//------------------------------//
// CH 13: Teutoburg 
// Story: Path of the Unforgiven 
// by HeatseekerX51 
//------------------------------//



Soooo sorry for the enormous timespan since the last update to this story. I was working on finishing another story that I had started to publish before this one. Anyways, this will be my primary project for the time being, finishing PotU, along with putting out updates to "Evil Ways" and "Tales". I know this chapter is long, but I hope you enjoy it.





CANTERLOT
LUNAR TOWER

Foreleg hanging on the banister, Princess Luna looked out over Equestria with her chin resting on a hoof. The recent spurt of stress over events long past still weighed on her. She regretting getting so wroth with her sister, even if it was a long time coming. 
A tiny squeak from below roused her attention to where a curious possum was circling around her legs. With a slight smile she wrapped the critter in soft blue magic and levitated him onto her shoulder, where he curled himself into a fuzzy pillow. 
“Oh Tiberius, it appears I’ve still some tears to shed after all. Distance and perspective can only dull the pain so much, even a thousand years thereafter the cause.” 
She nuzzled her cheek against his warm furry body, still looking over the land stretching out before her. 
“I wonder now, my little friend, if my sorrow is not comparable or even outmatched by some pony down there at this very moment. Is the memory of my lost love not surpassed by a grieving widow for their husband? A child for their parent? For though our romance was enthralling, it was but brief compared to the lives that many mortal ponies share with their beloved ones. And what was our passion? Was it not the mad indulgence of youth? A fascination enhanced by its taboo character?”
Luna sighed, once more dropping her cheek down onto her hoof. “Even if we had proclaimed our love publicly, I accepted his betrothal, and the two of us married, what would my end have been? To watch him age and wither before me until his last breath passed, I looking on with my immortal complexion? To go on and watch generation after generation of our scions succumb themselves to the implacable toll-master of the beyond?”
The idea of living on as her children and orders of grandchildren rose and fell put a sharp pain in her heart, not all of it due to a grim notion. Rather, that she would get to spend whole lives, make untold many memories with her lineage. Seeing them live their lives in alternating rhythms of mediocrity and greatness, heroes and farmers, legends and legend tellers. 
“I shall never know Tiberius-” Luna raised a hoof to stroke his back, making small swirling motions on the pate of his head. 
“-what kind of alternate fate may have played out, had those decisive moments not come to fruition. For good or ill we are each of us conscripted to the lives before us. Whether it be the machinations of gods, capricious or foreseeing, or the culmination of every choice we make in a matrix of possibilities that leads us not to some… ultimate predestination.” 
Glancing up to the stars as they sparkled by the dozen, she pursed her lips. Often during her nightly post she was left alone with her thoughts. The aftereffects of her reading habits being a combination of poetry and philosophy manifesting as a chimera of introspection. 
“But you wouldn’t have a care for any of that would you?” She nuzzled her pet in the stomach, earning from him a delighted squeal. “I tend to get lost in the metaphysical when I’m in a contemplative mood.”
“But why should I burden myself with misery long since past and beyond repair? Why wallow in superfluous self-pity when so much possibility lies before me!”
Thinking to herself with a raised eyebrow and side-scrunched expression, she hummed in consideration. 
“I think I should take on a new hobby! Mayhaps I will pen a new history of Equestria, or design a new observatory to be built atop Canterlot Mountain. Yes, a new hobby will serve me well.” 

Above the balcony, two of her nocturnal guards kept vigil, their membranous wings flexing and refolding for comfort. Quieter and more forbidding warriors compared to their daytime counterparts, they preferred to maintain their watch without the pomp and circumstance as was the custom of the Solar Guard. As such, the Thestrals followed their dark Princess from a short distance instead of a cumbrous entourage of thumping hooves and clanging plate armor. Not that they regarded their ancient duty as anything less than sacrosanct. 
They were eyeing the Princess retreat back into her tower when a glimmer of light from off in the distance was caught in the corner of ones vision. He snapped his head over to where it had been, somewhere in the air over Ponyville, watching like a hawk for any further activity. None came however, as everything over the recently-famous community seemed as tranquil as ever. 
Satisfied, he dismissed the worry with a grunt, peeling his focus away leerily. 


THE KINGDOM OF THE THICKET
CURRENTLY THE CHANGELING STRONGHOLD

“Come on! Hrrrrng!” Straining his neck to the point that he could feel the veins coursing, Wanderlust bit his lip in the effort to break his head out of the hardened mucus. Finally the material cracked apart with a snap, freeing him from the neck up. Now able to crane his vision around, he glanced over to the collection of pods that filled the throne room, his nerves shaking to see the likes of the fillies he had rescued in the forest, and Trixie who had fled from him in tears.
Worst however, was the sight of Fluttershy and Rainbow Dash, paralyzed in the gel that siphoned the love magic out of them until they dried up. Not only were they two flyers, but without them, the Elements of Harmony would be negated. 
“Ah!” He barked. “That damn parasite has taken the biggest weapon off the field before the battle has even begun!” The sting of Chrysalis' blow to his cheek was a reminder that she now thought of herself as being able to strike with impunity. 
A smaller pod nestled between the two Pegasai caught his attention, and he spied the diminutive dragon wrapped in the fetal position. A sure sign that Princess Twilight was surrounded on all sides by her enemies. 
“Ooooo I’d better hurry this up a bit.”
No longer hindered by the draining effect of the green mineral, the white light of his magic beamed from his horn, the space filled with a blinding luminosity. Tilting the tip of his horn down, he focused the light into a concentrated beam aimed at the material at his hooves. The beam blasted it away bit by bit, until his forehooves and up the legs were exposed. With enough of the organic concrete destroyed, he flexed his muscles to break apart the piece over his chest. 
“Alright… there’s one half.” 

With a mixture of his magic and might, Wanderlust chiseled himself out, bits of his mane and tail were still embedded in chunks of the stuff, but it was a tolerable burden for the time being. He had more pressing concerns. 
Wanderlust took Trixie’s pod in his magical grip, levitated it until it reached the ceiling, and brought it back down, cracking it like an egg. She spilled out of the case covered in slime, small muscles twitching in her legs and face. He knelt to her side, knocking the sides of the pod away, and cradled her head in the crook of his foreleg. 
“Trixie… Come on girl, wake up.” With a hoof he wiped the muck away from her face. For a brief moment, it occurred to him that this was not unlike what her parents must have seen when she was first brought into the world. He jostled her body, hoping to stir some movement. 
“Come back to me little filly, snap out of it!” 

“Cough! Hack!” A pained grunt accompanied the expulsion of a small amount of gelatin she retched, instinctively turning her face to the floor. Wanderlust rotated her body to help the cleansing process, rubbing her back with a hoof as a gesture of comfort. 

When she had finally spat the last of it out, she gazed up to him, eyes watering, and threw her forelegs around him, clutching as hard as she could in her weakened state. 
“Oh Wanderlust!” She cried, her body heaving. “I don’t know what happened! I was running away, then I got lost, and then…” 

“That’s alright Trixie, that’s alright.” He cooed, hugging her in turn but not too hard. “You just ran into some nasty customers, that’s all. Just like that time in Dodge City.”

A tiny chuckle sent another quiver through her rattled nerves. Breaking away enough to look him in the face, Trixie’s expression melted. “You came for me, even after I was so mad at you.”

“Of course I did.” He told her matter-of-factly. “Who else am I going to rush headlong into certain danger for, huh? Nopony else but you.” 

She reached up and laid a hoof on his face, as if to make sure he was really there. 
“I just didn’t understand why you left. I thought you must’ve been so disappointed in me.”

“You had your every right to be angry.” Wanderlust admitted, putting his forehead against hers. “I should have given you an explanation, some time to process things. Especially given how things ended with your father. I’m sorry Trixie, I never should have hurt you like that. I couldn’t have been more proud of you than if you were my own daughter.”
They hugged again, the emotion of the moment subduing old and brittle notions of resentment. 
“But there is a very serious conversation we need to have once we resolve our current dilemma.” 

Trixie gawked at their surroundings, seeing the walls covered in the glowing verdant pods.
“Is this… a Changeling hive?” Shrinking into his breast, the severity of their situation fully dawned on her. 

“Yes, Chrysalis has taken the Deer’s kingdom for her own, using it to launch a stealth campaign against Ponyville and Princess Twilight.” Wanderlust let her go and strode over to the newest captures, taking Sweetie Belle and the other foals in his magic. 
“She has however, committed a grave tactical error, and invited her enemy into her sanctum.” 

Rising to her hooves, Trixie examined the others still trapped. “I suppose we could compromise with her, just let her take Twilight and leave the rest of us alone.”

“Trixie.” He warned in a flat tone. Though the situation was dire, he found that his wrath was spent after the several hours. Sapped from him by the taunting of the Generals. Now he found himself reinvigorated. He had arguably been in worse spots before, most of those times alone. But with Trixie by his side there was a strange feeling of enthusiasm, an old wily impulse. 
“First things first.” In his magic, he cracked the children’s pods, easing the five of them to the floor and discarding the husks. “We have to get as many ponies as we can out of these things.”

“And then what?” She asked, moving over to a pair of pods in the corner, where a green unicorn and an odd looking Pegasus were entombed. “We escape to Canterlot? Get help from the princesses?”

“Not exactly.” After making sure the fillies were alright, Wanderlust stood over the pod of King Aspen, and lanced the membrane with a beam of magic. 	
The Hart of the Forest slid out of his incubation, unfurling his lean limbs. Wanderlust muscled Aspen to his hooves, carrying him over to lay him on his throne. Though it was dark, he could still make out the wooden pillar underneath the encrusted Changeling mucus, and the hollow at the base was none the worse for wear. Setting him into the seat, Wanderlust felt the king begin to stir. Aspen opened his eyes with a pained expression, began coughing and blowing the muck from his snout.

“That’s it.” Wanderlust said, patting him on the back. “Get it out.” Glancing over to Trixie, he saw that she had freed the unknown couple, and was now working on Rainbow Dash and Fluttershy. “Make sure you awaken the young dragon.” He told her. “We’ll need him.”

“The Changelings…” Aspen said in a hoarse voice. “Chrysalis…”

“She’s out at the moment, which means we have precious time to sort ourselves out here.” It would probably take days to clear out the sheer number of pods attached to the walls and ceiling, far too much time. 
Wanderlust gripped the royal cervid by the shoulders to emphasize his point. “Ponyville is under attack, and the Princess is in great danger. With Twilight in check, Chrysalis will have free reign to move on Canterlot, with nothing standing in her way.”

“Then *cough* I’m afraid Chrysalis is quite mistaken.” Aspen grit his teeth, straining to regain some image of authority. 
“There lies an entire forest between her and Canterlot!”


EVERFREE FOREST

“Shh! Stay quiet! 

Hunkering down under a large tree root that had turned into an awning, Rarity, Applejack, and Pinkie Pie stayed as still as they could. Passing over them a small army of Changelings flew through the area, combing the brush. 

“Spread out and find them!” Yelled a drone with a helmet. “Queen Mother wants those other three element bearers! And Celestia help us if we should fail!” 

“Other three?” Rarity whispered. “What does that mean?”

“You don’t think they caught Rainbow, Fluttershy, and Twilight do you?” Curling her hooves, Pinkie tried to contain her anxiety as the patter of chitinous hooves sounded close by. 

“I wouldn’t put too much worry in that.” Keeping a cool head under the circumstances, Applejack didn’t want to let any such fear hinder her resolve. “Them girls can take care of themselves. We just focus on not getting rounded-up by them creepy Changelings, save our fillies, and then make it back to the others.”

A loud stomp on the root above them forced them to recoil deeper into the alcove, hoping the cover of night would help to conceal them. 
The changeling sniffed the air, following the unmistakable scent of fear that ponies gave off. Not as potent as love, their senses not as attuned to scour for it, the changeling could nonetheless discern the unique, seared meat, peppery odor. It leaned down taking careful, methodical whiffs, it’s focal-less eyes scanning the area for any visual trail. 

“Over here!” One of them yelled from a short distance. “They went this way!”
The higher-pitched voice was recognizable to Rarity and the others. As soon as the Changeling hovering over their heads heard the call, he dashed away, leaving the girls to a sigh of relief. 
“Arthon!” Pinkie said with worry. 

The young Changeling stood at a fork in the trail, one that lead in the opposite direction the mares had been heading in. As his elder siblings approached him, he pulled his forelimbs into his chest and quivered under their baleful gaze.

“Look who it is.” One of the others growled, encircling the grub. “The little traitor Arthon.” 

“Traitor! Me? No!” Arthon pleaded, shaking his head. “They pony napped me! Forced me to tell them things!” 

It was a lie, Applejack thought. Well, for the most part. Able to hear what was transpiring, the mares’ confusion grew as they listened to Arthon spin a story to save his own thorax from retribution. 
“I swear, I would never betray the hive!”

“You better hope General Crassus believes you!” Another barked. “Or you’ll be food for the snapdragon!” 

A tremendous buzzing from above drew all attention to the skies. Necks craned to see a multitude of soaring shapes, blocking out the stars almost completely. 
“Mother is on the move, she‘s moved out her reserve from the Thicket.” The leader of the small troop said. “She will soon be in Ponyville, if we do not capture the other Element Bearers before the end of the night, we may all share a fate in the teeth of the snapdragon.”
He gazed up the path where Arthon had indicated, and made up his mind. “We don’t have time to waste. Come!” 
Taking off without any further deliberation, the Changelings fled up the trail, away from the mares hiding place. Arthon however, lingered back for a moment, looking over to where a set of eyes under a bush of pink hair stared back at him. 
“You too grub!” The leader called from the front of the pack. “We’re not letting you out of our sight.” 
With a nod in Pinkie’s direction, Arthon fell in behind the others and disappeared into the forest. 

Creeping carefully out from their alcove, Pinkie, Rarity, and Applejack made sure the changelings were well off in the distance before stepping out completely. 
“I guess that little feller was decent after all.” AJ admitted. “Coulda given us up right there.” 

“I knew it!” Pinkie exclaimed in a hushed voice. “I knew he was one of the good ones! Do I know how to pick’em or what?”

Rarity nodded, but remained serious. “He’s bought us some time, and we’ve got none to spare. Let’s go girls, If I remember right, the Thicket isn’t too far, and those Changelings heading to town were coming from this direction.”
The seamstress trotted down the path left clear to them, stopping only to examine a splotch of mud on her hoof before shaking it off with a look of disgust. The others were quickly behind her, Applejack keeping a wary eye out, Pinkie bouncing with a newfound spirit. 

As they progressed deeper into the Everfree, the forest continued to thicken and morph into something primeval, as if they were going back into earlier ages of the planet. The trees stuck out of the ground like bent geezers, gnarled branches reaching out like ghoulish figures to ensnare unfortunate prey. Observant orbs large and small peeking out from dark pits, emitting curious trills and whispering to one another in animal tongues. 
The mares however, remained on course. Rarity focused herself on the path ahead, on her sister in the clutches of the marauding parasites. Likewise Applejack had Applebloom in mind, hoping to get to her before any lasting damage was inflicted. Pinkie, for her part, was just determined to do the right thing. 


TWILIGHT’S CASTLE

Spike, as he was thought to be, peered out of the castle window from a higher floor to look down at the horde of his fellow Changelings still collected below. 
“What’s taking them so long?” He cursed under his breath, having to suffer being trapped in the castle with ponies. He could practically taste the love emanating off them, and the urge to gorge himself was becoming maddening. “The princess is right here! She’s got nowhere to go!” But frustrated as he might be, he had been selected for this particular replacement due to his patience. Drones were not drafted at random for these types of things, no. Like the ponies they fed on, some possessed aptitudes and qualities others did not. Spirochete had shown himself to have a superior constitution than most in his generation, disciplined enough to withstand the training necessary to go undercover at such depth. 
Nonetheless, his hunger clawed at him, no salvation from the ravenous need to feed that drove all Changelings to pillage and plunder. Enduring as he was, the inexperience of his age kept telling him that this was taking entirely too long, and that they could just crush the resistance right now and move on. It was the order of his queen mother however, absolute and unquestionable that forced him to swallow his vexation and wait until the proper time. 

Down in the foyer below, Twilight occupied herself by talking to the other ponies, hearing their experiences of the night, and putting together a chain of events. She was supposed to teleport herself and Spike back out to the Everfree, but the ponies here were so scared, and she was literally the only thing standing between them and the Changelings. She couldn’t bring herself to abandon them just yet. 

“-And then my friend, he just… changed right in front of me! Into that… horrible thing!” The sobbing Pegasus mare had been on break at the weather factory when the invasion was sprung. She had escaped by the skin of her teats by flying through clouds to evade her pursuer. Twilight sat next to her on the bench, her right wing draped over the mare’s shoulder for comfort. 
“I just… I just wanna know what happened to him!” 

“We will find him.” Twilight said, hugging her in close. “I promise we’ll find everypony and bring them back home.” 
The junior alicorn used the embrace to avoid having the mare see the look of doubt on her face. She and her friends had always triumphed in the face of adversity, and defeated the greatest threats Equestria had ever known. But she knew none of that guaranteed the next victory. For their homeland to be safe they had to win every time, but the villains only had to win once. 
“You’ll see, everything will-”

“Twilight! Twilight!” The sound of Spike’s excitement as he hopped down the stairs quickly got everypony’s attention. A murmur of conversation began to spread. 
“Open the door!” 

Hearing that, a number of the ponies became highly agitated. As Spike rushed towards the door, three of them seized him and held him down. 
“Are you crazy!” A stallion yelled.
“What are you doing?” 

“Everypony relax!” Flapping above the rest, Twilight used her magic to separate the pile of bodies and suspend them all. 
“Spike! What is going on?”

“Princess Celestia! The real Princess Celestia!” Spike exclaimed. “She’s here!” 

Her magic bubbles holding up the four, popped and dropped them to the floor when she gasped. “Already?” 

A new commotion went through the crowd. “Stand back everypony.” Approaching the doors, Twilight ushered the others away from the potential danger zone with her wings. “I’ll give it a look.”
She braced herself for what she might see, knowing that it could all be another ruse by the shape shifters. Taking the door handle in her magical grasp, Twilight opened it just enough to get a good glance at the outside. 

The skies over Ponyville were filled with combat, armored royal guard stallions battling the Changelings both in the air and on the ground. Pegasai squadrons chasing down fleeing drones, Earth Pony phalanxes smashing through chitinous ranks, and Unicorns lashing out in all directions with magic blasts and deflective shields. 

And there, striding through all the chaos of battle, was the Solar Princess herself. Wherever she cast her magic, the Changelings slumped to the ground, breathing softly as they slept. 

Still surrounded by the drones of her legion, Twilight could see General Magna consolidating her forces at the entrance to the castle. 
“Sh-she’s just a little bigger than the others!” Magna called out. “Just more love to feed on!” 
But the others didn’t share her confidence, and refused to budge from where they stood. 
“Come on you simpering grubs! Attack!”

Celestia came to a pause a dozen paces away, giving her adversaries an inviting smile as if to welcome their challenge. Royal guards approached her sides, but she fanned her wings out to stop them. Her glare hardened as it focused upon Magna, letting the General know that choosing to battle would be a very costly mistake. 
“Surrender Changeling!” Celestia demanded. “Surrender and you will not be harmed!” 

Magna hissed, her tongue wriggling out from between her fangs, drones closing ranks around her. 
“Our Queen Mother will not be denied her prize! You cannot prevent what is to come!” 

“We shall see.” A ball of light formed at the tip of Celestia’s horn, casting such a brilliance that it forced the swarthy horde to shrink back and cover their eyes. Lowering her wings, the rest of her guards advanced. It was a classic technique known as the ‘pincer movement’, with the royal guards all converging on the flanks of the Changelings. Earth Ponies led the way bearing shields, behind them the unicorns cast their own subduing spells. The Pegasai strafed over the top, catching any who tried to flee and knocking them back down. 

One by one they were felled. Unable to see, unable to coordinate a counterattack, unable to retreat. Twilight had heard about her mentor having to lead her guard into battle before, but to see it personally was something incredible. Gone was the warm teacher she’d known for years, replaced by the efficient and powerful master, giving them an example of what an alicorn was capable of. 

Magna heard the drones beside her drop, and in one final act of spite, turned towards the castle where she sneered at Twilight with a look that could crack ice. 
“I’M NOT FINISHED WITH YOU SPARKLLLE!” 

Left standing alone, Magna tucked her head between her shoulder blades and faced the wrath of the Princess. Celestia, now standing about a leg’s reach away, shot one final ray of magic that struck Magna on the forehead between brow and horn. With a gasp her legs gave out, unconscious before she even hit the ground. 

“Princess Celestia!” Twilight bounded out of the doorway, fluttering over the carpet of slumbering exoskeletons. She landed right in Celestia’s breast, throwing her forelegs around the mass of warm white fur. Except it wasn’t as warm as usual, and the reciprocate hug was delayed in coming. But these were slight oddities, nothing to be overly concerned about. pulling back, Twilight looked up into her face. 
Celestia beamed back down with her own smile, tilting her head slightly. 
“Are you alright Twilight? Are you hurt?” 

She couldn’t exactly put her hoof on it, but there was something about the warm face that seemed… off. Like there was something missing. 
“I’m ok.” Twilight said, masking her anxious tone as best she could. “But my friends are in trouble.” 

“Then we have to act fast.” Striding onward, Celestia headed for the castle entrance. “Luna is taking her guards and sweeping the other side of town. Right now we have to organize our resistance and coordinate an offensive strategy to retake the Everfree.” 

Twilight couldn’t bring herself to follow in her hoof steps right way. She had never heard Celestia talk about warfare like that. Granted, there was plenty of room in her long life for some experience with military tactics, it was just jarring. 

“Come Twilight.” Stepping over the downed drones, Celestia motioned for her guards to take up sentry positions around the grounds and start clearing the unconscious. “We don’t have much time. Chrysalis could be maneuvering another legion into position as we speak, she is fiendishly clever like that.” 



Play music for some atmosphere




“Ok, that was definitely odd.” Even if it was technically true, it wasn’t something-

As Twilight crossed over the threshold of the castle, her eyes widened and her throat ran dry, lips parting just enough to let a breath seep out. A shiver worked its way up her spine, watching the sheltering townsponies smile and greet Celestia. Like watching lambs greet the wolf. The alabaster alicorn nodded and offered comforting words to the worried, giving them all the sight and sounds of their beloved ruler. 
But it now dawned on Twilight, that she may have just allowed a perfidious predator to enter her castle. What then could explain her fellowship of many guards? And her disposal of Magna? Could the thousand-year princess not be forgiven some unfamiliar quirks under these conditions? And if this was another imposter, she stood a much better chance of subduing it somewhere without this many potential Changelings around. Twilight thought to herself, and devised a plan. 
“Right this way princess.” She chirped dutifully. “I have some maps of the Everfree in my library.” Taking the lead at a quickened pace, Twilight escorted the royal entourage down the hall. 

“Of course, my faithful student.” Celestia agreed. As she walked, she noticed a diminutive purple dragon scampering up alongside her. For a moment the two merely glance sidelong at one another. Then Celestia gave him a quick wink. Spike returned the acknowledgement with a compressed smile before bounding forward to catch-up to Twilight. 

Celestia’s vision darted around, examining the surroundings. “What of your friends Twilight? Where are they?”

The question, simple as it was, caught her by surprise. “Oh, uh, they went to round-up anypony who could help.” 

“How good of them.” Celestia complimented. But Spike, who hung back at Twilight’s rear glanced over his shoulder and shook his head. It amused her to watch the alicorn’s attempt at deception. In many ways she was still just a child, lacking the finer skill for the art, bearing the unmistakable stamp of her youthful inexperience. This meant that Twilight at least suspected what was going on, and was leading her somewhere on purpose. She smiled at the notion, and it brought her no small degree of satisfaction. It was all she could do not to burst out laughing. 


EVERFREE 

“If I remember rightly, the Thicket ain’t but just around this bend.” Her Stetson lowered over her forehead, Applejack exhaled with anxiety. They had been delving ever deeper into the savage woodland, motivated by a desperate partnership of love for their sisters and faith in their success. There was no room for doubt to distract them, for indecision to slow them down. If there was one silver lining to having the Everfree infested with Changelings, it was that they drove out all the other inhabitants, like the manticores, timberwolves, and cockatrices. 

“It better be.” Rarity complained. Her mane was drooping and frayed, sweat soaked into her fur. “At this rate I won’t be in any condition to rescue my little Sweetie Belle from those horrid beasts.” 

“Tell me about it! I’m totally beat!” Bouncing past her friends, Pinkie Pie seemed about as exhausted as a rabbit on caffeine. 

Frustrated, somewhat, by her friends, Applejack knew that the superior Earth Pony endurance was giving her and Pinkie an advantage over the unicorn. But still, she couldn’t keep her moaning to herself? 
“Now thar’ll be plenty of time to rest when we got our girls back.” 

“What’s that you say?” Came an angry, snarling voice. “You could use a rest?”
Dropping down from the branches above, several Changelings surrounded the mares, horns leveled and magic ready to strike. 

The girls backed-up against one another, consolidating in the center of the formation. 
“Stay back!” Rarity commanded, lighting up her own horn. “Stay back you ruffians!” 

Of the eight drones, one of them stood taller as the others crouched. 
“Ha! And they said there’d be no glory in perimeter patrol! Now I, Centerapax, will be the one to capture the pony-princesses’ minions! And I will bask in our mother’s favor!” 

“We’re not Twilight’s minions!” Giving the leader of the troop a defiant face, Pinkie showed no fear. “We’re her friends!”

But the correction seemed to be one that escaped the Changeling’s grasp. They looked among each other, exchanging shrugs and negative expressions. 
“What’s the difference?” One of the drones asked. 

“What’s it matter?!” An incredulous Centerapax yelled, furious at the numbskullery of his squad. “Seize them!”

“FOR THE QUEEN!” They shouted in unison, charging forward to close the circle. 

During the siege of Canterlot, Applejack, Rarity, and Pinkie had taken on dozens of the shape-shifters. Scary-looking and dedicated they were, but efficient fighters they were not. Their specialties were deception and strength in numbers, not hoof-to-hoof combat. 

But they were however, highly adaptive. Rarity caught one of them in her magic, but was tackled from behind by another. 
“Unhoof me you brute!” She cried, but quickly her horn was covered in the magic-containing slime, and her flank was stuck to the ground. 

Pinkie managed to evade a few of them, tapping their shoulder and darting back and forth to make them lunge and fall over themselves. 
“Over here! Peek-a-boo! Tag, you’re it!”
But one was savvy enough to see the trick coming and spat his adhesive bile on the ground between his legs. Pinkie came up behind him, and when she reached over to tap him, he leapt forward and lured her to step into the muck. 
“Oh-oh!”
“Get her!” No less than four drones dog-piled on top of Pinkie to hold her in place, making sure to glue the rest of her limbs down. 

Applejack was the last mare standing, fending off her assailants with powerful bucks to keep them at a distance. Finally it was Centerapax himself who waited for an opening and threw himself on top of her. She tried to buck him off like a rodeo champion, giving the Changeling sergeant a ride that rattled his brain. 
“Git offa me ya buggy varmit!”
Another drone latched onto her hind leg to weigh her down. She reared up, and a third drone ran itself headlong into her stomach, bowling the whole cluster over. Centerapax was pinned underneath her, but in the ensuing wrestling match, he was able to free himself and splatter her back with the green mucus. When she was at last rolled onto her spine she found herself unable to escape. 
“You get this creepy gunk off me right now!” Applejack demanded as she kicked and thrashed. 

“Yes!” The changeling in charge raised a hoof in victory, involuntarily beginning to salivate. “I’ve done it! The Princess’s minions are mine! Mother will reward us for certain!” 

“Oh!” Rarity groused. “The only reward you’ll get is a swift hoof across the jaw!” 

“Stupid pony!” Centerapax strode over to the defiantly pouting unicorn, and putting his fore-hooves on her cheeks, he tickled her nose with his tongue. “I wonder what your love will taste like?” 

“Hooves off the lady!” Everypony turned in the direction of the authoritative voice, up to a ridge that oversaw the path they were on. Standing there with a light atop his horn, Wanderlust glared down at the chitinous marauders. 
“Or else.” 

Unnerved but not cowed, Centerapax glanced among his squad, trading smirks and chuckles with them. 
“Oh yeah? You gonna make us? Hmm.” He leered. “You and what army?” They lowered their posture and stalked forward, preparing to capture this wanna-be hero. 

Wanderlust did not move, but at his sides emerged a number of other figures. To his left were Trixie, Rainbow Dash, Paleo Search, and Gentle Heart. On his right, King Aspen and his deer warriors made themselves known, an array of antlers and very angry looking faces. The Changelings stopped in their tracks at the sight, the opposing numbers continuing to rise. 
“This one.” Aspen growled. 

“HI RAINBOW DASH!” Pinkie Pie yelled, the right side of her face plastered to the ground. 

Wanderlust began to step down from his vantage, the others keeping pace beside him, moving as a single unit. The Changelings started to backpedal, unwilling or unable to take their eyes off the approaching forces. Rarity, searching among the legs for any sign of the fillies and colts, found them at last when they crested the top of the ridge, taking the place of the adults as they advanced. Among them she saw Sweetie Belle and her friends among a number of other youngsters. She felt her heart skip a beat. 

“What’s going on?” Still trapped on her backside, Applejack had to lay her head on the ground to see what was happening. Upside-down, all she could see for the moment were the Changelings facing away. But they parted around her as they retreated, allowing her to see Wanderlust and the others. 

Centerapax, realizing that he would gain neither victory nor reward here, decided that it was better to survive to fight another day. 
“Fall back!” He ordered to his drones, his wings buzzing to lift him off the ground. “Rally to the castle-UGH!” 

As they tried to flee, every Changeling was caught in a white nimbus, thrashing in place to try and escape. 
“You’re not going anywhere.” Wanderlust sneered, the tip of his horn glowing even brighter as he and the others descended upon them. “I have use for you!” The Changelings were slammed to the ground, and still in the magical grip, pulled together despite their hooves clawing into the ground. 

“No! No!” Centerapax squealed, fearful of the baleful glare the unicorn was giving them. 

“HRRAH!” Sweeping his horn from right to left, Wanderlust bathed the drones in a new spell, this one putting them into a deep slumber. 

The deer busied themselves with freeing the trapped mares, dousing the green adhesive with a blue tonic from the miniature barrels they carried around their necks. 

“Sweetie Belle, darling!” Breaking free as soon as the bonds were dissolved, Rarity shouldered through her cervid helpers to snatch her little sister into an overbearing hug. “Oh, I’ve never been so worried!” She managed to spurt out in between peppering the filly with kisses on her forehead. 
But Sweetie Belle found the affection a bit overwhelming. “Eh! Oh! Come on Rarity!” 
“She’s a little tired.” Wanderlust said, coming over to offer a subdued smile. “But none the worse for wear.” 
Rarity couldn’t hide the blush in her cheeks, biting her bottom lip to contain the grin that wanted to spread from cheek to cheek. “You know, this is the second time you’ve rescued our little girls.” She purred. “I shall have to think of a proper reward for such a gallant hero.” 
“My reward will be seeing Chrysalis in chains. But uh, if you think of something nice…” He said with a wink. 

“Come on dang it!” Applejack complained as the Deer’s tonic did its work, flailing her legs in the air impatiently. But Applebloom was able to simply walk up to her. 
“Hey big sis.” 

“Applebloom! You-uh… You mind giving me a little help here?” 
Shady Daze joined in, helping Applebloom to yank on the older sister’s hind legs, giving them a tug that broke her free. 

“Where’s Fluttershy?” Pinkie asked, the side of her head still stuck to the ground. Wanderlust hit the gunk with his magic, a concentrated ray enough to dissolve the stuff. 

“She’s with a squad of Thicket warriors, rallying some more help for us.” He glanced around, noticing the absence of a certain young Alicorn. “What about the town? Where’s Princess Twilight?”

“She ran back.” As the ponies converged, Rarity began to explain the terrible situation. “The Changelings are destroying Ponyville! We had hoped to hear from her by now.”

Her words hit Wanderlust harder than it might have seemed from the outside. He pictured the thatch roofs of the village set ablaze, ponies running in panic from the pillaging of the drones. Evoking all-too familiar memories and pains he thought long overcome. 
“Not tonight they’re not!” He barked, turning to his assembled company. “I lived through one Changeling invasion, one I was unable to… to….” The words refused to come forth, the anguish of speaking the words out loud so long repressed he wasn’t sure he could anymore. 
“…To save my family from. But it’s not going to happen tonight! Not while we still breathe!” A chorus of cheers went up from King Aspen and his Thicket warriors, their own blood hot and ready to bring the fight to the invaders. 

“How’d y’all escape?” Applejack asked, impressed by how eager they all were for battle. “That place musta been crawling with them dern bugs.” 

“Oh you shoulda seen it AJ!” Flying into the center, Rainbow Dash gestured with punches and kicks as she acted out their heroic getaway. “We had to fight our way out of the hive!”

Just then, a glowing green comet soared straight into the sky from somewhere behind, back where the Deer’s kingdom lay. 
“That’s the alarm.” Wanderlust said, watching the streak burst into a shower of sparkles. “They’ll be coming for us.”


Earlier…

The group of the escapees, led by Wanderlust, were making their way down the grand hall of the Thicket’s wooden castle. The hall was thus far uncluttered by the hardened black mucus and veins of glowing green, allowing the luminous plant buds ensconced along the walls to light their way. Spike, despite his size was perhaps the most useful of the bunch, lay unconscious across the back of Gentle Heart, his underdeveloped stamina especially vulnerable to the energy leeching of the Changeling’s slime. Rainbow Dash and the thestral Paleo Search flying above the group, and a number of deer warriors followed close behind. 
Wanderlust couldn’t help but glance up to the nocturnal equine curiously. “You know, it’s been quite some time since I’ve seen a bat-pony.” 

Despite the friendly tone of the question, Paleo winced, giving Wanderlust a frosty glare. 
“We ah… We prefer to be called ‘thestrals’. We consider the term ‘bat-pony’ to be kind’ov a slur.”

“Oh…” Turning his attention back to the approaching entrance archway, Wanderlust tried to remember if he had ever heard about that particular etiquette. 

“Once we reach the outside, I can guide you on the fastest path through the forest!” King Aspen huffed as they raced, his muscles still suffering the weariness of the siphonic imprisonment. “Then we can take our vengeance out on their black hides!”

“That sounds revolting.” Trixie said, scrunching her mouth at the idea. 

“I think it’s a metaphor.” Gentle Heart suggested. 

With the door just before them, a number of dark shapes dropped down from the ceiling to bar their way. 
“Stop them!” One of the Changeling guards shouted, pointing a hoof. “No-pony leaves the hive!” 

“Behind me!” Wanderlust cast his magic out in a familiar, shield-like construct, the others falling in stride behind its protection. The Changelings launched vollies of their own green magic as they too charged onward. Gobs of the verdant goo splashed across the barrier and steamed off into vapor, dispersing to reveal Wanderlust’s hard glare bearing down. 

As they continued to barrage the ponies, it occurred to the one in the lead that Her Majesty’s guards were outnumbered. “Wait! Wait! Wait!” He cried as he dug his heels into the floor, but the fervor and momentum of his comrades carried him forward against his will. The two sides collided, but only briefly. Wanderlust’s shield smashed through the chitin ranks, sending those on the flanks crashing aside like bowling pins and mashing the snouts of the center into the translucent battering ram. 

The ponies were making headway towards the exit when more Changelings emerged from above to assail them. Rainbow Dash and Paleo Search broke from formation to engage in a series of aerial battles within the limited space, trying their best to prevent the smallest among them from being snatched away. 
Dash lashed out with hoof-strikes and nimble dodging, knocking them from the air one after another. Paleo choose instead a more physical tactic, using shoulder checks into the walls and grapple-throws. He seized one drone around the neck with a foreleg, and flung him away. “Heads-up Dash!” The pegasus whipped around just as she was uppercutting one opponent, and managed to slide back just in time for the incoming Changeling to crash into the other. 
“Sweet toss!” She complimented. “You should try out for the Equestria Games!” 
“Sounds nice but-” Paleo was interrupted when a drone tried to latch onto him, only for him to lean back, catch the Changeling around the barrel with his hind legs, and pitch it to the floor. “The Crystal Empire is a little too bright for my taste!” 

Wanderlust and Aspen were engaged with their own series of foes when the unicorn spied a trio of drones angling to launch an attack on the slumbering Spike atop Gentle Heart’s back. 
“Trixie! Cover Spike!” 

Responding to his call as if it were muscle memory, she shot a flurry of magic from her horn, intercepting the diving Changelings mid-dive in a cacophony of firework explosions. They yelped in surprise and shock, rendered half-blind and deaf by the bursts. Gentle Heart, who had ducked her own head down, took the opportunity and used her own dichromatic magic to slam the drones into the wall. 
She gasped when they fell to the floor in a series of thumps. “I got some! Paleo! I got some!” 

“I saw!” Her special-somepony acknowledged from across the room. 

This whole time, Fluttershy had been shivering in a corner, using her body to shield the fillies and colts. Two drones landed a few paces away, stalking towards her with menacing glares and salivating fangs. 
“EEP!” She squeaked, cowering and pushing back as far as the children behind her could allow. 

But the two predators were swept aside in a pair of antlers that belonged to an eye-catching deer in red armor. He heaved them away with a single thrust, and turned to Fluttershy with concern. 
“Are you alright?” He asked her, his poise and piercing eyes reminding her of a character from one of Rarity’s romance novels. 

“Mm-hmm.” She mumbled from behind her foreleg. 

His brow crinkled in slight confusion. “I’m sorry?”

“We’re okay.” Fluttershy whispered. 

“Uh.. Alright.” The deer soldier picked his head up and glanced over his shoulder to examine the battle. “Bramble, you be a brave lad and keep these ponies safe, you hear?”

A small head with tiny budding antlers popped out from behind the timid pegasus, a little barrel of the magical elixir that his tribe employs to restore the forest around his neck. 
“I will Blackthorne!” He piped up, sticking out his chest in impersonation of the bravery he had seen on others. “For the Thicket!” 
“For the Thicket!” Blackthorne answered, smiling down at his little cousin before charging off. 

King Aspen drove his fore-hooves into the chest of a Changeling, his mouth hanging open to bring enough air into his lungs. He knew that this skirmish was a waste of time, and he shouted in between breaths to Wanderlust. “The longer we fight, the greater danger even more of these creatures will arrive! We need to break this off!” 

He was right. “To the door! Everypony!” Wanderlust commanded, firing white bolts to cover their movement. Trixie and Gentle Heart moved together, protecting Spike, just as Rainbow Dash and Paleo Search hovered around Fluttershy and the fillies. 

The several deer warriors closed ranks, weaving through the Changelings to some shoulder-to-shoulder. “To the King!” One of them cried, signaling to the rest to steadily pull the line back. They marched backwards, fending horns poised to strike out, the king himself joining their ranks when they reached him. 

Wanderlust allowed the deer to pass him as he continued to ward off the drones with magic blasts. “Go on! I’ll take care of them!” 

When all equines and cervids were safely behind him, Wanderlust charged his horn, the magic building with an audible whine as the tip glowed brighter and brighter. Knowing their prey was about to escape, the Changelings as a solid mass made one final lunge to overwhelm them, surging like a wave about to crash down on the defiant unicorn. 

The burst of white light engulfed the swarm completely, and when it faded, the Changelings dropped in a heap at Wanderlust’s hooves. Satisfied that they were all soundly comatose, he turned and sprinted after the others as they fled into the open night.
“I thought you were going to hit them with a fire spell.” Trixie remarked as he caught up to her. 
“A fire spell? In a wooden castle?” He asked with mock incredulity. “I’d hate to burn our new friends house down!” 

When the group had disappeared into the bush, and reached the relative safety of a small branch covered clearing, they paused to catch their breath. Aspen was setting his warriors to establish a perimeter watch when Wanderlust strode up to him. 
“Your Majesty.” He addressed formally. “I know our numbers are tight, but I have an idea that will need use of a few of your soldiers.” 

Aspen fixed him with total seriousness. “What do you need?”

“I’ll need a small escort contingent, to guide and protect Fluttershy.”

Hearing her name, the gentle pegasus paled. “Wha…me?” She sputtered anxiously, putting a hoof across her chest. 

“Yes Fluttershy.” Stepping closely, Wanderlust made sure to keep his posture soft and lowered his head to her level. “We have need of your special talents.” 

After a few words, Fluttershy departed from the group, Blackthorne and half a dozen deer troops in tow. 
“Has the dragon awoken yet?” Wanderlust asked, striding over to where Gentle Heart and Paleo Search were laying Spike on the ground. 
“Nothing yet”. The Thestral nudged the sleeping drake with a hoof, but no response came other than the continued steady breath of sleep. Rainbow Dash and Trixie huddled around as well. 
“Stand back.” Casting a soft ray of magic from his horn, Wanderlust bathed Spike in its glow. When almost a minute had passed, he ceased the spell and frowned. 
“An enchantment has been placed on him, some design of Changeling magic that I have no immediate counter-spell for. Chrysalis knows how dangerous he could be to her plans, so she’s taken some extra precaution against us alerting the royal sisters.” 
“What do we do if we can’t call for help?” Trixie asked.
“I can fly to Canterlot!” An eager Rainbow suggested. “Bring back Celestia and the whole royal army!” 
“Do it then.” Wanderlust stuck out his hoof, to which Dash connected with her own. “Fly as fast as you can, Ponyville doesn’t have much time left.”


PRESENT

“I love what you’ve done with the place Twilight.” Standing in the center of Twilight’s library, Celestia smirked to herself as she admired the improvised chandelier of good memories. “Hardly a speck of dust, you must keep yourself busy with reading.” 

“Uh… yeah.” Closing the double doors behind her, Twilight was somewhat confused by the statement, but let it pass unconfronted. “You know me, love my books.” 

She’s adorable. Celestia thought. Come on Twilight, you’re a smart enough little princess. I dare you to call me out. 
“Unfortunately…” Looking over the round table in the center of the room, the pale Alicorn cast a hungry eye over its surface. “There are many places within the Everfree where she could be hiding her swarm. The hard part will be discerning where.”

“Okay.” Cantering over to a section of her book shelves, Twilight extracted a number of tomes pertaining to the nefarious forest. “ I think these should be able to-”

“Actually…” Celestia tapped a hoof on the table. “I was hoping that perhaps the map could offer us some insight.”

“Oh… alright.” Still holding the books in her magic, Sparkle noticed the collection still sitting on the table from earlier. “Just.. Could you move those books please?”

“No problem.”

As Twilight replaced what she had removed, she watched from the corner of her eyes as Celestia took the hardcovers up, glancing over them as she did so. The books from the Thule library.
Celestia hummed softly as she scanned the titles. “You always did enjoy the classics.”

“Classics…” Staring straight into the spines of a three-volume set on famous pirates from history, Twilight felt that shiver go up her spine again. Celestia would know what those books are. 
“Gotta appreciate the classics.”

“So what’s the plan?” Strolling into the room, Spike hopped into one of the surrounding thrones. “We gonna find those Changelings and send them all to Tartarus?” 

Oh no! I’ve got to get him out of here! Whirling around, Twilight was quick to position herself between the alicorn and her best friend, casually but deliberately leaning against the table. “First things first Spike, we’re not even sure where they are yet.”

“Which is why we must use every advantage at our disposal.” Celestia gestured a hoof towards the magical platform. “If you activate the map, we might be able to glean some clues.” 

“Well, the map doesn’t exactly work that way…” The princess of friendship said with a half-truth, not daring to look her in the eyes. “I don’t control it, not completely anyways.” 

“The magic of the map is tied to you, Twilight.” Putting a supportive wing around Sparkle’s shoulders, Celestia leaned in. “If anypony can command its secrets, it’s you.”
There was something about the way the feathers rubbed on her fur that gave Twilight a hollow feeling in the pit of her stomach. Despite her situation, she knew she still had one small advantage, and she wouldn’t get a closer shot than this. 

“Spike run!” Twisting around, Twilight fired a blast of lavender magic directly into Celestia’s breast, blowing the alicorn back and sending her sprawling across the floor. 

But instead of fleeing as he had been warned, Spike stood in place staring back at Twilight with a mixture of shock and anger. 
“Spike, we have to get out of here!” She lunged forwards to scoop him up and put him on her back, but he recoiled, keeping out of her reach. 
“What are you-…” Twilight locked eyes with him, and again a shimmer of green rippled across his irises. A new terror dawned on young Sparkle, one even more devastating than realizing her mentor was an imposter, that her best friend was as well. “Oh no…”
“Oh yes!” White hooves latched onto Twilight’s shoulders and spun her around, bringing her face to face with Celestia and the hypnotic gaze that bore down. “It’s about time you understood the depth of your helplessness, Twilight Sparkle!” Horn alight with green magic, Celestia held firm as her prey tried to wriggle free. But as every second passed, she felt the resistance weakening. 
“It’s about time I put you in your place!” 
“No!” Twilight cried, voice trembling, becoming subdued. “I … can’t…” 
“You will!” The imitation alicorn snarled in a cruel tone, one that belied the true mistress behind the façade. “I have waited years to-” 
A sudden blowback of magical energies cut her off mid-thought, forcing them both flailing back amidst a shower of purple and green sparks. Celestia was thrown into Applejack’s throne, her body bent backwards around the backrest with a loud crack, before tumbling down to lay in a broken heap stomach-up across the foreleg rests. 
Twilight collided into Spike, the both of them instantly lost in a wash of green fire as the Changeling’s transformation spell was interrupted. They rolled until the drone was able to wrestle the princess in front of him, and regurgitate a wad of magic-retardant goo over her horn. Reflexively Twilight lashed out with a hoof and knocked him aside before losing strength in her legs, the dizzying effects of the hypnosis preventing her from coordinating much of a defense. 
“I’ve got… I’ve got to warn… Princess Celestia!” She mumbled desperately as she tried to stand on wobbly legs. Her world was still a confusing haze of rough colors and shifting shapes, and orientating herself in any purposeful direction defied her greatest focus of effort. 
Something she could make sense of however, was the ever-growing dark shape bearing a pair of bright eyes coming closer to her. 
“Wha… What did you do with Spike!” 
“We took him.” Spirochete answered with serpentine satisfaction. “As we took the rest of your friends. You are alone Sparkle.”
“No!” Twilight barked, leveling her horn to fire a blast of her magic, only for nothing to come forth. “Huh?!”
On the throne designated for Applejack, the body stirred. Celestia’s eyes popped open, then her neck jerked suddenly upwards, head snapping in the direction of the voices. Her alabaster body rolled over without the anatomically necessary cooperation of her neck, placing her hooves on the floor. 
“Why Twilight..” Said two voices coming out of one mouth. “Such hostility. Especially for somepony who was almost your sister-in-law”. 
A ring of green fire erupted around Celestia, consuming her body but not burning her. The entire room was cast into an eerie verdant glow as the flames reached higher and higher, movement from within the column throwing shadows in all directions. 
As Twilight stared on in horror, the Changeling cantered up beside her. Instead of attacking, he bowed his head. 
“ALL HAIL QUEEN MOTHER!” 

Striding out of the flame, Chrysalis wore the biggest smile of her life stretching from corner to corner, her fangs glistening and eyes manic. 
“Yes, all hail me.” Without a moment hesitation or posturing, she went straight for Twilight. “Now where were we!” 
Like a lion, Chrysalis latched her jaws onto the back of Twilight’s neck, and flung her across the table, directly into her own chair. The Changeling queen’s buzzing wings carried her over in a single leap, and she pressed one of her hooves under Twilight’s chin to keep her in place. 
“I could eat you right now if I wanted to, but I still need you conscious. So why don’t you stop being so fussy and play NICE!” Increasing the pressure on Twilight’s throat, Chrysalis resumed the mind-control spell, her lips curled back in a rabid snarl. 
Again, Twilight tried to fend her assailant off, but her willpower was eroded to a dull point as her hooves brushed listlessly against the chitin armor. The magic emanating from Chrysalis’ jagged horn was only amplified by the hardened mucus encasing her own, preventing Twilight from even closing her eyes, forcing her to stare unblinking into the mesmerizing double-irises. 
Finally, Sparkle’s hoof slipped away with a faint gasp, and her body fell limp in the chair. 
“Mmmm, there’s a good girl.” Releasing her throttle, Chrysalis observed as the princess slumped forward slightly, eyes now bearing the green taint of Changeling magic. “You’re not going to give me any more problems now are you?” 
Twilight numbly shook her head, taking two whole seconds to blink as she did so. 
“Good.” Stepping around to Twilight’s side, Chrysalis moved in close to whisper into her ear. “Now… the map… Show me the map.” 
Slowly, Sparkle tilted her head towards the table, and her face began to wince. 
“OH!” Chrysalis yelped, realizing her err. “You’ll need this of course.”
With a casual shove against Twilight’s cheek, she thrust the alicorn’s head upside the backrest of the throne, shattering the hard material that had prevented her from using her magic. But whatever pain might have registered in Twilight’s mind subconsciously, she showed no sign of it. Instead, her attention went to the artifact born of the tree of harmony. 
A stream of purple magic shot into the epicenter of the plane, and after a few moments, an ethereal landscape began to populate its surface. Not just the continent of Equestria, but portions of other lands across oceans. Virtually all of the known world. 
Chrysalis’ eyes widened as she took in the sight, awed and overjoyed by the spread of cities and foreign lands before her. 
“Yes…yes! All the cities, all the little villages, every pony in Equestria! All at my hooves.” Crouching down and bracing her legs against the edge, she snaked her head between the translucent peaks until she was staring at the miniature figure of Canterlot. 
“With this problematic princess and her friends out of the way, nothing will stand between me and retaking Celestia’s fortress!” 
Glancing back to her new thrall, Chrysalis got a curious idea. “And I know just the little Judas-pony who will help me.” Gently running a perforated hoof along Twilight’s jaw, she smiled deviously. “Who better then her faithful student.”
A wicked chuckle bounced lively from the back of her throat, gazing once more to the mountain stronghold. 
“I will take that which should have been mine! I will have the heart of Equestria in my grasp!” Her eyes morphed from open and delightful, devolving into narrow and ireful. 
“I will wreak a terrible vengeance upon the city! THEN I WILL BURN IT TO THE GROUND!” Chrysalis loosed a vile, screeching hiss towards the tiny representation. 
“Spirochete! Keep an eye on her!” 
“Yes Mother.” Her faithful drone cooed, bowing once more. He approached the occupied throne, giving the charmed alicorn an amused smirk 

Chrysalis turned away from them, heading for the door. “This day is going to be the start of the great Changeling empire! This day is going to mark when the unconquerable Celestia was cast down from her lofty throne! This day is going to be…. Perfect.”



I'm sure you know the melody by heart, but here is the example anyway.




The doors to the throne room opened, and all the ponies who stood in the hall whipped ‘round, curious if the princess had anything to announce. When they saw the Changeling queen however, they screamed. 
“This day is going to be perfect, the type of day of which I’ve dreamed since I was small.”
Royal guards ponies who had taken up positions along the hall did not attack, instead they too transformed back into their true forms as she passed them by. 
“Hail the queen they will proclaim, when I have Canterlot in flames!”
The ponies surged to the entrance, only to find it barricaded from the outside. 
“My revenge has come! Celestia will fall!” 

As the bodies piled around the door, nowhere else to run, they began to tremble in fear, the drones herding them into all together. Chrysalis stopped momentarily, examining a purple and blue striped ceramic vase atop a pedestal. 
“Bleh.” She swung her hoof and knocked the vase to the floor where it shattered into a hundred pieces. “There, much better.”

Her tall, craggily shadow fell over the huddled mass of quivering ponies, flanked by her salivating drones. 
“Well hello there you colorful little hor-d’oeuvres, so kind of you make things so convenient for us.”
From their lower position, it looked to the ponies as if the light of her eyes grew in luminosity, even as the rest of her form darkened. 
“Now, why don’t you show mother a little love.” 
Her maw began to open. 


MANY YEARS AGO

After long last, after many years searching, we had found the shrouded island chain. We had found Honalee.

“Guard well the starboard!” Captain Skorn shouted from the helm. “I don’t like the looks ah’these wa’ers”

Indeed, the entire chain was shrouded in a fog, and we could see not but two dozen yards in any direction. The water itself was possessed of a murky hue, giving me pause to wonder just how many secrets this place held and never let go. There could be rocks as sharp as dragon teeth about to bite into our hull, and we’d never see them coming. Grey Skies and Ruffles were doing all they could hovering around the bow to warn of any impending danger with their capable pegasus eyesight. 

“Sable Star! Get me a sounding!” 
“Aye Captain!” Fetching the lead and line, which was a rope fitted with knots at measure intervals, anchored by a carved weight of lead, I cast them overboard. In previous years, Salty Veins would have been the one to carry out this task, but age and wear had taken their toll on his constitution, and he was not as quick to the step as he was when I first met him. As I counted the leagues slipping by on the line, I could see the old stallion leaning against a railing, coughing up something unpleasant. He had been a dear friend to me these long years, it was saddening to see him so sickly. 

I felt the line hit the bottom. “By the mark! Five fathoms!” 

“Five fath…” I heard Skorn grumbled to himself. The depth was good for the Red Talon, but there was also the spacing between the outcropped islands that concerned him. Formations like this I had learned were often of violent upheaval from the ocean floor, which created all manner of perilous hazards below the surface. 

I was pulling the line back up when I had perchance looked out to an island close enough for a portion of it to come unobscured from the mist. At first I thought I must have mistaken what I saw for some exotic plant, or a phantom character of my imagination had temporarily trespassed into my waking vision. But the figure did not dissipate or transform into something else upon more intense scrutiny. It remained as I first thought, a squat, diminutive pig-like creature, standing on his hind legs, with a skirt of green leaves about its waist, and bearing a rough-hewn spear in one hoof. 
Then it was gone as the island faded from view. I turned about to see if anypony else had noticed the funny little observer, but I appeared to be the only one. Once the line was recovered and stored, I approached the captain aside the helm, careful so as not to arouse any undue notice, and spoke very softly and deliberately. 
“I think we are nearing our goal Captain.”

“Eh?” Clearly taking note of my discretion, he did not raise his voice above mine. Not that I would have otherwise accused him of being nervous, not out loud anyways. He merely shifted his eye in my direction. “You savvy something?”

“Aye. I think the locals caught wind of us. Keeping a close eye.” My estimation, being that I had never heard any tales about a tribe of island piglets, was that their obscurity and the mystery of the treasure was not a coincidence. My new concern was what they might do if they felt we were getting too close. 
“They may attempt to board.”

“Brak! I’d fancy to see some poor buggers try to jump aboard my ship! A few more souls for the brine what saw my face the last!”
His steady control of the helm always impressed me. For all his eccentricities and periodically terrifying outbursts, nopony every had such a smooth handle at the wheel. I suppose it compelled him to focus his mind and quiet all the other distractions. That sobriety would serve us well if things continued to feel perilous. 

“HARD TO PORT!” Ruffles called back from the bow, the immediacy clear. Skorn put his whole forebody into heaving the wheel to the side. The Red Talon twisted left, tilting somewhat in reaction to the sudden swerve. A few moments passed, and out of the mist emerged a jagged, curved rocky spire directly where we had been heading. It was easy to examine the rock, as it stood no farther than a few paces from our starboard flank. Encrusted with barnacles, desiccated coral, and other signs of having once been submerged, there was a striking sharpness to its shape. I was taken by the notion that this was not some natural formation purged from the ocean floor or birthed from some volcanic fount. 
Rather, it resembled in curvature and sharpness the edges of a raptorial talon, only magnified to monstrous proportion. I thought that perhaps some foregone species of griffon had once occupied these waters. I knew of little other species capable of raising what must have been a colossal monument. 
We passed the foreboding object and continued our precarious path through the treacherous maze. Ruffles and Grey Skies had earlier attempted to apply their natural mastery of weather to clear a path for us, but with little success that wasn’t undone just as quickly. It was infrequent but we had at times encountered phenomena that was not subject to the magic of their breed. It usually meant that some other magical will already acted upon it. I was simultaneously concerned about any enchantment upon the haze, and made more confident that we were near our prize. 
“Erah! We’ll never find that bloody treasure drifting through all this bloody fog!” Skorn growled, the tips of his talons I could hear scratching into the wood of the helm. “We’ll breach the hull before we find the treasure…”
The solution must have occurred to him the same time it did me, for I was already preparing the magic in my horn. 
“Halt the ship!” He ordered, and at once myself and the other unicorns wrapped the ship in our magic to bring its momentum to a stop. 
“Drop anchor!” The chain was lowered, and after a few seconds went slack. 
Skorn searched the mist, his paranoia beginning to rear its head. “Grey Skies! Get us a look see!” 
“Aye, Captain!” My friend fluttered up to the top of the mainmast, and spent a few seconds peering out in various directions. Ruffles upon his own initiative, went up to the nest on the foremast. Almost a minute passed before either of them made any declaration. 
“Nothing but this damnable smog as far as the eye can see!” I could barley see Ruffles myself from the deck, moving about as a phantom beyond the veil of perception. Grey Skies was lost completely, the only evidence of his continued presence was the faint fluttering of his wings. 
“Wait! I see something!” We all roused to Grey’s words, eyes and ears perked. “A peak! A green covered peak! A hundred meters, one o’clock!”
“Sable Star! To the bow with Ruffles!” Skorn commanded over a shoulder as he reassumed the helm. I knew by experience what was needed of me, to cast a beacon from my horn to help light the way. I could have done this at any time but the captain didn’t want to announce our arrival any more than absolutely necessary. His call to send me forward meant that he now valued speed over concealment. 
But our break for the island would be delayed. Just as I was about to cast the illumination spell, a shaft flew past my face, lodging it’s point in the deck. Ruffles and I stared at it dumbstruck for a moment, moreso I for the closeness it had come to sticking me in the eye. Standing on either side of the spear, it was easy to trace it’s path, for there was a tether of leaf-sprouting vine fastened from the end that ran overboard. And as we looked to where it draped, we saw its presumed caster climb his way o’er the rail. 
“Oink” Was the introductory grunt the diminutive upright swine offered us in a low, menacing tone. He bore a similar spear in his other hoof. 
“RAIDING PARTY!” I called out, but it was too late. More tethered spears, more than I could count in the brief moment they rained atop the deck came pouring over the sides. 
“Veins! Take the helm!” Before the Captain could even finish the order, Salty Veins laid his hooves on the wheel, for Skorn could not be kept out of battle. I had watched on many occasion, when either boarding another ship or defending ourselves from rival privateers, a savagery overtake him. Just as they did at that moment, his eyes narrowed to obsidian glints, his talons spread themselves out in preparation for digging into the flesh of his foes. He took assaults to his ship extremely personally. 
One after another, the Pigmies as we would later call them, came piling on board. ‘Oink’ Seemed to be the only word they spoke, or dared to utter in the presence of outsiders, for now it served as their war cry. 
“I’ll be plucked and stung up by my paws before I let these breakfast snacks take the Red Talon from me!” As our crew leapt into battle with the raiders, Skorn took wing, using his foreclaws to swat aside a pair of stone-flint spearheads. He pounced upon a group of them, slashing and snapping his beak to drive them back. 
I could tell more of our heroic stand were I not engaged myself with fending off a trio of Pigmies, taking their weapons in my magical grip. But numbers were rapidly gaining in their favor, and with a feral squeal that forced me to press my ears to my scalp, I was inundated with another charge. Swinging the group I had into the newcomers, I bowled the lot of them over and sent a hard-construct out to sweep them back overboard. 
“Help! Help!” Ruffles was trying to shake two raiders that had grabbed onto his hind legs and weighed him down. He kicked and rolled but their dexterity could not be defeated so easily. I used a blast of magic to knock them loose, and they plummeted into the water somewhere in the mist with a pair of plunks. 
“I owe you one!” My friend blurted out, trying to mask his panic with self-assurance, even as his voice betrayed him. 
“You owe me plenty already!” I yelled back. 
I could not fathom how so many of these creatures could live in this shrouded archipelago, but by the second the deck was crowded thigh-high with the astoundingly mobile Pigmies. With one blast after another I carved through them like a plow, helping my crewmates where I could. Salty was fending them off with a torrent of bucks, trying his best to maintain control of the helm at the same time. 
The captain was harrying them with insults just as sharp as his claws, when I saw a pair of them leap atop him with a net. 
“BRAK! Ya squealing midgets! I‘ll floss me beak with yer innards!”  He tried to rise, but Pigmies dove onto the loose corners of the net, weighing it down by sheer force of numbers. I was preparing to blast them away when a vine ensnared my horn and diverted the shot. In the moments I was distracted, another pair ran a vine around my legs to trip me, and the side of my head crashed into the deck. While my vision was still spinning, I watched three more crew members likewise incapacitated, and Grey Skies slam into the mainmast entangled in a net with stones affixed to the corners. 
That was when I felt my cheek scrape against the wood, my whole body being dragged by the legs. Skorn was still fighting like a rabid animal, his talons scraping gashes across the deck as no less than a dozen Pigmies plied their effort to drag him off. 
“I’ll send each of ya bloody sods to Tartarus!” He cursed inbetween nibbling on the netting. 
It was when my eyes floated over to see Salty Veins being yanked away from the helm that I was finally able to pierce through to my clearer senses, and dispel the haze from my mind. I rolled over onto my hooves, and heaved against the strength of my would-be captors. Being so long at sea had not done my strength much kindness, but in such a dire situation and with a fire of anger burning in my breast, my legs and shoulders recovered their native Thulian vigor. 
I rose to my height, the fibers of the net straining to contain me. Step by step I pushed forward, I could hear the grunts and oinks of the Pigmies behind me throwing every bit of effort they could into reining me back. I recalled times in my youth of training in the snow, hauling a sleigh laden down with stones for miles, my mentor Wiglaf scolding me every time my pace slackened. I recalled the Agoge, where I battled head-to-head with the warriors of YakYakistan, and brought glory and honor to my house. 
If these island-hopping pigs desired to humble Ultima Æclypse, they would need more than a hoof-hewn net. 
My stride quickened, and then it was my foes who were scraping across the wood, squealing frantically in panic. Throngs of their fellow tribeswine, came to assist, but their combined power was not enough to halt me. Finally a clear shot presented itself, and I cast a magic bolt that incinerated the netting around my head and dispersing the lot that intended to take Salty. 

I was turning to deal with the ones still on my back when Ruffles came barreling in, scattering them and sending more than a few into the brine.  	“Get the captain!” He cried, punching and kicking his way through the pigs, keeping them off me. 
In three bounds I shed the net and had Skorn in my sights, I might have had to battle my way through another crowd of them had Brogue not emerged from below deck, Pigmies hanging off him like pinecones from a fir. He swung a large wooden spoon in his magic, roaring and battering his way like a storm, inadvertently clearing the way for me. 
I ran for the Captain, and found myself confronted by a line of spears. Without pausing a moment, I took the points in my magic and spiked them into the deck. A hasty ramp in place, I ran up the shafts and vaulted over the final obstacle. 
“Captain!” Laying hooves on the net, I enwrapped it in magic and began pulling it back. 
“About bloody time!” The words were ungrateful, but a mischievous smile gave away his true mind. “I thought I’d have to shred these little piggies all by meself!” 
My intent was to either break the netting or wrest him away, from there we would do what we could to clear the rest of them out. But just as I was gaining traction, a shadow swept over the ship, accompanied by an audible ‘swoop’. Something large, very large had just flown by, cutting through the haze and leaving a wake. The Pigmies too, froze in place as pony and swine alike held their breath. Immediately I thought of the Fyre Drake, and its concealed approach through the Misty Mountains. 
Without uttering another sound, the Pigmies began to withdraw. They recovered those who had fallen, and retreated back over the sides. Our crew’s nerves were still on a tripwire, eying the raiders warily but not interfering with their egress. Especially not with the specter of… something else… above our heads. 
Skorn fought his way out of the net like a cat in a tub of water, tearing it and tossing it overboard. 
“Blasted hogs! Leave us to the mercy of that creature!”
“No other sign of it, Captain.” Like the others, I continued to scan the clouds, looking for any trace of this new entity. “Perhaps it’s something that preys on the pigs?”
“And just as like prey on us too.” Skorn snatched his hat from where it had fallen in the melee and tugged it back over his crown. “Well we ain’t stickin’ ‘ere to find out. RAISE ANCHOR!”
Grey Skies was still untangling himself as he threw a leg over the crank that respooled the chain. 
Ruffles landed next to us. “Those piglets have left us for now Captain. Whatever that thing was musta’ scared them off good. Am I the only one who thinks they had the right idea?”
But Skorn would not be swayed from his path. He strode over to the helm and retook control. “Damn those Pigmies, damn this fog, and damn whatever in Tartarus that thing was! We ain’t spent all these years and come this close just be chased off like some mangy dog!”
With a spin of the wheel, the wind found our sails again, ushering us forward. “I’ll rip the Crimson Treasure from this island’s guts if I have too!” 
Seeing that his mind was set, Ruffles and I turned away to resume our scouting on the bow. 
“It’s my own guts I’m a little more concerned about.” He muttered to me sidelong. “Treasure’s no good to you dead.” 
Ferried along by a current that wound its way through the outcroppings, the Red Talon sailed on, delivered to our destination with nothing but the sounds of the water lapping against the hull. With the combination of Ruffles vision and a beam of light from my horn, we were able to see the shore approaching. It appeared as a ghostly spread of sand, where the waves disappeared suddenly and without commotion. 
We brought the ship to a halt as we did before, this time the crew retrieved their arms in case the Pigmies dared take another go at us. The shore was but a short trip by rowboat, and seemed deserted for the time being. 
“Right lads…” Affixing his saber belt around his waist, Skorn eyed the shore with mistrust. “The crew will stay here and guard the ship, leastways until we need bodies to haul treasure. For now, it’s just you and me Sable Star.” 
Unseen by the captain, Ruffles and I traded raised eyebrows. 
“We’ll scout ahead, come back for help if we find anything.” Skorn turned to me, a single talon pointed at my chest. “Like I said, you and me are thick as thieves until this is over.” His reminder was as much threat as it was reassurance. For better of worse, we’d have each others backs. Fine by me. 


PONYVILLE,
PRESENT

Stepping out onto the balcony, Queen Chrysalis’ serpentine tongue slithered along the edges of her mouth. Two sentry drones took positions in each corner, watching on silently as she propped her forelegs on the railing. 
“It’s beautiful isn’t it?” Spread out below her, was the chaos that had become Ponyville that night. Houses burned, Changelings ransacking everything they could find, a few screams of terror here and there. 
“You really do have a cozy little town.” Behind Chrysalis, the zombified Twilight Sparkle stood in place, eyes vacant and breathing as if sound asleep. Chrysalis looked towards the sky, where the shimmer of the concealment spell rippled, letting her know it was still in place. 
“I’ll have to thank my new friends in Canterlot for providing the enchanted gems. Who knew that cake-munching Celestia had such enemies so close to her? Like little scorpions in her bosom. With the gems emplaced around the town, nopony will even know I’m here.”
She curved her neck around to stare at Twilight with a joyful gleam. “But look who I’m talking to. Right now I’d get better conversation from a goat.” 
The longer she stared, the longer the pent-up resentment and hatred gained momentum. Then an idea occurred to her, an evil, awful idea. Chrysalis walked over, tilting her head as she looked down at the alicorn. Gently, she placed her hoof against Twilight’s cheek, and gave a playful shove. 
“Hmm.” Amused, she repeated the act, this time pushing a bit harder, so that Twilight’s head was forced away. Without reaction, Sparkle merely returned to the blank stare straight ahead. 
“Muhhahhaha!” Chrysalis reared back with her hoof, and brought it smashing into Twilight’s cheek, knocking her down with the blow. A tiny ‘Umf’ when she hit the floor was the only response. 
“I’ve waited a long time to do that.” With a wicked grin, she raised her leg up, ready to continue the vindictive assault. 
But the sound of pyrotechnic bursts halted her hoof as it was coming down. 
“What?” The explosions came from the forest, the flares of green magic reflecting in her pupils. Signals from the Thicket, alarm signals, something had gone terribly wrong. Her brow lowered, anger and fury contorting her face and drawing back the lips to uncover the fangs. 
“VAAARRRUUUUS!” 
Chrysalis’ scream carried out over the village, an auditory feat to rival that of the alicorns tremendous volume. She could feel the blood pulsing in her head as the seconds ticked by, teeth grinding against each other. Eventually, after a few moments, a buzzing sound could be heard, cutting through the silence, rapidly growing in intensity. 
General Scintillious Varus, commander of Queen Mother’s 2nd & 3rd legions, nearly crash landed on the balcony as he came streaking in. Out of breath and wings exhausted, he skidded to a halt with all the effort he could to not smash his snout and tumble like a pinwheel. Instead, he managed to stop his momentum precisely in position to bow his horn and prostrate himself before his creator and sovereign. He stayed in that position for several seconds, keeping the perfect stillness that came with knowing his life depended on it. 
“You [huff] summoned [wheeze] Mother?”
The response came in the form of her magical grip. He was taken up in a glowing nimbus, unable to move his legs, unable to breathe. She watched him strangulate for a bit, both as a gesture to drive home the severity of the situation, and to satisfy her taste for sadism. 
“The flares have gone off over the Hive. Something terrible has happened.” Her voice could send chills up the spine of a yak. “What then am I to conclude? That Twilight’s revolting little friends are wreaking havoc? Or perhaps it was a certain ‘special’ pony whom you brought into the hive? One who escaped us before? One that you assured me was broken.” 
Her intangible grip relented, and he fell to the floor gasping for air. 
“He was!” He swore with great pain, valuing the breath needed to declare his innocence over replenishing his lungs. “We did!” 
Chrysalis lashed out with a back-hoof, hitting Varus so hard he was knocked down. 
“You broke nothing!” She hissed, venom dripping from every syllable. “You will take your legions, put an end to whatever those ponies are up to, and you will bring the perpetrators here, where I will deal with them myself.”
“Y-yes! Yes Mother, it will be done!” Varus scrambled to get his hooves under him, preparing to jet off. 
“Then Varus, then I will decide what to do with you.” Those last words froze Varus in step, pausing for a heartbeat as his eye twitched and he swallowed a lump of terror. 
As…You wish, Mother.” 
The General took flight, swaths of drones rising from the town to follow behind him, heading towards the Everfree. 
As Chrysalis watched her legions fly off, she felt a pang of fear in her breast. She remembered what it had felt like after the siege of Trot, when the alicorn dealt the Changelings their first defeat. Then there was her temporary coup d'état of Canterlot, undone in a spilt second despite all her careful planning. Now, on the eve of her greatest plan’s fruition yet another unforeseen wrinkle has reared its head. An ugly, irksome, foul little wrinkle. 
But she knew better than to plot while angry, high emotions lead to sloppiness, sloppiness creates vulnerability, vulnerability invites defeat. One thing that always soothed her mood however, was a good feeding. 
“Pardon me Twilight...” Chrysalis purred, sauntering over to where the thrall had been standing the entire time. A red bruise still marred her left cheek where she had been struck.
“-But I’m feeling a mite peckish.” 


THE EVERFREE

“They’re coming!” Flying back down from above the treetops, Paleo Search seemed very worried. “A whole swarm of ‘em!” 
“Well that’s not good at all.” Wanderlust said, mostly to himself. 
“No it isn’t.” Examining their surroundings, King Aspen knew their odds of making it past a swarm in their current position. “The tree cover won’t hide us, they’ll pick us off in seconds.”
“If we can’t fight ‘em, we can’t hide from ‘em. What do we do?” Corralling the fillies, Applejack along with Rarity and Gentle Heart all cast concerned glances over the children. 
“Trixie, any luck with Spike?” Turing to where his former apprentice was working her own magic on the dragon, Wanderlust was trying to put all the variables for a plan into place. 
“Nope, still out cold.” She groaned, the rays of her magic still coating Spike’s little body. “Whatever Chrysalis did to him, my magic isn’t strong enough to undo it!” 
Since their escape from the Hive, they’d had to keep moving, resting only long enough to get their bearings and make sure they were all still together, the only way to keep ahead of the bands of Changelings roaming the Everfree for them. 
“Watch out.” Wanderlust took a position to look down at Spike, exhaling a breath to calm his nerves. 
“Oh, what did those creatures do to my little Spikey-wikey?” Crouching down next to him, Rarity ran a hoof along the fins atop his head. 
“Chrysalis knows how important Spike is, he could have a letter sent to Celestia in a second. She had to make sure Twilight’s direct line to the rest of the alicorns was cut off. Plus, she no doubt put one of her own agents in his place. Two moves, one stroke.”
He worked a few kinks out of his neck. “She planned for everything, but she didn’t plan on me.” Wanderlust’s horn ignited, white at first, then it began to shimmer in waves. The beam washed over Spike, and his body started to glow with a sickly green hue. 
“I haven’t seen magic like this in a long time. Chrysalis must have cast it herself, she’s the only Changeling with the juice to put a whammy this strong on somepony.”
“Can you fix it?” Applebloom piped in, her and the other youngsters filtering in through the legs of the taller ponies. 
“I can try.” Wanderlust’s light intensified, pulsating faster from the epicenter. In response the green nimbus flared, fighting back against the encroaching white. For several moments the conflict continued, the white magic pressing and probing, the green angrily repulsing the attempts. 
It was Sweetie Belle who, looking past the contest, saw the edge of Wanderlust’s left fore-hoof as it was ever-so-slightly nudged into the ambient light of his magic. It was a curious thing, and she wasn’t convinced it wasn’t just a reflection of the glow coming off of Spike. But she could swear that she saw the exposed part of his hoof shimmer with the same green. 
“Come on!” Wanderlust grunted, clenching his teeth, steadily increasing the effort. Spike’s face began to wince, unconsciously enduring the pain of the warring powers.
“Is the spell too strong?” Gentle Leaf asked, beginning to worry for the dragon’s health. 
“If I press too hard too quickly it could cause a violent backlash, doing all kinds of harm to him I can’t even imagine. Unraveling a spell like this takes careful work.” 

“I’m afraid time is not on your side, unicorn.” Emerging from the bush, Blackthorne, Fluttershy, and the deer guard returned to the group. “The Changelings have a ground force not far and heading this way.” 
“The, um, birds told me.” Fluttershy mumbled. But Blackthorne nodded in her direction, looking down to her with measured admiration. “Yes, her bond with the animals is… most impressive.” 
She blushed and tucked her head a little from the compliment. 

Twisting his face into a scowl, Wanderlust ceased his magical operation. “Damn! We’ll have to move, I need more time to undo the spell.”
“If I had my whole army, I’d take the fight to those creatures!” King Aspen stomped his hoof, his anger spiking. “Nopony knows this forest better than us, we could outflank them and they’d never see us coming.”

“Sire, it may not be yours, but you may have an army yet.” Blackthorne informed with a coy grin. “Our newfound friend’s foresight has proven its merit.” 
Peeking out from behind the trees, out from the shadows, a multitude of eyeshines appeared in all sizes. Pinkie Pie, who had been uncharacteristically quiet, became fascinated by the appearance. She gasped, “Fluttershy! Did you raise an army of Everfree critters?! That, is so, amazing!” 
“Not an army precisely…” Wanderlust corrected. “More of a fyrd really.” 
Aspen nodded, but remained grim. “An interesting strategy my friend, but even with the paltry number of my warriors we were able to liberate, the Changelings will still outnumber us.”

“That’s why Fluttershy’s fyrd is only half the plan.” Approaching the Thicket King, Wanderlust spoke with growing optimism. “Since you know this forest, can you tell me if there are any valleys nearby?”	

Aspen thought for a moment, and as the idea dawned on him, he began to share Wanderlust’s eagerness. “Yes… yes, I do believe there is.” 

Trudging through the forest on hoof was not the most expedient method of scouring for the troublesome ponies, but large parts of the Everfree were so densely grown, it was impossible to search from the sky. Varus, furious and paranoid at the same time, led his legions from the front as they made their way. They marched in three columns, forced to adhere to the trail by the impenetrable bush that hemmed them in on either side. The canopy as well was a ceiling of branches and heavy leaves, one would break a wing trying to fly straight through it.
His subordinates too were growing concerned. Varus had been on edge ever since they left Ponyville, their god-queen putting a mortal terror in the commander. They watched as he spoke to himself in hushed tones, twitched his head around in reaction to the slightest noise, took no counsel but his own. 
“General…” One of them said, a pack of three in tow behind Varus. “These tight paths make it all but impossible to-” 
“To what?!” The General snapped, whipping around to face his captain, multifaceted eyes wide and furious. “To search? Hmm? We’ll travel every path, every winding crevice, crawl down every animal burrow if we have to, to find these ponies!” 
Stunned, and quite frankly unnerved, the captain’s mouth opened only to shut a moment later. 
“We either drag these ponies back to the queen, or we don’t go back at all. She’ll feed the four of us to the Snapdragon if we go back empty-hooved.” Varus looked away, visualizing such a dreadful end in his imagination. “Most importantly me…” 

As they continued on, the forest seemed only to grow darker, more conspiratorial around them. Varus’ paranoia transforming every branch into reaching claws, every gnarled knot a scowling face, ever dark gap a maw poised to gobble him up. It was quiet now, not even the hooting of owls to be heard. Though the Changelings had occupied the Everfree for weeks, even they could not grow accustomed to its haunting atmosphere. It was as if the air itself was thick with some intoxicating enchantment. 
They came upon it suddenly, the dead and rotted tree that had fallen over the path. Varus stared at it a moment, suspicious of it as he was of everything in this accursed place. But the branches did not lash out to ensnare him, nor did a hungry growl emit from the rotted hollow. Instead his captains stepped forward, using their magic to cut through the center. It took a few seconds, but the green fire cleaved the trunk, allowing them to move the halves aside. 
When the way cleared however, and Varus could stare down the path, he was surprised to see who was standing in the middle of the trail. 

King Aspen stood defiantly in the open, armor gleaming, the heart-shaped gem around his neck a brilliant ruby red, face hardened and proud. He glared back at the bewildered Changeling, his eyes narrowed into black pearls. Then the king of the forest let loose with a deep, sonorous bellow, one that resonated with a preternatural sensation. 

It was then that the forest erupted. All along the length of the Changeling formation, boulders tumbled down the sides of the embankments, smashing through the ranks like bowling pins. Then came the animals with a cacophony of feral cries. Brown bears and Owlbears rampaged, birds of every feather pecked and scraped. Swarms of Flash bees and Twittermites descended like storm clouds, savaging with their stings and shocks. Even a number of Cragadiles lumbered their way along the path, using their stony tails as cudgels and striking fear with long fangs. Those Changelings at the rear of the columns found their retreat cut off by a pride of roaring Manticore. 

With panic and confusion sending the horde into disarray, it was now that the warriors of the Thicket charged. Blackthorne himself leading them in leaps and bounds down the slope. His own warcry, though not as deep as the king’s, sent alarm before him, splintering the drones confidence, allowing the deer cavalry to cut through them. Applejack, Pinkie Pie, and the low-gliding Paleo Search too were in the charge, having a gallant laugh as they went through one Changeling after another. 

Hearing the catastrophe behind him, Varus and his captains turned their focus to the one who had set the events in motion, and charged for Aspen. The royal stag began trotting to meet them, Wanderlust and Trixie coming out from the bush beside him at pace. 
“You take the captains!” The King snarled. “Leave Varus to me!” 
“Plenty for all of us!” Wanderlust cried. 
“Let’s give ‘em a show!” Came Trixie. 

The unicorns split off from Aspen, sprinting to the sides of the path. 
“Remember that little move from San Palomino?” He yelled over to her. 
“You read my mind!” Allowing Varus to pass between them, Trixie launched a volley of pyrotechnic magic that burst in front of the captains, blinding them amidst a trio of yelps. 
“That’s my girl!” Doing his part, Wanderlust cast a solid light construct, a shield tilted to one side. He rammed it into the captains, plowing all three aside. “Help the others Trixie, let me savor this moment.” 
“All yours!” Breaking off, Trixie sent a series of bursts into a cluster of drones ahead of her. 
“You’ll pay for this!” Varus shrieked, rushing head-long for the scowling stag. 
“Not likely.” Aspen growled, breaking into a sprint. Bursting onto the path, a pack of Timberwolves came barking and snarling ahead of their master. They had heard his call, and answered the king’s summons. 
Varus, seeing the collection of teeth and fury coming for him, slammed his hooves into the dirt to kill his momentum, and tried to take flight to escape. But the wolves were on him before he could stop himself completely, one of them biting onto his leg and dragging him down, others pouncing on to hold him in place. 
Aspen roared as he crashed into Varus at full speed, sweeping the General off the ground in his antlers. Overcome, Varus screamed as he was tossed with a swing into the trunk of a tree with a violent smack.
The Timberwolves dashed through the chaos, scores more of them launching from the shadows to assail their instinctual enemy. 

“Yeee-Haw!” Applejack cheered, bucking one Changeling under the chin before pivoting around to drive her hooves into another. “I ain’t had this much fun buckin’ since the last Apple Family reunion!” 

A drone dove for Pinkie Pie, only for her to disappear out from under him. Instead he landed face-first in a coconut-cranberry-lemon meringue pie. She came over on top, bouncing off the back of his head to drive him back down. “I know right!” 

An expert at navigating the tight spaces of the Everfree, Paleo Search was able to wage a one-pony aerial assault on the drones who tried to buzz above the fray. He seized one Changeling by the head, and used him like a battering ram as he flew through those on the ground. The drone’s cranium cracked off one chitinous dome after another in a rapid series of head-butts. 

Away from the major battle, where Rarity, Gentle Heart and Fluttershy had stayed behind with the fillies and the slumbering Spike, a trio of drones appeared from the bushes to pounce on them. Fluttershy gasped in horror, dropping to the ground just in time for the drone to go sailing right over. Rarity caught him across the cheek with a hoof, which put him right in front of Gentle Heart as she amped-up her magic to finish him off. The spell blew up in her face however, literally. When the dust cleared, the drone was incapacitated, and her mane was blown back into a frizzled mess. Rarity covered her mouth, aghast at the sight of such damage to a mane. 
“Oh dear… Your coiffure.” 
“I… need to work on that one.” Gentle said before blinking. 

At the same time, another drone threw himself at the Cutie Mark Crusaders. Bramble intercepted him, striking with a stubby horn charge that landed right in the Changeling’s snout. It took one more dizzied step forward before collapsing. As Bramble position himself between the last drone and the fillies, the girls couldn’t help but admire his bravery. 
“Alright…” Rumble said to Shady Daze. “We can’t let him out-cool us in front of the girls.” 
“Agreed.” 

The young Pegasus and Earth Pony ran past the deer with warcries not quite as imposing as they might have hoped. The final drone smirked, assured that these two squirts would be captured without breaking a sweat. He hissed at them in derision, sticking his tongue out. That was where Rumble launched himself towards, grabbing the slithering organ between his hooves and pulling it up at an angle. The drone had to rear back to avoid having it torn out, and Shady Daze barreled into the legs, knocking them out. It landed on its side, not having a second to breath before it was covered by all six youngsters in a pummeling torrent of little hooves. 

Back at the front, the Changeling captains cast their magic blasts in tandem at the unicorn. Wanderlust met them with his own, the two sides stalemating in a sparking conflict of energies. But the forces were not equal, and the white light drove the green back, fueled by a righteous anger. He marched forward, the only thought on his mind was what they took from him, and all that he sought to take from them. 
The Captains could not hold their ground, forced to step back as Wanderlust advanced. They could not comprehend how one pony could out-power the three of them, the uncertainty and fear only further weakening the strength of their magic. 
“HAAA!” With one final surge, Wanderlust’s beam dispersed the other three, leaving the Changelings disoriented in their shock. He wasted no time in dispatching them. A beam of white engulfed the drone to his left, and in a second was gone, a pair of scraped furrows in the ground all that remained of where he stood. 
The other two tried to attack in coordination, spitting wads of the green adhesive goo in hopes to slow this formidable pony down. But the mucus splattered against a translucent shield, earning only the unicorn’s baleful attention. Wanderlust closed the distance in the blink of an eye, using the weight of his body to knock one of them off their hooves. Seeing the horn of the other begin to light up, he struck out with his own head, smashing his horn into the Captain’s. The black horn shattered, and the Changeling fell to the ground screaming. 
The one who had been knocked over tried to rise, only to have Wanderlust clasp a foreleg around his neck and cling to his back. It took a few seconds of gagging and frantic efforts, but eventually the drone went limp. He let the Changeling go, letting it flop to the ground. 

Varus and Aspen parried each other in a vicious exchange, trading blows as they fought. 
“You cannot win this war!” Varus barked as they locked horns. “The Changelings will cover this land!” 
“You could have the whole of Equestria, but the Everfree will never be yours! Not while there is still life in its Hart!” 
Varus spat goo at the king’s hooves, hoping to trap him in place. But Aspen caught the motion in time, and twisted around to toss the General away from him. Out of desperation, Varus fired a bolt of green magic as he tumbled that strafed across the king’s left flank, leaving a long scorch mark. 
“Ah!” Crouching over the damaged side, Aspen recoiled, leveling his gaze and antlers defensively. Seeing that his foe was wounded, a glimmer of malicious joy came to Varus, and he could not stop himself from jumping at the opportunity. Firing a series of magic blasts ahead of him, Varus savored the thought of bringing the prideful forest king back to Chrysalis as a trophy. That would ensure his survival, that would show his queen how much he loved her. 
But even in pain, the Hart was nimble-footed enough to dodge the shots, dancing around them as the pair once more closed in on one another. When Varus reached out with a hoof, Aspen hooked one of his antlers into the holes in the leg, and yanked him to the ground. 
“Naaaaah” The General tried to cry, his snout shoved into the dirt. 
“Taste that you vile creature!” Aspen snarled. “And never forget that your kind does not belong here!” The king plowed him face-first through the earth and rocks for several paces, before lifting him back up to eye level. 
“Never forget…” He said, as Varus peeked out from behind a brutalized expression, forced to look directly into the steely eyes of the angry stag. “That I am the King of the Forest!” With one final heave, Aspen hurled him into the hollow of an old, thick tree. Varus’ back was wedged into the gap, his legs sticking out. 
“The Queen!” He sobbed, the realization of his defeat and the utter ruin of his legions coming down on him like an avalanche, dismantling the last of his will to resist. “What horrible things the queen will do to me!” 
“I wouldn’t worry about her.” The Hart replied coldly. Reaching down, he uncorked the stopper from the top of the heart-shaped decanter around his neck, spitting it aside. Kissing the opening, and inhaling a deep breath of the elixirs‘ vapor, he blew it back out in a smooth arc, bathing Varus and the tree trunk in a vibrant and sparkling blue mist. 
“What are you doing!? Varus screeched, flailing his limbs. The tree began to creak and moan, shuddering with an effort. Then the hollow that held him in place started to convulse like a muscle, pulling him deeper into the recess. As his nightmare came to life he wailed hysterically, trying with all his might to wrest himself free. When he lit his horn to blast through the wood with his magic, a branch as thick as he, and ending in a cudgel of gnarled growths, swung down from above and drove him the rest of the way in. 
“NOO!“ THUUNK! 
The branch returned to its former position, leaving only the abysmal darkness of the hollow behind. 

The battle was coming to an end, the few remaining pockets of fighting swiftly being snuffed out. Striding through the path, having to high-step over the fallen drones, Wanderlust took stock of the damage they had done. One Changeling tried to rise and weakly lunge at him, but a beam of white magic put it to sleep before it hit the ground. 
“The battle is ours!” Blackthorne announced as he escorted the protective mares out into the clear. Rarity and the others emerging from the bush behind him, the fillies gawking and gasping at the wreckage. The animals and creatures had already begun to retreat to the corners of the forest, their task complete. All but the Timberwolves remained, who lingered as long as the Hart willed. “Varus’ legions have been defeated.”
“We’ve struck a major blow, but the real fight is in Ponyville.” Wanderlust added. 
“’ah reckon there’ll be twice that many buzzin’ around town.” Applejack chimed in, gazing at all the fallen drones. 
Paleo Search shook his head. “More than that. Especially if that maniac Chrysalis is there. She’ll have her whole guard!” 
“She better not be eating those brand-new cookies I made.” Pinkie Pie pouted. 
“I hate to say it.” Moaned Trixie. “But we need Twilight Sparkle.” 
Wanderlust nodded. “The town is our only option.” 

“Then stealth is your friend.” Striding over to join them, King Aspen glanced about the assembly of ponies and contingent of his deer warriors. “You’ll never get a group like this into Ponyville under her nose.”
“We break up then?” The vagabond unicorn asked, already knowing the answer. 
“Yes. I’ll take my deer and create a diversion, draw her forces’ attention away from the town.”
“And I’ll take the rest to find out where Twilight is.” There was still the matter of what to do with the drones that littered the forest floor. Simply leaving them in place was no good. “What about these things?” Wanderlust said, nudging the nearest Changeling with a hoof. “Can’t leave ‘em laying around?”
“Oh, they won’t be going anywhere.” Aspen upended his flask, and poured a few ounces of the blue fluid onto the ground where it seeped into the soil. The effect was not immediate, at least not for the ponies. The deer however seemed to understand what was about to occur, cautiously backing away from the drones.  
“You ponies may want to step back.” Bramble warned. Needing no further caution, they all retreated clear of the trail. 
It began with a rumbling, light at first but growing to a tremor within seconds. Vines started to rise up from out of the ground, sprouting forth all along the forest path. The creeping tendrils sought out the unconscious Changelings, coiling around and embedding them into the dirt. Thousands of writhing green limbs took the drones in their grip, creating a growth so thick and sturdy it became a road of thorny wood bush. Black perforated hooves stuck out like stray hairs from the tightening mass. 

The deer and ponies were parting ways along a smaller path, trading nods as they divided. Blackthorne however came to a stop as he approached Fluttershy. 
“It was a pleasure to accompany you, fair mare. You have a bond with the natural world that any deer would extol.” He told her in a polite but restrained way. 
Fluttershy found herself unable to meet his gaze, blushing and staring away at some point on the ground. “Oh, um… I uh, It’s just a talent I guess.” 
“I could not agree more.” Ignoring her blatant sheepishness, Blackthorne spoke matter-of-factly. “I should like to learn more of your techniques, to make myself of better service to my kingdom.” A slight darting of the eyes snuck past his soldierly exterior. “If… that is agreeable to you, of course.” 
The request left Fluttershy almost frozen in place, surprised more than anything. “I suppose it, um…. OK.” 
“Very well then.” Turning on a pivot, Blackthorne joined the rest of the deer, bounding away into the forest. 

The timid pegasus was still staring at the spot where the Thicket warriors had disappeared when Rarity bumped her with a knee. The girls didn’t say anything, but Rarity gave her an eyebrow raised in suggestive curiosity. Fluttershy responded by lifting a wingtip in the direction of Wanderlust, who was busy trying to calm down the fillies. They were jumping up and down around him like hungry puppies, peppering him with so many questions their voices merged into a chaotic white noise. 
Standing higher than the bouncing children, Wanderlust caught Rarity staring at him, and they held each others gaze for a few moments. 

“Tuhh.” Fluttershy and Rarity both turned towards where the sudden, strange sound had come from. Trixie, Spike once again slung over her back, had her nose turned up in derision as she walked away from them. 


PONYVILLE

Walking through the halls of Twilight’s castle, Chrysalis chewed on both her thoughts and on something with a bit of crunch. A drone went beside her, holding a tray of cookies in his mouth. To her left, Twilight Sparkle numbly ambled along. 
Chrysalis stopped, scrunching her nose. Without looking she spat the cookie she was chewing on out the side of her mouth, where it splattered across Twilight’s face. 
“These baked atrocities displease me. See that they are all destroyed.” 

“Yesh, Your Majeshty.” The drone mumbled through clenched teeth. He took off flying towards the other end of the hall, only for an object to come crashing through the stained-glass window like a meteor. The two drones collided mid-air, smacking them both into the opposite wall and sending cookies in all directions. Unfazed, Chrysalis levitated Twilight in front of herself as a shield against the chocolate-chip shrapnel. 

“My-my queen!” The new arrival shrieked, wobbly untangling himself from his brother. “They all… The legions Mother!” 

“What about the Legions?” She demanded, growing impatient. 
“The Everfree! It was a trap! The Legions, Mother!” The drone flailed and fell at her hooves. “The legions are gone!” 
Chrysalis’ face was jolted with disbelief. Eyes wide and lip twitching. “What!?”
“They lured us into an ambush, hit us from all sides, the forest itself turned against us!’ I was the only one who escaped!” The drone did look as if he had been chewed-up and spit out by a hydra. 
“Where is Varus?” She snarled, picking him up in her magic. “Why is he not here?”
“Varus fell! He fell in battle! 
It was impossible Chrysalis thought, utterly impossible. Two legions and their general taken from her by a band of ponies and some woodland critters. The notion refused to make sense to her mind, and dropping the drone from her hold, she began to walk by herself in a daze. It was maddening, infuriating, and every second she went without something to contradict this reality, the looser her grip became on the present. 
“Varus…” She mumbled. “Give me them Varus… they are mine, I want them, give them to meeee!” Forgetting Twilight, forgetting her scheme, and forgetting her revenge she stumbled in circles, muttering in whispers. 

“Varus!” She cried out, lost in the mania. “Where are my legions!”

“GIVE ME BACK MY LEGIOOOOOOOOOONS!”