A Nightmare Come True

by ShadowSprint


Chapter 13

Laying out in the crescent moon bed that once belonged to Princess Luna, Queen Chrysalis curled up with an unconscious Fluttershy, her lips sucking out some of the most delectable love she’s ever tasted. Of course, Chrysalis had no intention of completely draining the pegasus, at least, not right away. Her limbs wrapped around the pony, the changeling queen squeezed out as much love as she could. When finally, she’d had her fill, two of her guards dragged the weakened pony out of the room.

Smacking her lips from the delicious meal, Chrysalis flung a leg over the edge of the bed and relaxed in a stupor. “Beautiful work my changelings. With another Element of Harmony out of our way, Princess Twilight and her little town is as good as ours.” She heard the snickers of her subjects from behind. Rolling over to face them, Chrysalis let her head hang down over the edge of the bed, gazing lazily at them. “Tell me my subjects. How did the rest of the Cloudsdale assault fair out?”

One of her changelings spoke up, his voice raspy as he excitedly recollected the chain of events. “It went better than planned my queen.  We chased the ponies up into city, letting them fry in the lightning and fog. Then, letting the soldiers spread themselves out, just as you had anticipated they would, we attacked.”

“mmmm and how many soldiers made it out?”

The changeling looked to his partner, not entirely sure. “We don’t have an exact count, but I’m sure we knocked down their lil army by at least half.”

Chrysalis giggled at the news. She hadn’t experienced such a wondrous day in so long, she’d almost forgotten what it had felt like. “Excellent! Just excellent! And with Twilight having forced so many civilian pegasi into the battle, a blow like this will surely be devastating to the princess.”

Chrysalis took in a deep breath, glancing up at the time. She’d had difficulty determining night from day with how Daybreaker ran things. Of course, it was thanks to the possessed alicorn that she even had an army of such magnitude. For that, the queen was truly grateful. Still, Daybreaker was not one to be trusted.

Closing her eyes, Chrysalis pondered over her next move. “How close is the army to Ponyville?”

“They should arrive within the next few hours my queen.”

Another smile spread across her lips. Now, the real fun would begin. Finally sitting herself up into a more proper position, Queen Chrysalis looked to both of her subjects, reading the determination in their faces. “Each step we take brings us closer to grasping all of Equestria. Once the last few stragglers are buried under our hooves, then no pony will stand in our way!”

The two changelings loudly applauded the queen’s words. There was more than just conviction in her sentiments.  The victory they achieved in Cloudsdale proved the might of the changelings had returned. According to Chrysalis, this was the biggest hurtle to cross. Friendship had proven to be a formidable adversary, but with Tremor and Razor working from the inside, fracturing Twilight’s relationships with her friends like this could ultimately steer the princess directly into Chrysalis’ trap. They simply couldn’t wait for the next puzzle piece to fall into place.

From out in the hall, a third set of applause slowly echoed closer and closer, through the corridor and into Luna’s old room. Daybreaker’s winced grin lowered the mood and the two changelings that had provided the briefing stepped aside when the alicorn made her entrance. “Bravo Chrysalis. Bravo. So I take it with all the mindless celebratory shenanigans that your little mission on Cloudsdale was a success.”

Chrysalis feigned a smile for her partner. “Yes Daybreaker. We managed to deliver a critical blow to Twilight’s . . . how do say . . . air force.  Thanks to your generous gift of expanding my army, it was a sound victory for the both of us.”

Daybreaker smiled, pleased with the changelings’ victory over the ponies. Having her hoof in the mix with her newly created minions had also been just as entertaining. It’d been her first opportunity to use the Sun Flares, beasts created from the magic of her beloved book that still flowed through Daybreaker’s body. The Sun Flares, shadows of her own image, had bodies of black ash, lava-like veins spidering through them, and enough power to use a fraction of her magic. They really were something. Daybreaker only wished she’d stumbled upon that book sooner, and of course that she hadn’t destroyed it.

“It was my pleasure Chrysalis, to aide you in your quest for revenge. And I must say, your day is about to get better.”

Chrysalis perked up and hopped off the bed, carefully approaching Daybreaker. “What are you talking about?”

Willing two of her Sun Flares into the room, they dragged in a familiar-looking pegasus. An orangish coat of fur, with light red mane and tail, and a couple freckles sprinkled around the girl’s face. Chrysalis instantly recognized the disguise and said, “Razor? What are you doing here?”

The changeling, instantly reverted back to his original form and glancing up to Daybreaker for permission, continued only when she nodded the go-ahead (something that did not go unnoticed by the changeling queen). “I have news to report from Ponyville. We have learned the location of the unicorn, Starlight Glimmer.”

Chrysalis’ eyes widened at the name. The creature who had been responsible for the revolt among her subjects had remained a constant thorn in the changeling’s heart. Leaning in, she pressed a growling, sharp-toothed glare at Razor and hissed, “Where. Is. She.?”

Razor backed off a step, bumping into Daybreaker who took great pleasure in watching the scene unravel.

“She’s holding up in a small village, just northwest of Manehattan. She’s supposedly protecting the ponies there, and has been staying in communication with Twilight.”

Chrysalis knew of the village. It was an insignificant little town, devoid of any redeemable qualities; much like the rest of this pony infested land.  “Razor, gather a small detachment of changelings and have them meet me in that village. We’re going hunting.”  Chrysalis started towards the exit of the room. She wanted this pony’s neck between her hooves, she could almost taste the unicorn’s love.

Daybreaker’s Sun Flares drifted in front of Chrysalis, blocking the exit. Growling in frustration, Chrysalis turned to face the alicorn. Narrowing her eyes, she simply said, “What?”

“If I remember correctly, you agreed to take over Ponyville, which still remains under the control of that bratty Twilight.” Daybreaker said nonchalantly. “So, I’ll handle your precious Starlight, so you can focus on finishing off Ponyville.”

Chrysalis felt her blood boiling. “That is my fight mare! I will not be denied my revenge! I will not . . .”

But Daybreaker cut the queen off. “You will not disobey me.” And as Daybreaker spoke, more of her Sun Flares drifted through the walls and into the room. Staining the walls black with ash from where they entered, four more of the ghostly figures drifted into the room, their fiery veins creating an eerie glow. Daybreaker smiled at having them arrive so quickly.

With the backup, she continued, “You are going to finish taking over Ponyville. Don’t worry about Starlight Glimmer. I won’t harm a hair on her head.” Daybreaker stepped over to Chrysalis, enjoying the fury that raged in the changeling’s eyes. She needed to know who was in charge here. “You’ll get your revenge, but only if Ponyville falls and all of the Elements of Harmony are brought to me. I will not have them used against me again.”

Through grit teeth, Chrysalis said, “I’ve already brought you two.”

Daybreaker scoffed. “And what, you want a medal?! There are still four of them out there!”

Chrysalis swallowed her anger. Humiliating as it was to be treated like this, now was not time the to act. She had to be patient. Taking a deep breath, Chrysalis said, “You’re right. There are still four of elements out there. My changelings will be arriving at Ponyville shortly. It’s only a matter of time now before they get past the barrier.”

Daybreaker’s grin spread across her face. “I knew I could count on you.” Then letting her Sun Flares drift out of the room, she turned and headed out herself. “I look forward to hearing of your success, just as I know you look forward to Starlight Glimmer.” With that Daybreaker disappeared out into the vast maze of corridors of the castle, and was gone.

For a moment afterwards, Chrysalis was silent. The Sun Flares, while a show of force by Daybreaker, had originally been her idea. That silly alicorn would never admit to it of course. Chrysalis however, hoped that by having her “partner” expel more magic with those creatures, she’d squander the boost in magic she’d gained from that stupid little book. Besides, Chrysalis had her own changelings to think of.

Speaking of which, she turned on Razor, seeing him awkwardly still standing there. “You,” She grunted, “was that all you had to share with me? Or are you keeping quiet for that filthy pony?”

Razor, sweating from having his queen barreling towards him, backed up against a nearby wall, cornered. “N-No . . . I swear that wasn’t the case. S-She threatened me. I had to tell her or . . .” he stuttered out.

“Or what?”

Razor gulped. “She said she would kill me.”

“That’s it?”

Shaking his head, Razor nervously added, “A-And you . . . If she found out we were working behind her back . . .”

 “Is that so?” She said to herself, releasing her underling with a smile, “Yes, I suppose Daybreaker does believe she has complete control of us now doesn’t she. Well don’t you worry, with a little bit of time, that’ll all change.”

Razor smiled at his queen’s words, relieved that she’d been so understanding of him.  But when she turned on him, he gulped once more, “Now, I’m sure that’s not the only reason you’ve come to me. What’s the status on Tremor and Ponyville?”

Nodding his head, Razor quickly explained the situation to his queen, updating her on Tremor’s position with Twilight, and as much as he had knowledge with spending time in the Town Hall. When he had finished, Chrysalis couldn’t help but laugh. Her excitement grew with each passing moment at hearing of Tremor’s tremendous skill and accomplishments in Ponyville. At last, when it was all explained to her, she turned to her minion and said, “Very good. Very good. Now go back to Ponyville. Brawny Hoof would be so upset if his special mare-friend went missing.”

Razor looked incredulously at his queen. She was dead serious. Grumbling under his breath, Razor reverted back to the cutesy Sunset Star, and allowed two other changelings to lead him out.


Slipping in through an open window, Rainbow Dash carried Scootaloo into the house she had pointed out on their flight back into Cloudsdale. To avoid detection, Dash had flown up overtop the city, climbing past Cloudsdale’s skyline and dropping back down onto the house. Aside from a couple broken windows, and a rather large dent in one of the downstairs walls, the building mostly remained intact.

Once inside, Rainbow Dash wiped the sweat from her brow, her legs trembling under the weight of her body. Setting the foal on the floor, the Wonderbolt took a few moments to listen for any signs of the changelings.  With the chatter and hoof stomping around, she easily counted three of them. In some respect, it was a relief. Others hadn’t joined in yet. Probably trying to keep Derpy to themselves. It also meant though that in her fatigued state, she’d be outnumbered.

“Scootaloo,” Rainbow Dash whispered, “you stay here. I’ll go on up and get Derpy. Then we’re outta here.”

“But Dash . . .” Scootaloo said, “there’s a window up there. Wouldn’t it be faster to just get out with that? It’s how I got out.”

Dash considered the idea and then nodded, “Yeah, you’re probably right. Okay then, follow me up the stairs, but don’t let them see you. Once I’ve got Derpy, we bolt.”

With Scoot’s approval, Dash took one hoof up the stairs at a time. When she reached the corner of the stairwell, she carefully peered around and up the last few stairs. Just as Scoots had said, a window rested at the far end of a narrow hallway. Three doors rested on each side, with one of them open on the right. It was from that opening the voices originated from.

Waving off Scootaloo to remain where she was, Dash pulled out her sword and crept into the hallway. Even her blade grew heavy in her hooves, the once shimmering steel now stained with the blood of the changelings that she’d disposed of.

The talking grew louder as she approached. She could hear her heart pumping in her chest. It was like a steady rapping on a wooden door.  Part of the adrenaline fueled by the danger of facing off against three more changelings, but the other part concerned for Derpy. Just what state would the pegasus be in? Dash was almost afraid to look. But if it really was too late . . . then they could just leave.  Rainbow Dash quickly abandoned that notion, especially when she noticed Scootaloo peeking her head around the corner of the stairs.

Nodding at the girl to hide, Rainbow Dash turned her attention back to the door. Daring a glimpse into the room, she found Derpy haphazardly tied to the bed. Her eyes rolled to the back of her head as the changelings took turns straddling the pegasus, sucking the love from her. From this distance, Rainbow Dash could even hear the faint moans and whimpers from Derpy’s lips.

She’s fading, but alive. I have to be quick. Dash thought to herself.

Suddenly, the door creaked. All sounds from inside the room died off. Dash realized too late that she’d been leaning on the door. Cursing herself for such a mistake, she backed off, sword at the ready. So much for a surprise attack.

Waiting, Dash could hear the slow tap-tap-tap of hooves approaching the door. From the rhythm of the steps, she could only assume that one of the three had been sent out to investigate.  Clinging to her sword, Rainbow Dash waited. Seconds passed by as the hoof-steps grew closer.  Making sure she was just out of sight as the door opened, Rainbow Dash lunged forward when the changeling poked his head out. Her sword connected with the creature’s throat, her blade easily puncturing his neck, blood oozing out from the wound. The changeling coughed and spasmed, eyes dilating as his body quickly went limp.

Tossing the carcass to the side, Rainbow Dash turned to face the others. A little slow on the draw, one changeling burst out from a small closet and tackled her. The two rolled onto the floor, hooves, tails, and wings flailing about. The changeling swung a hoof to Dash’s temple, and she returned with a hoof of her own to his gut. Somewhere along the rolling, her sword disappeared from her side. When the changeling leaned in, and snacked on mouthful of her love, Rainbow Dash panicked and jerked her rear hooves out from under her, attempting to kick the monster off.

The changeling was flung over her head, but landed on squarely on his feet.  Dash hurried to her hooves, to prevent from being pinned down, but the changeling behind her used the stumbling to his advantage and bear hugged the pegasus, trapping her hooves under his front legs. She tried to struggle, and buck her way out, but then the changeling she’d bucked off moments earlier pressed his body up against hers. Rainbow Dash kicked and squirmed, struggling to get free. Much of her energy had long since left, and she could not conjure up the energy to fight back.

Tears streamed down Dash’s eyes. This was it. She couldn’t escape from these two. She just didn’t have the energy. Dash’s eyes closed as she felt the changeling in front of her pressing his hungry lips closer to her face. Her chest heaved in terror, and Rainbow Dash turned her head away, the strong, rancid smell of his breath filling up her nose.

She could just feel him starting to suck out her love, when he suddenly pulled back and screamed in agony. Dash quickly opened up her eyes to see what had happened. “S-Scootaloo!” She cried out, discovering the foal had jumped into action, stabbing the changeling in the leg with a kitchen knife.

Wasting no time, Rainbow Dash summoned the strength to kick away the injured monster. His buddy behind her had loosened his grip in surprise. With this momentary freedom, Rainbow Dash squatted down and jumped backwards into the air. She slammed the creature still restraining her against the wall.  Whipping her head back, Dash headbutted the changeling, bouncing his head off the wall. With a resounding crack, his grip on Dash fell, and he went down to the floor, unconscious.

“Hurry!” Scootaloo cried out. “There’s more coming!”

Rainbow Dash only needed a second to hear the commotion now working itself up the stairs. They had mere moments before backup would arrive. “Get on!” She shouted at Scoots, who more than happily jumped onto Rainbow Dash’s back. Taking in deep breaths, Dash rushed over to Derpy, and picking up the unconscious pegasus, Dash’s wings barely pulled her up into the air.

Just as she heard the changelings from behind rounding the corner, Rainbow Dash burst out through the window, crying out when a few sharp shards of glass punctured her sides. She blinked out the tears, and swallowed the pain. She had to get home, had to get these two help. With no time to traverse Cloudsdale, no time to rush past the changelings, Rainbow Dash nosed dived into the street. She heard Scootaloo screaming in terror, felt the wind rushing past her face.

The three ponies burst through the street, tunneling through the clouds that held the city together and with wind and stratus brushing past, Dash and company shot out from under Cloudsdale. Hearing the commotion from behind, Dash flapped her already stressed wings to the limit, racing back to Ponyville with the survivors weighing down her body. She had to make it. They had to make! Hold on girls! You’re gonna be fine!


Princess Twilight Sparkle sat in the throne room of her castle, the only pony in attendance around her magical map table. Her eyelids hung, sagging from the lack of sleep she’d had over the past two days since the pegasi had left.  The castle dead quiet, except for Brawny Hoof who was in and out, and Spike who apart from keeping Twilight updated, helped around Ponyville however he could. But Twilight, all she had was this vast, echoing prison of a castle.

Her eyes darting over towards the door once again, the princess let out a sigh. No word. Not one single solitary word in news had arrived to her since they left.  Rainbow Dash, Derpy, and Fluttershy were all up there in Cloudsdale; probably fighting for their lives. I should be up there with them. I could be helping them fight. The words reverberated through the princess’ head.  If this was anything like the times of old, it’d be her, Applejack, Rarity, Pinkie and the others up there fighting (maybe save for Derpy). But I’m a princess. I’m too important to be saving pony’s’ lives.

Twilight sighed.

A knock on the door pulled the princess from her stupor and she weakly called out to the rapping. “Yes . . . come in.”

Brawny stepped inside, and bowed to Twilight. Speaking of royal rules, she’d grown quite annoyed with this custom of ponies bowing to her.

“My princess, I have some grave news for you.” Twilight’s heart skipped a beat, and she stared at her guard with such an intensity, she for a second believed she had scared him.

“The soldiers from Cloudsdale are returning. Captain Shining Armor wants you to meet him at Town Hall.”

Twilight almost stumbled out of her seat when he’d spoken. In that instant, a dozen questions spilled out from her mouth. “How many have returned? Were they able to rescue many ponies?  Have any of them mentioned the number of changelings they faced?”

Brawny, a bit overwhelmed by the continuous flood of questions, answered, “I’m sorry princess. I don’t have the answer to many of those questions.  All I can say to you is that you’re needed at Town Hall . . . and that you should prepare for the worst.”

The words slammed into Twilight’s heart like a freight train. Expect for the worst? What was that supposed to mean? Her body suddenly felt weak as she stumbled out of her seat towards Brawny. “I’m ready,” was all the princess could manage as she followed her guard out of the castle.

Twilight wasted no time in trotting out across Ponyville.  Her pace quickened to a gallop and soon Brawny lagged behind her. She couldn’t slow down. Images of what she may find in that hall whirled through her head, like some kind of sped-up slide-show. Please be alright. Please, let them be there! Twilight prayed to herself.  As she galloped faster, she felt her concern for the soldiers dwindling and her concern for her friends growing. They have to be . . . they just have to be there.

Twilight’s galloping came to a sudden stop as she saw groups of soldiers carrying pegasi into the Town Hall. Her body went limp and she fell back onto her flank. Though Brawny had warned her, Twilight could not have prepared herself for what she saw.

Fifteen or so earth ponies in uniform filed into the hall, carrying stretchers holding the most precious of cargo. A pegasus on each stretcher, some unconscious, some crying from the pain, all of them injured. Twilight teared up when one pegasus was carried into the hall, missing a wing. His body contorted in pain, eyes wide open, screaming in terror. Another soldier being shoved in wore bandages around his hooves, his stomach, and his head. Patches of blood drained over the gauze and onto the stretcher. The pony being unresponsive, only twitched, his tail flicking in spasms. When yet another pegasus was led into the Town Hall, Twilight looked away when she caught the grisly sight of the pony having a warm cloth pressed over an empty eye-socket.

“Princess Twilight, the captain is inside waiting for you.”

Twilight shook her head. “I-I can’t . . .” Her body shuddered at the realization that all of this happened because of her. It was her insistence that sent those ponies up there. And it was her stubbornness that ignored Shining Armor’s warnings about this being a trap.  How was she supposed to face these ponies? What good could she possibly do them? Twilight felt tears beginning to fall. Sniffling, she asked, “H-How many . . .?”

“Let’s keep moving Princess . . . it won’t get any easier.”

Twilight winced at the soldier’s words.  She couldn’t read Brawny’s stone complexion, but then again, this soldier probably knew some of these pegasi. Eventually nodding, she followed her guard into the Town Hall. Once inside, she felt her legs turn to jello. Beds upon beds upon beds filled the lobby.  Nurses rushed in and out of some back rooms with gauze, bandages, needles, and carts full of supplies.

The room filled with groaning, and moaning. Twilight saw her brother sitting at the bedside of a soldier towards the back, where a curtain blocked off the rest of the room. He spoke softly to a soldier wrapped in bandages. The soldier nodded along, holding out a hoof for Shining Armor to hold.

Twilight felt helpless. She felt disgusted, and horrified at what she’d done. If I’d only listened . . . these ponies and so many more . . . Stepping off to the side when a nurse came through with a cart full of needles and alcohol, Twilight realized that at some point Brawny had disappeared on her. Most likely he wanted to attend to Sunset Star, where-ever she’d been moved off to. This however left the princess alone as she watched her brother console the wounded.

“Princess Twilight?”

Twilight turned and saw Nurse Redheart standing awkwardly behind her. “Y-Yes?” Twilight somehow managed to squeak out.

“There’s a pony who’s been wanting to see you. He’s in the back.”

Twilight’s heart dropped. She didn’t know if she could handle facing any one of these soldiers. “C-Could it wait?”

The nurse closed her eyes and shook her head. “I’m afraid not. He won’t be around much longer.”

“O-Oh . . . okay then.”

Nurse Redheart smiled kindly at the princess, and motioned for her to follow. Lowering her head, Twilight Sparkle trotted close behind the pony. She averted her gaze from the stares of both those in beds, and other nurses and doctors.  Blinking out more tears, she peeked ahead, watching as the nurse led her towards the curtain. Twilight couldn’t help but notice that as they grew closer to the beige cloth that had been slung across the back portion of the lobby, the injuries on the bedded soldiers grew more severe. With her vast knowledge of magic, Twilight quickly realized that a spell had been placed over the curtain. A spell meant to mute all sound, and to cover-up smell.

Nurse Redheart cracked open the curtain, just enough to sneak her in before dropping it back down. Upon entering, the private corner of the hall filled with the wailing, and moaning of those who were dying. The princess clamped her mouth down tight, briefly catching sight of two ponies sewing up a gash travelling down the entire length of a pegasus’ side. Twilight backed against the curtain, willing herself not to turn and run.

The smell of stagnated blood in the air contrasted against the powerful odor of alcohol used to help drench out the pain.  About seven beds in total rested here, and Twilight gasped when she noticed an anxious Rarity stumbling back and forth, trying to help the doctors with their patients. The unicorn only glanced at Twilight for a split second with her panic-stricken face, before hurrying over to help with another pegasus.

The nurse beckoned to Twilight and she followed the pony to the very back, where a soldier rested in isolation from the others. The vast majority of his body lay rolled up in bandages. Twilight almost gagged at how the gauze visibly stuck to the soldier’s wounds. Even the bedsheets he laid upon were stained a dark crimson.  Twilight could only guess the soldier’s fur color to be a speckled brown from what little she could see of his face.

“W-Who is he?” Twilight eventually asked, standing at the foot of the soldier’s bed.

“He’s Private Ginger Solstice,” came Shining Armor’s voice from behind.

Twilight turned and watched her brother join her side. The captain gazed down at the soldier, softly stroking his better leg to inform him of their presence. “He was a civilian soldier who’d become trapped by changelings up in Cloudsdale. Four other soldiers came to his rescue, and carried him here on their backs.”

Twilight could feel herself starting to cry now. She couldn’t stop herself and only nodded for the captain to continue.

“The ponies here have done everything they could for him . . . but his wounds are just too far-gone.”

“W-Why him?”

Shining Armor slowly led his sister around the bed to face the soldier. “Because he asked to see you. And as princess, it is your duty to bring relief to the soldiers that you send out. It is the least you can do.”

Squinting out the tears, Twilight nodded her head.  She moved to the soldier’s side and stroked a hoof over his head. Licking her lips, Twilight softly said to Ginger, “W-Welcome back soldier.”

At first, no response. He appeared lost in sleep. After a few moments though, Ginger slowly opened his eyes. He stared up at the princess, coughing and gagging, lurching at the pain stabbing into his body. His eyes watered, and it was clear how he struggled to bring Twilight and her brother into focus. “P-Princess Twilight,” he said in raspy, choked up voice. “I-Is that really you? Y-You’re not a changeling right . . .?”

“Yes, it’s really me. You made it back with the help of some friends.”

Ginger forced a smile across his face, lips quivering to hold steady. “T-Thank Celestia . . . I didn’t know if I’d ever make it home.”

Kneeling down at the soldier’s side, Twilight leaned in, feeling the pony’s short breaths fading against her cheek. “Ginger . . . I’m so sorry for sending you up there. All of you . . .”

“D-Don’t be silly Princess . . . Before today, I’d never been in the military. Never saw any kind of fighting.” As Ginger Solstice spoke, he winced in agony, turning to better face the princess. Opening his eyes back up, and seeing a bit clearer, he whispered as loud as his chest would allow. “But . . . today’s battle . . . taught me a lot . . . And I don’t care what others think . . . I’ll be ready for the next one. I made so many friends in my squad.”

Ginger, who appeared slightly younger than Twilight, spoke to her like a wise grandfather would speak to his grand-foals. Maybe it was the pony’s heavy, rough voice. “I wanted to thank you Princess Twilight . . . because before today . . . I’d never had much for friends. And now, I’ve made so many . . . I can’t wait to get back to training with them again.”

Twilight blinked out the tears, but they wouldn’t go away. They wouldn’t stop. She only nodded and whispered through a crackling voice of her own. “It’s been an honor having you defend me.”

Ginger’s body hurled when he fell to a fit of gagging, coughs. His body spasmed and trembled from the internal bleeding he surely suffered from. “Please Princess Twilight . . . until I get better . . . w-will you watch over her for me?”

Twilight had no clue as to who he spoke of, but nodded her head aggressively. “Yes, I swear.”

“She . . . was so scared when I found her . . . hehe lucky you sent us . . . or she would’ve . . .” and Ginger Solstice’s body softened to stillness. His voice faded to silence.  Ginger’s chest exhaled a breath and then stopped.

Twilight shivered at the sudden loneliness that wrapped around her, almost suffocating her. Even with Shining Armor present, and the sounds of the other soldiers, this corner of Town Hall was separated. Dropping back onto her flank, Twilight watched through tear ridden eyes as her brother pulled a sheet up and over Ginger, and then he was gone.

“The soldiers never found the pony he spoke of.” Shining Armor explained slowly. Whether Twilight heard him or not, he wasn’t sure. “I spoke with some of them, and the pegasus was either a changeling, or they got to her before she could be rescued.”

Twilight turned to her brother, finally starting to break down. “I’m sorry Shining Armor. I’m so sorry I didn’t listen to you. I never should have . . .”

Shining Armor pulled his sister in and hugged her tight. He buried her face in against his neck and whispered, “I know. You did this because you thought it was right. But . . .” and the captain hated doing this to his sister, but she needed to know. “But this is your responsibility now. You have to be here for your soldiers that you sent into battle, and here for the ponies of Ponyville.” He felt his sister nodding against him. “If you need to cry, we can go back to the castle, otherwise, there are other pegasi you should visit. Then you need to think about what your next move is.”

Holding herself against her brother for a second more, Twilight calmed herself down. She took deep, heavy breaths. Letting the final tears slip down her face, Twilight pulled out of the hug, her cheeks puffed up and her nose dripping from her release. Shining Armor quickly leaned in and helped clean her up. Twilight could only nod her thanks, a bit embarrassed by the sudden movement. “I-I’ll stay.”


Spike stepped out into the streets, wanting some fresh air away from the castle.  He’d spoken briefly to Brawny Hoof regarding the heavy losses Ponyville sustained from the Cloudsdale invasion and had immediately written up a report for both Princess Cadence and Starlight Glimmer. Both wanted updates as soon as possible, and from the sounds of it, Twilight would be busy for some time. With Brawny’s assistance, Spike managed to clearly articulate the situation they’d found themselves in.

“Perhaps a request for assistance from Cadence would be in order?” The guard had suggested. “I am certain Princess Twilight will suffer a great deal knowing ponies died because of what she ordered. Anything we can do to relieve her of stress, we should.”

At first, Spike wasn’t too sure about Brawny, but the pony had started to grow on him. Brawny proved reliable in sticking close to Twilight, and he even showed a genuine concern for the alicorn. If only he could’ve found Moon Dancer. Spike sighed as he slowly began his walk through Ponyville. The letters were sent, and now all he needed was someone to talk to. Considering how his friends were spread out in so many different directions, this meant a trip to Sugarcube Corner.

The little dragon wandered aimlessly into the candy-house bakery and waited in line while several other ponies picked up some sweets.  With no sign of Pinkie Pie, he only hoped that the party pony was up in her room, or down in her party dungeon. Either way was fine by him.

“. . . yeah that Princess Twilight is something else, isn’t she?”

Upon discovering that he’d walked in on a rather delicate discussion, Spike hid himself behind one of the candy dispensers the Cakes had sitting out. Not that feared for his life or anything to that extreme (the meandering group of customers looked a bit old to be chasing a baby dragon around), but he preferred staying out of discussions that painted his friends in such a negative light.

 “You think she would’ve taken the time to consider the consequences.  She may have saved Equestria before, but that’s back when she had her Element of Harmony or whatever.”

“Now she doesn’t even have that! Didn’t she lose it in some fight with Daybreaker?” The other shrugged in uncertainty. “And now, she’s lost a whole army of pegasi that could’ve been here protecting us.”

“She’s no Celestia, that’s for sure.”

Spike grit his teeth as the conversation continued along, hearing the blaming and finger pointing continue as the ponies wandered towards the exit. His spikes flared up, and wanted desperately to set the record straight. What did they know about Twilight? They weren’t in the castle, watching her agonize over this decision. They have no idea how much time the princess spent beating her head against the wall over her decision once the army was gone.

The ponies only continued their bemoaning, throwing words around like “incompetence,” and “unfit for a princess.”  Their words echoed through Sugarcube Corner and Spike noticed Mrs. Cake glancing over to him. She’d caught him in his hiding spot, but graciously remained at her station behind the counter.

When the ponies finally exited the shop, Spike let out a relieved sigh and slipped out from behind the candy machines. He walked over to the counter where Mrs. Cake smiled gently down at him. “How’s she doing Spike?”

“Rough. She left for the Town Hall a while ago when the army returned. I don’t know what to do, especially when we got townsfolk like them,” referencing the ponies that had just left.

“To some extent you can’t blame them though,” Mrs. Cake admitted. “I would never badmouth Twilight, but a lotta friends dear to this town are now missing because of her. And that leaves an impression on folks around here.”

Spike nodded. “But she was just trying to help. . .”

“I think we all know that deep down.” And pulling out two triple cherry chocolate sundaes with extra bananas and sprinkles, Mrs. Cake pushed them across the counter to Spike. “It’s just hard for some to accept it after everything that’s happened . . . Here, on the house. You wanted to see Pinkie Pie, right?”

Spike thanked Mrs. Cake for her generosity and nodded, “is she here?”

“Upstairs. She’s had it rough all day.”

Taking the sundaes, Spike carefully climbed the stairs to the second floor.  Unsure of what state Pinkie would be in, he knocked on the door with his tail, “Pinkie Pie?” He called out softly.

At first, there was no answer, and Spike thought maybe the pony was asleep. He was just about ready to knock again, when the door slowly opened.  Pinkie Pie poked her head out past the door, giving Spike a weak smile when she saw him. “Oh, hey Spike . . . come in.”

“Mrs. Cake sent up some delicious looking treats,” Spike said, hoping to cheer the pony up.

Once inside, Pinkie closed the door and joined her friend at a small table where he’d placed the two sundaes. “They look great,” were the only words she spoke about them.

Silence fell upon the two, and Spike watched the bananas starting to droop in the softening ice cream. He didn’t know what to say, didn’t know where to start. Pinkie Pie surely knew of what had happened.  Hell, with her room being right above the store, she’d probably heard the previous customers as well.

“You doing okay?” Spike eventually asked, grabbing a spoon and starting to work on his own sundae.

“Yeah . . . I’m okay.”

Spike never considered himself adept at reading other ponies, but Pinkie wasn’t okay. Her hair had flattened out, obscuring her right eye. She piddled with her sundae, taking more interest in watching it melt than actually gobbling it up.  Spike didn’t blame his friend. He felt the same way.

“I guess Twilight really blew it, huh” Pinkie said.

“Yeah, looks like it.” Spike admitted, taking another bite. “I just don’t know if she’ll be able to lead Ponyville after this.  Brawny took her to see the soldiers but . . .” Spike’s voice trailed off as he sucked down some more of his sundae.

“What about Fluttershy and Rainbow Dash? And Derpy! Did they make it back?”

Spike shrugged his shoulders, “I don’t know. I haven’t heard anything yet. All I could do was contact Princess Cadence for backup.”

Finally growing tired of staring at her food, Pinkie took a small bite out of it. “But what good will that do? Aren’t they a little far away?”

“I don’t know Pinkie Pie. I’m just trying to help Twilight.” Spike had become quite frustrated. He watched Twilight toil away at her princess duties, her confidence wavering with each passing day. Then when the soldiers had left, it was like time had stood still. She couldn’t focus on anything except for questioning herself.

“I wish I could help Twilight. I haven’t even seen her since we got here.”

“She’s been busy with so many princess duties. She might be seeing Rarity since she’s helping at Town Hall. But otherwise every pony else is too busy for Twilight to spend time with.” Holding his face in his hands, Spike said, “I think she needs all of you right now.”

Pinkie returned Spike’s comments with silence, only going to work on her sundae. As much as she didn’t want it, the Cakes had taken the time to make the delicious treats, and Pinkie Pie was not one to waste food. She steadily went to work, eating her ice cream in silence, her mind still plagued with other thoughts. She watched Spike do the same, and chose that moment to ask, “Spike . . . do you know where the Friendship Express is?”

“In the Crystal Empire with Cadence . . . why?”

“Oh . . . no reason.” Pinkie said, sniffling a bit, taking another bite out of her food.

“What?” Spike asked, looking up to Pinkie in concern. She never asked a question out of the blue like that without having a reason. Pinkie Pie may be silly, but she was quite a calculated a thinker, especially for a party planner. “What about the Friendship Express?”

Pinkie waved it off. “It’s nothing . . . it’s just . . . I was wondering where Maud might be right now.” Pinkie checked her calendar and resting her head on the table, finished, “She was supposed to be here last week. But the train hasn’t been running. And I don’t know where she is.”

Spike had completely forgotten about the celebration that would’ve taken place. With everything that happened, life before Daybreaker and Chrysalis seemed like a distant memory.  Unfortunately, he had no clue as to where Pinkie’s sister could be. It’s possible her family’s rock farm could be gone.

Stuttering, Spike struggled to provide anything of a reassuring response. He imagined Maud waiting at a station for a train that wasn’t going to show. “I-I’m sure she’s alright. I mean . . . she’s your sister!”

“Yeah . . . I guess so.”

Spike scolded himself. Why couldn’t he comfort Pinkie? But then again, how would he? It’s not like he had family out there somewhere. But Pinkie Pie did. So did Twilight and the others for that matter.  From the sounds of it, many of them were likely lost to Chrysalis on Cloudsdale.

Just finishing his sundae, a sudden burst of flame along with a belch escaped the little dragon, and Spike soon found himself staring at a message from Princess Cadence.  Unraveling it, Spike skimmed over the contents of Cadence’s message, and then flinging himself from his chair, he said, “I’m sorry Pinkie. I better go. Twilight will want to read this.”

“What does it say?”

“It’s from Cadence.  She’s gonna send back-up on the Friendship Express!”


Twilight hung her head after speaking to the final pegasus in the hall. She’d spent the last couple hours going from bed to bed, listening to the tales of heroism that saved the lives of so many ponies. She cried with the soldiers who were only alive because of another no longer with them. She reminisced about the friends and family who once prospered in the floating city, but were now nowhere to be found. She’d answered questions and strategized with those who wanted their head back in the game, and pleaded for a second chance.  And Twilight had watched their hopes fade when she told them there would be no follow-up mission.

I can’t risk anymore of them. I just can’t. By the time it was all finished, Twilight knew that she had fallen right into Chrysalis’ trap. This whole thing had been planned from the start, and Sunset Star was nothing more than bait on a hook.

Brawny probably already told Sunset of our failure. Twilight wondered how the pony was taking it. She’d promised that pegasus they’d get her family back. She’d promised a lot of families that they’d see their loved ones again. And now . . . I’ve broken that promise.

Stepping up to her brother, Twilight said, “It’s all my fault. I sent so many ponies up . . . up to their . . .”

“If you’re really sorry for what has happened here, then you’ll make sure it doesn’t happen again.”

Twilight nodded, realizing she’d be coming to terms that some of her friends just wouldn’t be returning. Not only had she sent up countless soldiers to their deaths or capture, she’d sent up some of her best friends as well.  How could she face her friends (those that remained) after all of this? What would she tell them?  What would they say?

Following her brother outside, Twilight gazed out over the skyline, watching the sun finally starting to peek out from behind the clouds. The sun finally breaking up the storm clouds, bringing some much-needed light on an otherwise dark day.

But from inside the sun, something approached. Faint at first, but grew as it got closer. At first, the princess thought it might be a flock of birds passing through. As they grew closer though, their bodies grew to be much larger than any bird. Their beady eyes focused on Ponyville, their fangs drooling with hunger as the swarm fanned out over the barrier.

Changelings. The creatures had arrived and landing on the walls of Shining Armor’s protective dome, all but blotted out the sun. The sounds of their hissing and buzzing wings flooded over Ponyville. The pounding echo of a hailstorm filled the streets when the love suckers started ramming against the barrier, trying to collapse it.

Twilight hurried over to her brother, who’d stopped in his tracks at the impending migraine that had ensued. “Don’t worry. I’ll be fine.” He said, and looking up at the legions of changelings that coated the barrier, “We better get you inside though. If there’s one pony they’ll be hunting for, it’s . . .”

“Look!” Twilight shouted, pointing to a pony off in the distance. “Rainbow Dash!” Twilight screamed and ran the three blocks worth of distance once she picked up sight of that distinctive rainbow-colored mane.

She heard her brother following her, but Twilight just couldn’t stop. She didn’t care that hundreds upon hundreds of changelings watched her from above. Her friends were back! They’d made it!

Twilight galloped as hard as she could over to the pegasus who now barely held herself up, and collapsed onto the ground at the first sight of her friend. Dash’s breathing had become ragged, and she could no longer carry the two ponies. Collapsing in a pile of fur and feathers, Rainbow Dash panted for breath, her body sapped of energy.

When Twilight arrived, she gasped at the sight before her. “Captain! Get help!” She screamed at her brother, who took off back to Town Hall for assistance.

Derpy and Scootaloo, both unconscious and injured, lay on either side of the Wonderbolt.  Scootaloo looked as though she were just fatigued. Her body curled up on the ground near where Dash had dropped her, but she breathed with some regularity. Some blood trickled down from her forehead, and so Twilight assumed at the very least a concussion.  Derpy on the other hoof, was far worse. One of the pony’s wings was broken, blood draining down from the feathers. Her body lay crumpled up against Dash, and to Twilight’s horror, wasn’t breathing.  Derpy’s fur stuck against her bones, and her ribcage was almost visible. The princess could only assume the changelings had gotten a hold of her.

“Dash . . . what happened . . .?” Was all Twilight could say to her friend.

Rainbow Dash however, couldn’t answer. All she could say was, “Fluttershy . . . Where’s Fluttershy?”

Twilight gulped at the realization. Dash expected the yellow pony to be here. Fresh tears sprinkled down her face, meeting Dash’s gaze with her own. She’d never seen her friend so scared before. “I-I’m sorry Rainbow Dash . . .” Twilight said, moistening her lips as she struggled to hold her composure. “S-She’s not here. Fluttershy . . . she hasn’t come back yet.”

Rainbow Dash’s mouth dropped open, her eyes lost, unable to understand what Twilight had just said. Fluttershy should’ve been out of Cloudsdale long before her. Why? How had she not returned yet?  It just wasn’t possible. “S-She’s not . . .?”

Guards arrived, picking up both Derpy and Scootaloo. In a matter of seconds, the two ponies were rushed off to Town Hall. Only moments later, Rainbow Dash had been placed on a gurney as well. But she hadn’t noticed. She only watched Twilight, waiting for an explanation, waiting for anything.

Twilight had no answer though. There was nothing for her to say. Fluttershy didn’t make it back. That was it.  She watched helplessly as Das was dragged off to Town Hall for treatment. For as long as possible, Dash kept her gaze on Twilight, searching for an answer. And it was only until the pony was out of sight did Twilight let herself break down. Fluttershy wasn’t coming back, and it was all her fault. “I’m sorry Rainbow Dash. I’m so, so sorry.”