Armor Fillies

by MarkTheWolfpony


Season 1, Chapter 26: All for one and one for all!

“WHAT!?” Drill slammed her hooves against the monitor. “WHAT DO YOU MEAN THEY'RE GONE!?”

The monitor raises the volume, projecting Kendo’s voice. “Well, it looks like a wasteland around here. None of us have found any leads to where they’ve gone.”

Drill stepped back and fell on the bench. “Ugh…Just get back here when you’re done, ok?”

“Right! Kendo out!” The monitor turned itself off.

“Guess it was too good to be true then?” Faust sat next to Drill, spreading his wing around her.

A long sigh of annoyance escaped Drill’s lips. “You can say that again.”

He pulled her in, giving her some soft cuddles. “Don’t worry. We will get them next time.”

Drill rolled her eyes, growling like a dog. “Don’t do that please…”

The door suddenly opened. Sweetie Belle and Gemstone entered and stood in front of them.

Sweetie Belle had a bit of trouble standing upright, unable to face the two. Her hoof went back and forth, rubbing her neck as it formed a red spot underneath.

In contrast, Gemstone looked a lot more casual, appearing as if she did not even care what was going on.

Drill stood up straight, giving them a wide eye look. “Enough time has passed, so I hereby reactivate your armor powers.”

The same flash from before covered there flanks for a quick second. The sparkles around their cutie marks appeared just like before. Sweetie Belle gasped in joy, jumping around with a smile on her face.

“Now I don’t want you two in trouble like that again!” Drill stared them both down with a stink eye. “Do I make myself clear?”

The two nodded quickly before heading out of the briefing room.

Faust giggled uncontrollably, “You sure acted like a mother there.”

“SCREW YOU!” Drill stomped out of the room, slamming the door on her way out.

“Oh, I know you love being called that.” She laid her head back. “You’re the mother of a child who works here, you know.”


Out there, somewhere in the darkest part of Equestria, in a land shrouded in darkness, a certain type of infestation began taking to new land. A dark skinned creature with blue eyes and insect-like wings flew over its newly-acquired land.

“Looks like we got new business here,” Anthony said. He laid back as he let out a deep breath. “Gotta love expanding our territory, huh, Poke?”

Poke kicked him off the rock. “Let's hurry up and meet with the others. Our queen will be here soon.”

Anthony glared at him with his big eyes. “That was awfully rude of you.” He picked himself up, wiping the dirt off his shirt. “You should learn to let loose.”

“Ya…” Anthony rolled his eyes, letting out a long sigh. “That sure helped us the last time we were together.”

Anthony snarked at him. “Well, complications happened.” He ended with a sarcastic giggle. “Maybe if we made our own choices and weren’t so uptight all the time…”

Before Poke could answer, a shadow was cast from above them. The two quickly fled, meeting up with all the other changelings that were bowing down. Both did the same as the shadow disappeared. Queen Chrysalis appeared in front of all her subjects, bearing a huge, devilish smile.

“I appreciate the welcome, my fine subjects!” The changelings parted as she passed through their ranks. “How is the status of the expansion?”

Poke ran up to her left side and replied, “Things are going well, my Queen!”

Anthony giggled a bit. “There should be enough here to last us a lifetime.”

“Good!” Chrysalis stopped, and the duo halted beside her. “Because today is going to be a special day for us, my children!”

All of them cheered with excitement.

“We’re going to take over manehattan!” Chrysalis laughed maniacally as the changelings cheered her on.

Anthony gasped, and his good eye twitched as his teeth clenched together as if glued. “Ummm... Your Highness...”

Chrysalis glared at him, annoyed.

“Listen…” Anthony continued, scratching his mane as his big eye continued twitching, “don’t you think it’s a bad idea to try taking over an entire city again? Like the time we tried to take over Canterlot or the Crystal Empire!?”

Chrysalis giggled uncontrollably. “Don’t my my child.” She rubbed her hoof slowly across his head. “This time, I’m not gonna let any of Celestia’s pupils beat me!”

“Trust her, Anthony,” Poke said, then paused for moment. “This time...we are prepared.”

Anthony nodded his head slowly. “Goodbye, good eye…”


The hospital doors immediately opened. Celestia and Luna checked in at the front office, despite all the looks the ponies were giving them.

“Where are the Mane Six?!” Celestia slammed her hooves right on check-in table. “Get them now!”

“Yes ma’am!” Nurse Redheart dropped everything, leading the pair to the top floor.

Everypony stepped aside, bowing to their royal princesses. Redheart stopped right at the middle, opening the door. The sounds of groaning and moaning became more noticeable.

Every single pony they cared for, now bed ridden. Their bodies were covered in white bandages and bandaids. Half of them could barely stand up.

Celestia kept walking by. Seeing every one of her friends like this was too much, even for a princess.

“Twilight…” Spike grabbed hold of the unconscious unicorn’s hoof. A tear formed in his eyes.

Twilight’s wing wrapped around Spike. “It’s ok, Spike….They’ve gone through things a lot worse.” Without warning, Spike wrapped his arms around her, holding back his tears as he pressed his face against her chest. “She’ll pull through, like always”

Luna growled as her thoughts started to kick in. The laugh of a mad stallion ran through her mind like a wild animal. “Grrr..” Her mouth opened, showing her teeth gritting against each other like crazy. “I’ll be out for a moment.” Luna stomped out of the patient's room.

Celestia looked out of the window onto a bright and shiny day. “I‘ve got a very bad feeling about this…”


Without warming, Imp punched right through the treehouse wall. Quick breaths came at alarming rate. As his breathing started to whither, he slowly turned his head as he saw all of his friends just a few feet away. “Ugh…” He sat down, shaking off all the splinters on his hoof. “I’m very sorry…”

A light tap on the shoulder caught his attention. Seeing Applebloom’s face felt like a cool summer breeze. “I know it’s hard when ponies around you get hurt,” she said as she wrapped her hooves around him, “but we are still here and kicking, and that’s what should matter, right?”

“Grrr…” Imp’s cheeks burned like hot lava. “You can let go of me now...I’m feeling a little better, at least.”

Applebloom gave him the biggest smile as she pat him on the head.

Imp glared at her. “I would like it if you didn’t treat me like a little filly.”

“But aren't we already little fillies to begin with?” Scootaloo’s face and voice were deadpan. Everyone stared at her, giving her a very unsatisfying look. “Eh…” She backed away, laughing awkwardly.

Sweetie Belle let out a huge sigh. “Dr. Warp is still out there, but that doesn’t mean we failed.” She smacked her hooves together, giving a cocky smile. “We’ll get him the next time he appears!”

Just as the atmosphere filled with cheers and joy, the door was flung open. The four looked, and saw Kendo barely able to stand. “We’ve got trouble!”

The four looked at each other, distressed by the call.


The five headed quickly to the briefing room. Kendo opened the doors, letting them pass through. However, an unexpected surprise was waiting for them.

From the front row seat, they could see all the fillies from their past adventures sitting in the room. Their reactions were incredibly mixed.

“Hey! It's the Cutie mark Crusaders!” Windy Sprint jumped towards Imp, knocking him off-balance. “It seems you’re getting a lot closer to your new friends!”

Imp chuckled nervously. “Ya...but can you get off me, please?”

A cynical laugh caught his attention, making his face paler. “Well...It’s amazing on how you moved on so quickly.”

He avoided eye contact, but he knew who it was.

Gemstone was displeased. “You can turn your head towards me now.”

“And what!?” Sweetie Belle stood face to face with Gemstone “You think you can just command him!?” Her eyes burned with fiery rage. “Especially the fact that your antics got me in trouble!”

The only response was a snicker of satisfaction.

Sweetie Belle backed away as her eyes shifted toward Boomer. “Oh, it's you…”

Boomer let out a long, disjointed sigh. “It's nice to see you too..”

Nightgale glanced around, looking a bit confused. “I guess I missed a lot of tension here, huh?”

Flutter Kick laid back on his shoulders. “Tell me about it!”

Glaive walked up to Scootaloo, “It’s nice to see ya again!” He put out his clawed hand with a smile.

Scootaloo nodded slowly, passing on by as she took her seat.

He rolled his eyes, and sighed. “I can see you’re still upset with me for beating you, right?”

“Alright, that is enough chatting!” Her stern heavy voice got everypony shivering the moment they sat at their seats. “Time for the mission briefing!” The monitor activated, showing a ton of pics from Manehattan with a bunch of ponies entering on busses and trains. “As you can see here, there was a huge spike in activity of tourism as of late.”

Glaive chuckled. “It’s like a huge nest of pests coming in for the all-you-can-eat buffet.”

Drill nodded. “You’re not far from the truth.” The next photo slide showed a specific detail on one of the tourist. Everypony’s mouths dropped open. “Apparently, one of the tourist didn’t get the memo.” Drill flew up, expanding the top picture. “Your mission is to meet up with our contact who took the photos and find out what the Changelings are up too.”

“So basically, this job is way too big for just one of us, right?” Gemstone smirked, laying back without a care of the world.

Everypony slid away before Drill’s hoof came in contact with the seat next to her. “I want you to listen very carefully, so I hope your ears are clean today.” Her eyes pierced her like the fire inside of a volcano. “You got lucky, since the punishment is only a small fraction of what it could've been...Now imagine how far we could have gone if you mess up again.”

Gem wasn’t intimidated one bit. She sat back and smirked again. “Like that would ever happen to me.”

Drill nodded slowly, looking away in shame. “Everypony please keep an eye on her, ok?”

Sweetie Belle smacked the dirt off her hooves with a cocky smile. “Oh, with pleasure!” Her eyes glared at Boomer. “Don’t forget that I’m keeping an eye to you too!”

Boomer turned away, slowly facepalming. “This is getting so annoying…”

Flutter Kick softly landed on his head. “I don’t know why, but I think she is speciest, don’t you think?”

His words were completely dead, only giving a sigh.


It was a long ride to Manehattan. A few in the group stayed silent as the others chatted away to pass the time. The fluidic sound of a guitar was the only thing distracting everyone from the long boat trip. It didn’t help that the cramped quarters on the ship made for a very uncomfortable atmosphere. Apple Bloom held her breath to keep the rotten air from entering her mouth.

Unfortunately...she could only hold it for so long. “BLEH!” Apple Bloom wretched sharply as she barged in between Glaive and NightGale.

Glaive covered his eyes as NightGale watched the food shooting out into the water.

His eyes twitched at an uncomfortable rate. “I think I just lost my appetite…”

Apple Bloom slowly climbed up beside him, “I’m sorry...Not a boat person.” Her face was completely green, and her eyes could barely focus at him.

NightGale laughed awkwardly before becoming sad. “Please...don’t vomit on me.”

“How long ‘till we get there!?” Scootaloo flopped onto the hay bed, kicking out her legs to stretch. “I’m getting bored here!“

“I agree with Scootaloo,” A small zap of lightning appeared on top of her forehead as Flutter Kick descended. “It’s been, like, 5 hours, and I’m already bored as a doormat.”

The guitar’s smooth rhythm stopped. “Hey now!” Windy Sprint shouted as she jumped off the pole, landing right on her guitar. “I don’t think it's that bad.” She kicked the guitar onto her back. “Besides, it gives me a chance to perfect my smooth rhythm skills!”

Imp sighed. “Drill should have probably used a spell to make this go faster.”

With all her might, Apple Bloom held back her resurging nausea. “Speaking...of which, where is Swee...Swee…” Her mouth clamped shut as her cheeks inflated like huge balloons. She turned quickly to the side and let it all out.

NightGale watched in utter shock before all of it covered him.

Glaive laughed as NightGale screamed in agony through Apple Bloom’s multiple apologies, then said, “Oh ya, speaking of which, where is Sweetie Belle?”

“She is locked inside one of the rooms on this Boat,” Gemstone causally said as he walked towards the group.

“Ummm,” Glaive began, his mouth slightly open, “why did she do that?”

“Its because of me,” Boomer sat down as he looked at a distance.

“Wait a minute,” Glaive scowled. “You’re saying she is still in that mind of thinking?”

Flutter Kick nodded slowly. “You know, I felt sorry for her when I first heard of this, but now she is just being petty.”

“Well, to be fair...” Windy cringed as she gave a quick awkward laugh. “Your family did kidnap her sister twice and force her to work as slave labor…”

Boomer scoffed, facing them with an angry look. “What my family does has nothing to do with me!”

Everypony stepped back from the sudden outburst.

After taking a long, deep breath, the anger within him died down. “It's not easy being born into a family of low lifes and thieves…”

Gemstone giggled loudly. “Well, it's best to just endure the hate, because that is how certain ponies will feel.”

Imp stare blankly. “You have no remorse, do you?”

“HEY GUYS!” Everypony quickly turned their heads. “Looks like we're here!” Apple Bloom gasped upon seeing the city for the first time of her life.

Imp launched his yoyo, wrapped nicely into a little bow around the rock. He quickly tied it to the sail pole. “Ok...let's get to work!”

The life boats descend in groups of two which paddle into the sewer entrance. As they reached the shore, an orange pegasus filly with a blond mane and tail flew towards them as the bag and camera muffled around.

“Good to see that my backup has arrived!”

Boomer waved his hoof. “You must be the contact that Drill mentioned.”

“You got that right!” The pegasus smiled, revealing a gold tooth. “The name is Filmreel Pete!” Her camera softly his her face. “I’m going to be the best reporter in equestria!”

Scootaloo jumped towards her. “Oh, nice to meet you! I’m-”

“No need for the introduction!” Pete laughed awkwardly. “Drill already informed me of your arrival.”

Sweetie Belle ran past them, not looking back. “Let’s just go do our jobs now!”

Pete scratched her head, giving the others a wide eye look. “What’s up with her?”

Nobody responded as they followed after Sweetie Belle.

“Ummm...Ok?” Pete shrugged and caught up with them.

As they entered the sewer, the light diminished quickly. All of them were on guard, keeping a close eye on every dark corner.

“Oh ya!” Pete’s exclamation stopped everyone in their tracks, “I should show you some of the pics I got.” She reached deep into her back, and threw a bunch of pictures on the concrete floor.

All of them showed multiple hive pods hidden within the buildings, each one with a pony inside it . Everypony couldn’t believe their eyes.

“LOOK!” Applebloom pointed to one picture with her jaw agape.

The Cutie Mark Crusaders’ eyes widened the moment they recoginzed Babs inside one of the pods. “BABS!” They shouted as one.

“Guess you know that filly?” Pete puckered her lips and rubbed her chin in thought.

“She is my cousin!” Applebloom shouted.

“And our friend!” Sweetie Belle and Scootaloo shouted simultaneously.

Pete growled in concern. “Well, she and many other citizens have been captured and cocooned by Changelings that were here on vacation if you-”

She paused as the three ran past her. “We’re coming Babs!”

“HOLD UP!” With one fling, Boomer’s arms stretched around the CMC. “Let’s think about this for a moment!” The three were pulled in faster than a slingshot could fire a rock.

“LET ME GO YOU DIRTY DOG!” Sweetie opened her mouth wide, then she bit down on his arm.

Boomer bit his lip, as the pain was unbearable, but he did not let go. “We should not charge in when we don’t have a plan!”

“AND WHO MADE YOU BOSS!?” Sweetie pushed him, her green eyes glaring angrily. “Why should I listen to a dirty dog like you?”

A soft, vicious growl accented Boomer’s reply. “Because this ‘dirty dog’ doesn’t want you and your friends to jeopardize the mission!”

Glaive sighed in frustration. “Can we please not argue about this!?”

“Umm, guys!” Flutter flew around them. “Where is NightGale?”

Everypony looked around, but no sign of him could be found.

“You gotta be kidding me!” Windy Sprint shouted, kicking the sewer water.

Imp quickly spotted a few water tracks, “I know where he is going.”

Scootaloo tilted her head. “Why did he leave without telling?”

They heard laughter, and everypony immediately focused on the source.

“Anything you like to say there?” Imp’s tone was heavier than usual.

“Well...You probably didn’t see that he was in a hurry,” Gemstone casually walked through the group. “I think it's best you see the picture.” She walked away, not looking back.

Imp picked up one of the pictures to take a closer look. The only thing that caught his attention were two fancy looking ponies.


The crowded streets were as busy as usual. A turtle slowly plodded on by, stopping atop the manhole, then slipping inside his shell to slumber. Suddenly, the shaky movement cause him to pop back out of his shell. The manhole top burst off the ground, launching the turtle sky high.

“Finally!” Scootaloo dragged herself out of the sewer

The others followed quickly. All of them took in long deep breaths, catching all the fresh air within their bodies.

Scootaloo inhaled greedily. “Oh, dear sweet Celestia! The sewers got unbearable the further we went!”

“Welp,” Imp wiped the sewer water from his hooves. “I guess all of us need a shower after getting into that mess.”

“Eww...” Sweetie Belle shivered uncontrollably. “Don’t remind me of that!”

“Ummm,” Flutter Kick flew up slowly. “Everything seems normal around here.”

“NO!” Without hesitation, Pete launched her bag into the sky, knocking him down from the sky as he landed on a pile of garbage. “Everypony hide now!”

A lot of questions ran through the minds of the group, but at the moment, they jumped into the nearest garbage piles or trash bins. Nopony moved a muscles as a few shadows passed by. They did not look up. It felt like a terrifying eternity, but in a few minutes, the shadows were finally gone.

Imp leapt out of the garbage, wiping himself off. “Well, that was a good call there.”

Pete laughed awkwardly. “Ya, I forgot to tell you the changelings have routine patrols of the city.”

Gemstone giggled softly. “I give them credit, they are learning from their past mistakes.”

“Oh ya!” Pete turned to face her, “I heard about your last encounters with them.”

“Ugh…” Flutter woke from the sudden coma, building with rage. A spark ignited right in front of Pete’s face. “Vad fan! DU KAN av berättade för mig att FUCKING stopp och inte kasta väskan som en jävla tegelsten!” He kicked and punched the air, spouting off a garbled mess at her face.

Pete’s head tilted, giving him a wide eye look. “Ummm... Does anyone know what he is saying?”

“Oh, just let him get tired out,” Glaive chuckled. “He gets angry very easily.”

The gibberish stopped, and Flutter breathed heavily as he cooled down. “Ok...Now that I made my point clear, let's find NightGale and stop this changeling invasion.”

Without hesitation, all of them ran, taking a left turn as they fledfrom the shadows. But none ever heard the laughter from the roof above them.

Poke looked down from above with a devilish smile. “So, the Armor Fillies have caught on to our antics.” He nodded slowly to himself, laughing. “And I guess that NightGale is here too.” His wings spread wide as he leapt from the building. Soaring through the skies, he headed straight to the big building with a horse chess piece statue. “I’m coming for ya, NightGale!”


Changelings passed by as they looked for any remaining ponies going through their normal day. A few minutes passed before swarm headed out.

Flutter Kick popped out from the shadows to look around. “Ok...I think the coast is clear.”

The others formed up, taking a peek at the busy urban street.

“Gotta give it to the changelings,” Boomer said with wide eyes, “this place looks as fine as ever after they invaded.”

Sweetie Belle growled, “Ya, I bet you do.”

Boomer glared at her.

“Ok, what is the plan?” Applebloom scratched her main, looking at everypony.

Imp nodded slowly. “I think finding NightGale should be our top priority.”

“I still wonder why he left in such a hurry?” Scootaloo tilted her head, scratching her mane. “Kinda weird, don’t you think?”

“Well, whatever,” Imp said as he looked around. His eyes focused on the guards walking by along side a few changelings. “Celestia guards are here!”

“They look like they got captured?” Pete zoomed in with her camera.

The changelings transformed into Celestia guards. Spreading their wings, they flew out of the busy streets and into the blue sky.

Photographs dropped into piles as the camera’s film roll was depleted. “Well, that is interesting.” Pete picked up the picture as everyone huddle behind her. “So this could explain why Celestia and Luna never got any reports here.”

Gemstone giggled. “Well then...let’s destroy these buildings and see where it gets us!” A flash appeared, as the armor formed around her. A pick ax appeared in the palm of her hoof. She raised it to strike the nearby wall.

“WAIT!” Peter quickly armored up, jumping out of the flash as she launched a photo like a shuriken which knocked her ax away. “Don’t do that!”

Gem’s eye twitched as she held back the anger. “Why not?”

“Because these buildings have changelings sleeping on the walls!” She quickly pointed to a window, revealing a changeling sleeping within. “If we interrupt their sleep, they will send very annoying signals to every changeling in Manehattan.”

Gem nodded, letting out a long sigh. “Well, you got me there.”

“So how are we gonna rescue them now?” Boomer scratched his chin.

Pete snickered with a cocky smile. “Oh, that is when this will come into play!” She launched a photo, showing what looked to be a few changelings drinking bottles of chocolate milk. “As you can see, I took a lot of photos while waiting for you, and this is how we will get every changeling to come out into the open.”

Imp looked closer look at the photo. “So what do you need?”

Pete smirked. “Time to armor up, everyone! I'll give you the details as we head to the store.”


“He-YA!” NightGale spin-kicked a changeling into the swarm. The other changelings leapt out as it slammed against the wall. The others surrounded NightGale as, two by two, they attacked simultaneously. NightGale slid underneath, kicking two changelings into the alley as the others sprint away. The two remaining changelings didn’t expect him to charge them. NightGale jumped off the ground and kicked them both right in the face. They fell as their eyes spun.

NightgGale calmly paced himself, taking deep breaths. “Well...that is what I get for blowing my cover…” He looked around, feeling a bit sad. “Where are you two hidden?” After one more breath, he stood up and bolted. “Don’t worry...I will find you two as quickly as possible!”

As his mind filled with worried thought, he took a left down the alleyway. As he reached the very end, he stopped and jumped into the shadows. His peeked around the corner, witnessing what seemed to be a transport location near the empire state building.

“What the…” Before he could get a closer look, he ducked as a certain changeling with a mob business like suit passed by with his changeling guard.

“Everything is going according to plan, Anthony!” The changeling smiled devilishly.

Anthony pulled out a cigar and lit it with his cane’s built-in lighter. “I hope you are right on that, because I’d rather not have another incident like the last two.” He breathed in, absorbing all the smoke before blowing it in the changeling’s face.

The smoke entered his nose, making him cough uncontrollably. “Don’t…” He could barely finish his sentences. “...Worry sir! I have a bunch of squads out, keeping an eye to the sky.” He collapsed, unable to hold his coughing fit back.

Anthony burst out laughing. “Good to know.”

NightGale took another look around. “Hmmm….What can I do in this situation?”

“HOW ABOUT YOU LOOK BEHIND YOU AND FIND OUT!”

NightGale turned around, getting a hoof right in the face. The impact of the blow launched him across the street, knocking a few changelings down.

“What the hell!?” Anthony stumbled back, confused.

Poke popped out of the shadows, laughing. “Oh, don’t worry, Anthony, I was just taking out the trash!”

“Ow…” NightGale’s hooves could barely hold him up. “Wow...Never been kicked in the face so hard like that.”

Poke giggled devilishly, “It’s good to see you again, as I really wanted to beat the living shit out of you!”

NightGale sighed, slowly nodding his head. “Oh Poke...I see you’re still being as salty as possible.”

Anthony burst out laughing. “I can attest to that one.”

Poke glared at him. “How about you shut up and help me beat this changeling ass!?”

“Pfft!” Anthony flicked his cigar away and twirled his cane. “Well, I do need to exercise more often.” He planted his cane down, piecing through the concrete. “To all the changelings, go out and find his filly friends, and make sure they don’t escape!”

The sounds of insect wings spreading high to the sky was like a huge swarm, ready to destroy crops.

NightGale looked up, catching a glimpse of two ponies in particular. One with a slender body and light pink mane, while the other was dressed in a suit, with a monocle on his left eye and a dark blue mane.

“Oh, you spotted your loved ones there?” Poke chuckled, giving him a death glare. “Figured you’d be looking for them.”

NightGale’s teeth gritted against each other, barely holding back all the anger. “Look...I just want my parents back, then I’ll leave.” He shrugged, letting out a calm sigh. “At least I’ll be out of your faces, if I really do offend you.”

Anthony laughed in a sinister tone. “I honestly don’t give a shit, sonny boy.”

Poke slammed his two hooves together. “This will be so much fun.”

The three stood in place. A ghostly howling wind blew by as tension rose. As soon as it stopped, the three ran at each other. NightGale collided with his two foes as his dropkick came in contact with Anthony’s stance and Poke’s punch. The three leapt back, spreading their wings as they flew high into the sky.

“GRRRRRAHH!” NightGale roared as his speed increased. He took blows from both sides.

Anthony and Poke hit him with everything they had. The three flew at intense speed. NightGale punched Poke away and focused all his attention towards Anthony.

“Wow, your really good!” Anthony stopped in place. NightGale slowed down, only to receive the end of the stick...literally! “But not good enough!” Anthony dropkicked him, sending him into a spiral.

NightGale shook his head as he stopped in midair. “Ow...that hurt!”

“Not as much as this!” Out of nowhere, Poke punched him straight to the building. Cracks marred the wall. As Poke grabbed NightGale’s throat, he dragged him down as the building crumbled. A huge dust cloud rose the moment they touch the ground.

Poke snickered, feeling accomplishment. Nightgale appeared suddenly beneath him, headbutting him right into the sky.

Anthony sidestepped to avoid a collision. “Oh boy, am I going to love this.” He put his cane out sideways, blocking the incoming punch. “You’ll have to do more better then that!”

Anthony kicked him as he flew to central park with NightGale in pursuit.


The fillies moved through the shadows, hiding from the changelings from afar. It wasn’t long before everypony met up behind the super market. Boomer quickly grabbed the garage door, flinging it open with force as the others quickly entered.

Sweetie Belle’s eyes opened wide. “wow...Never knew it was this big on the inside!”

Rows and rows of shelves with boxes filled the entire space, all organized by the pyramid of the food groups.

“Ok everyone!” Pete declared as she sprinted through the group. “Get your carts and grab as much chocolate milk as you can!”

Everypony grabbed a cart and followed Pete to the dairy isle. They filled the carts with all kinds of chocolate milk, ranging from 2% to lowfat.

Imp scratched his mane. “Don’t you think this is enough?”

“NO!” Pete smacked him upside the head. “We need every single milk bottle for this to work!”

“I’m just concerned that this will get us caught a lot quicker!” Imp leaned her head towards her, giving the stink eye. “You think that 8 of us could take on an army!?”

Pete awkwardly snickered. “Let's just focus on the plan and worry about that later.”

Minutes passed. Cart after cart filled with chocolate milk and were placed in rows of fives.

“Ok…” AppleBloom scratched her mane. “So do we split up so half of us stay to guard or…”

Scoots raised her hoof. “Oh! Oh! I want to guard it then!”

As the others talked it over, Pete teleported to the roof. She spun her dial, widening the lens to get a perfect view of the carts. A single button press and all the bottles disappeared in front of everypony. All of them walked around the spot where the carts had been, amazed at how they all just went within a snap!.

“DANG!” Sprint jumped in amazement. “You captured all that in a picture?”

Pete nodded proudly. “This should save us a ton of time.”

Scootaloo pouted. “To be honest I just wanted some action.”

“Ummm…” Boomer backed up, bumping right behind her. “I think your going to get that wish.”

“Huh?” As she turned her head around, her eyes grew wide in fear.

Everypony stepped back at the sight of all the changelings crawling into the walls like little insects. Their glowing eyes were focused on them as they hissed with glee.

Imp went deadpan. “Ok...Next time can you all at least listen to me?”

Gemstone burst out laughing.

Flutter Kick gritted his teeth, giving a stink eye at her. “Why are you laughing?”

“Because I told you all this in the beginning and you didn’t even connected the pieces.” Well, she wasn’t holding back that time…

WIndy spun her guitar in place. “Well, I guess it's time to rock and roll!

“I hate to be a downer, but…” Boomer placed his arms in front of him. “We can’t just defeat every single one of them.”

“Wait a minute!” Flutter Kick flew up to Pete. “Might be time to use that plan of yours!”

“Not yet!” Pete pushed him aside. “She is not here yet.”

Flutter’s eyes twitched. “What the hell do you even mean?”

“Wait...Chrysalis?” Sweetie Belle shouted concerned. “She is here!?”

“ATTACK!” With a single command, all of the changelings swarmed toward them.

The 8 dodged as the swarm gathered around them.

“EVERYPONY RUN!” Imp shouted.

As everyone ranned, they headed to the public street, not giving a single care if they get spotted.

A cry of “INTRUDERS!” was sounded. The ponies turned into changelings as they attack.

Imp jumped right on top of a charging changeling, throwing his yo-yo at a street light. As it wrapped around the pole, he pulled himself in and spun around, hitting every changeling charging at him.

Scootaloo spun her Scooter in the air, knocking three changelings down at once. Applebloom threw her a hammer. With quick reflexes, she kicked it straight into the armor of a changeling guard. The impact made the armor vibrate violently.

A smooth lullaby washed over the area. Sweetie Belle trotted down the street as she sang. The changelings around them became drowsy, closing their eyes in deep slumber as they dropped to the concrete ground. However, one managed to sneak up behind her.

“LOOK OUT!” Boomer reached out and punched the changeling away from her.

Sweetie Belle stopped singing abruptly. *Hey, watch where you're aiming that!”

Boomer’s ears blew steam as his face turned red. “ HOW ABOUT YOU APPRECIATE THAT I SAVED YOUR FLANK FOR ONCE!”

“HEY!” A small flash of light bounced off two changelings, knocking them out. “THIS IS NO TIME TO FIGHT EACH OTHER!”

“Hey Flutter Kick!” Windy Sprint grabbed his guitar, rocking it out. “Give me a huge light show!”

He smirked. “OF COURSE!” Lightning surrounded his body. A small electric ball formed around his hoof. “BATTER UP!” With a single pitch, the ball flew into the sky. Once it reached eight feet, five thunderbolts struck the ground around him.

With a strike of the guitar, the sound waves increased the thunderbolts’ range. The changelings around her weren't so lucky to escape.

Glaive quickly grabbed both changelings’ by their faces, slamming them hard on the ground. “UGH! There are too many of them!”

A flash of light covered the entire changeling group. A photo of rabid changelings popped out the camera processor. “We need to retreat now!” Pete pointed at the nearest alleyway, “Head in there! Not all of them will fit!”

Everypony followed Pete into the alleyway. All except for one.

Imp stopped, seeing Gemstone raising her pick ax. She slammed it down, causing crystals to emerge all the way to the top of the two building.

“GEM!” Imp shouted, “what the heck are you doing!?” He swung his yo-yo, barely scratching the gems.

Gem giggled. “Like you care now, huh?”

“What…” Imp stepped back, looking down. “Whatever…”

Gemstone looked at the changelings swarming around her. A smirk formed. “Now that no one is watching me…” Crystals began to form around her pick ax. “I can go all out!” With a single swing, the roads cracked as the crystal emerged to form spiked pillars.

The changelings flew upward, only a few escaping as the rest were hit with over 60 tons of force. The few remaining began to attack, with the leader striking down with a kick.

Gemstone dodged, knocking him straight into the crystal wall. The other changelings swarmed around her. She ran, spinning her pick around. Many incoming attacks couldn’t phase through it. It wasn’t until a buff looking changeling stopped her pick ax in place.

“Oh my!” Gem’s reaction was deadpan. “Guess they brought out the big guns, huh?”

The changeling’s hoof began to flex and pulse. He managed to crack a piece of the pick ax in half.

Gem was amazed. “Well darn…” Without hesitation, she leapt over him before receiving an incoming punch.

The crystal pillar behind her received a massive blow, making a hole around it.

“Ok…” She said in utter shock.

The changeling flew at her, with both of his hooves out. He looked bloodthirsty.

She quickly sidestepped, kicking him on his back. His eyes widened, seeing his hoof cracking a little. “What…”

A surprise punch in the stomach knocked her back a few feet. The Changeling raised his left hoof.

“Damn it!” She curled into a ball. A shiny surface emerged, sparkling like the nighttime sky.

As the punch collided, it didn’t make a single dent. “HUH!?” He scratched his head, giving a wide eyed look. “GRRRR!” His anger went straight to his front hooves, punching the ever last of her in this state. Every punch sent a shockwaves around her body, getting worse by the second.

Her eyes closed tight, keeping the pain at a bare minimum. “Ugh...Gotta think of something.”

The changelings flocked around them, watching to see how long she could last.


The 8 ran through the alleyway, catching up to the edge of the huge shadow of the changelings chasing them. Swarms dove down at fast speeds, exploding upon impact like bombs.

“Are these changeling insane!?” Boomer screeched, jumping over craters like a madman.

AppleBloom sidestepped, avoiding a changeling’s small explosion. “It’s the Canterlot Wedding all over again!” Her running speed increased as the anxiety built up.

“WAHOO!” Scootaloo did a flip kick in the air, riding in style. “Why didn’t I think of this before then!?”

“THIS IS NO TIME FOR FUN!” Imp flung his yo-yo, lassoing a trash can and pulling it back to him. “We need to get out of this situation before our hooves get tied!” Imp spin-kicked the trashcan upward, knocking down the changeling heading towards him.

Glaive flew next to him. “What about the buildings around us?”

Imp growled, “Did you forget there are changelings inside too?”

“Well, it looks like we have no choice!” Flutter Kick shot to the front. “We won’t last long in this changeling storm!” He pointed his hoof as a thunderbolt formed. The bolt struck upward, exploding into an electrical charge around a few changelings.

“AH!” Boomer leapt into the air. He spread his arms, and claws popped out of his hooves. Around and around, he spun like a tornado, digging a giant hole.

“Hmmm,” Flutter Kick landed on Sweetie Belle's mane. “You have to admit, he is helping out.”

She nodded her head slowly. “Let’s just go!”

Without a second to lose, everypony jumped into the hole. All except for one.

Glaive pierced his claws into the concrete floor. “GRRR!” He carried a huge piece right next to the hole.

“WOAH!” Windy Sprint blocked his way. “You can’t go alone!”

He looked at her, letting out a loud growl. “Please don’t stop me on this!”

“I know!” She kicked her guitar off her back, landing on hooves. “Let me help ya, dude!”

He chuckled, dropping the huge piece on the hole. “Let’s rock and roll then!”

The two charged into the changeling swarm. Many of the changelings dive bombed towards. They collided, knocking the changelings back like bowling pins as they ran up to the roof with the other changelings in pursuit.


The ground shook uncontrollably. Everypony looked back to see the entrance way is closed.

“Ok...I really hope this is not a recurring theme.” Scootaloo’s face fell for a moment.

“Hey guys!” Boomer trapped on the ceiling, hearing a tainted thump noise. “I think I found a building here.”

“HEY!” Sweetie Belle shouted angrily. “Stop doing that! You’ll alert the changelings!”

Boomer punched the ground, giving her an angry glare. “How about you shut up for once and realize that what you are doing is petty and childish!”

“SHHHH!” Flutter Kick zipped around them. “You’ll wake up the changeling-”

Boomer shoved his hand in his face, “NO! This needs to be dealt with now as I’m very sick and tired of this attitude!” He pointed his finger right on the nose, pushing her back. “Let me make this very clear, you piece of trash!” As he leaned toward her, his eyes narrowed. “I’m getting sick and tired of your hatred towards me and my species! I wouldn’t care as much if you didn’t bring it up so much, but now it's just getting ridiculous!” He paused, taking a deep breath. “How about instead of spouting your hatred towards me and my race, you focus on the FREAKING MISSION YOU STUPID IDIOT!”

Sweetie Belle’s eyes shrank to the size of peas. Her frown grew wider, and twitched.

“Wow…” Scootaloo’s mouth dropped open, her eyes wide. “This….is awkward.”

Sweetie Belle shook her head, taking a deep breath. “Let’s keep going everyone,” she walked up to Boomer, feeling a bit uncomfortable. “Continue digging, ok?”

He nodded. “Ok, but first we need to find a way to get up there without waking the changelings.”

“AHH!” AppleBloom bumped into Imp, knocking him off balance.

Imp quickly got up, “SHHHHH!” His teeth gritted, glaring at her.

“Well, I’m sorry but...” She looked up. “I swear that something wet touched me.”

“Wet, you say?” Flutter Kick rubbed his chin, giving a cocky smile. “Ok everypony!” He turned around, forming an electrical discharge. “Stand back!” He clapped his hooves, sending the electrical current right onto the ground floor. The charge lasted five seconds before stopping completely. “Now we wait…”

A few seconds passed. It wasn’t long before a crack started to form. Everypony stepped back as it it open. Changelings fell and piled on top of each other. More toppled over as they barely covered the hole from above.

“Yep,” he nodded as he give a satisfied smirk. “Just as I thought.”

“Hey, look!” Scootaloo pointed upwards. “It’s the captured citizens!”

Without hesitation, they climbed up. Once they got to the first floor, they found the entire room covered in changeling goop which kept the cocoons stable. The eyes of the ponies within began to slowly open at the sound of the ruckus.

“Remember everyone!” Imp said as his eyes darted around. “Make sure none of them knows who you really-”

“BABS!” The CMCs shouted simultaneously.

Imp let out a long groan. “Do the three of you ever listen to me?”

They ran up to the cocoon and ripped it open. Babs spilled onto the floor in a puddle of goop.

“She looks hurt!” Scootaloo exclaimed.

“Ugh...” Babs twitched.

“Oh great!” Flutter Kick flew behind Boomer. “She is waking up!”

Boomer giggled. “Oh, don’t worry.” He waved his hand in front of him. “She won’t recognize our voices anyway.”

Babs opened her eyes slowly . The moment she caught sight of 4 specific ponies, she jumped to her feet. “Scootaloo! Sweetie Belle! Cuz! And Imp!”

Boomer’s face went null.

“Ya…” Flutter Kick sat on his shoulder. “Inte oroa va?”

Babs jumped toward them, giving them a long hug. “I’m glad you’re all ok!”

Applebloom patted her back. “I’m glad you're ok too, cuz!”

Pete rubbed his chin, taking pictures. “So, I guess she knows about your secret?”

Imp nodded. “Yes, but let's just say things got out of control when I first met her.”

Babs awkwardly laughed. “By the way, dude, I apologize for my rude behavior.”

He chuckled. “Hey, you don’t need to say that again, ok?”

Babs looked around, spotting the others. “So, these are the other lucky ones who have powers, huh?”

Pete put out her hoof. “Since you already know their names, it only make sense to tell you mine.” She smiled. “The name is Film Reel Pete.”

“Ugh!” Flutter zapped right towards her. “Do you think telling her our names would be a good-”

“I’m Boomer, this is Flutter Kick.” Boomer gave a cocky grin. Flutter Kick flew right up to him, giving him the most intense glare he could give. “What? Might as well just go with the flow.”

Babs looked around, catching glimpses of the other cocoons. “Wow. They sure were busy keeping us contained.”

“Well, it was very easy.” Pete looked at her film reel. “The changelings sure did a number on capturing all of you.”

Babs growled. “How embarrassing.”

Imp looked around. “Should we free the others while we’re at it?”

Pete nodded quickly. “I think we should. They can help us get to the destination.”

“Wait, you can’t be serious!?” Applebloom stomped towards her, giving her the stink eye. “You want to put my cousin and these ponies in harm's way!?”

“I don’t mean like that!” Pete scoffed. “At least listen to what I am about to say!” She let out a quick breath, crossing her hooves together. “I was trying to say that maybe one of us could lead to these ponies out of the city, so that way, ponies from the outside will know what is up.”

Babs nodded, giving a cocky smirk. “Getting risky there….I like it.”

“But Babs!” Applebloom stumbled towards her. “You can’t risk yourself out there!”

She patted her on the shoulder. “Then you’ll just have to come with me then!”

Suddenly Boomer’s arm came in between them. “Actually, how about I go instead.”

“WOW, HOLD ON!” Sweetie Belle raised her head up, glaring at him. “Like I trust you to protect my cousin!”

Boomer growled, putting his finger right on her head, pushing it down. “Well for one one, I will have an easy time taking the changelings by air, and it would be a perfect chance to get space between you and me.” He nodded slowly. “At least think about it.”

Imp rubbed his chin in thought. “He does have a good point.”

She turned her back, hiding her anger. Her ears blew steam, as her teeth gritted against each other. After a few seconds, she let out a long breath before facing him. “Ok….Just don’t screw up, you stupid dog.”

He nodded quickly.

“Ok then.” Flutter flew up towards the cocoon on the ceiling. “Let’s just hurry up and get these ponies out of here, shall we?”

As the clock ticked, every cocoon was ripped open as they freed the captured ponies. It didn’t take long for their eyes to open.

“UGH!” A blue stallion stumbled back, knocking the chair. “What happened!?”

Everypony darted around, amazed and shocked by the ripped cocoons around them.

“Now remain calm!” Imp shouted, getting everyone's attention.

“Just who are you!?” A pink mare exclaimed, giving a wide-eyed look.

Imp stomped his foot down. “Look, we don't have time to explain who we are, but I think you’ll have time to know that changelings are outside right now and-”

“CHANGELINGS!” Everybody screamed.

All of them ran around like they had lost their heads.

“Guys...” The screams filled the room, making it hard for Imp to get their attention. “Guys…” The screams continued, rising louder and louder.

Babs jumped on the desk, breathing in. “HEY YOU DIB ****!!!”

Everypony stopped, widening their eyes by the little filly’s word.

“Ok….” Boomer couldn’t think about what he heard.

Sweetie Belle raised his hoof. “What is a dib-”

Imp covered her mouth, glaring into her soul. “DON’T….”

Babs took a deep breath, calming herself down. “Ok. I know that we are in a huge pickle, but if we work together and get out of here, then we can call for help.”

“Ya right!” Said an old pony, pointing his cane towards her. “Like we should listen to younglings who probably don’t know anything!”

“Hey!” Scootaloo ran up towards him. “We know a lot more than you, old man!”

Imp walked to the curtain. “Listen, if you want to get out of here, you have to listen to what we say.” He pulled the rope, lifting the curtain up. Swarms of changelings passed by, some trying to break the window. “Or do you want to become a tasty lunch for them?”

The old pony dropped his head, hiding his anger. “Oh darn it…”

“Ok then.” A black stallion with a white mane came up to Imp. “So, what is the plan exactly?”

Imp glared at Flutter Kick. “Can you produce a huge electric shock to disband that changeling storm out there?”

He nodded quickly. “Yes, but it will drain me quickly, so I need someone to catch me.”

“Don’t worry!” Scootaloo summoned her scooter. “I got you!”

The pink mare gasped in shocked. “How can you do that without unicorn magic?”

Everypony got ready, aiming at the door.

Imp stood in position, holding Flutter Kick in his hoof. “Ready there?”

He laughed. “I was born ready!”

Imp closed his left eye, leaning on his hooves. “OPEN THE DOOR!”

Both Boomer and Belle kicked the door open. Imp threw Flutter like a fastball. He turned upward in a 180 degree angle, passing the changeling which charged the door. As he reached into the sky, he spread his hooves and unleashed an electrical discharge across the changeling filled sky. Changelings spazzed out in pain. The moment it ended, unconscious bodies rained from the skies as it covered the roads around them.

“HA!” Flutter’s body became limp, falling from the sky.

The sound of zooming filled the air as Scootaloo flew off from the changeling like ramp. Scootaloo grabbed him before he landed. “Got ya!” She skidded across the sidewalk, ending in a victory pose.

Boomer stuck his head out, looking both ways. “Ok...I think the coast is clear.”

Imp, Sweetie Belle, Applebloom, and Pete quickly headed off with the rest of the pony citizens and Babs, while Boomer headed off in the opposite direction.

Sweetie Belle stopped, looking at Babs before the building covered her vision. “Ugh…”

“Hey Belle!” She turned her head around, seeing Pete waving at her. “You coming or what?”

She stomped her hoof, shaking her head violently. “You better protect her!” She sprinted, catching up to the others.

Thanks to the massive lightning storm, the remaining changelings spread out. The group ran down the empty street as the remaining changelings spotted them.

“Incoming changelings from the west!” Imp took the lead, flinging his yo-yo as he knocked two from the sky.

Scootaloo stepped on the gas, kicking the trash can ahead. One stopped and flew over it, leaving the other changeling with a face full of garbage.

“Bad idea!” Applebloom appeared on top of the changeling, slamming his face down with her mighty hammer.

“Come on! We are almost there!” Pete took the lead.

The gang never stopped moving, taking out every changeling that came into their path. It was a long journey. Running through 5 blocks with the changelings getting more aggressive. As they made to a hard left, a park appeared before their eyes.

“THERE IT IS!” Sweetie Belle shouted in excitement. She picked up the pace, and was the first to enter the park. “Come on guys! Lets finish-”

An object appeared before her, engulfing her in a dust cloud of debris.

“SWEETIE BELLE!” Scootaloo and Applebloom ran to her aid. The cloud disappeared, showing not only her, but NightGale as well.

“Ugh…” Sweetie Belle picked herself up. “What the…”

Imp jumped on NightGale, slapping him. “WAKE UP, YOU MORON!” It wasn’t long until he blocked the last slap.

“I’M UP!” He pushed him aside, scratching his head. “Ugh...That was a beating.”

Imp surprisingly grabbed him by the face. “You better give me a good damn reason why you left us back there!”

NightGale laughed awkwardly. “Oh ya...I guess I left everypony in the dark, huh…” He took a deep breath, looking at them with a straight face. “I left be-”

“THERE YOU ARE!”

Everypony’s heads looked up. Two changelings charging at 50 miles per hour. NightGale jumps into action, blocking one of them with a head butt. The other took on Imp as the two rolled into a ball, crashing right into a tree.

“What the heck!?” Scootaloo rushed in, seeing the unconscious Imp in his hand. “Grrrr…” She pressed down the gas, charging straight at him.

Anthony giggled. “Gotcha…” He threw Imp’s unconscious body at her.

“WHAT!” Scootaloo stepped on the brakes, but unfortunately, the body struck her, knocking her off.

As she pushed him off, Anthony appeared above her. “Hope you're strong enough for this!” His left hoof drew back, unleashing the full force right on her face. Scootaloo’s nose bled, and she fell next to Imp.

“So…” He turned toward the rest of the gang. “Who wants to take me next?”

Before all of them charged in, a familiar voice came from behind. “I would stop right there if I were you.”

The trio turned around, their eyes opened wide. A tall looking Alicorn walked up to them. As it got closer, it became more clear. The sinister vibe she gave as she stood right in front of them. Sweetie Belle and Applebloom couldn’t help but tremble at her mere presence.

“QUEEN CHRYSALIS!” The two hid behind Pete, shaking uncontrollably.

At first, she was surprised, but realized with a simple glance who they were, despite the armor covering their fur. She giggled with a devilish glare. “You are the little girls I saw at the wedding, huh?”

Pete gasped. “You saw this thing before!?”

“HEY!” Applebloom grabbed Pete by the face. “You’ll make it angry!”

“Not if I have anything to say about!” Just then, Flutter Kick jumped out of Scootaloo’s hair. “Have a taste of thunder!” He zapped his way towards her.

Chrysalis yawned, rolling her eyes as her horn glowed. Flutter Kick was stopped next to her, unable to move. “Sorry, little one, but I won’t let you do that.” She turned away, seeing the two changelings duking it out. “Time to end this brawl.” As she focused on NightGale, he became mute.

“HUH!?” NightGale darted around before being flung towards Chrysalis. “UGH!”

“Oh, how I pity you.” She rolled her eyes, letting out a long sigh. “How I wish I’d raised you better.”

NightGale’s eyes filled with hatred and sadness. “Raise me, huh?” His laugh got weaker by the second. “No, Chryssy...I was raised by way better parents then you will ever be.”

Suddenly, Chrysalis’ eyes twitched uncontrollably. Her lips formed a frown before slowly opening it. “Just like the other changeling before, I could've easily thrown you away like a failed fetus.”

His laugh started to sound normal. “You’re only a good leader because no one dared to challenge your leadership skills.”

She nodded, letting out a soft chuckle. “Please… No one would dare question my authority, am I right?”

Poke nodded quickly. Anthony, however, looked a bit hesitant. However, she didn’t notice as she began to laugh.

“So you see?” NightGale’s face met with the ground. Despite all his might, he was unable to fight the intense magic she was putting out. “My changelings will continue to support me no matter what I say, and I’ll make sure that you and you’re pitiful friends will suffer along with you!”

Pete slowly grabbed a pic out of her bag.

“Oh no!” Anthony grabbed her hoof, containing the picture. “Guess you were gonna use this as a weapon, huh?”

Chrysalis focused on the picture as it floated toward her. She laughed at the sight of it. “So you're going to attack to me with a picture of chocolate milk?” Her snickering almost caused her to lose focus. “Well, I guess you won't need this anymore.” The picture ripped in half as she broke into maniacal laughter.

Pete giggled. “Gotcha!”

She gave a wide eye looked at her. A few seconds passed before the entire park was covered by a shadow.

Anthony looked up. “Uhhhh, Chrysalis….” His hoof jitted, barely pointing up. “You might want to look up.”

She did. Her eyes squinted, barely seeing the amount of objects heading down. As they drew closer, she was able to get a clear vision. “Is that a whole bunch of gallons of Chocolate-”

The gallons of chocolate milk collided, causing a huge chocolate explosion to engulf the entire park. A short but harsh rain of chocolate came down on the park.

Applebloom stuck out her tongue, catching chocolate drops. “I love this!”

“HUH?! WHAT!?” Scootaloo jumped out of being unconscious, turning her body around like a crazy chicken. “WHAT GIVES!?”

Imp slowly picked himself up, tasting the chocolate in his mouth. “Did I miss something?”

“What the hell is this!?” Poke flew to a tree, shaking himself dried. “Can someone tell me why a whole bunch of chocolate milk dropped from the sky?”

Chrysalis shook her body, drying herself as the rain stopped. “Ugh! I smell awful now!”

The sound of a swarm was heard by everypony. It wasn’t long before the sight of every single changeling in the city headed straight to the park.

Anthony quickly dug underground, covering the hole and leaving a flower on top.

“What is going on!?” Chrysalis’ eyes widened as they got closer and closer.

Poke tapped her on the flank. “I think we should go now…”

The swarm charged in. Every changeling had their tongues sticking out, drooling at the smell of the chocolate which now covered everything. Before Chrysalis and Poke could escape, they were dragged away by the hungry changelings.

“AHHH!” Chrysalis pushed them away, but more came in as they swarmed around her. “GET OFF OF ME!”

Poke kicked them away, only to be jumped by a group of them. “CHOCOLATE MILK IS NOT EVEN GOOOOOD!” He was dragged into the changeling ocean.

“YES!” Pete shook her hoof triumphantly with a cocky grin. “It worked!”

“It may have worked, but now we are stuck in this ocean of changelings,” Imp shouted, pushing away changelings. “So it really screwed all of us over!”

Flutter Kick zipped around, avoiding getting caught. “I don’t think we can leave without risking them swarming the city.”

With a quick look around, Pete noticed a huge changeling wave heading straight for them. “GUYS! On the count of 3, jump!”

Everypony braced themselves.

Her eyes stayed focused, placing her hooves apart. “1...2…….3!”

The wave crashed down. Everypony jumped at the last second, feeling the breeze right underneath them. Pete pulled out her camera, extending the scope of the shot. With a single click of the button, a white flash covered everything. Before it faded, a picture popped up, showing the changelings enjoying all the milk with Chrysalis screaming in anger. The all landed safely on the tree.

Imp chuckled. “I’m impressed with the range of that camera there.”

Pete smiled, looking at the back. “Well, let’s just say this is a personal camera.”

The CMC burst out laughing when they saw the picture.

“Just look at her face!” Scootaloo pointed.

Sweetie Belle wiped a tear away, calming herself down. “Looks like she is gonna be trapped there forever.”

“YEP!” Applebloom gave a cocky grin. “Serves her right!”

“Hey!” Pete angrily stomped towards them. “Be careful with that!”

“Oh quit your worrying,” Flutter Kick said, zipping right next to her. “Like anything would-”

A gust of wind swept by them, ripping the picture from Scootaloo hoof. Everybody chased it, only to see it land on somepony unexpected.

Anthony spun, shooting a cocky smirk towards them. “So...mind telling me how to get my comrades out?”

“UGH! Give it back!” Scootaloo slowly stepped on the pedal.

With a quick thought, Anthony slowly ripped a bit of the photo.

Pete grabbed Scootaloo by the shoulder, “WAIT!”

With a laugh so deep, Anthony smiled. “So...you don’t want me to rip the picture, right?” He nodded slowly. “How about I let them speak their opinion?” He slowly ripped the paper bit by bit.

But out of nowhere, the sound of wings flapping caught everypony’s attention. They looked to the left, and saw adult stallions clad in armor. In the middle of the group was Celestia, readying her horn for battle.

Anthony’s jaw dropped as his giant eye twitched like a mountain shaking. “Well...I guess you win this time…” He put the picture in his left shirt pocket, and saluted. “I have to give you credit! You managed to embarrass our leader twice!” His wings flapped rapidly as he vanished into the dark alleyway.

Without hesitation, the other changelings did the same. They vanished into the nearest alleyway just before the guards landed. The guards busted the doors open, entering and picking up the cocooned citizens.

Flutter Kick peeked out, eyes darting left and right. “Ok...I think we are safe now.”

“I gotta say, Pete,” he giggled. “You wanted him to rip that, didn’t you?”

Pete nodded with a cocky smirk. “I thought it’d be hilarious to have the leader cause her own downfall.”

NightGale scoffed. “Chrysalis wasn’t always the brightest one, anyway.”

Applebloom patted him on the back. “You shouldn’t even listen to a pest like her!” Her face shrank as NightGale gave her a wide eyed smug look. “Ummm...No offence.”

“GAH!”

A sudden noise caught them off guard. As Scootaloo turned around, she immediately ducked as a buffed-up changeling passed by at rocket speed before halting as his head passed through a tree. The Guards scratched their heads in confusion as the changeling’s eyes swirled like a madman.

Everypony turned around, seeing Gemstone with cracks around her body. Boomer, Glaive, and Windy set her down by the pile of garbage bags.

Gemstone growled, both of her eyes twitching. “You know….You could’ve just set me down on the concrete floor instead of this pile of crap…”

Imp ran up to her. “Woah! What the heck happened to you!?”

She giggled. “Well, let's just say that changeling you saw pass by gave me a good show…” She coughed, her breathing becoming strained. “I can feel the breeze passing by my cracked body…”

“Dang!” Glaive put his left hoof around her shoulders. “Let's get you back to the armor fillies temple!”

“Wait a minute!” Sweetie Belle stomped her way towards Boomer. “Please tell me, is she at least safe?”

He nodded happily. “She is with the guards as we speak.” His face turned away, “I just wish I’d said goodbye to her.”

With one quick breath, she laid back for a moment. “Thank you….I guess.”

Boomer chuckled, feeling less stressed than before.

“Hey!?” Scootaloo darted her head around. “Where is NightGale?”

Everypony looked around, noticing he wasn’t at his spot.

Imp wasn’t too happy about this. “UGH! He did it again!”

Gemstone laughed. “I guess it's time to just show you what is going on…”

Everypony scratched their manes, confused.

“Glaive…” She hopped on his back. “Take a left down here, then a right two blocks down.”

Without hesitation, the fillies de-amored as they headed out. Taking the direction she set, it wasn’t long until they caught the changeling talking to two high-class looking ponies. The gang was a bit confused at first as they looked at Gemstone. However, one couldn’t hold his anger.

Imp jumped on him, pressing his face down. “STOP DISAPPEARING LIKE THAT!”

“Hey!” The beautiful unicorn caught his sight. “Can I help you?”

“We're sorry, Fleur!” Gem said as the others caught up. “We just had some trouble that caused a little stress, that’s all.”

She gasped. “Oh, dear sweet Celestia! What happened to you!?”

Everypony looked away awkwardly, unable to answer.

“Don’t worry.” NightGale got up, wiping off all the dust. “She knows…”

Fleur picked up Gemstone with a magical aura. “You need to rest! Come inside my penthouse as Fancy Pants makes some tea.” She looked both ways. “That, and make sure you’re not out in the open, my son.”

All of them were silent as Gemstone enjoyed their reactions. As they entered the penthouse, They were treated with a lot of lovely decor and a mixture of an urban setting. Cotton-like cloth covered the tables and couches underneath the boarded floor. Along with this were a bunch of scented candles and pictures of close friends hanging from the lovely white paper accor. As everyone took in the new setting, Fancy Pants entered the living room.

“Here is some tea, Ms. Fl-” He gasped, quickly setting the tea at the nearest table. “Oh dear! Is she ok!?” Fancy rushed to her, setting Gemstone down with her. “Dear me, what happened to you!?”

“Oh, you know, the usual.” She kicked back, closing her eyes. “Just let me rest for a bit and my cracks will heal with time.”

Fleur focused on the tea tray and hovered it over to them. “So, you want to join us?”

Fleur and Fancy set the table in the kitchen as all of them sat down, drinking the tea.

“BLEH!” Scootaloo made it clear on her first sip that it wasn’t a pleasant taste. “I don’t think I want more.”

NightGale slowly face-hoofed. “I’m very sorry, Mom…”

She laughed awkwardly, cringing at the tea covered floor next to her. “It's ok...I’ll just clean that later.”

“OK, let’s just jump to the main question.” Glaive took a deep breath. “How did the two of you find Nightgale to begin with?”

Fancy Pants chuckled. “Let's just say that it's a tale only Fluer can give full details on.”

Fluer sipped the rest of her tea, giving a calm breath afterward. “It was when I was just a young teen…”


The wind blew violently as the snow brushed down in my invested coat. Fancy and I wanted to see the location where the Crystal Empire had once stood. However, things got a lot worse as the snow increased.

“Fleur dear!” Fancy Pants ran up, short of breath. “We need to go before it gets worse!”

I guess we’ll have to come another time. “I’m com-”

“WAAAAHHH!”

Just then, I heard a small child crying in pearl. My instincts told me to go away, but my heart told me another thing. I ran towards it. I heard the crying more clearly.

“FLEUR!” Fancy Pants tried to follow before the storm stopped him in his tracks.

I kept running, even when the snow blocked my sight. I stopped right as I could hear it clearly. The moment I saw a small snow bump, everything changed. As I removed the snow, I was shocked to see, of all things, a changeling there….just a little child. I will not lie...I was scared at first. At the same time….he was scared of me. As I got closer, he tried to fly away, but his wings weren't in good condition. All he could do was curl into a ball and tremble in fear.

“Hey there…” I leaned close. “Are you lost, little one?”

He peeked at me with his left eye.

I raised his hoof closer, giving a bright smile. “Are you cold?” I removed my scarf, wrapping it around his neck. “I hope that helps.”

He quickly wrapped around me. I was honestly scared, but to hear him purr like that….it was kinda cute. “Rest easy, my little one.”

“FLEUR!” I heard snow crunching as Fancy Pants caught up to me. He went on the offencive, seeing me with a changeling around my neck.

I stopped him from doing anything. His eyes went wide at the sudden realization. “Let's get him to safety, shall we?”

I nodded quickly. “Yes! Anything to get out of this storm!”


She giggled. “Afterwards, I adopted him as my son.”

“Wow…” Scootaloo couldn’t believe what she heard.

“Hmmm...” Windy rubbed her chin. “So does that mean that Chrysalis dumped you there?”

NightGale took a deep breath. “I honestly don’t want to talk about it…”

Everypony looked concerned. Imp took a deep breath before wrapping his arms around him. One by one, all of them embraced him, then Boomer wrapped his big arms around everypony.

NightGale chuckled. “If this is supposed to make me cry, its not working.” He stuck out his tongue and winked.

Fleur chuckled, giving a warm smile. “It’s very nice to see my boy with a huge group of friends other than Gemstone.”

“Speaking of which...” Imp’s face showed worry. “She hasn’t been messing with your mind, right?”

He tilted his head. “What do-”

“Hey everypony!” They turned their heads, seeing Pete with her Camera. “Say cheese!”

With the click of a button, the picture of the group hug around NightGale as Fleur and Fancy smile behind their cheerful joy and laughter.

Nightgale took a satisfied deep breath. “Thank you, Poke…”