of the room a moment later, and Time approached the navy mare as she took her place behind one of the unicorns. “Hey,” she began in a low voice. “Sorry. I have to ask. Are you—Night Glider?”

The mare turned her head to face her. “Yes, ma’am. What are you doing up here, ma’am?” There was on her face that suggested she was trying to repress her emotions.

“Oh, I’m just a civilian. You don’t have to call me ‘ma’am’,” she said with a dismissive wave of her hoof. “I’m here because Princess Luna told me in a dream to help the Wonderbolts.”

Night narrowed her eyes. “You know she’s been dead for almost a year, right?”

“She knew how to survive without a body from when she was Nightmare Moon. She even has limited abilities to communicate.” Time looked away. “But I’m afraid her communication with us is just about over. She’s getting weaker each time she uses her abilities.” She looked back at Night Glider to see that the mare was looking off into the distance. “I hope I’m not boring you.”

“No, no. It’s just—you’re the other Starlight Glimmer, aren’t you?”

“Yeah. There’s two of us now. I’m the one from the other world. I’m going by Time Skipper now so ponies can tell us apart.”

“You know the other me back home?”

“Yeah. How’d you end up in Ursa Company?”

“There was—an opening, if you know what I mean.”

Time lowered her head and nodded her understanding. “Where’s everypony else from the village?”

“Most are civilians living in the refugee sector. Double Diamond volunteered and got put on the northern border. Party Favor is—somewhere,” she said as she looked around. “Must be in the room.”

“You got into Ursa Company together?”

“Yes, ma’am,” she replied with a smile. “Sorry about the ‘ma’am.’ It’s the first habit they teach in basic.”

Time Skipper smiled. “It’s fine. You don’t have to apologize.”

A moment of silence passed before Night spoke up again. “Where’s the other Starlight?”

“She’s staying with me. We live just off base. When I first got here, they thought I was a changeling, so they put me under house arrest. I’ve been living there ever since.”

Before Night could reply, a unicorn fired a blast of magic down the hall. “We’ve got something!”

The two unicorns on that side of the door raised shields as the three pegasi drew their crossbows.

“Don’t shoot!” called a female voice from down the hall.

Time’s ears pricked. “Show yourself!” she ordered. After a tense moment of waiting, a teal mare with gold hair stepped around the corner. Time Skipper eyes widened, then she set her jaw. “Lightning Dust.”

The mare laid her ears against her head. “So… you were expecting me.”

Time trotted toward her, but one of the unicorns put his hoof on her chest. She leaned back and returned her hooves to the ground, then put a shield around the figure in front of them. The unicorn lowered his hoof to the ground, and Time approached Lightning Dust as she pulled a jar of paint out of her saddlebags. She levitated a blob of paint out and passed it through the shield. She smeared a streak under each of Lightning’s eyes, then returned the excess to the jar. Nothing happened.

“Guess you got my letter.”

“Lightning, what are you doing here?” Time asked.

“Mind if I ask you the same thing?”

Time rolled her eyes as she pulled her paint back out and painted her own face. “We’re trying to free the Wonderbolts—” she started to glow, but she ignored it, “—from Chrysalis. What are you doing?”

“Same thing. I’ve taken out two bugs already. Any idea where the Wonderbolts are being held?”

“Lightning, you’re—”

“—trespassing on a military installation,” Rainbow interrupted.

“I was going to say, ‘a civilian,’ but that works too.”

“And what are you?” Lightning asked Time.

“Well, I—” Time paused, looked Lightning square in the eyes, and continued. “I’m the student of Princess Twilight Sparkle.”

Bon Bon approached and stood between Rainbow and Time. “Lightning Dust, you’re threatening to compromise the stealth of this mission.”

Lightning laid her ears against her head. “I didn’t know you were coming so soon. I thought—” a look of confusion spread across her face. “Rainbow Dash? Why did you come to rescue Spitfire’s soldiers?”

“I know Spitfire and I don’t agree on everything. Obviously. For instance, disciplinary ac—Why are you trying to rescue Spitfire?”

“Because she's fighting the chang—” her eyes darted over to Bon Bon, “—the Queen.”

“You're not a soldier anymore,” Rainbow countered.

“I want to help,” Lightning said as she laid her ears against her head. “I want to be part of this fight.”

Starlight approached Lightning Dust in the shield. “Why would you try to rescue the mare who tried to execute you?”

Lightning sighed. “I know Spitfire can be harsh, but the Wonderbolts’ days as aerobats are over. We're—They’re—soldiers now. It's their job to kill. If you mess up an aerobatic stunt, you get chewed out after the show. If you mess up on the battlefield, ponies die. Am I happy Spitfire almost executed me? Course not. But—I understand why she would,” she said as she hung her head. “She needed somepony to make an example of, and I was the half-feathered foal who made that horse-feathered tornado.”

Rainbow Dash shook her head. “Spitfire’s got you whipped.”

“No she—Maybe—I don't know. It doesn’t matter. Somepony died because I bucked up.”

“What are we going to do with her?” asked Bon Bon. “We can’t have her running around while the operation is underway.”

“Lightning Dust, if I take this shield down, do I have your word that you’ll stay with me?” asked Time Skipper.

“Yes,” she replied without hesitation.

“See? Problem solved.” Time lowered her shield and Lightning stood next to her.

“You keep your eyes on her,” Rainbow ordered. “She’s a loose bucking cannon.”

Lightning’s ears flattened as though she was genuinely hurt by the accusation.

“She just—does things a little differently,” Time said. “I know what that’s like.”

Rainbow snorted as she walked on, four Wonderbolts and two Blue Changelings behind her, only one of which had shiny wings. “You two stay in the room. Bon Bon and I are headed to the armory to get these ‘Bolts their gear back.”

Time and Lightning turned towards the room. “Thanks,” Lightning said just above a whisper. “For believing in me. For giving me a second chance.”

“Don’t mention it,” she replied with a wink.


A Blue Changeling opened the door to Spitfire’s quarters before ushering in Rainbow Dash, Bon Bon, and the three Wonderbolts. “I don’t see her,” Bon Bon said.

“She’s inside the locker,” announced the Blue Changeling.

Rainbow stifled a chuckle.

Bon Bon glared at her. “You think this is funny?”

“Yeah,” she replied. Bon Bon’s lowered her eyebrows a little further. “I mean, a little.”

“So,” said Fleetfoot, “anypony know the Captain’s combination?”

I was going to ask you,” said Bon Bon.

Rainbow approached the locker, turned her back to it, and raised her metal leg. “This’ll do the trick.”

“Rainbow, no!” Bon Bon called.

“Do you want this thing open or not?”

“You’ll buck the door inward. Into Spitfire.”

“A few scratches never hurt anypony too bad,” she said with a smirk.

Bon Bon shook her head. “You’re enjoying this far too much,” she said as she approached the locker.

“Buck yeah I am!”

Bon Bon squinted at the door as she examined it closely. She lit her horn, and the locker creaked and rattled. Then, there was a noise inside the locker, like small metal objects hitting a sheet of metal. A few moments later, the door fell off, hinges and all.

Spitfire squinted and squirmed about inside the locker. “Hold on. She’s stuck,” said Bon Bon.

Rainbow could barely hold back her laughter. Bon Bon lit her horn and set an aura around Spitfire. “They stuck her to the back of the locker. And they sealed her mouth.” Bon Bon pulled Spitfire, but she barely moved. She extended her aura to include the sticky substance behind her, and pulled Spitfire out of the locker. Almost immediately after being pulled free, Spitfire crossed her hind legs. She looked as if she was in pain.

Bon Bon set Spitfire down and set to work on removing the goo over her mouth.

“Captain, are you alright?” Fleetfoot asked.

Bon Bon had hardly gotten Spitfire’s mouth free before she spoke up. “Get me to the nearest restroom, ASAP.”

“Y—Yes, ma’am,” she replied as her eyes darted off to either side for a moment. She and Clear Skies approached on either side of her and put a wing around her withers.

Rainbow put a hoof over her mouth and turned her head aside as she fought against the urge to laugh.

“Rainbow…” Bon Bon said.

“I’m sorry! I can’t help it. She—She—”

Spitfire’s ears had been laid against her head since she’d been freed from the locker. She squinted one eye open to look up at Rainbow as she hobbled towards the door on three legs. Her face was a deep red. Even the Wonderbolts helping her were starting to blush. The trio made it to the door, followed by Vapor Trail and the Blue Changeling.

Rainbow stepped forward to follow, but Bon Bon stepped between her and the door. She didn’t even need to say anything; Rainbow knew exactly what the gesture meant. She turned and faced away from the door. She took a few deep breaths, then turned back around. After one look at Bon Bon’s face, Rainbow lost it. The fit of laughter caught her completely off guard. By the time she got her laughter back under control, she had let out a string of bellowing laughs. She collapsed onto a nearby chair, leaning on it for support.

Bon Bon shut the door and approached her. “Are you trying to get us caught? Have you forgotten that we’re on a covert operation?”

“I—I’m sorry! I—I can’t—” she tried to force a laugh back into her throat, which produced an obnoxious, honking laugh instead.

“Rainbow, you are going to get us caught and killed! Do you have any idea what Chrysalis will do to me if I get caught?”

“I’m sorry,” she said between gasps. “I’m sorry, Bon Bon, I—” Bon Bon turned her back towards her and walked a short distance. “Hey, I’m sorry,” Rainbow said in a softer tone, finally managing to collect herself. She rose to her hooves and approached her. “Bon Bon… I’m sorry.” She stood beside her and wrapped her in a wing. “I’m sorry. She was just—Oh, my gosh. It made my stomach hurt.”

Bon Bon sighed and looked over at Rainbow. “Please don’t do that again.”

“I—” she chuckled once involuntarily, “I’ll try. No promises, but I’ll try.”

“Rainbow Dash,” she cooed as she rubbed the temple of her head against Rainbow’s chin, “please do more than try.”

Rainbow’s heart sank. “I’m sorry. Gosh, wha—It was just—I’m sorry.”

“We’re trying to get Spitfire back on board, not push her further away. I’m not the one you need to apologize to.” Bon Bon brushed Rainbow’s wing aside and headed for the door.

Rainbow hung her head. She felt sick to her stomach, and this time, it wasn’t from too much laughing.


Under cover of darkness, four Green Changelings carried four green cocoons towards a cloud formation. It wasn’t really a cloud formation, but rather a blimp disguised to look like a cloud. It was at an elevation above any of the Wonderbolt complex or the city of Cloudsdale, so the topdeck was still undisguised.

Bon Bon, disguised as a Green Changeling, didn’t see the actual balloon. She looked up to see a cloud that looked vaguely like a hoofball. Looks like that’s the balloon.

The four changelings landed on the deck, and approached the hatch that opened to the deck below. As they did, two nearby barrels morphed into Green Changelings—real Green Changelings. Bon Bon was in the back; she was imitating a changeling. The other three were the correct changeling; they were just Blue Changelings now.

The changelings ahead of her bluffed their way past the guards, who opened the hatch before morphing back into barrels. Once below deck, Bon Bon closed the hatch and followed the others to an aft compartment of the airship. They passed a guard on either side of the door and entered a room which contained more cocoons than she cared to count. They were neatly stacked all along the walls, as high as the ceiling would allow.

In accordance with the plan, the first changeling dropped his cocoon and exclaimed in Hive Tongue, “They are getting out of cocoons! Come in and help!” The guards rushed in, and Bon Bon shut the door behind them. The four changelings neutralized the two quickly and quietly. Bon Bon coated the door frame in a blue-gray goo, effectively sealing the door shut.

“That will keep them,” she said to the other Blue Changelings. “You two, get these into cocoons. You, help to free ponies.”

The first ponies they freed were the four they brought aboard in the cocoons. Rainbow Dash, Time Skipper, Spitfire, and Pinkamena emerged from their cocoons in pairs.

“Let’s get to work,” said Rainbow.

“Keep it to a whisper if you’re speaking Ponish,” Bon Bon instructed. “The changelings have been told to speak exclusively in Hive Tongue aboard ship.”

“Got it.”

Spitfire drew a sword and got to work. Pinkamena followed suit. Time levitated a sword as well—it was quieter than using her magic on the cocoons directly. Rainbow alternately used her mouth and her magic to hold her sword. Bon Bon caught Time Skipper smiling at Rainbow more than once. That’s her first student, she thought to herself. Bon Bon looked to each of the three new Blue Changelings, and she smiled too.

The Wonderbolts were soon free, and without interruption. “Time to get out of here,” Bon Bon whispered. “Starlight?”

“Time Skipper.”

“Right.”

“Let me do a headcount.” She looked across the ponies as they sat in neat rows and columns. A moment later, she shut her eyes and lit her horn. With a flash of light similar to a camera’s flash, the world disappeared and reappeared. The ship was gone; the Academy was back. Bon Bon looked out a window to see the “cloud” sitting exactly where they had left it.

“So that takes care of the Wonderbolts,” Rainbow said. “What about the blimp?”

Time Skipper moved restlessly through the crowd of ponies.

“The blimp will be a bit harder,” Bon Bon began. “Luckily, we still have stealth, and now we might also have numbers at our advantage.”

Time stepped out into the hallway.

“That ship’s covered in changelings, inside and out. How do we get them all in the same place?”

“I have a better question,” said Time as she stepped back into the room. “Where’s Lightning Dust?”


Lightning had seen the changelings fly over to the blimp. She already knew where the armory was, and she had taken the opportunity to slip away from the other ponies and gear up. The changelings hadn’t taken much; their weapons were mostly magic-based. There was some armor missing; they probably wanted to study it so they could replicate it better.

A belt around her waist, a sword in the belt, a crossbow over her shoulder, and a helmet on her head. A flight suit would have taken too long to put on. She would have to make do without.

Lightning went out the back way and flew over the building. She came around to the cloud, and was surprised to see that the topdeck was still visible. As she approached, a few patches of clouds flickered with green light, and she heard the unmistakable buzz of changelings’ wings.

She sped up and drew her crossbow, but a blast of magic knocked it out of her hooves. She watched it sail away towards the ground. She decided not to draw her sword until she was close enough, or else she might lose that, too.

But she never got close enough. Two changelings grabbed onto her and pulled her down to the ship’s deck, where an armored changeling stood waiting for her.

As the two changelings forced her down onto her hind knees, the armored changeling unsheathed Lightning’s sword and tossed it aside. Lightning watched as it clattered along the deck.

“Did you really think it was going to be that easy?” he asked.

Lightning scowled. “Changelings are not welcome in Cloudsdale. Give my regards to your queen.”

The changeling’s eyes grew wide. He craned his head off to one side to inspect her cutie mark. “You… You used to be a Wonderbolt. Lightning—something… Dirt?”

“Every changeling this side of Canterlot will know my name after tonight,” Lightning said with a grin.

The armored changeling chuckled. “We’ve taken down all the Wonderbolts. Their files say you were discharged. They didn’t think you were good enough.”

“Their loss!” Lightning flapped one wing up and one wing down, twisting her barrel along its axis. She broke free from first one changeling, then the other. She spun a few more times, agitating the air. A small, thin whirlwind formed as she rose into the air, though not nearly as large or strong as the one she’d created in Fillydelphia. The changelings stumbled as they tried to secure their footing. She dropped out of the whirlwind on one side, and began flying in circles around it. The wind quickly strengthened, and the tornado sucked in all three changelings.

Lightning shot out of the whirlwind and skidded to a stop next to her sword. With nopony left to control the tornado, all three changelings were thrown against the back wall of the forecastle. Lightning grabbed the sword in her mouth and flew up towards the balloon—or rather, where she knew the balloon to be; it still appeared as a giant cloud since the changelings were covering it.

Lightning glanced down to see that the three changelings had risen to their hooves and lit their horns. The two changelings fired at her just as the third changeling flew between them and shielded himself, causing the bolts of magic to ricochet off in opposite directions. “Idiots!” he shouted. “You’ll hit the balloon!”

Lightning smiled. “Apprehend that mare!” the officer shouted from below. Several patches of clouds morphed back into changelings, and these changelings rushed to intercept Lightning Dust. Lightning swung her sword at one, downing him, but the others used their magic, holding her by her wings and by her barrel.

As a last resort, Lightning put her sword in her hooves and flung it at an exposed portion of the balloon. The spinning blade found its mark, slashing the underside of the balloon before falling back to the deck below. Lightning was close enough to feel the rush of the lifting gas across her face and mane. The changelings closed in and grabbed her from several angles.

“Patch up that hole!” the officer ordered. A second set of changelings morphed, green flames racing across their forms. Dust watched as the green flames immediately turned bright orange, and the air above her burst into flame. Within seconds, several more clouds morphed back into changelings as they tried to escape the inferno. At about the same time, Lightning felt an intense heat all over her body, and an incredible pain along with it. She felt like her whole body was in a furnace.

Lightning’s eyes closed reflexively, though still too slowly. She would have screamed, but her lungs were in agony. She felt air rushing past her—her first indication that she was falling—and flapped her wings. Her wings cut through the air with no resistance. Why can’t I feel my feathers? Lightning thought about that for a moment, then realized the answer. Oh buck!

The next thing Lightning felt was a hard blow to the top of her head.


Time Skipper, Rainbow, and Bon Bon galloped through the corridors of the Wonderbolt Academy. They rounded a corner, retracing the steps they had taken on their way in. As they exited the door, a flash of light illuminated the sky ahead of them. Then came the shockwave and the sound—the sound of an explosion. Time watched in horror as a blimp revealed itself, the balloon engulfed in flames. The bottom of the balloon was on fire. The gas around it was on fire. The top was on fire, and the lifting gas was escaping through the newly-burned hole in the top, creating a single plume of fire from the bottom of the blimp all the way through to the top. The blimp was losing altitude fast and listing towards her bow.

Something fell out from the bottom of the balloon and hit the deck. Two more fell, one onto the deck and one to the ground far below. Four more fell, then several more after that.

“That debris falling from the balloon is going to catch the rest of the blimp on fire,” Rainbow noted.

“That’s not debris,” Bon Bon said. “Those are changelings.”

Starlight covered her mouth with a hoof as tears came to her eyes. “I—I can’t watch any more.” She closed her eyes and turned her head, and Bon Bon placed a hoof on her shoulder. “Green Changeling or not, no one should have to go out like that.”

“I’m sorry, Bon Bon,” Rainbow said. “I know you were looking forward to—” she sighed, “gosh, that’s—darnit!”

“I—better head back in. The other changelings aren’t going to take this well.”

Bon Bon departed, her hooves softly falling on the cloudtops. Time cried as Rainbow stood beside her. “Blimps don’t just randomly explode like that,” she said. “Do you think that was Lightning Dust?”

“I honestly don’t know.” The light from the fire began to dissipate, and Time looked up. The blimp was just now slipping beneath the clouds, like the sun slipping below the horizon. “Let’s go get the rest of the troops. Let’s go home.”


Time Skipper fumbled with her key ring as she tried to unlock her front door. After several wrong keys, she managed to unlock the door and let herself in. She closed and locked the door behind her, then headed straight for her room.

She picked up the journal and began to write.

Dear Princess Twilight,

I’m sorry it took me this long to reply. I’ve been really busy lately with my work. But now I’m free for a while. I’m coming home.

Your faithful student, Starlight Glim Time Skipper.


Spitfire sat at her desk with her a hoof raised to her chin. When at last she spoke, she did so slowly and deliberately. “Thank you all for your report. You’ve given me a lot to think about. Dismissed.”

Soarin, Fleetfoot, Blaze, and Surprise stepped out of her office. Once the door had closed completely, Spitfire sighed deeply and sank her face into her hooves. She sat for several moments, letting myriad indistinct thoughts run through her mind—Wonderbolt protocols, her personal actions, Lightning’s actions, Rainbow’s intervention. Was it really her? How would we even know? The changeling airship went down in flames.

Spitfire pressed her face farther into her hooves. The thought of Lightning Dust sacrificing herself so nobly in such a gloryless way was nearly enough to break her, despite all her years with the Wonderbolts. I have to know, she thought. We have to launch an investigation, find her remains.

Then, there came an afterthought. Oh, Celestia. If that was her, then the Wonderbolt Academy was saved by the pony I tried to execute. Spitfire drew a quivering breath and, almost without realizing it, sniffed. She blinked, and became aware of the moisture gathering in her eyes. She scanned her desk for a box of tissues, though she knew she wouldn’t find one.

There was nothing she could do to stop the tears that were coming—the tears she would cry in secret and in solitude.

Author's Note:

"Pawns have names. ... [E]ven names like Lightning Dust."

--Rainbow Dash, History Lesson, "Homecoming"