Celaeno and her crew watched over as several unicorn and earth pony dockhands hoisted the last crates of supplies onto their loaner ship, a magnificent craft painted a brilliant purple with golden supports and banister. A large torch above the center mast slowly inflated a large cloth balloon of a lighter shade like blueberry.
Celestia walked up beside the parrot captain. “Is everything to your liking?”
“It’s perfect,” she said, turning to face her. “Thank you again for all your help. We promise to keep this ship looking as peerless as it does right now.”
The alicorn chuckled. “Be careful, I may have to hold you to that. Should I inform the others that you’re ready to set sail?”
Celaeno nodded, and Celestia walked away, allowing her and her other parrots to continue admiring the ship’s majesty from their vantage for just a few minutes more.
The unicorn dockhands channeled their magic to the back side of the ship as they pushed it down a track on a large trolley, whose downward slope ended out over the edge of Canterlot itself. Each pony and creature standing on the bow-side grabbed tight of the banister as they looked over, seeing the cliff dip off even farther to the forest below.
“Hold on tightly, everyone!” Starswirl bellowed out.
With a final push of the ship, the trolley descended down the ramp, only for it to hit a buffer stop at the end. The weight of the ship did the rest, sliding off the trolley and down over the ground, the balloon pulling it up level as it floated safely over the drop.
“Woohoo!” Skystar leapt up and punched her talons skyward, the feeling of flying above the deck suddenly awkward to her. “Whoops, I forgot I could do that this whole time!
The dockhands cheered at another successful launch, Celestia watching them off as well, nodding thankfully. With Celaeno at the helm, she threw the wheel to the right, turning it to the south. The Pillars of Equestria, along with Fizzlepop, Grubber, Capper, and Skystar, ran to the starboard and looked out as Princess Celestia waved them farewell. Grubber and Skystar eagerly waved her off too, the others giving her one last final, grateful glance before returning to the deck. Skystar quickly flew off to follow Capper and Rockhoof while Fizzlepop and Grubber continued looking out over Canterlot until Celestia was an indecipherable dot at the aerial harbor.
“How long until we get to Ponyville?” Grubber asked.
“Not very long at all.” She and Grubber walked off to join their other friends. “An hour or so, tops.”
Charging her horn, a brand-new crown with a dark-red gem atop it, she lifted Grubber onto her back and went back to the bow. At the docks, Celestia could no longer see anyone on the ship at its distance. With the faith that they were safely bound to their destination, she turned and walked back toward her palace.
Celestia’s guards opened the doors to her chambers, and as she walked to her throne, she smiled and sighed, content to be alone once again. Going up the steps, she passed by her throne and went around behind it, finding a small sun-shaped carving on the headrest. Placing her horn on it, she charged its yellow aura, transferring its glow into the icon.
She then stepped back several paces as the ground beneath her rumbled. At once, the floor slid down in wide slabs, forming steps that revealed an even longer, winding staircase below. With her horn still alight, she walked down the steps and kept watch at each step she took, the light from above growing dimmer as her horn’s light only managed to light the next four or five steps in front of her.
She then came to the bottom of the steps, being greeted by two passageways on either side of the stairway. Without hesitation, Celestia went down the hall to the right. As she advanced onward, torchlight from up ahead started to provide more light than just her horn could provide.
She came across a large room with a wall of cell bars only a few feet inside. A single pony sat directly in front of the bars, the torches behind her casting her into a silhouette. With her own horn continuing to light her way forward, Celestia smirked as she could finally see the pony sitting there pick their head up to face her. With her weakly flowing mane and dirtied white coat, Princess Celestia looked up to see Celestia giggling at her imprisonment.
Behind her, the light revealed an even larger room, enough to hold hundreds of ponies of various genders, ages, and types in formal clothing huddled together, frightened over Celestia’s appearance and jovial chuckle. Princess Celestia, a dark-grey stone ring affixed around her horn, could only watch as her impostor’s horn then began to glow amber as the aura washed over her body.
Her wings shriveled up into two holey dark-orange translucent membranes. Her mane and tail appeared to be made of a similar material and color, though now styled into a medium length layered wave. Her body turned black and sleek with her horn splitting off into two smaller, thinner ones down the middle. As her body continued changing, she sighed loudly, the experience providing her with much pleasure.
_____________________________________________________
Celestia laid on the ground as the ponies outside Twilight’s castle surrounded her. Upon getting within a yard away, their horns turned green as a similarly-colored fire spat up from beneath them, revealing themselves as changelings. Nearby ponies gasped to see them, looking nothing remotely like the ones Thorax and his kind transformed into.
Green flames then began to rise up around dozens more of the ponies gathered near, betraying their disguises to those around them who quickly realized they were under attack, screaming and fleeing for their lives as the changelings gave chase. As the sound of screams and hisses got louder as the chaos spread amongst the town, Celestia, powerless to do anything, bowed her head and let two more tears fall from her face as the changelings surrounding her got even closer.
_____________________________________________________
Celestia scowled as her doppelgänger’s transformation completed. “Alright, Cocoon, I told you everything you wanted to know! Now, about my little ponies…”
The changeling settled down, looking down on her prisoner. “They will continue to be well cared for as promised. Once I hear word from our commanders in Ponyville, we will move your citizens back outside and above the surface to live out their new lives as our love banks.”
Celestia blinked and stood up straight, Cocoon standing still and unafraid. “Ponyville? Is that where–”
“–I’ve sent Starswirl and all his friends, yes. Once they’re close enough, my Ponyville division stationed there will attack their ship and take them prisoner along with the other citizens. Or, if they manage to reach Twilight’s palace and somehow find sanctuary, they may also very well be taken by whatever force took Twilight, her friends, and your sister! Either way, Equestria’s final line of defense will be far away from us and completely immobilized, which is what’s most important in the end.”
Celestia growled. “You’re really nothing like your sister, are you?”
Cocoon chuckled once more. “You’re right, I’ve never been quite as cold or calculating as Chrysalis, but then again my hive hasn’t all but defected from me, has it? Perhaps if she showed others a little bit of the love she takes from others, she wouldn’t need my help!”
“Don’t act so pious, Cocoon! You’re a thief of love yourself!”
“Yes, but I’m not such an addict like her that I’m willing to destroy lives and nations in order to secure my next fix! I’m more than willing to give your ponies some normalcy once our takeover is complete. Do you think Chrysalis would be so generous?”
“I just don’t understand. You speak of love and generosity and show a great capacity for kindness. Why continue acting in this way then? Do you know about all the good Thorax has done with Chrysalis’s former hive since its reformation?”
“Don’t mistake my mercy for kindness, Celestia! If I wanted to dominate Equestria like my sister did, I could have and would have done so long before now. The only reason I’m here is to provide her with another hive that won’t abandon her like her last!”
“And now she’s gone too, don’t you forget that!”
“My sister for Twilight and all her friends, Princess Luna, that infernal draconequus, the king of the Crystal Empire, and now, the legendary Pillars of Harmony? Sounds like quite a good trade, wouldn’t you say?”
Celestia breathed out her nose. “Perhaps you share more in common with Chrysalis than we thought.”
“…Perhaps indeed, but whatever keeps Equestria under changeling rule is no skin off my carapace. Farewell, Celestia. Do try and have a pleasant night.”
Celestia bared her teeth as Cocoon turned and walked back to the exit. “You won’t get away with this!”
Without stopping, Cocoon huffed smugly. “I’ve gotten away with this the day those ponies disappeared, I’m getting away with it now, and without anyone to stand up to me, I will continue getting away with it.”
Celestia stared at the changeling as she disappeared within the darkness of the hallway. Her rage began to build as she charged her horn, only for the base of it to light up as the rest of its energy was absorbed into the ring. She didn’t continue for long before she stopped, breathing heavily for an oncoming cry.
“Princess Celestia?” The voice of a young colt’s terrified voice extinguished her sadness. It approached her side as she looked to see it slowly come close, still nervous by what she still meant to him. “I’m scared. Are we going to be okay?”
Celestia lifted her arm up and let the colt sit right beside her, hugging her along the waist and crying into her coat. She then rested her arm along his back and stroked it as comfortingly as she could. She looked up to her prison’s ceiling, as if her gaze pierced through to the heavens to call on some miracle to save her and her ponies, especially the ones traveling south.
Fizzlepop, Grubber, and Capper looked out over the bow of the ship, spotting the faint lights of a town with thick forest nestled around its north and east sides, and calm country plains and meadows stretching beyond the west and south.
“Whoa!” Grubber exclaimed. “That’s Ponyville?”
Fizzlepop chuckled at her friend’s excitement. “Told you it wouldn’t take long.”
“And right there!” Flash Magnus flew past the front and pointed at the massive tree-shaped building that resided in the northwest corner of the town like an eyesore. “There’s where we’re headed.”
Fizzlepop, Grubber, and Capper leaned more over the banister, marveling over the wonder that Twilight’s castle presented.
“Well, I’ll be,” Capper commented. “These ponies have more style than I thought.”
“You know that Rarity lives here, right?” Mistmane’s query as she approached the four brought a genuine sense of surprise to Capper’s face. “A unicorn like here wouldn’t choose any old town to make her home, you know? Capper? What’s wrong? Do you know her?”
“Yeah…” With his left thumb stroking one of the gold buttons on his jacket, he felt a relatively fresh stitching connecting his cuff to the sleeve. “She helped me out of a bad spot in my life a while ago. All I know is that when we save everyone, I’m going to give her the biggest hug I’ve ever given anyone… and then maybe kick my feet up and stay here a spell, because I could really use some vacay too!”
Fizzlepop, Mistmane, and Flash Magnus smiled warmly, wanting nothing more than that themselves.
“Hey, guys?” Hearing Skystar’s voice, everyone on board looked up to her floating beside the torch the top of the mast where a green light started flashing between where its base met the wood. “Anyone know why that’s flashing? Did those guys at the docks forget to charge it or something?”
“That’s odd,” Mullet responded. “Why do you think that would…”
From the quarter-deck, Celaeno spotted a series of green flares light up from the center of Ponyville, followed by a light that grew larger and closer with each passing second. “Guys, hold on!”
Throwing the wheel to the left, the ship banked in that direction just as three short magical blasts whizzed past the green light below the torch. One of the beams flew so close and so fast to Skystar that it blew her down to the deck, which, still angled, slid her to the portside with her other friends.
“What the heck was that?” Boyle shouted, getting to his feet.
Stygian helped Fizzlepop and Grubber up before running back to the front of the ship and looked down on the town, seeing more flares light up from all around. “No… We’re under attack again!”
“No foolin’?” Celaeno threw the wheel to the right this time, and while four more beams shot past their ship, several of them bowing noticeably around the center mast, one of them clipped it just below the torch.
Celaeno shielded her face from the shards of wood that were about to explode into her, only for Starswirl and Mistmane to catch them and toss the pieces aside. They then looked upon the damage to the mast, gasping in terror as the torch became tilted to the side, the flames hitting the rim of the balloon’s skirt and setting it ablaze.
“The balloon!” Mage Meadowbrook pointed up as the flames spread faster than she knew they could stop them. “We’re going to fall!”
“No we’re not!” Fizzlepop charged her horn as her aura filled the bottom of the boat.
Starswirl looked down on his apprentice, noting her strain to try and lift the ship up as the balloon quickly lost usefulness and caused the ship to begin dropping. “Fizzlepop!”
Starswirl flared his horn up, his aura adding to Fizzlepop’s and spreading out until they reached the vertical walls of the ship. The fiery sheet of balloon floated down, threatening to engulf the ship. As Mistmane caught the remains and began to ball them up, Flash Sentry ran the door to the cargo hold, smashing through it and flying to a crate to the right of the steep stairway down.
Bucking it with his back hooves, the box shattered, his copper shield and Rockhoof’s shovel spilling out from it. With his hooves sliding in the enarmes of his shield, he bit down on the grip of Rockhoof’s shovel and flew back up through the door. Whipping his head, he tossed Rockhoof his trusty weapon before darting up toward the large flaming ball of the wadded balloon, slamming his shield into it and launching it high over the top of the ship where it would fall to the ground below.
“Now what?” Celaeno shouted. “We need to land this ship!”
“Leave that to us!” Starswirl and Fizzlepop began to lower the ship down, turning it to glide to the right in the direction of Twilight’s castle.
Coming in hot, everyone ran to the closest side of the ship they were on and grabbed hold of the banister tightly. As more beams whizzed above and below the ship, several more blasted into the port, a cacophony of shattering and exploding wood erupting out.
Celaeno leapt from the quarterdeck to Starswirl and Celaeno. “Guys, we’re taking heavy damage!”
Starswirl ducked as a green beam zipped just over the top of his hat. “We realize! The ship should still survive the landing! Just hold onto something until the ship comes to a stop!”
The parrot captain looked back to the quartermast before running at the stairs, grabbing onto the railing and looking out to the side to see the tops of the buildings of Ponyville already appearing over the edge of the banister. With the bottom hitting the ground, everyone bounced hard off the floor before landing back on it, some unable to get their footing as they toppled over to their sides.
Somnambula pulled herself up as the ship continued sliding off, finding dozens of changelings lining the streets and alleys between each building, firing off their magic at her and her friends, most of them managing to only continue damaging the ship.
Spittle shuffled over to the two unicorns as they continued to man their crash. “This ship’s gonna’ fall apart! We need to stop this thing now!”
“Not yet!” Fizzlepop grunted as the ship pushed itself on with her and Starswirl’s magic.
The parrot cook then faced forward, seeing Twilight’s castle looming high above the roofs, her mouth coming open with realization of their plan.
“Everyone!” she shouted. “Once we stop, prepare to abandon ship!”
“We shouldn’t even need to do that!” Starswirl moaned. “But on my mark, converge at the center!”
With Twilight’s castle only a few buildings away, Starswirl and Fizzlepop strained even harder as the ship started turning to the left, threatening to grind against the sides of the last buildings beside them. The ship cleared the last corner as the unicorns pulled the ship even harder, sending it to a straight path at the base of the crystalline tree.
With their task done, Fizzlepop and Starswirl relinquished their magic and let the ship ride along the grass and dirt, coming to an even faster stop. More and more changelings scattered from within the town and lined up like ants as they charged their horns, ready to destroy the ship with them on it.
“Alright, now!” Starswirl kept his horn’s aura charged as he ran to the center of the deck. “Everyone, gather around, now!”
The remaining pillars, Celaeno, her crew, Fizzlepop, Grubber, Capper, and Skystar all huddled close, and with Starswirl’s magic glowing brighter on his horn, the entire group was encased with light. Dozens of the changelings launched their first spells at the ship, multiple explosions tearing the entire left side of the ship apart. Before any of the changeling’s spells could reach them, Starswirl’s light bubble popped, everyone inside of it now gone.
Inside the chamber of the Cutie Map, several changelings waited around and looked up at two of them, who peered out the eastern windows to see the commotion outside. They then heard a bright twinkle at the center of the room, a bright flash hitting the walls accompanying it. Each changeling then brought their attention to find Starswirl and his team appear on top of the table, Starswirl’s horn still maintaining its charge as he closed his eyes.
With a hiss, each of the changelings dove at them with their own horns charging bright. Starswirl’s eyes shot open, now a blinding white, and from his horn, several large aural tendrils stretched out and swirled about, engulfing the changelings inside and trapping them. The other looked about in awe as their threat was immediately eliminated.
The auras then went out each of the exit doors and enlarged until they filled the entire dimension of the hallways, flying through them and picking up each changeling that was caught in its path. It entered into each room, coiling around the interior and grabbing any changelings inside before yanking them back into the hallways.
Outside, the changelings took their focus off the ship they had destroyed and to the castle, where each window and opening was streaming with Starswirl’s light. Just then, the front doors burst open, the dozens upon dozens of changelings Starswirl’s spell snatched being flushed out by the bright aura before getting spat out onto the ground. As the other changelings tended to their expelled comrades, the aura circled the building until a short wall was formed along the ground.
“Don’t just stand there!” A larger changeling with a captain’s helmet on shouted. “Get back inside!”
As they flew at the castle, the barrier shot up to form a cylindrical barrier that bent and curved around the top of the castle before closing at the top in a mushroom-shape. The changelings couldn’t stop themselves in time, crashing into the barrier and sliding down it to the ground.
The changeling captain growled as it looked up at the impressive shield. “Changelings! Attack!”
Charging their horns, the changelings began opening fire on the shield. Despite their magic bouncing off the shield, doing no damage to it, they continued on without relent, hoping to see some weakness or cracks soon enough.
Back inside the castle, Starswirl’s eyes faded down to their normal appearance before rolling into the back of his head, his legs beginning to crumple beneath him. Fizzlepop and Flash Magnus were quick to catch him.
“Starswirl!” The wizened unicorn stirred in Flash’s arms, making Fizzlepop sigh in relief. “Thank goodness you’re alright!”
Skystar looked out the window, watching as the changelings continued blasting their magic away at the shield, continuing to do no damage. “Whoa! What did you just do, Starswirl!”
Starswirl wheezed, still exhausted by the series of spells he cast. “I cast a barrier spell, of course!”
“But,” Grubber interjected, worried, “won’t that just tire you out more? We probably don’t have much longer until it fails!”
“It’s quite alright, Grubber. That barrier does not require constant maintenance like the one I cast on Celaeno’s ship this morning. However–” he coughed loudly, causing Fizzlepop to recoil. “It uses far more magic, and with my teleportation and repel spells, I can’t do much of anything in this state.”
“How much time’s that give us?” Capper asked.
“Three… four hours, at the most. Maybe more once the changelings realize they won’t get in anytime soon and just wait for the barrier to fall.”
“Great! That should be plenty of time to shoot a letter to Princess Celestia and–”
“It’s no use.” Capper’s mouth stayed open mid word as he waited to hear his reasoning. “I’ve fortified the spell so that no magic can enter, but that also means that none can leave either.”
“So…” Celaeno and her crew looked amongst each other, discomfort settling in. “Does that mean…?”
“Unless someone or something comes to help us, it will only be a matter of time before the changelings close in.”
“Somepony has to be coming!” Somnambula shouted. “They can’t let these creatures take their home like that!”
“We can only hope…” Starswirl closed his eyes peacefully, “but the only other thing we can do now is wait.”
Mage Meadowbrook and Mistmane sat on the table, contemplating their dire situation. Skystar landed beside Celaeno and put her talon on her shoulder consolingly. Rockhoof and Flash Magnus picked a window at opposite ends of the room and looked up to them, planning their next moves the moment a changeling would come in through them.
Fizzlepop breathed heavily as Grubber’s ears dropped, his lips quivering in fear. He then hugged onto her leg and buried his face into the front of her chest. As she stroked his back with her other foreleg, she looked up to the tree roots that hung from the ceiling, wishing to herself for whatever miracle would bring Twilight and her friends back home to save them.
Cocoon walked down another hallway, lighting her way with her horn. As the chamber she approached got closer, she dimmed her aura to let the light from within guide her the rest of the way. Upon entering, she saw several changelings in the back of the room working around something, their bodies obscuring her view of it.
“My queen!” A changeling flew to her from the right and stood by Cocoon’s side. “Are you here to see our progress?”
She nodded. “How much further are you?”
“We’re just a few shards of stone away from completion. Do you wish to see?”
“Absolutely. But first, were you able to aquire it?”
“You mean…” The changeling’s face brightened up. “Oh, of course! Here!”
With its magic, the changeling carried over a small wooden chest with dried dirt covering it from wherever it was buried. Cocoon lifted the cover and smiled at the contents within: a pewter choker with a large red amulet in its center, an alicorn’s red wings connected to the band with its carved head atop the frame.
“That zebra from the Everfree guarding it really didn’t want to hand it over, even while facing twenty of us,” the changeling explained.
“With the power this thing holds,” Cocoon replied, “she had every right to protect it with her life.”
“And you think that will be enough to bring him back?”
The changeling queen chuckled contently. “Plenty. Now, show him to me.”
The changeling then turned to the workers and blew a loud, sharp whistle with a bite on his lip. At once, the changelings flew off to the side to let Cocoon step further in and admire her underlings’ work. Hoisted up by its arms by ropes was a detailed black-stone statue of a large monkey-like creature with thick fur covering its body and tail save for its hands, feet, and face. Along with armor covering its chest, stomach, wrists, and hocks, it also had a pair of large horns stretching out from the side on the top of its head, along with a two-horned crown. Leaning behind the wall to its right was a large wooden staff that began to warp and bend off before breaking into two jagged points, an ice-blue crystal jutting out between them.
Despite its intimidating physique, the expression on its face was one of mortal horror, as if it was imminently close to death during when it was sculpted. Parts of the statue showed scars of various sizes where the stone was melded back together. Despite the chips still missing in its body that her changeling workers held in their magic grasp, Cocoon couldn’t care less. With just a little more work, her impregnable new empire would be ready to face whatever threat would come to it.
With the amulet, statue, and staff, nothing would stand in her way.