//------------------------------// // Episode 11: The Return of Queen Chrysalis Part Two // Story: The Pony Guard (Season 3) // by MXCDarkHorse2020 //------------------------------// Episode 11: The Return of Queen Chrysalis Part Two With the Cutie Mark Crusaders and the young Pride Landers at Scar and Chrysalis’s mercy, and the royals busy protecting Canterlot, the Lion and Pony Guard are all in action and on their way to the changeling kingdom to save them. They were provided a map to the changeling kingdom in order to guide them closer to where the bad guys are keeping the kids and so far they are all making progress. “Well, we’re here in Macintosh hills.” Twilight told everyone while pinpointing their current location. “We need to go south through the Appaloosan Mountain range and then through the forest of Leota…and that should bring us to the gates of the changeling kingdom. Simple! And there’s a path craved into the mountains, some old mine system. We’ll go in there and we’ll be through the mountains in no time!” After everyone gets a good look at the map Twilight zapped it away with her magic. “Got it!” “That’s shouldn’t be a problem.” “Heck, that should be easy. Through the mountain and through the forest.” Fuli, Kion, and Bunga nodded. Others like Fluttershy, Ono, Pinkie express of how they describe it. “That…sounds dark…” “Dangerously creepy…” “…and spooky.” And there is one, aka, Rainbow Dash who wants to try a faster route. “Err…through the mountain? Let’s just go over it!” “We can’t all fly, Rainbow Dash.” Applejack reminded. “And I’m pretty sure neither Lite nor Ono wouldn’t want to head out on without their friends.” “Nope.” “Not happening.” “The fastest way is through the mountain.” Twilight reminded the impatient Pegasus. “And we only got three days to save Sweetie Belle, Apple Bloom, Scootaloo, and our little fan club.” Fuli added with a sense of rationality. “There’s probably a very good reason why shouldn’t go over the mountain.” “Fuli’s right.” Rarity agreed. “I say we take the fastest route.” Rainbow grumbled seeing she is facing a losing argument while plopping to the ground. “Well, excuse me Fuli for saying the fastest route is over the mountain.” “No.” Applejack asserted against anyone going solo and her friend from picking an argument at an inopportune time. “We stay together as a group.” “That’s right. No point in straying from the main path for quick short-cuts.” Kion firmly agreed. “If we want to save the kids and stop Scar and Chrysalis we need to stay together!” “That’s right!” “Now let’s get this party started!” Both Bunga and Pinkie cheered. “This isn’t a party, Pinkie, Bunga…” Twilight seriously chided. “…it’s a rescue mission!” “You know what we mean!” Pinkie responded still cheerfully. “Where we all kick butt and save the day as always.” Bunga added. Everyone starts to head out with Rainbow trailing from behind still frowning and preferring to want to fly over the mountain. Just when they are heading out in that direction, Fluttershy had something on her mind in regards to when they get to the cave. “Do we know where the entrance to the mine is?” “I’m sure we’ll find it if it’s nearby.” Beshte assured with Ono flying up to see if he can spot it from above. “Let’s see if I can spot it from here.” Rarity expressed her confidence to her shy friend that it shouldn’t be a problem for her. “I’m sure I can find it…if they mined gems, I know I’ll be able to sense it!” “Hapana!” “Aw, Ono, don’t feel all surprised, I’ve told you this before.” “No!” He quickly corrected when everyone else widens their eyes with some of the crew with agape mouths at the sight in front of them. “Because I think we just found it!” “I don’t think we’ll need your super-gem senses to tell us where it is…” Rainbow began. “…because we’re already here.” Thorax added while everyone gets a good look at the entrance. A dark chamber with two diamond dog statues on each side of the opening. “Eek!” “Oh, boy.” Both Fluttershy and Kovu whimpered at the sight of potential danger inside. Even so Applejack and Kion wasted no time in leading the way. “Well, we’re not making any progress if we’re standin’ here gawkin’.” “Let’s get a move on!” While the group made their way inside, Rarity and Fuli have expressed sudden disgust upon seeing the spiders crawling around the area. Even moreso, when Bunga starts munching on them. “Eww, Bunga!” Fuli complained. “What?” He nonchalantly asked. “You don’t do that! You don’t even know what’s in them!” Rarity explained while looking away and gagging. “Eh, I eat a spider, so what’s the big deal?” “It’ll be a big deal if said spider is venomous.” Ono warned. “But was that venomous?” “No…” He admitted. “See! Nothing to worry about here.” “Yeah! Nothing but boring old rocks and this guy!” Pinkie pulled up a skeleton head. “Say “Hi!” to Mr. Bones!” She then said mimicking a male voice. “Ello, Pinkie!” Kyoga simply shook her head before turning to Twilight using her horn as a flashlight while leading the way. “Well, hopefully that means no one is here and we can just walk on through with no issues.” “That’s good.” Kyoga commented with Twilight nodding in her direction before turning ahead. Rainbow however still wasn’t convinced as she scoffed. ”Saying things like that just means you’re begging for something to happen.” Just on cue, a pebble falls on her head. “See?” “Oh, you mean this.” Twilight presented said magic dropping another pebble on her with a teasing smirk with it turning into a serious frown. “Might want to be careful with that mouth of yours before you get everyone else into trouble.” “What is that supposed to mean…?!” Rainbow angrily demanded when suddenly rumbling is heard with a deep, booming and intimidating voice roaring from nearby. “Po-nays!” Hearing this had the unicorns hugging each other for dear life, Rainbow ducking behind them, the earth ponies trembling greatly, and Fluttershy quickly cowering to the ground with Kovu ducking behind the Pegasus for safety. At the same time, the other’s quickly got into fighting stances ready to defend themselves from whatever giant is approaching them… …one that stands very tall and large, bald head, big nose, big tooth, big gut, a heart-shaped tattoo, and a brown tarp covering his private parts. “A cave troll” Twilight immediately recognized much to her delight. “How exciting! They’re much bigger than the “cave dweller’s reference guide” says they are!” “Of course! How very interesting!” Ono realized while frightened and amazed at the same time. Rainbow still found it anything but interesting. “Exciting? What is wrong with you?!” “Po-nays! Pwetah Ponay!” The cave troll said while making his way to pick up Fluttershy much to her discomfort with Kovu quickly ducking behind Kyoga for safety with Thorax ducking behind her siblings. “Eek!” He grabs a twig in the shape of a brush before combing her long pink mane. “Pwetah har on dah pwetah ponay.” “Wow.” Kyoga remarked finding it rather odd but acceptable at first. “Okay.” “Yeah…that was…um…” Beshte struggled to find the right words for it. “Well that’s…er…strange.” Rainbow added similarity to the lioness just when the yellow Pegasus is still trembling in the giant’s grasp. “Very creepy.” Ono added still creeped out by the cave dweller. “Hey!” Applejack yelled out to him in her defense. “Put her down ya’ big lug!” “Yes! Put her down this instant!” Rarity also demanded. “Just look at what you’re doing to her poor mane!” “Oh, come on…” Kyoga tried to speak in his defense. “…It’s not that bad.” The cave dweller paid no attention while placing Fluttershy on a hill alongside his belongings. “Next ponay!” He then eyes Rainbow Dash “Ponay!” “Hey!” Rainbow tried to make a break for it but was quickly grabbed and styled her mane into a girly girl with dimples and a bow. This had both Pinkie and Bunga laughing while Kion and Twilight were both horrified by his handiwork. “We’ve got to stop this!” “Agreed.” “Yep, now it’s weird.” Kyoga said with second thoughts while seeing the horrified fashionista. “I don’t know.” Fuli expressed with a stifled giggle. “I think she looks very cute that way.” “Yeah!” Applejack supported that teasing comment at the Pegasus’s expense while amusingly smiling. “Can we let it go on for one more minute? I think he’s about to make Rainbow look like a lil’ darlin’!” “I can hear you!” Rainbow said to them with irritated crossed arms. “You know we love you darling…” “…very much.” Both Karabi and Lite further teased their cyan-eyed friend. “Shut up!” Twilight looked up while speaking to both Applejack and Kion for ideas. “I can use my magic to bring them both down here…think we can make a run for it?” “I don’t know…” Kion didn’t seem to think so. “…he’s got size on his side.” “Pretty sure he’d catch us lickety-split.” Applejack added before placing a hoof over Bunga’s mouth knowing what he is going to say. “And no Bunga, we’re not going to have Kion use the Roar on him so don’t start.” “Aww.” Bunga groaned in disappointment. Rarity cleared her throat before stepping forward. “A-hem. I think I can handle this. Follow me, Pinkie, Ono, I could use your assistance.” “Okay.” Ono obliged while flying on towards her ready to assist when needed. While Rarity stepped forward towards some nearby rocks twigs, weeds, and boulders, Kion turned to Twilight wondering what she is doing. “Any idea where she is going with this?” Twilight simply shrugged in response. “I don’t know.” “Relax!” Pinkie quickly assured them. “Just step back and watch the artist do its work.” Using her magic, Rarity was creating something using the nearby rocks and plants to her liking. “Hmm. Just a bit more moss on that one…“ “Good, good.” Ono commented with a serious eye of observance. “Pinkie? Could you add just a touch more vine on that one? And the part should be to the right, not the left.” Sometime later with Pinkie's assistance, Rarity has just created and presented six pony stone statues. “Ta da! Fine looking if I must say!” She proudly presented her handiwork although some of her comrades looked rather perplexed. “Yeah…” “…looks good…” “…very fine looking…” “…if you’re impressing stone creatures…” Kion, Behste, Ono, and Bunga all commented. “No kidding.” Fuli commented with a rather deadpan expression. “What are you going to do with those?” Applejack asked just when she is being hoisted for her turn in a hair styling makeover with only a nearby root for resistance. “Watch and learn.” Rarity charmingly replied before calling the cave troll with the same tone. “Oh Mr. Trooooooooooooll… I have a surprise for you!” The stone cave troll gasped with hearts in his eyes upon seeing the stone ponies. “Ponays!” He quickly dropped Applejack and started playing with his new “friends” providing Fluttershy and Rainbow an open window for them to escape the shelf they were placed on. Applejack disgruntled at being dropped like that stuck her tongue out in the distracted troll’s direction at the same time Rainbow quickly removed and undid the makeover the troll gave her. Pinkie liked what she is seeing in regards to the troll’s new hobby. “Aww! He has new friends!” “So very thoughtful of you!” Bunga endearingly commented feeling touched himself. “Oh, it was nothing darling.” Rarity modestly spoke before trotting forward. Just then the cave troll was cuddling and fingering a pony statue shaped in Rarity’s design and mane. “I wiw cawl dis one George.” “George?!” Rarity gasped in offended shock. “Aww, how cute!” Bunga gushed and then laughed. “That’s not meant to be a cute name! It has my looks!” Rarity protested just when Twilight whistles to everyone so they can get out of here while they still can. “Come on everypony, everyone. Let’s get out of here while he’s distracted.” “Let’s go!” Kion added while having to gently urge a tearing up Rarity to move too. “But…but…” She whimpered. “Come on, George!” “Let’s go!” Both Rainbow and Fuli smugly smirked at the upset unicorn before they all got away from him. “He wasn’t really a bad lumbering beast, was he?” Fluttershy asked the others once they got a safe distance from him. “Not really.” Beshte replied thinking he wasn’t. “Even if he has rocks for brains.” Ono remarked. “And he did get bits of stick stuck in your mane.” Rarity commented with a snort. “That’s a rather beastly thing, if you ask me.” “Still mad, George.” Kyoga asked with a teasing smirk which was met with a glare which had her stepping back and backing off upon seeing that she doesn’t find it funny. “Okay, okay.” She said while backing off. “He just needed some new friends.” Kion thought lightly of it. “Anyways…” Twilight said wanting to get back on track on their journey while pulling out the crystal orb that has their map. “…Let’s check where we are on the map. I bet we’re almost halfway through the mountain!” While Twilight pulls out their current progress both Scar and Chrysalis do the same via the former’s magic with the latter resting on her couch. “Well, that was very interesting, wasn’t it?” Scar commented to the changeling queen. “Interesting all right, if you like watching the most idiotic creatures get fooled in an instant.” Chrysalis growled at the sight when Twilight affectionately rubs her cheek on Fluttershy’s face for her kindness throughout their journey. Just then the kids are continuing to ramble off more cutie mark suggestions off the tops of their heads much to the queen’s increased annoyance. “Have we ever tried to get our cutie marks in toy making?” Apple Bloom proposed. “I love toys!” “Me too!” Both Shakku and Gumba commented. “I’d bet I’d make a good toy and maybe Kwato would do!” Sweetie thought to herself with a cuddly smile to herself while her zebra friend looking very uneasy at the idea. “Um, no thanks. I’d rather live the rest of my days stuffed.” “That’s what you’re getting from that? The new Ponyville build a zebra shop!” Scootaloo questioned. “No, build a pony.” Kwato corrected. “We could get our cutie marks in troll hunting!” Scootaloo then pressed with a new idea. “But aren’t trolls frightening?” Kambuni trembled. “Not this one.” Mtoto corrected. “…or maybe the second most idiotic creature.” Chrysalis corrected herself while stretching her eye lids in further annoyance to their antics. “At least we can be thankful we’re not surrounded by idiots.” Scar pointed out with little emotion. “If you thought that was bad you should have been there when recruiting the hyenas to help me conquer the Pride Lands.” “Let me guess…” Chrysalis remarked with dull surprise. “…They annoyed the heck out of you?” “That and they fumbled an easy opportunity to dispose of Simba when he was young twice. And I didn’t even know until he returned years later that they lied to me about the second time I sent them after him.” “Wow, I stand corrected.” Chrysalis voiced now somewhat surprised with their incompetence. “Yes, and thinking back, I don’t know what I was thinking sending them after him when I had the chance to kill him on the spot.” Scar recalled said memory of him restraining himself from sinking his claws into Simba’s back when he was crying his heart into his paws. “But I thought to myself, Zazu should be coming too after recovering a face first hit to the wall and alerting the lionesses about the stampede.” Scar in the past was deep in thought questioning himself just after sending the hyenas after his nephew. “So there I was thinking, I can’t risk getting caught red-pawed, so I better send someone quick before they arrive.” “Make’s sense, although your paws look more orange than red.” Apple Bloom remarked while getting his attention. “So you probably would have been orange-pawed if you were caught.” “Noooo. His orange fur got more of a reddish-brown touch to it.” Scootaloo corrected. “Well technically it is reddish-orange so he’s technically red-pawed.” Gumba added. “Oh, what does it matter, he didn’t do the crime so he wasn’t caught.” Shakku threw in. “But he still considered doing it.” Mtoto pointed out before turning to said lion in front of him. “And that was a very bad thing to do, Scar!” Mtoto then backed away in fear of the lion when he slowly approached still looking stoically directly in the eyes. “Yes I did, and I will admit you’re a smart and brave little elephant, Mtoto. But you must realize that I’m fully accustomed to this sort of thing so don’t expect a medal of honor for your feeble attempt.” The young elephant released a scared gulp silently pleading not to be hurt before said lion turned away leaving him in the comfort of his friends who are all cowed into silence. “Phyrnax!” Scar called for him who immediately appeared before him and Chrysalis. “Take a few changelings to the caves leading to the changeling kingdom and split a few cracks into their path together if you know what I mean. Zira and the others will there be there to help out.” “Because it is time to have a little fun with Twilight Sparkle and her Lion and Pony Guard friends by throwing a little wedge in their little party.” Chrysalis added. “Pinkie Pie loves parties!” “And Bunga sure loves a good chocolate banana split ice cream!” Both Apple Bloom and Gumba commented cheerfully which earned them a stern look from the changeling queen. Scar ignoring their comment then pressed forward pressed forward with seeing to it that the small group of changelings gathered ready to fly over. “You all know what to do?” “Yes, sir. Yes ma’am.” The leader of the group obliged to their commands. “Then go!” Chrysalis commanded. “You have your orders! And we’ll be watching!” The changelings were all able to get to the caves where the Lion and Pony Guard are traveling by some statues they have come across along with some more skeleton heads which had both Fluttershy and Kovu visibly disgusted. “It all looks pretty easy from here.” Twilight said to everyone while continuing to lead the way while the changelings sneak their way from above unnoticed to group up with the Outsiders waiting for their leader's signal. “Just keep going straight and we’ll be out of the caves in no time!” "Everything set?" The lead changeling of the group asked. "Ready when you are!" She reported before spotting the Guard walking together at the right spot. "Ready?" She asked the other lions who nodded all ready for her command. Just then on cue Zira quietly whispered with a very teeth sporting and blood thirsty smile. “Now!” to the other Outsiders along with two of her children and the changelings from above and outside the cave stomp and jump on the ceiling to create a cave in which was felt from inside when they all sensed the crumbling. “What’s that?!” Bunga turned to the others. “Oh no! Do you think there’s another troll?” Fluttershy worried. “…I don’t think it’s a troll…” Beshte correctly theorized. “…it’s not…” Kion confirmed with growing alarm in his tone of voice. “…it’s a….” Ono added. “…it’s a cave in!” Rainbow screamed when giant boulders start to fly down and crush everyone down below. “Run for it!” “No!” Twilight tried to insist otherwise. “Try and stay together! Come back!” But it was no use since everyone split into smaller groups with Fluttershy quickly swooping in to fly Twilight, Kovu, and Ono out of harm’s way just when a huge pile of rocks come crashing down beside them forming a great big wall in front of them. “Pinkie Pie, Bunga, Beshte, Rainbow Dash, and I are here, is everyone else okay?” Kion called to everyone. “Rarity, Kion, and I are over here!” Applejack called from their blocked off part of the cave. “How about you Twilight?” “Fluttershy, Ono, Fuli, and I are okay!” Twilight reported with a sigh of relief that they nearly dodged a bullet there while wiping the sweat off of her forehead. “So are we!” Thorax called out to the others accompanied by the sibling trio. “Glad to hear everyone is okay!” With that, Twilight quickly gave instructions for everyone. “Move deeper into the caves! I’m looking at the map…it looks like there’s an opening near the exit where all the tunnel’s meet! We’ll meet there and get out of here? Okay?” “Got it!” “Will do!” “Then let’s go!” Beshte, Kion, and Fuli stated in agreement before the four groups all head forward with their respective groups… …all while being watched by changelings from just above. “Yeeesss…Now it’sss time to have sssome fun…” One of them declared before they all changed into mean duplicates of the main cast themselves ready to play mind tricks on them while the Outsiders move to sneak out of the tunnel unnoticed. "Earth to lion! Earth to lion! This is skinny and scraggly here!" Nuka whispered to the rooftop. "The bananas are split four ways, cue the vortex." "What?!" Chrysalis's voice spoke to them rather dumbfounded by what he just said. "Are you all in trouble?!" "No, no, no." Nuka quickly shook his head before properly explaining himself. "The Guard has been split up into four teams, have Scar conjure us a ride out of here and back to the lair." "Seriously?" Chrysalis groaned at his unintentional false alarm before turning to the head of their team. "Scar, would you mind?" Scar does so without even looking at her with a single raised paw which allowed everyone to stealthily escape back without being spotted. "Nobody like's code names anymore." Nuka sighed sadly before joining his family into making their way back to the lair for the next part of his master's plan. "Maybe if they weren't so embarrassingly worded that way." His sister pointed before being the last lion to leave the ruins just when the vortex closes up and vanishes into thin air. On the first path, where Rainbow, Bunga, Beshte, and Pinkie are both Rainbow and Beshte lead the way while both Pinkie and Bunga trail behind while treating this as a non-issue. “Pick up the pace, Pinkie, Bunga! I think there are snails in the cave that are lapping us!" The blue Pegasus attempted to urge them to do so. “I bet snails are so slow because their shells are too heavy. If they had balloons tied to them, they’d be much faster!” Pinkie openly thought. “That could be possible!” Bunga agreed then thought rather eagerly at the mention. “Ooh! I wonder if there are any snails nearby so I can snack on them?” Rainbow was left mind blown by what they said before the former spotted something down below. “Hey! Look! There’s Applejack, Kion, and Rarity. I bet if we had a balloon, we could get down there!” “Yes, if only we had a balloon.” Rainbow sarcastically remarked in annoyance. Beshte turned and saw them, or more accurately who they think are their friends and smiled as he called out to them. “Hey Kion, Applejack, Rarity, over here!” “Whatever! Don’t care!” Fake Kion callously dismissed much to the hippo’s surprise. “Okay, I guess I see you over there.” Beshte then said trying to shake off what he just heard. But his response didn’t even get an answer back from the fake lion prince. He then turned to Rainbow who was equally confused. “Was it just me or did my eyes take in some dirt from that cave in?” Rainbow examined his eyes and found nothing wrong with them. “Nope, your eyes are fine. We just need to get down so we can join them.” She then placed her weight under Beshte’s along with Pinkie with Bunga sitting on top of the hippo while they prepare to make their way downhill towards them. “Hold on!” It took quite some double down lifting on both Rainbow and Pinkie’s part but she was able to safely bounce her way down. She was able to give Rainbow the assistance she needs in order to safely move the Lion Guard’s Strongest down the hill who likewise was able to muster enough strength to do the job. “That was fun!” Bunga remarked with Rainbow glaring at him since he did zero work in helping out. “What?! I’m not the Lion Guard’s strongest!” “At least that was faster than a balloon.” Pinkie commented. “I bet Snails would love you to fly them around!” “What is she getting at?” Bunga asked the irritated Pegasus above him. “Nothing.” She answered before turning to the randomly speaking mare. “And are we still on that?” Deciding it was best to press forward they turned towards their friends’ doppelgangers only they were greeted with a rather unexpected reaction since they don’t know who they really are. “I’m just glad I didn’t get stuck with Rainbow Dash.” Fake Applejack expressed with a mean smirk while Rarity snickered. “I can’t stand that pony. She’s so full of herself.” “Ugh. Or we could have been trapped with Pinkie Pie or Bunga.” Fake Rarity added. “Can you imagine how awful that would have been? I’ve never met a more annoying pony.” “Or honey badger in that regard.” Kion added rather dismissively. “I can’t believe I even wasted time with him and Pinkie. Those two make me sick inside.” “Come on Kion.” Beshte attempted to reason with him. “Surely you didn’t mean that.” “Oh I meant every word.” He asserted while refusing to look at him. “And if I were you I suggest you take like a plane in Big Springs and get lost.” Hearing this had Pinkie and Bunga reduced to tears with the former’s poofy mane deflated and sparked fire in Rainbow’s eyes while Beshte was still mind-boggled trying to understand what had just happened. “How…what…I thought we were friends! How dare they!” Rainbow spoke enraged by what they just said. “I…I’m annoying? Why hasn’t anyone told me about that before?” Pinkie cried. “Me too? And why didn’t Kion do anything back there. I’m his best friend alongside Twilight!” Bunga added in tears while the three changelings quickly duck for cover from the nearby shadows. “Well, who needs those jerks?” Rainbow then stated in a snorted huff before leading the way with both Pinkie and Bunga following him. “Not us. Let’s get out of here…without them.” “But Rainbow…” The Guard’s Strongest tried to speak with his heart for them still strong even when still stung by their remarks. “…surely this has to be some kind of mistake.” But Rainbow wasn’t in the mood to listen. “Sorry to break the news to you buddy, but our so called friends made it clear of what they think of us.” Rainbow then pressed forward with Pinkie following after her still very hurt and saddened by what she heard. “I just don’t know how any pony could think I’m annoying…I’m delightful!” “Me too!” Bunga choked in tears. “What the heck just happened?” Elsewhere in the caves, their mean duplicates spotted Twilight, Fluttershy, Fuli, and Ono making their way down their path. “Man I can’t stand Twilight. She’s such a know-it-all egghead! Along with that nosy beaked egret, Ono.” Mean Rainbow started. “What?!” Ono questioned finding that insult coming from out of the blue. “And what about Fluttershy? She’s scared of her own shadow! She was so useless to bring along…” Fluttershy was left hurt and curling her long pink tail to herself while wiping the tears that were forming on her eyes while Twilight was left visibly stunned hearing that. “Why…why would they say things like that?” Twilight asked sounding hurt. Before either Fuli or Ono could say anything about it they heard both what they thought was Bunga and Beshte talking bad about them. “Egghead! That’s Ono you’re also talking about! You should have seen how mad he got when I threw an apple pie behind his back!” “Maybe should you try that with Fuli and make her trip up and hurt herself. At least she wouldn’t be running off ahead and leaving us alone in the dust if we were to come across a family of baboons she hates so much.” “What?!” Both Fuli and Ono exclaimed in offense. “How dare you!” They shouted in the direction of the voices they heard. Elsewhere a few caves over… Are their mean clones talking to the real Applejack, Rarity, and Kion. “Applejack is acting like she’s in charge of this whole thing? Hmf!! Like she has the knowledge or the magic to defeat anything. She’s kidding herself.” Fake Twilight said in her direction which had her halting on the spot. “I can’t believe Rarity even came.” Fake Fluttershy expressed with a malevolent grin. “Even if her sister is in trouble, I didn’t think that would matter more than keeping her hooves clean.” “And there’s the fact that Kion’s only leader of the Lion Guard because he has that Roar of his.” Fake Fuli added rather mockingly. “Without it he is capable of getting attacked and beaten by cute little kittens.” “And he has the nerve to call himself a leader after all of that.” Fake Ono added rather crudely. “Why call it a Lion Guard when there is only one lion or really one lion who’s leading a bunch of children like us in the face of danger?” Hearing this had the trio enraged with to the point their eyes were colored red briefly. “Kidding myself?!” Applejack angrily snorted steam from her nostrils. “Wha…Fluttershy…How dare she!” Rarity added just as angrily. “Fuli! Ono!” Kion shouted in their direction yet finds their mean clones are not there. “Grrr!” “Let’s get out of this mountain and go get our sisters and our fellow fans. We don’t need their help.” Applejack declared to the two who both nodded in agreement. “Let’s.” Kion heavily stated in agreement still fuming before setting forward. Shortly afterwards, all four groups have finally reached the end of their split paths and managed to regroup just in front of the cave’s exit but by then the damage done by the changelings has already taken its toll and everyone’s tension towards each other is at an all-time high. “Finally the exit!” Twilight happily said upon seeing the light at the end. “We can get out of here!” “Finally, I can’t be more than happier to get out of here more than ever!” Kion bitterly remarked in her direction. “Huh?” “We all found the exit without your “knowledge and magic.” Le de dah.” Applejack further hissed at the unicorn. “Hey! There’s nothing wrong with magic… or being smart!” Twilight defended. “I thought we all agreed on that.” Ono said trying to understand why they along with Rarity are giving her, Fuli, and Twilight dirty looks. “Geez, who’s been getting under your skin?” “You guys, that’s what!” Bunga shouted at Kion who was visibly caught off-guard by his sudden verbal attack. “Treating me like a friend when really you were annoyed with me the whole time! I can’t believe you would say that to your best friend!” “What?” Kion asked trying to understand why he would even say that to him. “Of course I'm your best friend and I always treat you like a true friend!” “Sure you were.” Bunga returned unconvinced thinking it’s a ploy for a hurtful prank. Kion could not believe by this sudden 180 and neither could Thorax, Kovu, Kyoga, Karabi, and Lite. “Of course!” Applejack asserted in Kion’s defense. “You know he ain’t no liar and neither am I!” “Hmm!” Rainbow scoffed in the earth pony’s direction. “Maybe you’re the one being “full of yourself!”” “Wha…” Applejack likewise was confused of what she was talking about. There Twilight suddenly attacked her verbally. “Stay out of this, Rainbow. Oh, I’m sorry. Am I too much of an egghead for you? Should I use smaller words?” “Or better yet…” Ono flew up to the Pegasus’s face just as angrily. “…should someone more smaller tell you that himself, like me?!” Kion immediately got in between them while confronting the sharp-eyed bird. “Leave her out of this! Now how about you explain to me why you and Fuli felt the need to insult me within earshot, huh?” “When did we…?” Ono tried to question before being cut off. “Oh you know exactly what I’m talking about!” Kion threateningly snarled in his direction which had him yelping in response. Fuli quickly rushed to his defense ready to fight him if he moved to attack. “Take it easy Kion…” She warned in a low tone. “…don’t do this…” “Yeah, come on, we’re all friends here.” Beshte added trying to ease the growing tension within. But it proved futile when everyone minus Beshte started yelling and arguing with each other. During this Kovu quickly ducked behind the other’s finding it rather terrifying and heart wrenching while Thorax thinks to himself trying to wonder why this is happening while still visibly uneasy seeing this. “QUIET!” Kyoga suddenly shouted to everyone to stop. “WHAT?!” Everyone minus Beshte and Fluttershy angrily demanded. “Why are you all fighting?!” “You’re all supposed to be friends!” Both Karabi and Lite chided. “Well whatever happened back there shows we aren’t acting like it.” Twilight snarled back with her scar emitting smoke once more which had the two backing off in slight fear of her. “Well, I’m just going to keep my mouth shut...” Pinkie bitterly stated. “…I wouldn’t want to annoy anyone!” “And another thing…” Rarity added with her head up high before moving forward. “…I am not afraid to get my hooves dirty…I just don’t like it.” “Well I’m glad to hear that… because they’re dirty now!” Applejack remarked. “What?” She exclaimed in sudden disgust with what she stepped in. “Is that water?” Kion asked upon seeing it. “No, it’s warm, like someone drooled here.” Rarity corrected while desperately shaking off what she stepped in. “Saliva? From whaaattt….?” Ono asked before spotting something very frightening in front of them. “Hapana!” “Hevi Kabisa!” Kion exclaimed at the horrendous sight. “Uh…girls…” Twilight began upon seeing what caught the keenest of sight’s attention. “…what has 8 legs, weaves a web and is looming over us right now?” Pinkie suddenly in a cheerful mood had her mane restored to its poofy state before answering. “Oh! Oh! I know this one…is it, um… a turtle?” “Try thinking of something bigger.” Bunga answered before getting wide eyed at the sight in front of them along with the others. “But really big. And something I really don’t wanna look at.” He added while covering his eyes. “Like what?” She asked. “A spider!” Fuli quickly answered while backing away slightly in horror. “A really huge and creepy spider!” But Pinkie was still confused until Bunga opened his eyes and pointed to the opposite direction of her. “What do you mean? How can a spider be that big…” She then turned and looked at what everyone is dropping their jaws at and suddenly followed suit. “…Oh! That’s how! Thanks for the hint, giant monster!” “I looked!” Bunga exclaimed once more before slowly backing away with the others from the giant blood red creature with eye patches on his two right eyes, a brown mustache, along with a black and brown stripped sweater and hat. And from the looks from the ceiling from above, he’s not alone since he has a half dozen allies climbing down alongside him. “Oh!” Fluttershy immediately recognized it. “Actually, it’s a giant tarantula! I’ve heard they’re very even tempered for being a monstrous arachnid…” “Are you the egghead now?!” Rainbow exclaimed while ducking and covering her eyes not wanting to see what everyone is seeing. Nevertheless, Fluttershy moved towards the tarantula with the hopes of sharing kindness to him while a blue colored and goofy looking spider with buck teeth borrowed the cowgirl’s hat much to the earth mare’s annoyance. “Um, Fluttershy…” “…Maybe you shouldn’t…” Both Ono and Kion tried to persuade her against it to no avail. “Relax…” Fluttershy remained positive that it’ll work. “…he’s probably just a big sweetie, just like the troll!” She moved to affectionately scratch him on the mustache… ...only for it to be mean with a killer look and growl that intimidated her instead. “Or maybe not.” She then shrieked and then quickly ran off with Rarity following after her. “Yep, totally a big sweetie.” “A real big one to match.” Both Ono and Kyoga sarcastically remarked while the giant insects move to corner everyone. “Bring it on!” Rainbow challenged upon facing a green spider with black sideburns, a green golfing cap and matching large buck razor sharp teeth, ready to fight her alongside Kyoga. But the spider playing dirty quickly moved to entrap her to the wall in a freshly made web with Kyoga barely dodging the attack. THWIP! “Um…Come on Twilight, you can take ‘em.” She said rather annoyed that she was taken out that quickly. Said spider quickly joined his blue colored companion wearing a black tuxedo and top hat in cornering Rarity, Fluttershy, and Ono with the former trying to assert her ground against the creepy crawlers. “Alright, you creepy…things.” Ono defiantly began. “Here are the rules…” “Rule one…” Rarity said. “…No mussing of the hair or hooves…” THWIP! “…Oh, come on! I said no mussing of the hair!” Rarity complained upon being webbed to the wall with both Fluttershy and Ono. “Apparently, these spiders have no respect for us.” Ono flatly remarked. Fluttershy is still the only one smiling with further knowledge of them under her belt. “Did you know that spider silk is half as strong as steel? It’s really amazing…” “Who are you, Twilight?” Applejack suddenly interrupted in the midst of attempting to fight them off. “I don’t suppose your freaky knowledge of spiders can tell us something about getting rid of them?” “Like right now?!” Fuli expected while swiftly dodging every one that tries to lay a leg on her. “Hmm…” Fluttershy thought along with Ono before speaking. “…I guess birds like to eat spiders, but I don’t really condone that…” “Great…” Applejack took it anyways albeit sarcastically since there are no known giant chickens nearby. “…all we need is an 80-foot tall chicken and we’ll be all set.” She then managed to regain her hat while delivering a buck kick to the goofy spider that nabbed it from her. “Buck-a-Doodle-Do!” She then cheered in excitement. “Take that you creepy critters! Yee-haw!” But her gloating opened the door for her to be webbed by them. “Applejack, look out!” “Twende Kiboko!” Both Fuli and Beshte tried to quickly come to their defense and managed to knock away the spiders that pinned the farm pony to the wall but were left vulnerable to be webbed by the giant red spider still remaining. “So much for that.” “And this sure ain’t a fair fight anymore.” “No kidding.” All three commented upon being webbed leaving Twilight, Pinkie, Kion, and Bunga remaining along the trio of siblings and Thorax. “Come on, Pinkie, Bunga, Kion, we can do this!” Twilight confidently turned to them. “Let’s.” Kion stated ready for that fight along with the others well expect for Thorax and Kovu. “Oh! I have an idea!” “Yeah! Me too!” Both Pinkie and Bunga happily brought up before the latter rides on the former towards one of the tunnels nearby. Needless to say not one of their friends liked that one bit. “That was your idea?! To run away?! Get back here!” “Bunga!” Twilight and Kion shouted after them. “How do you like that? They danced out and deserted us!” “Well you have to admit, they weren’t bad.” Karabi and Lite added with their input. “No worries…” Kyoga then said undettered ready for a fight with magic fired up from her claws. “…we can take them!” Getting the idea, Twilight along with Karabi and Lite follow suit and power up with their paws and horns all charged up ready to fight. “You can do it!” “Come on Twilight! Woohoo!” “Get him Kion!” “Get that brute!” “Hit them hard!” “Yay!” “Get him!” “Knock them dead!” Rainbow, Fluttershy, Fuli, Rarity, Applejack, Beshte, and Ono all cheered for them. “All right everypony, its magic time!” Twilight seriously said before launching a hot wave of magic right at the group which sent most of the group flying backwards with the red spider being the only one pushed by slightly from the force of the impact. Kyoga and her siblings followed it up with more magic to the face to disorient it when they all attack him from the sides and his un-patched eyes. And with full focus and concentration, Kion worked and then leaped at the spider to slash his claws on the struggling giant trying to stay on his feet before finding himself slamming into the back of the walls behind him. The spider was able to get back up on its eight legs before moving to approach before suddenly being met face to face with another spider that appears and looks just like him. “Huh?” Was all the spider could say in his mind before suddenly being thwipped against the wall with a sticky web. The spider then struggled with his restraints when his duplicate removed his disguise returning to his changeling form. He struggled until he managed to work up the strength to free himself still not giving up on this band of heroes putting up a fight while panting heavily. But before anything else could happen, loud rumbling was heard nearby. “Oh no, not another cave in!” “We can’t move, we’ll be crushed!” “We’re all sitting ducks!” Rainbow, Applejack, and Ono stated in worry when the sound of footsteps get closer and closer to them with a sudden and familiar voice came in their direction. “Po-nays!” The cave troll from earlier came bursting inside with his eyes set on the giant red spider. “Pinkie Ponay say fuzzy teddy ber in er’!” “That’s right! And he’s right over there!” Bunga added while riding on the pink mare’s back who leaped off when the giant immediately grabbed the spider and brought him for a big tight hug. “I wiw’ name him Fluffy!” He declared while dragging the spider away against his will. “Bye Jim! Thank you!” “Thanks a lot, Jim!” Both Pinkie and Bunga gratefully called after him while he makes his leave. “You two named the troll…Jim?” Rainbow asked them in disbelief. “No, silly. That’s his name!” Pinkie happily replied. “And you know this…how?” Kion asked trying to understand it more. “Because we asked?” Bunga answered to which had his friend baffled by their response. “Who would have known?” “Nobody apparently…” Ono spoke feeling like she somehow should have seen that coming while Rarity looks on rather uninterested. “…and not that the conversation isn’t fascinating…” “…but can we get a helpin’ hoof over here?” Applejack finished rather annoyed of still being in a sticky situation. “Please?” Fuli added with a grain of politeness. “Because some of this stickiness is starting to ruin by coiffure.” Rarity complained. “Of course!” Twilight immediately turned to them with her horn flared up starting with Fluttershy and Rarity’s binds with Kyoga, Karabi, and Lite pitching in to help the others. “I’m a little disappointed that “Fluffy” was so mean.” Fluttershy voiced while looking aside of having judged him wrong. “Most spiders are so docile…” “And I’m sure we can say the same for most lions and guess how many aren’t.” Ono dully commented. “Yeah.” Kion agreed with him there with all things considered in the royal family. After a few unsticking spells later, everyone was finally able to make outside through the exit with Rarity the only one left still cleaning up her own mane still making sure 100% of all cobwebs are all out of her tidy and precious mane. “Okay, Rarity, I think you got all of the cobwebs out of there.” Ono once more tried to tell her. “You’ve already put in your special mane conditioner and gave it good soak and brushing for five solid minutes.” “Well you can never be too careful, darling.” Rarity paid no mind and continued tidying her mane so more with her magic. “Ugh!” “Wow, Pinkie, that was quick thinking!” Applejack then said to the pony who came to everyone’s rescue. “I have to admit that was really impressive!” Kion added towards Bunga. But then Rainbow brought up. “Of course, we’d never had to go through any of this if we’d gone over the mountain…” She then turned to Twilight with resentful “I told you so” look. But Twilight wasn’t having it when she asserted herself. “I told you, over the mountain would have taken too long!” “And going through it was some picnic?” Applejack sarcastically remarked taking the Pegasus’s side on this before approaching the unicorn with an accusing hoof in her direction. “And I think you’ve just proven we can’t trust you to make the decisions around here!” “What?!” Twilight responded taken aback by that. “And I suppose it’s because I now have a scar over my eye?!” She demanded while said eye emits smoke once more while getting nose to nose with her. “Well?! Go ahead! Say it!” Applejack gulped with a little sweat from her forehead before continuing to stand her ground against the ticked off unicorn. “Now hold on just a second…” Kovu spoke up trying to ease the tension between them. “…why don’t we just talk this out…” “Stay out of this…!” Applejack fired back. “AAH! She then screamed and moved her left front hoof in pain due to Twilight deliberately stomping on it. “What the hay, Twilight?!” “Leave him out of this!” She stated in his defense with a look of hatred directed in her eyes. “Now one more time, look at me, and say that again!” Said scene being currently watched by Scar and Chrysalis both watch on in anticipation of their little stare down. “Ooh! This is getting good!” The queen remarked while munching on popcorn. Just then Kyoga once more tried to force them to stop. “Enough! Both of you!” “Stay out of it, Kyoga!” They both snapped at her before they along with most of the Guard all started shouting and arguing with each other due to the hurtful insults they were really said by the changelings who said them all in the first place while acting as their imposters. “Well I got to say…” Chrysalis then said while watching the Guard come to blows with each other. “…this is more entertaining than anything I’ve seen in years. What would be more fun than watching twelve friends become twelve enemies?” “I’d say there are quite some more that I could think of.” Scar added his input while toying the thought in his mind and eyes shifted to the side. Just then the kids once more spoke up with their inputs on the manner. “I think tennis would be more fun.” “Or badminton.” “Or playing pretend Lion and Pony Guard.” “Have you tried bocce ball? That’s really fun!” “So is baobab ball! We play that game almost all the time with Kion, Beshte, and Bunga!” Scootaloo, Sweetie Belle, Kwato, Apple Bloom, and Mtoto all traded. “No I haven’t!” “How does it work!” Both Gumba and Shakku turned to the fillies who start rapid-mouth explaining it to them with the changeling queen’s irritation with them further increased. “Just a couple more days with them and they’ll be out of your mane.” Scar reassured once more. “You’re right.“ Chrysalis voiced with a resolve. “I can do this.” Back outside the temple, the Guard is still arguing with the power struggle between Twilight and Applejack continuing with control over their provided map. “Well, miss “Let’s go through the mountain.” I think someone else should be in charge of the map for a while. I vote me.” “I’m the one that has the magic to call it forth…” Twilight countered while keeping it out of the farm pony’s reach. “…what are you going to do, carry it around with your teeth?” “It’s gotta be better than following your directions.” Applejack voiced still insist on taking charge. “Yeah!” Kion agreed while getting in between the two and attempting to snatch the map from the lavender mare’s magic. “Mine!” Twilight quickly wrestled it out of the prince’s claws before using her magic to pin the cub to the ground. “Oh, so now you’re taking her side on this?! What happened to listening to your best friend? Or better yet the friend you don’t trust anymore!” Kion struggled against his restraints while refusing to give up. “The kids that look up to us are over there! Someone needs to save them!” “Then how about giving me the benefit of doubt or have you forgotten what happened back at the wedding and the Savannah Summit?! Think about what your father would say if he were here! He would be very disappointed in you…again!” Kion gasped while clearly stung by that remark like he wanted to cry because clearly that hit him to the core and had him growling back in response to the words coming out of her mouth. Fluttershy trying to take a turn playing peacemaker stepped in between the two ponies snorting steam ready to duke it out. “Everypony and everyone just needs to take a deep breath and calm down…I’m sure we can work this out…” But Rarity was quick to get up in her face for it. “Work it out? Why? When some of you seem to think we wouldn’t even get our hooves dirty to save our own sisters?” She scoffed before joining Applejack in straying away from the others. “Since we’re obviously getting nowhere, Rarity and I are going to do this without all of you. Go home. We can save our sisters and our fellow Pride Landers without your help or your magic.” “Applejack, Rarity?!” Karabi tried to speak up in protest against this. “We need to stick together?!” “We’re a team!” Lite further supported his sister’s argument. “Not anymore!” Kion stated angrily which earned gasps from the others as he moved to join Applejack and Rarity. “Because I’m done doing things together!” “What do you mean?” Beshte softly asked wishing that he didn’t mean it. “We always take on missions together!” Bunga reminded while trying to urge him to retract his previous words. “Well obviously we’re not acting like a team and I’m not about to lose any Pride Lander to Scar and Chrysalis!” Kion snarled back at the stumbling honey badger. “So you all can just back off and leave us alone because I’m done with you all!” “Kion!” Fuli gasped in horror upon seeing him turn his back on the others before joining Applejack and Rarity and going their separate ways but not without Kion shooting Twilight a dirty look at her who likewise returned it in kind. “Well, who needs you?” Rainbow shouted in their direction clearly stung with anger by this heartbreaking decision. “Fine! Leave!” “Good riddance!” Twilight shouted after them clearly incensed by Kion’s declaration before turning to Rainbow with a heated look in her direction. “And so now you’re on the side of “egghead” now?” Rainbow was confused of what she meant by it. “Sure why not?” “Any cloud in a storm, huh?” She further pressed with her temper rising once more. “What? It’s not raining…” “…Not a cloud in the sky…” Both Pinkie and Bunga pointed out while looking up at the sky. Just when Rainbow tried to understand Twilight’s point she is suddenly tilted backwards when the latter yelled something in her face. ”Well, I have news for you. Fluttershy, Fuli, Ono and I don’t need you!” “Twilight?” Kovu pleaded. “Not you too?” “I’m sorry Kovu…” Twilight said to him as pleasantly and calmly as possible to him before continuing in anger… “…but I’d rather take on Scar and Chrysalis with someone I can trust than continue on with a bunch of so called friends who are quick to cast me aside!” Twilight then stormed off ahead with Fuli and Ono quickly following suit with the latter quick to with one last word to Rainbow. “And for your information, an egghead can make it further than some brash and cocky pony who gets her head far up her flank. So maybe consider try using your brains in tackling obstacles going forward.” Ono then flew off in a huff with Fluttershy reluctantly following after the others just when Twilight conjures her magic to teleport them away. “Twilight!” “Wait!” Both Kyoga and Rainbow called after her to no avail. Kovu was left crying from seeing all of this, devastated that a huge misunderstanding lead to another crack in their friendship. “What just happened?! This doesn’t make any sense!” “I don’t know!” Kyoga returned while tending to him before turning to Thorax with a thought occurring to her upon eyeing him. “But I have a feeling that I might know someone who does.” “What?! Me?!” Thorax stuttered. “But I didn’t say anything to do them!” “No, no, no….” Kyoga quickly corrected. “…sorry, I meant your former changeling friends.” “Oh…” He thought before realizing. “…Ooooh! Suddenly it all makes sense! Oh, I can’t believe I didn’t think of this sooner!” “I can’t believe they left us! With no map!” Rainbow expressed with wide-eyed shock that what transpired still happened. “I can’t believe Kion ditched us like that!” Bunga expressed rather hurt by what the Guard’s Fiercest has just stated before leaving with both Applejack and Rarity. “We’re his friends!” He then looked like he was going to cry himself before turning to Beshte pleading the only friend from the Lion Guard won’t do the same like the others. “Do I quit being friends too, Beshte?” “Of course not, Little B.” Beshte warmly smiled to which cheered him up immediately. “Friends don’t quit.” “Exactly!” Pinkie immediately bounced before turning to the distraught lion cub. “Now come on and wipe away those tears and show me that smile of yours.” She encouraged him before making funny faces and then balancing herself on a unicycle wearing clown makeup and juggling pies while doing so. After thirty seconds of her routine she ended up losing control and ended up falling over and back “Oof!” The pies she accidentally tossed up ended up splattering on Rainbow Dash instead one by one. “Mmm.” Bunga smiled while tasting the filling of one of the pies from the annoyed Pegasus’s face. “Tasty.” He then moved to continue eating more pie off of her until she immediately shook her fur clean off before glaring at him. “Will you stop that!” “Sorry.” Kovu laughed feeling much better already thanks to the Guard’s most laughable and funny member of the group. “Thanks Pinkie. I really needed that.” “No problem.” She felt pleased enough with the satisfaction of a job well done. “It’ll be okay.” Kyoga said to the lion with an endearing smile to him. “We just need to group with them and get everyone to make up once they all had enough time to cool down.” “But how do we know where they are going?” He asked still uncertain. “Yeah!” Rainbow exclaimed upon realizing their predicament. “Twilight took the only map with her and we have no idea where we are!” Pinkie scoffed it once more as one biggie. “Where we’re going, we don’t need no stinkin’ map!” “Yes, yes we do need a map! We have no idea where we are.” Rainbow further argued in exasperation. Pinkie however, was still certain they know the way from here. “I know where we are!” “You do where?” Pinkie pointed towards the nearby forest named Forest of Leota in front of them. “We’re in the woods, silly.” She answered before bouncing and hopping forward to lead the way. “Come on!” Rainbow gave a reluctant sigh in her direction before turning to the others. “We’re right behind you, Pinkie!” Bunga called after her while quickly running over to join her. “Hey can I ride on your back while you hop?” “Yeah, sure!” Bunga immediately hopped on her back mid-bounce before finding himself enjoying the ride like he’s riding a ride at a carnival. “Woohoo!” Rainbow having turned to the others who all follow after her is wondering how they are going to find their friends until Thorax answered. “We don’t have to worry about finding them since we know exactly where they are all going and you’re looking at someone who knows where to go from here.” “Okay.“ “We just got to go south through the forest and from there it’s just an hour to the changeling kingdom.” He further explained with Rainbow flying beside him. “Okay.” She repeated feeling a little better with some sense of direction. Kovu trusting Thorax on this one then turns to Kyoga with something else on his mind. “Do you think maybe one or two of us should go over and find the others and maybe talk to them into getting everyone to forgive each other?” “I think that’s a good idea.” Kyoga took in his suggestion in full agreement before turning to her siblings. ”Karabi? Lite? Can you both each get a feel for where the others have gone and regroup with them?” “Of course!” Karabi and Lite nodded before they turn to each other to decide who’s following who. “I can use my magic to get a good sense to where Twilight, Fuli, Fluttershy, and Ono went.” Karabi voiced her pick. “And I can fly ahead and spot Applejack, Rarity, and Kion from above.” Lite likewise agreed with her decision before deciding how he’s going to find them. “Sounds good to me.” Kyoga agreed. “See you both there?” Both her siblings embraced her with a warm hug before setting forward with playing catch up to the two separated parties. “See you there!” With a flash of magic and a flap of wings, both Karabi and Lite went their separate ways to find the rest of their friends with the hope they can mend the fences broken thanks to the changelings… …all while being monitored by both Scar and Chrysalis. “Oh, don't worry about that, Kyoga. You along with your brother and sister can be sure to count on that.” The former said very sure yet will still work out in his favor in end regardless of what happens next…