Equestria’s Changeling Queen and the Abyssal Empress

by vren55

Chapter 25: Into the Maw, The Battle of Vanhoover Part 1

A white front and boiler, gold trim, and purple flags and cab adorned the Royal Equestrian express, the steam locomotive designated for the Princess of Equestria and her entourage. Named The Duchess, the engine itself was powered by six drive wheels, but also supported by four smaller front wheels and two small rear wheels. Behind the engine was the coal and water bunker car, which was then followed by a series of white carriages with purple roofs and gold trim.

The Princesses and their entourage could have taken an airship for the entire way, but a train, especially an express one that would be travelling along clear railway lines, would be faster. Moreover, they had to take their escorts, as well as one hundred Venecian marines and their equipment with them.

As nervous as she was with what lay ahead, Celestia couldn’t help but gaze in awe at the engine and ask Alternia’s nephew, Blueblood, questions about how it worked. She had seen the trains, but hadn’t had the time to examine one up close.

“Steam powers the pistons, Blueblood?” she asked.

“Indeed, auntie, I mean, your highness,” said Blueblood, quickly correcting herself.

Celestia smiled at Blueblood. “I’ve told you before to call me Celestia, Prince Blueblood.”

Blueblood chuckled. “If you say so, Celestia.” The prince levitated a pocket watch out of his white tuxedo and glanced at the time momentarily. “Speaking of which, Celestia, it is about time for you to come to the radio station."

“What for—Ah, yes. The address,” Celestia said as she followed Blueblood to the broadcasting car on the train.

While they were worried about blowing the surprise on their attack, the Equestrians and the Aquestrians had agreed that since the news of their agreement and the reasons behind it was fairly well known, there was no point trying to hide their intentions. Thus, the princesses had agreed they would make a public address to Equestria to make them aware of the fact they planned to fight the Old One personally.

The address also had another purpose, of a more practical nature.

“Alternia, are you ready?” Celestia asked as she stepped into the broadcasting car, a jumble of neatly bound wires, tables with microphones, ponies sitting at desks looking at alien-looking machines, and her two co-rulers standing in front of the microphones set up for them.

Alternia looked up from her notes on the speech written by Blueblood. “Yes, although I have some doubts about this.”

Celestia was about to speak, but Luna, who put her notes down on her stand, beat her to it. “Alternia, have more faith in our ponies. This address will only reaffirm the love they have for you.”

Alternia managed a small smile. “We will know soon enough.” She turned to her adopted nephew. “Blueblood, how long do we have?”

“Fifteen minutes.” Blueblood glanced around. “Has anybody seen Cyndra by the way? I need to talk to her after the speech.”

Just then, Cyndra trotted in with a grim look on her features. “I’m here, but I need this cabin vacated now of anyone with less than Level Five clearance.”

The radio and broadcasting staff glanced at each other, but shrugged and moved out of the carriage. They were followed by the guards, and even Harlequin, leaving only Blueblood, Celestia, Luna and Alternia.

“Cyndra, what do you have to tell us?” asked Alternia.

Cyndra grimaced. “I just received a priority telegram from Admiral Marenitz in Canterlot and from my mother. REINS spies and my mother’s changelings who have infiltrated the cultists’ camp have discovered that there is another Old One and a priestess of unknown power.”

“Where?” demanded Celestia before a stifling silence could set in the room.

“That is where it gets puzzling. The Old One’s name is Yoth-Atal and she is not active. What we do know is that Ist’ytal, her loyal first priestess, some kind of monstrous sea creature leading an army on a wave, is an entity on this world and that the cultists were debating on whether to call upon her aid,” explained Cyndra.

“Debating whether to call upon her aid?” inquired Luna.

“We’re just getting details in right now, your highness, but it appears they don’t know if she’ll respond favorably. All we do know for now is that this Ist’ytal does exist and may be a factor in our forthcoming battle, depending on how closely aligned she is with Shi-Nihalar.”

The Equestrian triumvirate didn’t speak, only thinking deeply as they pondered this new information.

“Is it possible that Empress Tethys is Ist’ytal?” Luna asked in a wary tone.

Cyndra and Blueblood both inhaled sharply as Alternia grimaced.

Celestia bit her lip. “Considering how Ist’ytal seems to have several parallels to Tethys, this is possible. Nonetheless, I recommend we proceed with the plan.”

Cyndra’s eyes widened. “Princess Celestia, if Tethys is indeed a priestess of the Old One, then we might be walking into a trap.”

Celestia shook her head. “Remember Cyndra, the cultists who gave us this information did not know if Ist’ytal would actually help them, and seem in fact scared of her response. Moreover, if Tethys is Ist’ytal, I think she has committed quite enough resources to this operation to the point that I am satisfied of her devotion to this cause. Lying is not in the culture of kelpies and has never been in Empress Tethys’s nature, and she has told us a lot about Shi-Nihalar, offered the use of her capital, which is itself a highly valuable magical device, and promised her military support.”

Alternia nodded, slowly. “There is also the matter of her reaction to Shi-Nihalar once we found out about him. She immediately enlisted our help. The terms she offered to us were reasonable, not suspiciously enticing nor impossible to meet, and she was willing to clarify and negotiate for these terms. I also would like to point out that while I cannot read her emotions as well as others, she is concerned about Shi-Nihalar and so even if she is Ist’ytal, she is no friend of his.”

“I agree with those points,” Luna said, turning to face Alternia and Celestia. “I would also like to point out that considering Tethys is highly protective of her Aquestrians, it makes no sense for her to work with one that would and has mind controlled her subjects. We also must consider that her subjects such as Mareel, Ebb Flow and Typhon have shown they are worried about Shi-Nihalar and are willingly working with us to help kill him. If Tethys was to deceive us, she must have deceived her own subjects as well. She could do so, but it would be problematic due to the kelpies’ emphasis on honor and the fact that she’d have to deceive even her own most loyal subjects and confidantes.”

“So what should we do about this?” asked Blueblood.

“I think we’ll put reserves on standby to cover our retreat if Ist’ytal is not Tethys and she shows up to tip the scales against us. With that in regard, Cyndra should send a note to Caesar regarding this and recommend that he bring up a reserve regiment to cover our retreat should the need arise. The Cloudsdale Blues perhaps,” said Alternia.

“I agree. Also, someone send a message to the Aquestrians. They should know about this. Make sure that whoever sends it gauges their ambassador’s reaction as well as they can,” said Celestia.

Luna pursed her lips. “I am also in agreement. That being said, I would like to approach Tethys about this before the battle starts so that there are no misunderstandings or unpleasant revelations during the actual battle.”

“That would be wise,” said Alternia, Celestia nodding in affirmation.

“I understand, Auntie. Your highnesses, should I ask the others to come in?” asked Cyndra, still looking a bit worried.

Celestia glanced at her co-rulers. “Please do, Cyndra.”

Bowing quickly, Cyndra went out and the rest of the staff filed back in.

“Anyway, broadcast is in seven minutes, let’s get ready,” said Blueblood.

“Understood. Let’s hope this works,” said Alternia.

Across Equestria, ponies, donkeys, mules, griffons, minotaurs, and even zebras glued their ears to their radio sets. Gathering in town halls, houses, and community centres, they waited for the voices of their princesses. Even workers in factories and offices stopped their tasks, their employers not chastising them as they gathered around the radio.

There were also a fair number of changelings listening in. Some were Chrysalis’s and Belladonna’s changelings tuning into radios on the trains taking them to Vanhoover. Others were infiltrators from other hives, curious to see what the changeling princess of Equestria and her co-rulers would say.

At precisely eleven o’clock in the morning, a calm, raspy, but nevertheless serene voice filtered through thousands of speakers.

“Good afternoon, my little ponies. This is Princess Alternia.”

“Princess Celestia.” This voice was far less friendly, more firm, and filled with an almost martial spirit.

This was followed by another voice, said at a normal volume, and yet sounding almost like a declaration to the crowd.

“And Princess Luna.” All the way on the Pie family rock farm, Trixie and the gathered Pie family could hear Luna take a short breath.

“We have gathered here today to speak to you all about a matter of grave importance,” Luna said.

“As you have all undoubtedly witnessed and heard, the Primal God Shi’Nihalar is using mind control over innocent ponies of Equestria, forcing friends to turn upon friends, trapping them within their own minds,” said Celestia.

In Manehattan, Coco Pommel swallowed and nudged closer to Suri Polomare, who to the younger mare’s surprise reciprocated the action.

“Moreover, while extending his influence over the inhabitants of Equestria, he also rallies to his banner his servants, radical cultists who have long worshipped him in secret, and preyed on Equestria’s citizens in his name,” said Luna.

In Ponyville Hospital, a bandaged Big Mac and Granny Smith gripped each other’s hooves, as they listened in the hospital’s hall with the other patients, some of whom had been wounded in the Diamond Dog attack on Ponyville. Close to them, Scootaloo, Applebloom, and Sweetie Belle huddled together.

“We, the three Princesses of Equestria, plan to put a stop to this once and for all,” declared Alternia. “We have forged an alliance with Empress Tethys of Aquestria and together we all have agreed to take to the battlefield and personally ensure Shi’Nihalar no longer endangers Equestria, this world, and all those who live and breathe on it.”

There were mixed feelings at this pronouncement. Those at the Wonderbolts camp in Vanhoover glanced at each other in doubt as they heard this. Only Spitfire sat and stared at the radio, eyes narrowed behind her trademark shades.

“The chance that we will succeed is slim,” said Celestia.

“The chance that we will not speak to you ever again, is high,” admitted Luna.

Everybody could hear Princess Alternia taking a deep breath. “But in spite of this danger, we are all the same committed to this task. For we love Equestria, and we love you.”

That calm, matter-of-fact, and yet sincere pronouncement, preceded by Celestia and Luna’s admission that they might well not return, struck a chord in those across Equestria, and those also listening in Venecia.

On Vol Oros, listening to their portable radio in a shaded area of the palace, Twilight couldn’t stop the tears in her eyes, and neither could Sunset.

“I may not have known you all for long, and perhaps you may not listen to my words, but ever since my return to Equestria, I have loved her, and all those who dwell in her borders,” said Celestia.

Quickly, hooves from Twilight’s friends patted her shoulders. Fluttershy even gave her a hug. Sunset was left alone however, her head bowed. That was, until Typhon, a tired look in his eyes from being up all day, extended a tentacle to Sunset and patted her shoulder. The unicorn initially started, staring at the Prince for a moment in surprise, before smiling.

“I returned to spread eternal night, but I was forgiven by you all, and accepted with open hooves. For this mercy, I will repay you with my life if it is necessary,” declared Luna, even as Celestia looked at her with pride, and also a fair bit of worry.

“I have lied to you, and you still accepted me, and though I have known you for the longest, you continue to surprise me with your love, your friendship and your compassion.” Alternia smiled, closing her eyes. For she could feel the love of her subjects flowing into her from Twilight and her friends in Vol Oros, from the Ponyville villagers, from those in Canterlot, and from every one of Equestria’s many inhabitants. Alternia could feel their love filling her with strength, erasing, for one moment, all her doubts and fears.

It was not nearly as strong as it had been at the height of her popularity and power. However, it had been a while since she had felt such devotion, admiration and hope that came with it.

“Even now I feel your love giving me strength, bolstering me against the battle that lies ahead,” said Alternia blissfully.

“So in this dark hour, perhaps the darkest we’ve ever faced. We urge you all to look to your bonds of friendship, and of love,” said Luna.

All over, fillies and colts such as Applebloom, Sweetie Belle, and Scootaloo glanced at each other. Mares and stallions such as Twilight Velvet and Nightlight did as well.

And in a train carriage on the Duchess Retariusil looked eastward, her magic holding a golden locket with a portrait of Sebastiana in it, just as Sebastiana, across the sea, was looking westwards, a silver locket with Retariusil’s picture in it in her hoof.

“We urge you to look to your family ties,” said Celestia, even as Big Mac and Granny Smith smiled proudly.

“We ask that you turn to your neighbours, even those you do not know well,” said Alternia.

At that, Derpy and Doctor Whooves, who just happened to be standing side by side, glanced at one another. They didn’t know one another very well, but if the princesses said so...

“And to stand, as you always have, strong, against all odds, against prejudice, against tyranny, against fear, and against evil,” said Celestia.

“As you have stood, time and time again,” said Alternia.

“Thank you. And may Equestria, this land of friendship, and our home, live forever,” finished Luna.

On The Duchess one day later…

“Everybody, Sunset Shimmer just sent me a telegram regarding our earlier question about Ist’ytal,” announced Celestia as she trotted into the dining car.

Retariusil looked up from her book. “What did the kelpie representative say, and who was he?” she asked.

Celestia glanced at the telegram. “Sunset talked to not only Prince Typhon, but also a kelpie commander called Seiche, a war hero from the Aquestrian Civil War who is part of Empress Tethys’s elite guard and leader of the garrison at Vol Oros. Sunset remarks he’s huge that by kelpie standards, though fairly stoic. Anyway, Typhon was notably surprised, which is frankly not surprising considering that he isn’t as knowledgeable as Tethys is and is not always kept in the loop. The fact that Seiche, the kelpie Tethys appointed to command Vol Oros in her absence didn’t know or even heard of Ist’ytal is more telling. Sunset describes his expression as perturbed and genuinely worried for his Empress, inquiring about the possible power of Ist’ytal. He actually thanked us and told us he would pass the message on to the Empress.”

“That is pretty informative. If Tethys is Ist’ytal, he clearly doesn’t know it. And he clearly isn’t in any plot to betray us or else he’d be more closed off,” said Luna.

Alternia nodded. “All the same, I would be far more comfortable after I personally confirm this with Empress Tethys.”

Sunset, two days later, Alliance Forces camp on Vanhoover Island…

In respect to the kelpies, the princesses, Retariusil, their escort, and the Venecian marines went through a portal set up by some crack Equestrian mages to get to Vanhoover Island. This was how they had got most of their heavy artillery to the island.

They had to do it all in secret though. After the speech by the Equestrian Triumvirate, it was unlikely they could go into even the battle-scarred Vanhoover without attracting a crowd, which was the last thing they wanted to do.

Once through the portal, Chrysalis, Belladonna, Simulacris, and Ebb Flow met them. Alternia was quickly embraced by her sisters, even as Ebb, who was under a very heavy umbrella to block out the sun’s rays, snorted, but not too harshly.

“That’s the last of your forces, Princesses?” asked Ebb.

“Yes. How long have you and your Empress been here?” asked Celestia.

“About a day. We’re resting in the cove down there,” said Ebb, pointing west to the gravelly beach. Obviously, in the daytime, nobody could see the kelpies, but nopony doubted that the kelpies were there.

“Good. We do need to talk to her about something rather important once the sun sets,” said Luna.


The Equestrian Triumvirate, Chrysalis, Simulacris, Belladonna and Retariusil, all came down to the pebbled shore some distance away from their main army camp just out of earshot, though they were all watching rather closely.

And at precisely sunset, Empress Tethys trotted toward shore, her massive bulk practically filling the entirety of the small cove as she rose onto the beach and halted, just before the Equestrians and changelings.

As always, Tethys’s expression was stoic, and unreadable. Her emotions were also fairly controlled, bound as tightly as if they had been tied by ropes. Alternia was fairly sure that Tethys would have received Seiche’s message, but her lack of expression meant they had no indicator as to how she was feeling in regards to that. Glancing at Ebb, who stood beside Tethys, Alternia couldn’t figure out what the captain was thinking either. She was merely mirroring the Empress’s stoic expression. There did appear to be some curiosity coming from the captain though...

“Empress Tethys, it’s good to see you,” Alternia said in a warm tone, putting her suspicions aside.

“What is it? Now is not the time for pleasantries,” stated Tethys.

Celestia stiffened, and met Tethys’s pitch-black eyes. “As we informed your commander, Seiche, our spies that have infiltrated the cultists rank informed us of a possible interloper that might interfere in the battle on the side of the Old One. A being known as Ist’ytal, first Priestess of another Primal God called Yoth-Atal. Commander Seiche didn’t know about her, so we were wondering if you know anything about this being and whether she will pose a threat. She apparently leads an army from the sea and is described as the cultists as simply, monstrous.”

“So what you are really asking is if I am Ist’ytal,” Tethys said.

Luna and Celestia stiffened, though Alternia and the changelings did their best to keep their breathing level.

Alternia had chosen her words, very carefully and she said them, as calmly and neutrally as she could. “We suspected and you do not have to answer. We just don’t want Shi-Nihalar to try to surprise us mid-battle. In fact, we agreed that you may not be Ist’ytal at all, and this would just be to set our minds at ease. If you are Ist’ytal though, we all agreed that you have shown a strong enough commitment to bringing Shi-Nihalar down and to the peace that we trust you. The only question we would have then would simply be if your Primal God, Yoth-Atal would have any particular designs that might force you to jeopardise our agreement.”

“I am Ist’ytal. Or rather, was. I haven’t heard the whispers of the Old One, Yoth-Atal, in centuries. As for our agreement, even the will of an Old God will not force me to break my word.”

There was a force to Tethys’s words, even though they were spoken at normal volume. The kind that makes one instantly realize that the person was speaking the truth. It wasn’t backed with a compulsion that the alicorns and changelings had trained themselves to recognize. It was simply the Empress’s force of will infused in the statement.

Even Ebb’s eyes seem to widen slightly at her Empress’s declaration.

She’s definitely not lying. Signalled Chrysalis through their mind link.

Knew that. That’s a comfort though. As is her promise. I still have some questions though... Thought Alternia as she inwardly breathed a sigh of relief.

Alternia dipped her head out of respect. “Thank you for your forthrightness, Empress. I do want to ask inquire what exactly did your role entail, and how you once became Yoth-Atal’s priestess. Again, I ask you to forgive us for our curiosity, but considering how powerful a Primal God can be, we just want to be sure you can easily resist Yoth-Atal and offer our assistance if even there is a slim possibility of her trying to dominate your will.”

“My role as priestess is pretty self explanatory. I was the Voice of Yoth-Atal, spreading her will to those beneath the waves, but primarily to the kelpies as well as doing my best to interpret what the Old One said to those who listened. As I said before, the wills of the Old Ones are….complicated at best. As for mental domination, there are no guarantees, but I have taken necessary measures, having safe-guarded my mind over the years after the great silence in every way I could imagine any being could exploit.”

Well that partially explains why we have such a huge difficulty reading her emotions. It’s annoying she hasn’t answered our question about how she became the priestess, but it would have to do. She’s not in collusion with Yoth-Atal as of now thought Alternia to her sisters.

Celestia and Luna seemed to also agree as they didn’t press any harder, though their eyes were narrowed and their shoulders stiff.

“Are these measures to safeguard your mind exclusive to kelpies?” inquired Luna

“Some are, but I’ve supplemented the safeguards with spells as I learned more about magic.”

Luna looked pensive. “If you do not mind, can you send share these with us, or just cast these spells on us prior to the battle?”

“I can share the knowledge. A word of warning, the spells are a bit unrefined,” said Tethys.

Celestia nodded. “We can work with that. Before you tell us, do you mind if we inform our force commanders about your identity as well so they will not so easily be swayed by the Shi-Nihalar’s false promises.”

Tethys inclined her head slightly. “It’d be best if you did. Once the battle is underway, the Old One will use every chance it has to undermine the threat from the inside.”

“Right, you mentioned he would prey on our fears and our suspicions on one another,” said Alternia, recalling their earlier discussions.

Why didn’t she tell us all of this earlier? wondered Retariusil.

The mere possibility that she was Ist’ytal put her in a bad light, which I’m sure Tethys was aware of. Moreover, it's likely Tethys thought that if we knew she was Ist’ytal, that knowledge would increase our suspicions of her prior to the battle. However, once she saw we were still willing to work with her after finding out for ourselves, she became more willing to work with us. Suggested Simulacris.

That’s my theory as well… I’ll tell Harlequin to inform Colonel Octavius. You inform your changelings. said Alternia.

“Thank you, Empress. If you give us a minute to tell our commanders, we can learn about the spells from you now,” Alternia said.

“That would be satisfactory,” Tethys said.

The next afternoon...

The Western Coast of Vanhoover island was dominated by a massive stretch of windswept, wind-torn gravel beach lined with evergreen and fir trees as well as cedar. Vanhoover’s local weather was rather warm and wet after all, allowing both evergreen and the normally warm-climate acclimated cedar to grow. The cedar in particular gave the area a very earthy and yet, smokey scent.

The actual gravel beach itself made a crunching noise under Harlequin’s hooves as he trotted past the artillery firing positions set up just off the beach and in the woods near the southern tip of Vanhoover island. This was the place that Empress Tethys had said was the closest to the Primal God Shi-Nihalar. The guns themselves varied. Most of the one hundred they had brought were breech-loading Hoofstrong guns that Harlequin knew from his stint in the Royal Guard, were fairly reliable and fast firing. They also had a small battery of ten newer Prench guns. The newer guns were untested in battle, but unlike the Hoofstrong guns, they had a pneumatic ‘air brake’ system that would reduce the recoil on the gun to such an extent, they didn’t need to be repositioned after they fired. This would allow for an even faster rate of fire.

As for the Dragoon Guard, and changelings, they were hiding in the bush, interspersed amongst the artillery. As there was a risk Shi-Nihalar could throw a tsunami at them, they had also built up earthen walls about ten meters high to solidify their position, even lining the tops of them with a thick palisade at some points to create rough machicholations. The ponies of the Dragoon guard made up the centre of the formation, with the changelings on the flanks. In reserve were the remnants of the Mirror Guard, the Venecian Marines, two companies of the Royal Guard, and two companies of the Lunar Guard, along with a small battery of cannon.

As for the kelpies, their dragon turtles were deployed in the shallow water off the beach, while they themselves were placed right ahead of the ponies and changelings on the beach itself. Their commander, was a hulking kelpie female called Undertow, dressed in the dark blue armor of her kind. She had been fairly quiet in the proceedings.

“If you find anything concerning, Captain Harlequin, you’d better spit it out now,” said Colonel Octavius, commander of the Dragoon Guard and leader the whole operation.

“Do we have a firing solution for if the Primal God sends his followers to attack our artillery? Or if the cultists appear from behind us? We know they’re flocking to Vanhoover after all,” Harlequin said.

“Well you have a few guns and we do have one. Different batteries have different priority targets should that become an issue. Moreover, our rear should be protected by the reserve forces you’re commanding,” said Major Sponge-Ram, the leader of the Vanhoover Artilleryponies with the group.

Andraste, one of Chrysalis’s chevaliers and commander of the three hundred changelings on the southern flank, frowned. “Intelligence from my hive and your REINS indicates we might be up against two thousand cultists, though. Can our reserve of five hundred hold?”

Captain Pike of the Venecian Marines grimaced. “We’ll have the trees to help us in that respect, but I’m with Harlequin. We can delay them, but not for too long.”

“Why don’t we post a few platoons of reserves to our rear so that they can provide support should the cultists attack?” asked Medusa, one of Belladonna’s chevaliers and the commander of the northern flank composed of another three hundred changelings.

Octavius nodded. “Do it. And also, is it possible if you can loan me a changeling, Captain Harlequin? I would very much appreciate a way to communicate directly with Princess Alternia.”

“If you can send me a runner that I can send to you in case I need your assistance, then I’d be happy to do so,” said Harlequin.

“Done. Wait, is that—” Octavius snapped to attention, and was quickly mirrored by the rest of the commanders, even the kelpie commander Undertow as Alternia, Celestia, and Luna landed.

Celestia was covered by her hulking plated armor. It wasn’t colored, it was simply made of grey, polished steel, with its angular lines forming rune-decorated, magic-reinforced plates that covered her shoulders, front, sides, and flanks. Her helm was sculpted around her half-broken horn, covering her nose, and even extending to protect her jaw. All that Harlequin could see were her magenta eyes.

Luna wore a more graceful yet no less intimidating barding that was similarly uncolored. Hers was made of chainmail linking plates that covered her flanks, barrel and neck. Her helmet was reminiscent of the one she had worn as Nightmare Moon. However, it wasn’t blue and was of a completely functional design, with no flourishes or exposed parts. It showed only her lower jaw and eyes.

As for his queen, her barding was similar in style to Princess Celestia’s barding, and was made of heavy interlocked plates. Unlike Celestia’s, though, the plates making up Alternia’s barding were smaller, thereby giving a little more flexibility. No compromise had been given to the central front plate covering Alternia’s chest wound, though: it was a solid, forge-hardened and tempered plate. The helmet had also been roughly modified so that Alternia’s antennae could stick out.

“Your highnesses!” exclaimed Captain Vlad of the Lunar Guard.

“Captain, commanders. Is everybody ready?” Luna asked in a solemn tone.

“As can be, your highness,” declared Octavius.

Alternia smiled. “Good. Inform all soldiers to go to battle stations. We’ll be heading to meet with Tethys off the coast now.” She took a deep breath and Harlequin could feel the anxiety in his queen, in all of the princesses he now served.

“Good luck, commanders, and we will see you in this life, or the next,” said Alternia quietly.

The commanders nodded stiffly.

“Do you have any words you’d like to say to the troops, your highnesses?” asked Captain Pike.

The princesses glanced at one another for a second, before Celestia spoke up. “I shall do it.”

When no one challenged her, the white alicorn sprang into the air. Facing the forest where the other warriors were, Celestia took a deep breath, and shouted.

“Warriors! Changelings, ponies, Venecians. Just by standing here today, you have shown that your courage, your bravery, knows no bounds. So let us be even braver. Let us kill ourselves a god! For Venecia! For the Changeling Hives! FOR EQUESTRIA!”

There was a resounding cheer from the shoreline. A hoarse, perhaps desperate one, but frankly, as Harlequin considered the circumstances, he was glad that there was a cheer.

He was too worried to cheer though, and no matter how he tried, he couldn’t tear his eyes away from his queen.


“It’s Alternia, Harlequin,” reminded his queen softly.

Harlequin swallowed. “Alternia, please be careful.”

Alternia nodded and managed a small smile. “You too.” And, with Luna, she lifted off and slowly drew smaller and smaller into the distance.

Out to Sea...

After meeting with Chrysalis, Simulacris, Belladonna and Retariusil, all of whom were dressed in the black-blue chitin armor of the changelings, the rulers of Equestria continued to fly out into the night sky, their eyes searching the sea.

Chrysalis grimaced and Alternia could hear her sister’s thought echo in her head. You know, we could be flying above the Old One at this very moment.

Please don’t think that right now, Queen Chrysalis! pleaded Retariusil.

Belladonna winced. I’m more concerned about how we’re going to spot Tethys and her troops.

That was when they saw a plume of water spout from the sea, and heard a familiar voice shouting.

“Over here!”

Looking down, the Equestrians and changelings just managed to see a dark kelpie form in the water.

“Captain Ebb Flow. I presume Empress Tethys is underwater,” said Alternia.

“Yes, your highnesses. Please cast the water-breathing spells that the Empress gave you. I shall guide you to her with my hydromancy,” said Ebb gruffly before she disappeared into the water.

Quickly, the land dwellers’ horns glowed as they surrounded their heads with magical bubbles, as well as their bodies. This was the water-breathing spell that Tethys had shown them.

Still, it took a moment for the changelings and alicorns to adjust as they sank into the depths of the night sea. Luckily, Ebb waited for them to dive in or else they would never have been able to glimpse the kelpie in the dark water. Once they were underwater, the kelpie captain used her hydromancy to propel them down into the depths.

Before long, after several long minutes of travelling in this shadowy world, they found Empress Tethys, the magical spear gripped in her tentacles. She was surrounded by bands of black-armoured kelpies as well as several dragon turtles.

“Empress, we’re ready,” declared Celestia.

“You will be too slow as you are. This shall aid your movement.”

It was too dark to see the Empress’s magic and so it was a rather abrupt surprise for the alicorns and changelings to find that they were suddenly no longer sinking into the water, but hovering.

“It’s some kind of water-movement spell. If we think where to go, we should be able to get there,” guessed Luna.

“That’s useful. Anyway, we have no time to waste,” said Celestia as she floated after the Empress, who was already getting under way.

As planned, the kelpies and dragon turtles didn’t follow them. They were to stay at a distance until they had distracted the Old One. And so the land dwellers followed in the wake of her massive, swishing tail.

None of the princesses and queens were sure how long they had been in the water when they first saw the shadow of Shi-Nihalar.

“Sister, please tell me that is Vanhoover Island?” asked Luna in a tremulous voice.

Celestia shook her head, eyes narrowed at the dark shadow in the distance, beyond the swimming Empress. “That has to be Shi’Nihalar.” Turning to Luna, Celestia focused her magic to her horn. “Luna, we’re going to use Equinox’s Equalizer. Alternia, increase the power to that shield.”

“Agreed!” said Luna. Still swimming, albeit far more slowly, Luna quickly closed her eyes and touched her horn to Celestia’s half-horn, even as Alternia nodded automatically. The spell sounded old and familiar, but she wasn’t sure of its nature. Still, judging by the power that was coalescing at the point where the two alicorns’ horns met, it seemed an appropriate choice.

What is that spell? asked Simulacris.

It then clicked for Alternia and her eyes widened. Under any circumstances apart from this one, I would never recommend using it. And it will take a while to charge. Speaking of which…Simulacris, handle illusions. Retariusil, you’re defending our position. Belladonna, Chrysalis and I will defend the Empress and try to expedite her advance on Shi-Nihalar.

Alternia focused her love to her horn and directed it to the Empress. “Empress, prepare for a speed boost!”

As the green glow of Quicksilver’s Hastener surrounded Empress Tethys, the massive kelpie suddenly sped up, tearing ahead away the Equestrians and changelings. In that same moment, five copies of the Empress appeared beside her, all holding the same spear. The work of Simulacris.

Chrysalis gritted her teeth, “Get ready.”

Alternia nodded and got ready to cast another illusion spell on Tethys, one that would add more clones to those in the water.

That was when she had a thought.

Is Tethys… no, Ist’ytal really going to keep our bargain with us? She is the spawn of Yoth-Atal, one of the Primal Gods.

Alternia blinked and shook her head. She promised. I didn’t sense any lies then.

But she is rather good at disguising her feelings.

She has also dealt fairly and honorably with us.

She killed hundreds of my soldiers, thousands of Venecians, humiliated Equestria, hurt so many, and basically forced us into this treaty. How is that fair and honorable?

Well, she’s never lied to me… and she was looking out for her own subjects...but she doesn’t care for mine…

Alternia stopped swimming. Why am I helping Ist’ytal? She killed Raven and Buzz! The pain of Buzz’s death, Raven’s demise… it was all coming back, and so was the anger.

You should be shooting her now. Not forging weapons to help her, or speeding her up. What would Buzz and Raven think?

I should, shouldn’t I? Tethys is my enemy. Not my friend. Not like my sisters, or Celestia, or Luna. thought Alternia.

She needs to die for what she did to Equestria. What she did to your friends. She’s a threat to Equestria’s safety. She must be stopped!

Alternia’s horn glowed, but not with an illusion spell, her eyes narrowed at Tethys’s back. And she wasn’t alone in stopping.

Chrysalis had halted, tears in her eyes as she floated, a thousand thoughts running through her head.

I can’t do this. Not against something as powerful as Shi-Nihalar! I mean… I … I killed my own mother because I was rash. I nearly killed my own sister because I was jealous. I nearly exiled my own daughter because of anger! I’m just going to screw up again. I’m going to fall to his mind control. I’m going to… I’m going to fail my family again and the world is going to fall because of me!

Beside her, Simulacris’s eyes were wide and she was trembling uncontrollably.

What am I thinking. I’m the weakest of my sisters. I mean, I couldn’t even convince the Queens Council to help us! I can’t even offer my own changelings. What can I even do to help them?

Belladonna on the other hoof, was glaring at Tethys. Alternia and the others might have been hoodwinked by the Empress, but I don’t trust her. She’s only hurt my sister, and her friends. I don’t care if we got a truce, it’s only a matter of time before she breaks it!

Retariusil was with her, a sneer on her features. Hah! Now that the Empress is distracted by the Old One, I can kill her now, for my hive which she so callously destroyed! For my mother, whom she starves to death even now! Once she’s dead, I can rebuild the Sea Snakes and show the world that Murmillar’s spawn should never be crossed!

As for Celestia and Luna, they had an eerie smile on their features as they pointed the gathering ball of magic at their horns at Tethys, their thoughts, united.

How dare this wretched kelpie harm our subjects, tear the sea away from them! How dare she attack our shores, cut off my/my sister’s horn, kill our guardsponies, defy our will! She will learn that the alicorns of Equestria are not to be taunted!

And so Equinox’s Equalizer one of the most powerful destruction spells ever invented by a pony, became pointed at Tethys’s back…primed to fire.

What they didn’t know, was that not too far behind them, were seven kelpies. All but invisible in the sea, they were watching the princesses and queens. They could see them focusing on the Empress or at best, freezing.

At the head of the group, Ebb wanted to swear, but she didn’t dare do so. Instead, she got ready to wave her tentacles and issue the signal for her group to launch their contingency plan.

They were the core of the Abyssal Guard. Each of them deadly fighters. The most loyal, the strongest willed, and the most devoted kelpies in the entirety of Aquestria. Among them were those such as Longshore, the commander of the strikes on the Equestrian ports, and Whitecap, a kelpie that even Samudra’s Myrmidon Guard feared.

For they had been ordered that should the princesses and changeling queens succumb to the mind control, they were to kill them and get the hell out.

A little before on Vol Oros...

“The assault should be starting now,” said Sunset, her voice the very definition of forced calm.

“Yeah, I just wish there was something we could do apart from moving the sun and moon,” said Twilight as she looked up at the white fireball atop of Vol Oros. The ceremony to move the sun and moon had been surprisingly easy. Referring to old instructions not used since the appearance of Celestia and Luna, the seapony and unicorn mages had shuttled the sun and moon across the sky. It had been by no means simple, but with the help of the amplifier, the mages were able to do so without draining their reserves.

Now, all the seaponies and unicorns now gathered atop of the spire could do was wait until the next time they had to infuse the amplifier with power, which was about once every few hours.

“Twilight, there’s no point worrying. Shi-Nihalar might be physically strong and magically endowed, but we’ve literally sent our best against him. I seriously can’t imagine Empress Tethys of all kelpies losing with the help of five changeling queens and an alicorn,” said Archmage Meringue cheerfully.

“Archmage, aren’t you giving Twilight Sparkle false hope? Shi-Nihalar is so powerful, his magical signature basically soaked Ebb Flow even after her brief contact with him,” said Archmagus Mareel.

Twilight’s shoulder slumped as did her hindquarters to the floor as Meringue sighed. “Perhaps you could save your blunt comments for now, Archmagus Mareel. We are all aware of how ludicrously powerful Shi-Nihalar is in magic and physical strength.”

All of a sudden, Twilight sprang to her hooves, wide eyes fixating on the amplifier.

“Twilight? What’s wrong? Is the spell breaking?” demanded Meringue, looking up at the fireball for any signs of a magical overload or failure.

“Sunset, Meringue, Mareel, the amplifier was designed to lock onto huge targets right? I mean, objects or beings with a massive signature in the tens of thousands of thaums right?” asked Twilight, still looking up at the amplifier.

Sunset grabbed Twilight with her hooves and shook her, forcing the younger unicorn to face her. “Twilight, get to the point, what are you thinking?”

Twilight bit her lip. “Well… I was just thinking… can we not get the amplifier to lock onto Shi-Nihalar and fire some kind of spell at it?”

“Not going to work, he’s underwater. The Empress, the queens and the princesses have to drag him out,” said Seiche, the black-armored garrison commander of Vol Oros, and literally the largest kelpie Twilight had yet to see that wasn’t Tethys.

Sunset blinked. “But what if we drag him onto shore so they don’t have to and so our troops can fire on him? We can just program a simple spell to drag the Old One to land.”

After a moment of thought, Seiche nodded quickly. “If you could pull it off, that would really help our cause. How soon can you cast the spell?”

“We can do it, but you’ll need a sample of Shi-Nihalar’s signature. Seiche, help me down to get that!” exclaimed Mareel. Seiche nodded and vanished.

“Hold it. We’ll also need some kind of locator or link to the western coast. Just to pinpoint the general area of the spell so we can then direct it to lock onto Shi-Nihalar’s signature!” yelled out Meringue.

The group was stumped silent for a moment, racking their minds in thought, knowing that across the world, the battle for the fate of their world was raging.

That was when Twilight sprang to her hooves. “Murmillar! Alternia told me queens have a psychic and blood link to their daughters and Retariusil is on the field of the battle If we can get her up here, she can lend her magic to us to help us pinpoint the general location of the Princesses!”

Mareel slapped her hoof into the other. “Which can then let us lock onto Shi-Nihalar who is really close by! Good thinking Twilight Sparkle! Prince Typhon—”

“On it!” yelled Typhon as he clambered down the spire.

“In the meantime, we can start charging the amplifier. We’re only going to have one shot at this, so let’s make it count!” ordered Meringue.

By the time Typhon and Murmillar had gotten to the top of the spire, the unicorns and seaponies were gathered in a circle, funneling their magic up towards the fireball. Seiche had already returned to the top a few moments ago with a small glass canister filled with a waxy, black ooze that the mages had thrown into the balefire ball.

“What do you need?” demanded the queen, who in spite of her gaunt and malnourished condition, forced Twilight to look up at her.

“Get some of your hair or blood, and throw it into the fireball. Then direct your magic at it. A little of it is fine,” explained Sunset.

Murmillar quickly used her magic to yank a few strands of her orange mane which she levitated up into the balefire. It was consumed in an instant. She then sent a narrow stream of magic into the fireball.

“Think of your daughter! We’ll do the rest!” ordered Mareel. Murmillar nodded, and shut her eyes even as she trembled with the strain.

“Alright, locating target!” declared Meringue. Together, the unicorns and deep ponies focused on the signature of the hair and Murmillar’s changeling magic. They felt it draw their consciousness across the sea and continent, toward the western coast.

Toward where another, a massive signature lay, one that felt exactly like the sample of the magic that Mareel had provided.

Those not part of the ritual like Typhon and Seiche could see the white balefire take on the magic of the mages casting at it. The green of Sunset Shimmer’s magic, the orange of Murmillar’s, the blue of Twilight and the sea-green of Mareel’s… they all coalesced, a rainbow-colored sphere.

Now attuned to Shi’Nihalar’s primary location the mages really couldn’t miss him. He dominated the land, his influence spread across the entire western coast, even touching the eastern coast at some parts.

“Target located! Lock onto him now!” ordered Mareel.

All the deep ponies and unicorns such as Twilight and Sunset gritted their teeth and focused on directing their magic toward the target.

Onlookers in the meantime, even from as far as Venecia, could see that the sphere on Vol Oros suddenly pulse, and unleash a massive magical beam that arched across the sky toward the west.

Until it found its mark.

The moment it did so though, an excruciating pain exploded into the deep ponies and unicorns’ heads. Murmillar actually screamed and fell to the floor exhausted, her magic link broken. As for the others, veins popped on their foreheads, their horns glowing so brightly Seiche and Typhon had to look away from them.

“Is it resisting us?” gasped Meringue.

“No! Not consciously! That’s just its natural resistance! We need to push through! Cast the spell now! Before it has time to react!” screamed Mareel, the sphere of water she was in actually steaming where her horn was.

“Right! Starting the spell now!” screamed Twilight. Tears forming at the edge of her eyes, Twilight directed the massive outpouring of magic to seize Shi-Nihalar. But it was too much, her horn was now glowing red hot and she could feel her strength draining away.

“Hold on!” yelled Sunset, as she fought through the pain. She was joined by Mareel, Meringue and the rest of the whimpering unicorns and sea ponies and together, they completed the levitation spell, giving birth to a simple program of their will that they brute-forced onto the Old God.

A thousand miles away…

Alternia was nearly finished charging her spell. Just a little more time and the Empress would be dead.

That was until she was hit with an overwhelming urge to launch her spell now.

Strike! KILL HER

It didn’t matter that the spell wasn’t finished, she had to kill Tethys now!

That was until the sea itself decided to rebel against her.

The very water she was in seemed to suck her forward. Alternia willed herself to go back, but the pressure on her back was too great, the forward drive of the water too powerful to resist. It rolled her head over hooves, sending her sailing toward Tethys, who was also being drawn forward.

Around her, Alternia could see Celestia, Luna, Retariusil, and her sisters tumbling through the water, frantically waving their hooves legs, and wings in a futile gesture to try to stop themselves, and to Alternia’s alarm, they were all accelerating.

Alternia couldn’t help it, she started screaming as her vision for some reason, filled with bubbles, the turbulent water splaying her limbs out. She tried to swim against the flow, but there was simply no resisting, no point in trying to maintain balance.

Feeling as if she wanted to vomit from all the tossing and turning, Alternia was shocked to slam into something. Eyes flickering around, she thought it was her sister, but to her surprise it turned out to be Ebb Flow who was now tumbling away in another direction.

In fact, in the blur of bubbles, dark water, Alternia could see some other kelpies. She didn’t know how many, but she could see them. What in Tartarus were they doing here?

Then, finally, the waters began to calm, the bubbles dissipating and the sucking feeling weakening to the point she could now swim again.

“What was that?” groaned Chrysalis.

Celestia and Luna approached looking a bit flustered, but none the worse. “Not sure, Empress, did you have something to do with that?”

Empress Tethys, now beside them, shook her head. “That was not my doing.”

“Wait… I’m getting something from… from Murmillar,” said Simulacris, hoof to her breastplate, probably to where her Queen Crystal was. “You did what?!”

“Who and what did they do?” demanded Ebb.

“The deep ponies and unicorns at Vol Oros, they directed the magical amplifier to lock onto Shi’Nihalar and drag him onto shore!” exclaimed Retariusil.

“Thank them for us. That being said… I didn’t expect you to be here, Ebb,” said Luna, eyes narrowed at the kelpie.

Ebb grimaced. “We were here as a contingency. In case Shi’Nihalar succeeded in mind-controlling you, and he did.”

“What do you mean, we heard nothing but…” Alternia blinked and her jaw dropped open. “Oh by the hive mothers…”

“We were about to fire on Empress Tethys. Why did I think to do that?” muttered Celestia aghast.

“It was using your own voice against you. Do not let this happen again. In the meantime, we must push on while it is distracted,” said Empress Tethys.

Alternia swallowed. “Understood. We’re taking to the air,” she declared.

Despite his training Octavius paused for a moment, trying to figure out what he had just seen, what he was seeing, and how to respond.

One moment, the ocean was well still as it could be, with waves lapping gently on the gravelled beach. The ocean unflinching under the weight of the nervous stares and glances of three thousand ponies and changelings.

The next moment, the sea heaved, the water rising like a grotesque, billowing animal that was unable to stomach its food. This massive wave, at least ten meters high, rolled toward the shore.

“DOWN! NOW!” screamed Octavius, his order echoed by a hundred other officers to their mages along the lines. Throwing themselves down and behind the earthen ramparts, unicorns and changelings raised multi-colored shields atop of them. Octavius didn’t move from his commanding position atop of one of them, though; he needed to see what was going to happen next.

And he found words failed him. Breaking out of the water was this dark, towering mound… he couldn't see it clearly, but it had… an organic look to it, huge, ominous, and growing by the second. The wave it was causing was rushing ahead of it, closer and closer to the shoreline. The kelpies were hydromancing it, their tentacles moving to draw the water up the beach, calming it as they did so, but Octavius wasn’t sure if even they could calm this wave.

“Get down sir!” yelled one of his staff officers, an earth pony, and Octavius did, but he kept his eyes above the rampart.

The wave reared up, Octavius wasn’t sure how high but the sinking feeling in his stomach nearly overwhelmed him and he shut his eyes as it crashed down toward the kelpies. To his surprise, they slammed the water into the beach in front of them, spraying it all over themselves, and letting it rush up the beach under their hooves to rush up to the ramparts where it sprayed over the ponies, leaving them otherwise unharmed.

Gritting his teeth, Octavius clambered up the wet, newly muddy earth to the top and found his breath taken away, for Shi-Nihalar was right in front of them, towering over the beach, half in and half out of the water—only each half seemed bigger than anything he had ever seen.

It was enough to turn Octavius into a gibbering mess. It didn’t matter he had fought in Maretania alongside General Hanna Belle against the Maretonians. It didn’t matter he was a trained officer of Princess Alternia’s elite regiment. He stared into the Old One and completely lost it.


Piss ran down the legs of the ponies as bladders failed and legs crumpled. And the changelings weren’t immune. Changeling’s wings locked and they fell to the ground poleaxed, wriggling and quivering in terrified fear, as their bladders also loosened. It didn’t matter whether they were veterans or recruits, all were simply rendered useless by the sheer sight of the Old One

“Octavius? Octavius?” yelled Alternia’s voice through his communication crystal, which he was no longer using.

“Ga. Ga. It. Ga,” croaked Octavius, unable to utter any more.

Underwater, Alternia cursed and increased her speed, and along with the alicorns and queens, and the Empress bursting out of the water, they also found themselves simply stunned.

The closest Alternia could describe Shi-Nihalar as was an amorphous large hill of eyes, mouths, and teeth. There was no pattern to how the eyes, mouths, and teeth were arranged. Sometimes Alternia could see fangs sprouting out from tentacles, eyes within mouths, tentacles with eyes, and mouths. Most of Shi-Nihalar was comprised of tentacles that moved with an undulating motion, but considering how absolutely nothing seemed constant about the god, she could only guess.

He… she… it was beached on the shore now, and it towered over them, fixing them in its many-eyed stare. It was as if it was entirely focused on them, and yet, seeing them as a pest.

“Empress, is the reason my forces aren’t responding because of that?” whispered Alternia, knowing Tethys would hear her.

The Empress hefted her spear. “Yes. Follow me.”

With that, Tethys charged forward, approaching Shi-Nihalar as fast as she could swim. Celestia went quickly after her, and so did Luna, Alternia and the rest of them. So far as Alternia could see, Celestia and Luna were charging another attack spell, separately this time.

Alternia repeated her haste spell on Tethys, allowing the Empress to pull forward faster, even as copies from Simulacris’s illusion spell appeared all around her.

That was when the sea began to froth and foam. Not the natural kind of froth and foam from the crashing of the waves on the beach though. It was as if the surface of the ocean had become a rabid dog, foaming at the teeth, with a sickly yellow-white kind of sea foam atop of the waves.

And out of this sea foam rose a plethora, a menagerie of creatures. They had arms, legs, and tentacles, but all of which were weirdly jointed. Some of them had no joints and some had too many joints so that they looked like some long, weirdly misshapen, backward bending arms. There was also no pattern and sometimes no symmetry to their limbs and hence, a number of them walked evenly on theirs, whilst others seemed to limp. They could be light and dark hued, pale colored and garishly multicolored. Some were twice the height of alicorns, others were as short as a pony. Some walked on their tentacles, others were so fat, they had to drag their bulk up the gravelly beach. They essentially had no fixed form or core defining feature. Even their skin varied from wet, slimy looking substances to hard, dragon-scale like surfaces. And their eyes… some had them high, others had them low near to the ground. A few had a single, massive eye, some had multiple eyes, and others didn’t seem to have any.

They were, for the lack of a better word, Others, and they were striding atop of the water toward them, whilst others were already moving toward the beach.

“Without artillery support, our forces are going to be slaughtered!” exclaimed Retariusil.

Luna grimaced. “I’m more concerned about how they’ll interfere with our attempts to close in on the Old One.”

“Focus on Shi-Nihalar first, everybody! I have a plan!” ordered Belladonna.

Mystified the queens and alicorns nodded and pursued Tethys.

The Empress wasn’t stopping for anything. She ploughed through the water, spear levelled and ready, eyes narrowed and tentacles raised. Several of the illusions that Simulacris had cast fading as dragon turtles, which must have been controlled by Shi-Nihalar, burst out of the water, snapping at them and dispelling them. Tethys did slow for a second, but then sped up again as a dragon turtle was thrown out of the water by her tentacles on the right side of her body; the massive beast was spinning out of the water, and slammed into the shoreline, upside down.

The Others then advanced, converging on Tethys slowly, forming a line to block her.

That was when two massive beams of magic, one golden yellow and the other dark blue, slammed into several Others that were blocking Tethys, throwing them backwards over the water. Celestia and Luna’s magic opened a hole just enough for Tethys to charge through and she did without a backward glance.

By now, Tethys was almost at Shi-Nihalar, but the Old One was not giving up the fight. Massive tentacles as wide as an alicorn was tall lunged out to catch her.

Alternia, Retariusil, Belladonna, Chrysalis, and Simulacris were ready though. As the tentacles tried to seize Tethys, they seized as many of them as possible with their telekinesis, slowing them down just enough for Tethys to plunge the spear into the towering Shi-Nihalar. The massive one-hundred meter weapon buried into the Old One, cutting into its body, Tethys using her bulk and momentum to drive it in so deep, it left only a small steel knob to see.

And to everybody’s relief, the Old God froze, the spear’s magic taking effect, its tentacles for once ceasing its undulating motion. Tethys wasted no time. She ate voraciously, swallowing tentacles, diving right into eye sockets, ripping out tongues from the mouths of the Old One as she clung to it with her tentacles.

“Celestia, Luna! Keep an eye on it! Belladonna, what’s your plan?” demanded Alternia as the alicorns flew circles around the Old One.

“You’re not going to like it, but first, to the shoreline, now!” ordered the queen.

Ebb Flow’s group of kelpies had sped past the Old One tearing underwater past the rebelling Dragon Turtles toward the shore where they knew the Others had to be engaging their kelpie comrades.

But when they surfaced to take a look they found their jaws lock in place.

The kelpies of the Abyssal Guard were getting close and personal with the Others, lunging at them they sank their teeth into eyes, cutting off limbs with crab claws, crushing joints with their fangs. Hydromancy was also employed rather frequently and Others were let out this keening, scream as kelpies impaled them with ice they drew from the sea.

But equally as often, the weirdly shaped others caught kelpies with their too long arms with weirdly shaped hands. They would slam kelpies into the ground with their tentacles around their necks. The Others with dragon-hide scales would often shrug off ice stakes, and some of the nimbler Others would even catch them, and then throw them back at the kelpies. Ebb could only grimace as one of the Others actually seized a kelpie by tail and head with one muscled tentacle, and an arm that seemed too thin and too weirdly jointed to work, before promptly tearing the kelpie into two.

And there were still more Others coming at them. No more were being born from the foam, thankfully, but they were still advancing on the kelpies.

“Where do we go, Captain?” asked Whitecap.

“Anywhere. Just stay alive as long as possible,” ordered Ebb.

“Ebb, is that you?”

Ebb glanced up to find Belladonna, Alternia, and Retariusil hovering over them.

Longshore glared at the changelings. “What are you doing? Why aren’t you helping the Empress?”

Belladonna grimaced. “We need your help to lure these Others away into a place more advantageous for us. The Reserve forces under Captain Harlequin are still unaffected by Shi-Nihalar thanks to them not actually having a direct line of sight to him. My sister Alternia can open a portal, we’ll strafe and hit the Others to get their attention and then flee into the portal, drawing as many of them into it as possible.”

“I can’t imagine your reserve forces being any use against these,” Ebb said in a dry tone.

“We’re aware of that, but we have no choice.” Alternia closed her eyes. Harlequin, our main forces aside from the kelpies are incapacitated by the mere sight of Shi-Nihalar and he’s summoned monsters, Others, to assist him. We’re luring them through a portal to your location. Ready yourselves for battle.

There was quite a bit of nervousness from Harlequin’s end of the link but he sent back an affirmative emotion. Yes your highness. Please put the portal in the front and center of our position.

Will do. “Belladonna, Retariusil, strafe them now, I’m opening the portal! Ebb get your friends to lure what they can near the portal!” ordered Alternia.

Ebb grimaced but charged toward the Others as Alternia focused herself and opened the portal, a great green door of flame far taller than she was, large enough for the biggest other she could think.

Meanwhile, Retariusil and Belladonna dived at the Others, keeping a fair distance, but getting close enough to slam bolts of magic into their heads… or eyes if they could target them. They were very careful not to hit any of the kelpies, including Captain Ebb who was tackling an Other to the ground, her tentacles tying down its mixed and matched arms, and her jaws ripping into it.

Meanwhile, the portal was completed, the door of flames opening up into the forest. Alternia was going to ask Belladonna what to do next, but her sister beat her to it.

Get through the portal and keep it open, Alternia. “Everybody else! Lure them in!” roared Belladonna.

The kelpies however, found disengaging the Others was a difficult task. Ebb managed it by morphing one of her tentacles into a bony blade and slashing it across the throat of her opponent before beating a hasty retreat. She lingered at the entrance to the portal though, gesturing with her tentacles to the others of her command. A number of kelpie warriors just dashed for it, racing for the portal as the changeling queens sometimes manifested magical nets to trip up the Others.

Luckily, the changeling queens continued to strafe the Others. Simulacris, hovering near the portal, assisted in their retreat by creating illusions, clones of ephemeral flame that dissipated when the Others struck at them, but allowed the kelpies fighting to disengage and run toward the portal. Meanwhile, Chrysalis, Belladonna, and Retariusil continued their strafing runs, but now they flew closer to the portal itself, hovering around it to hit the Others.

By no means was it an easy task; the Others continued to swipe at them. And then one of the Others seized a handful of pebbles in its misshapen hands and flung them at the strafing sisters.

Caught off guard, Chrysalis and Belladonna shielded their eyes, but their instinctive reaction let two more Others, one short but stocky, standing on two legs with three triple-jointed-mismatched arms, the other a tall, thin biped with two relatively normal arms and a set of wickedly sharp horns on its single-eyed head, charged the pair.

Chrysalis froze, watching her life pass in front of her eyes, whilst Belladonna tensed.

However, Ebb just managed to tackled the tall Other, her tentacles locking its legs and toppling it to the ground, while Simulacris seized the two queens and threw them out of the way and into the portal. Then, firing a small beam that missed the Other, Simulacris dodged toward the portal as well.

“Ebb, come on!” yelled Simulacris. The kelpie captain didn’t hesitate, quickly sidestepping away from her opponent who slammed two of its muscular arms into the ground where she just was, spraying pebbles all over the captain. Along with some other kelpies, Ebb dashed into the portal, wondering what the ponies could possibly have to stop these monsters.

As the last kelpie dodged into the portal, the final queens ran. Retariusil going in first, before followed by the four sisters.

The moment Alternia went through she was surprised. Harlequin and the rest of the reserve had acted fairly quickly, aligning their few cannons at the portal entrance, they had taken up a line formation facing the portal. For a moment, Alternia wondered why they hadn’t taken up a semi-circle around the entrance, before she quickly realized that if they did that, they’d run the risk of hitting each other.

“Your majesty! Go through the central path!” Harlequin yelled.

Alternia nodded and ran, the soft mushy ground under her hooves, Alternia and her sisters cleared the portal running with her fellows right down a central padded earth path, fenced in by small posts.

The short Other that had been pursuing them was first through the portal and was met with barrage of crossbow bolts. Unfazed, despite bleeding red blood, it charged forward, followed by the humanoid Other, and then by an Other that didn’t seem to have a head, and instead looked more like a cross between a crab and a slug, as it had armored crab-legs yet slithered as well.

Alternia was suddenly deafened as the ground in front of the Others exploded. The short Other was sent spiralling over the portal itself, limbs flailing, broken, whilst the tall Other was left without its two legs, mere bloody stumps. There wasn’t much left of the crab-slug Other. More Others were already coming through though, clambering over the remains of their fallen comrades trying to make their way to the line of ponies, batponies and changelings.

In a moment, Alternia reached the line with her sisters, ears still ringing. The Equestrians, remaining changelings, Lunar Guard, and Venecians had pulled up the cannon to fire at point blank range. The rest of the ponies and changelings were adding to the fire converging on the portal with beams of magic, and bolts from both repeating crossbows and heavier windup crossbows.

They had also set up a several long lines of angled stacks pointing toward the portal, and from what she was seeing, aside from that single marked out path down the centre, the field was littered with thinly disguised pits, which Alternia could only guess were traps.

Ebb was somewhat surprised and was taking a moment to catch her breath. “Well, this helps. Can you hold the portal open?”

Alternia glanced at Ebb. “I’ve set it to stay open for at least as long as I have magic.” Turning back to Harlequin, Alternia took a deep breath. “Captain, how long can you hold?”

Harlequin glanced at the Others coming through the portal. More were making it in, and trying to spread out, but he had set his squads up to fire by platoon, alternating the barrages to bottleneck and keep the Others from straying too far away, unless directly forward into his cannon.

“Not sure, but for at least two hours. We have plenty of ammunition, and I’ll inform our unicorns to not use magic unless absolutely necessary. I also had our reserves set up stake pit traps and some magical trap spells that should keep them funnelling down in one path. We originally intended these for use against the Old One’s followers, but they should make it very difficult to get past us.”

Ebb nodded. “Just make sure that you keep luring them in, captain.”

“Queen Retariusil, would you mind helping us with that?” asked Harlequin.

“I can do that. What are you going to do?” Retariusil asked.

“We need to get back to fighting the Old One. Ebb, judging from how the Old Ones are charging through, you should keep your kelpies here, in case they manage to break through. Harlequin, you need to order the Cloudsdale Blues and the Wonderbolts to reinforce your battalion, or at least patrol the southern shores of Vanhoover island to make sure the cultists don’t get here,” said Belladonna.

“Understood, I’ll make sure they avoid even looking at the Old One at all costs,” said Harlequin. Glancing at the Others still pouring through the portal, Harlequin grimaced as one particularly fast one managed to duck under a cannon shot, before plunging right through a spike trap. Turning back to his queen, Harlequin grimaced. “Go, your highnesses!”

Biting down her worry, Alternia nodded and, along with Belladonna and her sisters, teleported themselves away with a zap.


Celestia wasn’t terrified; no, that word was totally insufficient to describe her feelings. Even after ten minutes of straight combat, her stomach still felt queasy, her heart still felt cold, as she looked at the sinuous, writhing form of Shi’Nihalar. No opponent she had ever faced had ever generated such fear in her, not even Discord or Tethys.

But at the same time, she was feeling weirdly happy. Many in her reign had thought that Luna was the one who enjoyed combat the most. Her sister had loved to read books on strategy after all, and play war games with the generals. It hadn’t helped with her popularity with the peace loving ponies.

In reality, Luna merely was a student of warfare, enjoying the puzzle of it. Celestia was the one who reveled in combat.

That being said, Celestia was very glad that Luna was at her side, and even more glad Tethys was fighting with them.

That was because Shi-Nihalar was focusing on the larger of the threats, Tethys. Using his mighty tentacles, he would try to strike the Empress. With some of the tentacles as thick as Tethys’s limbs, it was no wonder that the Empress swayed, even as she pushed them back with her own tentacles. The only reason she wasn’t dead was because her natural heavy armor took most of Shi-Nihalar’s impacts. Moreover, Tethys would often use her own tentacles to latch onto Shi-Nihalar’s. While this wouldn’t allow her to completely block any attempts to hit her, her tentacles would allow for her to redirect the force of the blow.

That, and Luna and Celestia were doing the best they could to help her.

“Celestia! That tentacle is going for her throat! Cut it!” ordered Luna.

Celestia spotted the offending appendage reaching for Tethys’s throat and swooping down towards Tethys, she launched a golden beam at its base. The beam sliced through the muscle, not cutting it off, but weakening it so that Luna’s followup slicing spell severed it completely.

Tethys didn’t have time to say thanks. Her eyes were narrowed, partly so that the black, tar-like blood that flowed from Shi-Nihalar’s wounds didn’t get into her eyes. Her blood-ringed mouth gave a feral look to her, the scene from nightmares.

Celestia nearly paid for her momentary distraction with a tentacle to her face. Luckily, Luna was watching her and a telekinetic yank pulled Celestia out of the way before Shi-Nihalar’s tentacle could smack her out of the sky.

“Thanks!” gasped Celestia.

Luna nodded before zooming back into the fight, hitting another part of Shi-Nihalar.

It was at this moment that the changeling queens popped back into view and they quickly flew up to where Celestia was.

“How’s the fight going?” asked Chrysalis anxiously.

Celestia grimaced. “Slow. I’ve had to use a lot of magic just to keep some of Shi-Nihalar’s tentacles off of me. She won’t say it, but Tethys is having difficulty biting into him.”

“Certainly doesn’t look that way,” quipped Simulacris. The Empress was still biting into the Old One after all and the blood actually changing the color in the ocean was evidence of the damage she was doing.

“No, but she can’t keep it up forever. We need to keep the tentacles from strangling Tethys or throwing off her hold. Everything else at this point is secondary,” said Belladonna. Glancing at Shi-Nihalar, Belladonna pursed her lips. “Pair up: Chrysalis with Alternia, Celestia with Luna, and I with Simulacris. That way if someone gets caught we can free them more easily.”

With a quick nod, they were off. Like hornets, the changeling queens and alicorns buzzed around the Old One. They fired spells at eyes to blind them, threw spells down the uncountable number of mouths. Most importantly of all, they cut tentacles that reached for Tethys, or tried to place protective spells on her.

Often these took the form of shield spells that would blunt the impact of any tentacles that did hit Tethys, who would wince otherwise. Most of the time one pair, such as Alternia and Chrysalis, would seize the tentacle that tried to hit Tethys with their magic so that another pair, usually the more magically powerful Celestia and Luna, could swoop by and slice the tentacle off.

Yet, no matter how many tentacles they sliced, no matter how voraciously Tethys tried to consume Shi-Nihalar, it seemed that nothing was changing. Shi-Nihalar seemed unaffected. It was like attacking a rock that was fighting back.

For a moment, Alternia was wondering if they could reconsider their strategy, until she noticed something.

Tethys seemed larger than she recalled. Not stopping because that would mean death, Alternia circled above the Empress. She had been larger than two Equestrian battleships end to end, but now…

Alternia glanced at the beach and to Tethys, who was now drenched in Shi-Nihalar’s pitch black blood. Yes, Tethys was definitely getting bigger. She had grown almost the length of a destroyer. The proof of it was that she was sprouting even more tentacles to help combat Shi-Nihalar.

Again, Alternia was reminded of the ludicrousness of the situation. Less than a month ago they were enemies, but now, Alternia wanted Tethys to succeed in getting more power…

She’s growing isn’t she? asked Chrysalis.

Oh yes. According to Tethys, the growth is going to be exponential as when she gains power she eats faster and… well, you get the picture. Thought Alternia.

Simulacris cursed. Good. We can’t keep this up for long. I haven’t fought this long in ages—

And Alternia’s heart dropped to her stomach as she saw a tentacle slam Simulacris out of the sky and into the ocean.

Simulacris! screamed Belladonna.

“I got her! Keep fighting!” roared Celestia. Despite her wanting to know if her sister was alright, Alternia swallowed and forced herself to dive at the Old One again, trying not to feel the fear and worry coming through the link from her other sisters.

Unfortunately, Belladonna didn’t do so well at controlling her emotions. A particularly reckless anger-driven dive took her far too close to Shi-Nihalar. The Old One didn’t waste the opportunity, and several tentacles sprang at her.

Belladonna dodged them, but only just and one of the mouths on the tentacles bit hard.

“AGH!” Belladonna’s cry distracted Alternia and unable to control herself, she swooped toward her sister. The younger changeling queen was bleeding from her head, her ear completely snapped off.

“I’m alright, fall back quickly. I just need to cauterize the wound!” swore Belladonna.

“I can help with that!” panted Simulacris hovering back up. Alternia’s glance revealed Celestia had re-entered the fight, but when she looked back at her younger sister, she froze.

“Simulacris… what happened…”

Simulacris gestured with a hoof to her leg which was affixed to her torso through some straps. “Broken leg. It caught me at a bad time. Go, Alternia! We knew what risk we were running into!”

Nodding helplessly, Alternia tore back toward the Old One, praying to the Great Hive Mothers, and to the Creator herself, that they all might just survive this.

Wonderbolts and REINS Airship Executor…

Being on standby, the Wonderbolts had moved out immediately upon receiving the radio request from Captain Harlequin for air support. For good measure, Captain Spitfire had asked for the REINS to send along its only combat-airship on the Western coast.

Trailing behind the Wonderbolts travelling in a V-shaped four-finger formation, the the sky-blue REINS Executor, the name ship of her class of airships, was actually doing an impressive speed. A sleek helium balloon and a cabin that tapered to her hull, as well as four powerful propellor engines, allowed the airship to at least make a speed that Spitfire didn’t feel too annoyed for following.

The airship also had twelve relatively light, but very accurate six pounder rifled guns for bombardment, surgical strikes and, when necessary, airship combat. These ships also cost a hell of a lot of tax dollars that Spitfire was now very glad she had paid.

They had taken a long route, approaching Vanhoover Island at its southernmost tip to avoid any sight of the Old One. Thus, they were flying over quite a bit of ocean.

“Wait, what’s that to our horizontal 10 o’clock?” asked Soarin.

Spitfire, eyes shielded by her aviator goggles, glanced in the direction her wingpony was indicating and felt her wings nearly freeze up.

“Those are our two Equestrian destroyers! But why do they have more ships following them? We initiated a ban on sea travel in the Western Ocean for this operation!” exclaimed Spitfire.

“Then those must be the cultists. But… holy Celestia…” gasped Fleetfoot.

Because the ships following the destroyers could only be described as an armada. Most of them were civilian ships, freighters, even a few tugboats. But the sheer number of them and the fact there were two destroyers escorting them meant the Wonderbolts had a daunting task ahead.

Taking another glance at the ships. Spitfire grimaced. “Contact Captain Harlequin, tell him we can’t assist. Report that the Old One has an estimated number of five thousand cultists have been spotted and we are engaging.”

Soarin swallowed and glanced at the four small hoof-holdable bombs he and the other Wonderbolts had harnessed to their flight suits. “But we don’t have anti-ship weapons, Captain! We only have some small bombs we were planning to drop on the Others!”

Spitfire nodded. “No, but we just need to delay them and make sure any pegasi with them don’t reach the Executor, which has the cannon necessary to do the job. Our bombs will also be just fine in killing them. Tell the Executor’s captain to follow us into combat!” Soarin nodded and flew off as Spitfire glanced back at her Wonderbolts. “Wonderbolts! Divebomb the destroyers! Squad one with me onto the one to my right. Squad two to the left!”

“Yes m’am!”

With extreme precision, the Wonderbolts got to nearly just above the destroyers, before plunging down. The wind ruffling their feathers, pinning their suits against their bodies, the blue-yellow clad pegasi dove.

The destroyer’s crew didn’t know what hit them. Small blasts exploded all over the warships, sending ponies flying, even as the Wonderbolts pulled back up and away.

“Damn, did you recognize those uniforms, captain?” asked Fleetfoot.

Spitfire sighed. “I did… They were mind-controlled. But we can’t help with that now. We need to stop the fleet.”

Spitfire turned to see pegasi, and even changelings lifting off from the ships, tearing towards them and the airship bearin down on them. The Executor was already firing at the ships, its small, precise cannon ripping into the superstructure of the armada’s ships, not really sinking them, but sending ponies, changelings, minotaurs and even some kelpies flying.

“No matter what it costs us,” said Spitfire.

Harlequin’s Reserve Forces…

Harlequin was turning to his signals officer, rather livid.

“What do you mean the Wonderbolts cannot assist us? The fate of Equestria depends on it! The fate of the whole freaking world depends on it! You told Captain Spitfire that I’m the acting in command of all Equestrian forces in this battle right?” screamed Harlequin.

The officer, a unicorn mare with a communications crystal on a chain around her neck, nodded, her eyes desperate. “Sir, Captain Spitfire reports that REINS has given them intel that has directed them to the ships taking the Old One’s cultists to this location. Unfortunately, there are far more than we anticipated!”

“How many?” demanded Harlequin.

“Five thousand of them in an armada of ships, including our two missing destroyers! The REINS has been forced to deploy the Executor!”

Harlequin blinked and swore. “Well at least we don’t have to worry about the cultists. Thank you. Now get Ermane on the line and ask him where are his Cloudsdale Blues.”

“Yes sir!” said the mare running off. Harlequin didn’t have time to check though as he quickly clambered up a survey mound he had dug up to be able to get a good view of his battlefield.

From his commanding position behind even his force’s cannon, he could tell the Others were furious, but they weren’t breaking into their lines. At least not yet. The cannons were getting so hot from being fired as fast as they could that the water the kelpies were hydromancing from nearby streams to help cool them steamed as they struck the barrels. There were more others that were making it through the portal and onto the path that led to their lines, but a well placed spell, or a blast of water from a kelpie would often lead the Other to trip and its doom to a barrage of crossbow bolts or a cannon shell.

At this point, Harlequin didn’t even wince as the shells exploded amongst the Others, ripping them to bloody shreds. Their limbs were littering the path and the trapped fields to either side of the paths after all.

Still, even though Ebb Flow and her kelpies, quite a few who were resting and recovering in front of him, were being completely cooperative Harlequin felt he had forgotten something. No, it wasn’t the kelpies. They were quite willing to help keep the cannon cool and to help snag the Old Ones up. They’d even iced the path, now a slippery surface of blood-colored ice so that Others could more easily slip up and trip.

It wasn’t about his queen. Harlequin was doing his best not to think about her or focus too hard on his link with her. He knew she was worried and stressed, and afraid, but alright.

Except Harlequin’s instincts as a soldier telling him that he was in trouble and his ears were flicking left and right.

Then he heard a crash and the crunching of tree branches. Spinning around, Harlequin drew his short swords. His mind whirring, the changeling had quickly realized what was happening.


Before Harlequin could get another word out, a grotesque Other was upon him. The massive grey-colored thing was pillar shaped, with hooked, mismatched fingers that sprouted not only from his hand but up his four long arms as well, too-long nails, and strode on two stumpy legs.

Jumping Harlequin dodged the Other’s first strike, his wings backstroking desperately to take him away from this engagement he knew he couldn’t win. The Other’s second strike was too fast though and Harlequin was only able to stab his two swords into the arm of the monster. This caused the thing to let out an unearthly deep groan from its toothless yet, mandibled mouth.

It also left Harlequin wide open when the Other seized him by his wings.

Oh f—

And he was spinning. Pain exploding in his back. Harlequin tried to fight through the disorientation, but he wouldn’t stop spinning. The world was blurring around him even as the pain in his wings, and especially where they met him grew greater and greater. Harlequin knew he was screaming, crying. He had at some point realized the Old One was winding him up, like a pony athlete winds up a hammer. Except, Harlequin was the hammer and he knew his wings were simply not going to hold.

They didn’t. Harlequin nearly blacked out as his wings simply separated from his body and he went flying. The world still blurring around him, the changeling rolling through the air for what seemed like eternity, his life flashing by his eyes. He could see his birth, his first birthday, his first crush, him receiving news of his mother, his guard training, his infiltration training, his infiltration into the Royal Guard, and his meeting with Alternia.

That slideshow ended with brutal force as he slammed into bush, thorn and ground, tumbling head over heels until he came to a stop. His body aching, blood seeping into the forested floor from his back, Harlequin stared up into the blue sky as he blacked out.