//------------------------------//
// Ultimatum 
// Story: A Tale Never Told 
// by TimeFactor 
//------------------------------//

"This is...captivating..."

The Doctor and his group arrived at the abandoned mine deep beneath Canterlot. Halfway down the incredibly long staircase, the walls had stopped being pony-made and and became natural stone. Once the group had reached the bottom, the Doctor and Derpy were amazed to find a grand cavern. It stood a towering height that rivaled even Canterlot Castle's architecture. No natural sunlight even reached down here, but luckily the group could still see without the need for the sonic screwdriver or Philomena's abilities. Light came from crystallized stones that softly glowed in the dark. Every wall and the entire ceiling were composed of this material. Their natural color ranged from various shades of blue and green though it was possible to use another light source to temporarily change it. Philomena quickly demonstrated by radiating a beam of sunlight from her body to give the cavern a bright red and orange tint.

The chamber they were currently standing in seemed to have been used previously as a stockpile for unwanted material. Large piles of rocks and dull crystals were spread all over the ground. There was a lone track that twisted around these piles and ended in the center of the chamber; however, there were no mine carts. Looking further down, it appeared that the rail split up in two directions. There was an empty cart that had stalled while making a turn due to a pile of rocks blocking the way.

"I don't get it." Derpy remarked as she stared into her reflection within a large stone. "This place still full of crystals. Why'd they stop mining here?"

Philomena made more chirping sounds and allowed the Doctor to translate.

"Only the bright, glowing gems were mined in those times. These faded crystals were deemed useless as their magical properties made them ineffective. It was unicorns who made use of this place after all."

"Okay. But why don't ponies use these mines still?" Derpy picked up a broken piece of crystal in front of her, staring at numerous tiny reflections of her face. "These things are actually neat if they can change color..."

"It has the potential for disaster." the Doctor replied. "You have an entire city built directly on top of here. Theoretically, it would not be likely judging by how far down this place is, but one wrong excavation and you will have the entire cavern collapse upon itself, dragging the city along with it."

"Oh..." Derpy laughed nervously, embarrassed she had not considered every possibility. "My bad..."

The Doctor looked up to Philomena. "Well then, Philomena. Where should we go?"

The mystical bird flew off the stallion's head and held her position in midair. She closed her eyes and used her innate abilities to track any nearby magic residue. Before meeting her new companions, Philomena had used this skill to track Cadance's secret departures, but it could only do so much without knowing the precise destination. Now that she was closer, locating residue from a teleportation spell, especially when it was used multiple times, became much easier.

"Northeast!" Philomena screeched as she flew off.

The bird took flight with Derpy following closely behind her. They both made sure to fly at a slow pace to accommodate the Doctor. Obviously being an earth pony, the stallion was forced to take detours through a maze of crystals. He contemplated using his sonic screwdriver to create shortcuts but soon decided against it. He did not want to risk accidentally disrupting the structural integrity of the cavern or draw unwanted attention from potentially dangerous creatures that could live here. Overhead, Derpy served as the Doctor's navigational guide by providing him directions of which way to turn so he would not run into a dead end or difficult crossing. Whenever faced with a gap that could not be jumped, Derpy would carry the Doctor across while Philomena perched atop a crystal and waited for them. Carrying the stallion was tiring for the pegasus, but luckily this situation did not occur often.

As the group followed the wooden tracks, the Doctor and Derpy came to learn of the mine's outrageous transportation network. Philomena lead them along a cliffside path which had an overhead view of a gigantic cavern even larger than the first one. The tracks had been so wildly constructed that it looked it belonged in a high-speed thrill ride at an amusement park. There were sharp drops, helices, and even a few loops that spanned a majority of the cavern. Derpy questioned the efficiency of this system, but the Doctor urged her onward before she could put much thought into it. 

After crossing numerous tunnels and smaller caverns, Philomena gave a loud screech to indicate the magical residue was close. The group soon came upon a grand chamber. Unlike the previous one they had passed, this one had a more spherical shape and the entire ground was crystallized as well. Philomena landed in the center where there was a circle of burn marks, the result of a teleportation spell if too much power was put into it. The spell had clearly been used a large number of times, enough to produce a faint, green magic aura that was radiating from the ashes.

"Well, we found where Cadance goes." Derpy announced. "Now what?"

"We should explore the general area around here." the Doctor replied. "Perhaps we will find the purpose of why the princess has regularly visiting this place."

"Wait." Philomena told him. She raised her head, feeling another familiar essence nearby. "That aura..."

Without another word, Philomena immediately took off towards the only other tunnel, opposite of where the group had entered. Having noticed the concerned expression on her face, the Doctor urged Derpy to follow Philomena and not worry about him falling behind. The pegasus nodded and quickly flew after the phoenix. Unfortunately for the former, the bird's anatomy allowed her to soar much faster than Derpy.

"What I'd give to be Rainbow Dash right now..."

The Doctor was not far behind. The tunnel was actually straightforward with very little obstructions. By the time he finally rejoined the others in a small chamber, the stallion found Philomena leaning her head against a crystal wall. Derpy had also made it here though she was exhausted. Carrying the Doctor over the previous gaps had depleted much of her stamina.

"Philomena," the Doctor said as he approached the bird, "what's wrong?"

Philomena did not respond and continued leaning her head closer to the wall. Wanting to learn why she was doing this, the Doctor stood beside her and performed the same action. He listened carefully for any sounds or vibrations.

"The Princess..." Philomena muttered. "Her voice..."

"What?"

"Princess Cadenza... She's behind this wall, crying!"

Hearing this, the Doctor immediately brought out his sonic screwdriver and aimed it at the wall, loudly ordering Philomena and Derpy to get behind him and cover their ears. Once they did so, the Doctor fired a stream of sonic waves at the wall. He continuously adjusted the outputted frequency until the crystals began to vibrate vigorously until they finally shattered into multiple pieces. A mare's scream followed not long afterward and drew everyone's attention. The Doctor quickly withdrew his sonic screwdriver and proceeded inside the newly formed hole to investigate.

"P-Please...!" a feeble voice muttered. "D-Don't hurt me...!"

In this small chamber, the Doctor discovered a pallid Cadance attempting to hide behind a large crystal. The stallion was quite surprised by her appearance and behavior. The princess's hair was disheveled and an overall mess full of split ends. Various places on her skin were covered in dirt, seeming to be the result of being tossed and dragged on the ground. Judging from her weakened body, Cadance had been suffering from a lack of proper nutrition. There was a lone wooden bucket nearby, but it was now barely filled with fresh water. Apple cores also littered the floor, but most of them had been gathered into a small pile. The Doctor wanted to learn of the being who put Cadance through this torture, but checking on her current condition came first.

"Miss, are you-?"

"No! S-stay away!"

Cadance could not even open her eyes out of fear. She blindly attempted to crawl away only to corner herself in front of the advancing Doctor. It was at this point Derpy and Philomena had entered the chamber and saw the terribly shaken princess. After examining the room, Derpy was horrified and about to speak up, but the Doctor quickly silenced her with a telepathic message while shaking his head. Derpy immediately took notice of the Doctor's serious expression, something she did not see often. At a glance, nopony would expect a stallion with his happy-go-lucky attitude behave like this. But then again, the Doctor had always been unpredictable to Derpy despite how much she knew him.

"Princess Mi Amore Cadenza," the Doctor said in his most calming voice, "we are not here to hurt you..."

"N-No!"

Quickly searching for something to defend herself, Cadance picked up a few sharp rocks beside her and threw one in the Doctor's direction. It missed, though it managed to scrape the stallion's cheek and leave a small cut. It soon began bleeding, but the Doctor ignored it. He did not even react and retained a straight face while he continued trying to convince the princess.

"Princess, believe me. We're here to help you..."

"You're just trying to trick me again!" Cadance quickly retorted.

"Am I?" he asked raising his hooves despite the princess being unable to see him. "I don't seem to be hurting you..."

"That's-... You're just trying to trick me again! I won't fall for it!"

"Alright then..." He reached into his collar pocket. "Here."

The Doctor had taken out his sonic screwdriver again. Once activated, he rolled it across the floor towards Cadance and let it collide with her hoof so she would notice. Confused, Cadance finally opened her eyes to see the device before her. She hesitantly grabbed it and then looked up at her supposed attackers, unsure of what to do next.

"Aim that device at me, and it will send sonic waves at the frequency it takes to slowly kill someone of my biology, quite painful to say the least. It's your choice..."

Cadance shut her eyes again and turned her head away. She raised the sonic screwdriver to the alarm of Derpy and Philomena who quickly doved out of its firing range. The frequency would not be fatal to them, but there was no telling if it would severely damage their eardrums. The Doctor, still unfazed, remained standing in his current position as he waited for Cadance to make her decision. The princess' arm was shaking tremendously, but she could not find the strength to use the sonic screwdriver. Giving up, she let it fall onto the ground and roll towards the Doctor.

"I'm sorry..." Cadance muttered. "Ever since I've been down here, I couldn't trust anyone..."

"Why is that?" the Doctor asked as he got closer and assisted the weak mare to her hooves.

"Changelings. They're creatures that can mimic your physical appearance. They kidnapped me and have been taking my place ever since I was engaged to Shining Armor. For the past..." She stopped, resting her head against the wall as teardrops ran down her face. "I don't even know anymore! A week? They've been checking on me by using their...sick humor to give me false hope. They stage somepony rescuing me by using their appearance and then betray me right when we're close to an escape route. The first time was some royal guards. The next was my own groom; that one devastated me the most. The last time was Princess Celestia, but by I already saw through their scheme and didn't move at all."

"I see... I hope I'm not being rude, but do you know why they kidnapped you? Is it because you're royalty or another reason?"

"Changelings feed off the love somepony has for another. What better place to feed than Canterlot itself and during a wedding to boot?"

"So the Mi Amore Cadenza out there preparing for the ceremony tomorrow is merely an imposter?"

Cadance nodded and looked up, clearly distraught and worried about what was happening on the surface. "Not just any imposter. The one impersonating me is the queen of the Changelings. She's feeding off Shining Armor's love for me and slowly bending him to her will! It's all part of her plan to destroy the barrier protecting Canterlot so her colony can invade the city and feed off everypony here!"

"Interesting...but that still doesn't explain the missing emblem."

Cadance looked at Doctor with a confused expression. "Missing emblem?"

"Before we came here, we happened upon Shining Armor's uniform in the armory and it was missing its emblem. Upon closer inspection, we learned it was forcefully removed. Do you know if there was any significance to it?"

The princess closed eyes trying to remember every piece of personal information her groom had told her. "Well, nothing about his armor, but...there is something similar..." She paused for a few moments to make sure she recalled every detail correctly. "Shining Armor inherited a family heirloom from his deceased uncle."

"An emblem?" the Doctor assumed.

She nodded. "But it was definitely not part of his armor. That one is an entirely different piece. It's a standard part of any captain's uniform. Shining Armor values that heirloom too much for him to put it on something where it could get easily damaged."

"Do you know anything else about it? Any special properties? The significance of it? Why someone would desire it? Et cetera?"

She shook her head. "He only told me how important it was and where he got it. But what does this have to do with the Changelings?"

The Doctor sat down and put a hoof to chin as he tried to put this information together. "These two things might not even be connected at all, but the conditions just make it seem like a perfect opportunity. Who would have a better position to steal something of value to Shining Armor than...?"

"...the bride herself." Cadance finished for him. 

"And a city-wide invasion would be a most effective distraction."

"But I already told you! Not even I know where he keeps it!"

"Then the next target the queen goes after will be someone who does know... If it's not Shining Armor himself then...his parents, perhaps?"

She shook her head. "No. Shining Armor kept that inheritance as a secret from his family. He only told me because... Well... We were going to be married and believed there should be no secrets between us. And the only other pony he ever told was...Twilight..."

"Twilight?" The Doctor looked up in surprise. "Twilight Sparkle?" he repeated to make sure he heard Cadance correctly.

Cadance nodded. "I was her foalsitter when she was a filly. She was a bit of a recluse back then. When I wasn't around, Shining Armor would always be the one to make her put down that book of hers and start getting out for a change." She slumped to the ground and covered her head in despair now that she knew another one of her friends was in trouble. "Oh, this is bad! Twilight's probably walking right into her hooves thinking she's me!"

"Au contraire~" a menacing voice told her.

Startled and recognizing that voice as her own, Cadance threw herself towards the Doctor. The stallion quickly caught the princess and gently set her down. The two ponies looked up to see the Changeling queen standing by the hole, maliciously smiling at the princess and still mimicking her form.

"Truth be told," the fake began, "I was intending to shoo away that pesky Twilight. In fact, she's been the only pony who's been growing suspicious of my activities. But now that I know she could be useful, I now have different plans for her~!"

The Doctor fiercely stomped his hooves in front of her. "You will do no such thing! And for your information, Twilight's not the only one who suspected something different about you!"

"Really?" She raised an eyebrow, slightly curious by the stallion's claim. "Are these ponies perhaps the ones you were talking about?"

The queen stepped aside and allowed two of her Changeling subjects to enter. They tossed the captured Vinyl and Octavia in front of the two ponies. The mares were still restrained from their previous encounter with the Changelings. Judging by the amount of dirt stains on their bodies, they had also been forcibly dragged here. 

Derpy and Philomena watched from a distance. They were still exposed, but their location and angle kept themselves from being spotted by the Changelings. Philomena was about to take off in a sneak attack, but Derpy quickly stopped her before a sound could give away their location. After all her experiences during her adventures with the Doctor, she normally found it better to wait until the villain finished providing useful information. The Changelings were still not aware of their presence so they were in the perfect position to provide support.

"Vinyl?" the Doctor wondered aloud. He then pointed to Octavia. "Who's this beautiful lady?"

"Tell you later!" Vinyl exclaimed as she began trashing around. "Untie us first!"

The queen began laughing. "Hahaha! So much for your little investigation team~"

Still confused, the Doctor looked up and began speaking in a completely honest matter. "One, I just met the blue and white mare; I barely know her. Two, I don't even know the other one. Three, they're not who I was even referring to..."

The queen did not seemed bothered by the Doctor's statements, but she still readied a magical spell, obvious by her glowing green horn. Vinyl responded by preparing her own spell as she twisted herself around.

"Don't even bother." the queen told her. "You are clearly outmatched."

"So what!?" Vinyl rebuked. "Just because you're copying an alicorn doesn't mean you're just as powerful!"

"Wait!" Cadance exclaimed. "You don't understand! A Changeling's power is determined by how much it feeds!"

"The princess is quite right." the queen added while laughing. "You won't believe how delicious and plentiful Shining Armor's love for you is. It's too bad I'll have to dispose of him when all of this is-"

Vinyl fired a magical blast before the Changeling could continue. It was a simple spell most unicorn mares learned for self-defense. Vinyl only modified it by pumping more power than what the spell normally required. To her frustration, Vinyl's projectile was easily blocked by the queen's magic shield as it turned green and rebounded towards its caster. Now in the line of fire and still restrained, Vinyl and Octavia attempted to scurry away but were luckily pulled away at the last second by the Doctor and Cadance. 

The spell collided against the wall, creating an explosion that sent shattered pieces of crystal flying in every direction. Derpy and Philomena took cover behind a wall while Cadance and Vinyl combined what was left of their energy to form a shield around the others. As the smoke cleared, the Doctor quickly seized the opportunity to undo Vinyl and Octavia's bondages. 

"There we are!" the Doctor said as he removed the last knot from Octavia. "I can't imagine how uncomfortable you must've felt!"

Octavia dusting herself off before answering. "Thank you, Mister...?"

"Doctor is fine! Don't let the tie and collar fool you! No formalities are needed!"

She then looked towards Vinyl. "Your weird-to-normal ratio in friends is astonishing..."

"Hey," the disc jockey retorted, "I have plenty of normal friends!"

"Uh, guys?" Cadance interrupted. The princess was dumbfounded at how these ponies were now ignoring the threat standing a few meters from them. "We're still at mercy of someone!"

Cadance directed them towards her double who now seemed mildly annoyed. Seeing her expression struck fear into the other Changelings as they dispersed their disguises, returning to their natural form, and begin backing out of the chamber.

"That was a little rude." the queen plainly remarked. "First you attack me before I finish speaking and then you dare have the audacity begin ignoring me? Is that any way to treat a queen?"

"If you're a queen," Vinyl began, "then you sure as hay don't act like one!" She pointed at Cadance's worn body. "You would actually do that to somepony!?"

"Please..." she scoffed. "It's survival of the fittest~ And judging by your conditions and my previous display against that...insignificant demonstration, I believe I hold the advantage!"

"Grrr! If I had my equipment, I'd so mop the floor with you!"

"You're more than welcome to do that once I take over Canterlot, minus me of course! Now, how shall I deal with you?" The queen examined her captives more closely. "You know too much already...but the fact you stumbled upon my plans like this is impressive. Perhaps I'll have more use for you in my army~"

Octavia rolled her eyes. "Like I'd ever work for a rude-mannered girl who claims to be the ruler of an illegitimate empire. I'd rather perish in these caves than be forced into slavery."

"Oh? Who said anything about forcing you? You'll all be doing it of your own free will!"

"And how exactly are you going to do that?"

A mischievous smile appeared on her face. "Ever wonder why Shining Armor has never suspected a thing about me yet? It was easy, really. I simply put up my best act in order to draw more love out of him, and the rest was simple if you knew the right spells. Hehehe..."

Cadance's eyes widened upon realizing what the queen meant. "You didn't!"

"Oh, but I did!" she gloated. "Worked like a charm~ Thank goodness too! Faking affection for that stallion all the time was disgusting!"

Cadance ignored the queen's last comment and continued speaking. "Spells that manipulate the mind against a pony's will!? That's...evil!"

"Dear," she said deadpan, "do you realize who you're talking to?" The queen then readied her magic. "Now...who wants to go first?"

Everypony remained silent as the Changeling eagerly waited for an answer. They looked at each other hoping somepony would formulate a plan. And they could not openly discuss a solution with their enemy watching them.

"Close your eyes." the Doctor telepathically told all of them.

The mares were startled upon hearing the stallion's voice inside their heads. Vinyl was the only one to fall back which drew a strange look from the queen. Cadance and Octavia reacted more subtlety by staring at the Doctor as they were adapting to this new mental connection.

"Close your eyes and wait for my signal."

Vinyl was still freaking out as she tried adjusting herself to this new method of communication. She nodded and agreed with the Doctor, assuming he was able to hear her. The other mares agreed as well, putting their trust in a stallion who they have known for less than ten minutes.

"Now!"

Everypony quickly shut their eyes. Receiving another signal from the Doctor, Philomena quickly flew up from her hiding place. The phoenix used her powers to radiate a blinding light. The queen was caught off guard as she covered her eyes and turned away from the bird. After the light died down, Philomena let out a screech and exited the chamber with Derpy flying behind her.

"Go! While she's distracted!"

Taking the Doctor's lead, the remaining mares closely followed the stallion to the next chamber. The two other Changelings had been waiting for them, but they were too preoccupied with Philomena and Derpy who were pecking and tackling them respectively.

"Time to go, Derpy!"

Derpy nodded and quickly shoved her opponent towards Philomena's as they rejoined the group. They managed to run a couple of meters before the queen recovered and was stepping outside the chamber.

"Insolent vermin!" she angrily muttered while rubbing eyes. "What are you waiting for, you fools?! After them!" The queen turn to her underlings and saw they were now stacked atop one another and unconscious. "Urgh! I have to do everything myself!"

The queen quickly used her magic to teleport ahead of her escaped prisoners. She reappeared at the end of the tunnel and immediately fired a laser spell towards the group. Everypony in the group managed to dodge in time by ducking or hugging the wall, but the spell was not intended for them as it destroyed a section of the ceiling and caved-in their escape route. The only way out now was behind the Changeling queen whose magic still posed a threat.

"I'll teach you to never make a fool out of me!" she angrily growled.

"What now!?" Vinyl exclaimed. "We're trapped!"

"Calm down." the Doctor said telepathically. He now had the whole group within the same mind link. "We're not out of options yet."

"What are you talking about!? We can't get past her!"

"True." Octavia told her, but she realized what the stallion meant by his words. "Not all of us can make it."

"What the hay are you saying!?"

Octavia turned towards the Doctor. "You intend for some of us to sacrifice themselves, don't you?"

"...Yes." the Doctor quietly responded. "I absolutely despise that word and concept, but many lives are one the line! We have to make the tough decisions now! I know it's non-gentlecoltly to ask this from you ladies, but..."

She shrugged. "I never said I was against it."

"Please, don't do this!" Cadance urged them. "I don't want to be responsible of letting something bad happen to any of you!"

"Princess, it's either us or the entirety of Equestria..."

Cadance knew Octavia was correct, but she was still torn with this situation. She never expected to be faced with a decision like this, especially when she had not even ascended the throne in her own kingdom yet.

"It's obvious the Changeling isn't going to kill us." Octavia continued. "We're still useful to her."

"Then... Then I'll stay too! My magic can help hold her off! You all know what happened here so you can get help!"

"No." the Doctor told her. "Out of all of us, you are the only one who others will believe. You must escape, Princess, for everypony you love!"

"But-...! No...you're right... But please, be careful!"

"I'm not sure if I'm totally okay with this," Vinyl said, "but if everypony else is willing to do it then count me in!"

Derpy, Octavia, and Philomena agreed in unison as they readied themselves in front of their opponent. Seeing this, the queen laughing at their supposed attempt to defeat her.

"You're actually going to fight me? Hahaha! This is very amusing! Ha... I'll be sure to end this quickly!"

The group remained silent as they made their move. They were all still linked by the Doctor's telepathy which relayed their orders. Vinyl was the first to dash forward as she readied another projectile spell. The queen countered with own, albeit a more powerful version. It hit Vinyl directly in the chest and sent her flying back. Octavia, who had been running alongside the mare, made use of the small opening where the queen's guard was down and immediately tackled her aside, both colliding against the wall.

With the route now open, the remaining ponies hurried towards the next chamber. The queen struggled to get up as Octavia held her down. The civil mare was surprisingly strong for even earth pony standards, but the queen knew she was still susceptible to magic. The queen fired another laser spell that sent Octavia crashing into the opposite wall. She then followed by enveloping the mare within her aura for a levitation spell and hurled her towards Vinyl who was still attempting to stand with her injury. Like a fragile statue, the already weak disc jockey was quickly knocked over and rendered unconscious.

"Two down!"

The queen ran into the next chamber where she was confronted by Derpy and Philomena. The former immediately shut her eyes as the latter rose up and used her blinding abilities once again. The queen however was prepared this time and utilized a wide-range wave spell that disrupted Philomena's concentration and knocked her out of the sky. Derpy dashed forward and caught the phoenix. Immediately recovering and now angered, Philomena leaped out of Derpy's arms and cloaked herself in fire. She quickly soared up and dived towards the queen like a flaming arrow.

"Impressive, but not good enough!"

The queen fired a concentrated laser spell once Philomena was flying too fast to change her course. The Changeling's attack was direct hit that resulted in Philomena screeching in pain. Almost instantly, the phoenix crumbled into a pile of ashes. Meanwhile Derpy stood with her mouth agape, horrified at just witnessing her friend perish right before her eyes. It enraged the pegasus who immediately dashed forward for a tackle in a rush of adrenaline. The queen proved to be too fast for the mare however and blasted her with another spell. Instead of hitting her in the chest like Vinyl, the laser scorched one of Derpy's wings causing the pegasus to spiral downward and tumble across the ground. The queen was easily able to step aside and let the mare come to a halt beside her.

"Oh, too bad..." she teased.

"You...monster!"

"Please, I didn't put any more power into that spell than I did with you. The birdie was just that fragile."

Still exhausted, angry, and now barely able to move, Derpy grabbed the queen's hind leg in last attempt to slow her down. The mare knew her own weight would not affect her opponent much, but it would at least provide Cadance and the Doctor slightly more time to get further away.

"You're persistent, I'll give you that. By the way..." The queen immediately blasted Derpy with another spell that knocked her back a few feet. "That cross-eyed expression of yours was annoying the hay out of me."

Derpy still held on despite enduring two direct hits from a powerful laser spell within a short time span. She tried pulling herself up, but the mare soon found that she was losing her grip on reality as her vision became blurred and her body going numb.

"Wait... I'm not...!"

"Just give up already." the queen said with a small shred of pity for the mare. "You've lost."

"No, I can't when-!"

Derpy stopped talking when she noticed something strange occurring behind the Changeling. Philomena's ashen remains were now rising into the air and spiraling like a tornado. In a few seconds, all of it was compressed into a small ball which soon exploded to reveal a fully rejuvenated Philomena. The reborn phoenix illuminated the room with a radiating glow that was even more blinding than before. Derpy did not even bother closing her eyes this time. The knowledge that her friend was unharmed was more than relieving to her. Feeling no more worries, the mare finally let herself fall back and drift asleep.

Meanwhile, the queen was struggling to counter Philomena. This time the bird was rapidly attacking her while utilizing multiple abilities at the same time, ruining any concentration required for a spell. The queen resorted to flailing her arms in the air hoping she would smack away Philomena, but that proved useless when touching the phoenix's fiery body scorched her skin.

"Urgh! You phoenixes have made quite a name for yourselves!"

Risking her chances, the queen decided to release a strong burst of non-concentrated magic. Without proper thought, performing something like this was unpredictable. The effects could be minor or completely devastating, but the queen did not care. A single large wave of magic began to rapidly expand from her horn. In response, Philomena dispersed her active powers and redirected all of her energy to defending herself as the spell got closer. She was soon surprised to realize the magic passing through her body without any ill effects, though she could still feel the immense power that sent shivers down her spine.

The queen seemed angered that her last minute effort did not work thinking it was a failure. Now that the queen's guard was lowered, Philomena prepared to strike but soon stopped when she felt sudden vibrations overhead. Both combatants looked up to see the ceiling shaking ferociously. The occuring tremors soon caused numerous crystallized stalactites to detach and rain down below. Immediately realizing Derpy's endangered state, Philomena flew towards the unconscious mare and cloaked herself in fire once again. She used a combination of precise strikes and fireballs to shatter any crystals that were a danger to Derpy.

Now that the Philomena was focused on protecting the mare, the queen seized the opportunity to escape and let the collapsing cavern finish her work. She immediately teleported away and headed towards the exit. Derpy and Philomena's distraction had cost the queen much of her time, but she still knew Cadance and the Doctor had not gotten close to escaping yet. Aside from the passage used by the Doctor's original group (which now could not be reached without going through a long maze of tunnels), the nearest exit to the outside world was located at the other side of the cavern.

The next chamber was large and had multiple tunnels branching in all directions. By the time the queen arrived, only the Doctor remained to face her. The stallion stood upright wielding his sonic screwdriver already activated in his mouth.

"Where the princess?" the Changeling asked after surveying the room for a possible hiding spot Cadance may have been using.

The Doctor shrugged. "Far away from here, I can assure you."

"Let me guess, you want to fight too? I already defeated your friends single-handedly. What makes you so different from them?"

The Doctor happily laughed, surprising his opponent. "What you see is what you get! Just a guy who loves adventure!"

"I see. But you know, I can't let you leave. Your adventuring days are coming to an end!"

The Changeling moved first by firing another laser spell. The cavern's massive space allowed the Doctor to easily dodge the attack. The stallion responded by aiming his sonic screwdriver at the ceiling and releasing a short frequency wave that shattered the crystal holding the stalactites above his opponent. Not having enough time to move, the queen fired individual spells to destroy them. Doing so also left her vulnerable so the Doctor galloped forth for a tackle. The stallion managed to knock her towards a stone pillar which caused it to tilt over. The queen recovered quickly and realizing herself to be in the way, she scurried to her side almost having her legs crushed.

"Loud, strong, persistent, and annoying." she said referring to her previous opponents. "Now I have to deal with a crafty one!"

The Doctor did not respond as he continued detaching more stalactites above the queen. This time she was better prepared and began performing a balanced mix of dodging, raising magic shields, and destroying the crystals. The Doctor kept his distance while avoiding the queen's spells as well as his own attack method from striking him. He employed hit-and-run tactics whenever his opponent left herself exposed and continued doing so until he finally ran out of usable stalactites.

By this point, both combatants were exhausted from all of their sprinting. The queen still had plenty of magic stored within her, but the injuries sustained since her fight with Vinyl and Octavia prevented her from properly using it. The Doctor still stood upright, but he was secretly hiding his desire to drop down and rest. He only had one eye open now as a result of irritation when running through a dirt cloud.

"I didn't expect a ragtag group like you to wear me down like this!" the queen remarked in an amused tone. "You'll make an excellent addition to my army!"

"You still haven't beaten all of us yet!"

"Haven't I?"

The Doctor was confused for a moment until he heard Cadance's scream through his telepathic link. The princess had apparently been captured by two mares who she assumed were Changelings. They were now holding her hostage and using their magic to imprison her within another crystal chamber inescapable from the inside.

"I assume my bridesmaids found the beloved princess?" the queen asked.

The Doctor did not respond while biting his lip.

"I assumed you possessed powers of telepathy judging by how that unicorn reacted towards you earlier. An interesting ability, indeed. That will prove much useful in the future!"

"..."

"Silent, I see? Face it, you cannot hope to defeat me! Why don't you just accept reality and surrender?"

The Doctor acknowledged he was finally out of options. He was overpowered and technically outnumbered in terms of who was still able to fight. The sonic screwdriver was never built as a weapon; he had only been improvising its functions on the environment. The stallion's mental connections with the others had all been severed except Philomena and Cadance's. The former had successfully protected Derpy from the falling debris through sheer perseverance, but she was now weak and rendered unable to use her powers. After a few seconds, her connection was lost as well. The Doctor could now only hear Cadance repeatedly apologizing to everypony for allowing them to sacrifice themselves despite knowing they could no longer hear her. 

"Well?" the queen asked.

"Princess," he began in his mind, "I am sorry, but if you do manage to escape this wretched place before the wedding in some miraculous way...please forget about finding us. Save your groom, Canterlot, and possibly Equestria. I know I do not speak for the others, but I am confident they would say the same... Please honor this as possibly our last request... Goodbye...

Not wanting to share more of Cadance's agony and be reminded of his failure, the Doctor shut his eyes and grudgingly severed the last connection with the princess. He slowly loosened his grip on the sonic screwdriver and deactivated it, letting the device fall onto the ground. He then sat down and raised his hoofs in the air.

"I concede defeat..."