Kung-Fu Equestria 3

by Lady Umbra


Tirek Attacks

The morning sun shone through the window of Shining Armor’s home. The white unicorn stirred awake before removing himself from his bed. Yawning, he moved through his home before peeking into his daughter's room. Shining Armor smiled as saw the alicorn sound asleep with the Rainbow figure in her arms.

Shining moved to the room holding his long lost sister. However, inside, the unicorn only found a made bed and an empty room. Shining almost panicked, before noticing a series of books on the nightstand. Immediately Shining realized where his sister was.

“Library,” Shining stated before putting on a shirt and pants before leaving for the villages library.

Inside the library, Shining saw a mountain of books with Twilight sitting on top. Her nose was buried in a book, and her brow was furrowed in frustration.

“Spike, have you found anything?” Twilight called out.

“There are three books that mention Chi,” Spike called out, holding three books in his arms. “But none explain how to channel nor master it.”

“Have you guys been up all morning?” Shining asked, grabbing their attention.

“They’ve been here all night,” The village librarian called out from behind her desk; a unicorn mare with a light yellowish gray coat, red hair and tail with purple highlights, purple eyes, and hair tie of a crescent moon and three stars.

“All night?”

“Yes, please ask them to leave,” the unicorn pleaded. “They’ve gone through almost every book in the matter of hours! They are not normal.”

“Don’t worry Moon Dancer,” Shining said assuredly with a smile. “I’ll get them away for a few hours.”

“Thank you Shining,” Moon Dancer said in relief.

“Hey guys,” Shining said, but only Spike heeded his call.

“Hey Shining,” Spike greeted. “Hang on, let me get Twilight’s attention.”

Spike lifted one of the books in his hand and hurled it at the Celestial Warrior. Shining almost screamed… but Twilight grabbed the book without so much as a glance.

“What is it Spike?” Twilight asked nonchalantly, pulling herself away from her current book.

“You think you could spend some time with your brother,” Shining asked.

“I will, once I find the book that reveals how to channel my chi,” Twilight replied.

Shining grimaced, before an idea came to him. “You won’t find it among these books,” Shining insisted. “It’s been handed down in our family.”

Twilight paused, before jumping down from her pile of books. “Where is it?”

“In a secret place,” Shining replied coyly, stepping out of the library and grinning as Twilight followed. “A secret place you can’t access until you’re ready.”

“Shining,” Twilight argued. “I need to master Chi in order to stop Tirek.”

“I’m sorry Twilight,” Shining said. “But until you’re ready, I can’t teach you.”

“She saved Luna’s son and defeated King Sombra,” Spike stated to the unicorn. “How much more ‘ready’ can she get?”

“Regardless of what my sister has accomplished, she is still not ready.” Shining said as he walked through the village. “Dad didn’t learn how to channel Chi until he was well into his forties.”

“Shining, I don’t have that long,” argued the Celestial Warrior. “I need to master chi and stop Tirek!”

“You’re not ready Twilight, and that’s final!”

Twilight growled in frustration. “Then how do I get ready? When will I be ready?!”

Shining turned to face Twilight, giving her a frown. “When I say you’re ready, you will be ready.”

Twilight just sighed.

Unknown to the Trio, a certain Alicorn watched and heard the entire conversation. With a smile she walked over to join them.

“Good morning you three” Cadance greeted with a warm and pleasant smile.

“Morning Cadance” Shining greeted as the Alicorn walked right past her husband.

“Twilight, could you be a dear, and watch your niece for a bit” Cadance asked, as Flurry jumped from the Alicorn to Twilight with her little kid energy. “I need to speak to your brother.”

“Ocelly!” Flurry called out as she climbed up on Twilight's shoulders and pointed in a random direction. “Take me to Ocelly”

“Who’s…” Twilight began but stopped when Shining spoke up

“That’s what Flurry calls Thorax’s kid”

Twilight grimaced, but with Flurry Heart trying to steer her towards ‘Ocelly’ Twilight merely nodded as she went off in the direction of Flurry’s pointing. Once out of sight the alicorn's smile flipped into a frown. Cadence grabbed Shining’s ear and dragged him back to her house. Everyone they passed by instantly knew that Shining had done something wrong.

“Ow-ow-ow-ow-Cadance please you’re going to rip it off!” Shining said as the Alicorn forced him inside their home.

“What are you doing, Shining?” Cadance demanded.

“I’m not doing anything?” Shining insisted.

But Cadance inched closer, causing the unicorn to back up in slight fear. “You told Twilight that your father didn’t learn until he was in his forties” Cadance said, putting Shining’s back against the wall. “But you told ‘me’ your father was barely thirty-five when Sombra attacked”

Internally, Shining cursed. His head lowered. “Okay, I lied. But I’m just trying to protect my little sister.”

“By lying to her?” Cadance shouted. “Shining, you don’t keep secrets from your family”

“Cadance, a mad man is after her just like before,” Shining argued back. “I wasn’t able to protect her then. But I can protect now!”

Cadence’s angry expression faltered. Her tone became softer.

“You can protect her” Cadance assured her husband. “But if you continue to lie to her, you will lose her. Forever. Don’t you remember when you and Flurry played hunter and falcon?”

Shining grimaced. “This is different, Cadence. If she finds out, she’ll go after Tirek herself. And then…” He looked down, barely choking back a sob, before he looked back up with determination. “No. No matter what, I will keep my sister safe.” He walked past his wife and glanced back. “Even if that means lying to her.”

With that, he stepped out, leaving Cadance alone in their home. The alicorn covered her eyes with a sigh.

“Why does he have to be so stubborn?” Cadence muttered, changing her tone of voice to mimic her husband. “I’m going to travel the world to look for my sister. You can’t stop me Cadence. I’m going to lie to my sister to keep her safe.”

Cadance sighed again, before leaving the house herself.


Spike and Twilight continue following the filly’s directions until they come across a house made of changeling resin, however to the pair's surprise it was much smaller than the Hive made in Ponyville.

The dragon just quirked his eyebrow. “I thought their hive would have be bigger.”

Twilight just shrugged as he approached the Hive. With no warning a nearby rock and shrub burst into green flames. Spike screamed, jumping into Twilight’s arms. However, their fear quickly faded as they found two changelings cackling at them before running off to hide again. Flurry laughed with them, and even Twilight had trouble holding back her giggles. Spike, however, pulled himself away from his adopted sister with a glower.

“I’m really starting to hate the changelings here,” Spike grumbled.

“Oh, please don’t stay angry,” Queen Antenna said, appearing at the doorway to the hive. “They just like to play. They don’t mean any harm.”

Before Spike could reply, Antenna’s daughter appeared next to her, gasping in delight at the sight of Flurry. “Ocelly!” Flurry called out throwing her arms up

Ocellus turned into a Flurry copy. “Flurry!” the changeling shouted with the same enthusiasm.

For a moment, Antenna, Twilight and Spike watched as Flurry and Ocellus played with each other. Yet, though the girls smiled, Spike found himself frowning.

“Queen Antenna” Spike asked.

“Please, call me Ann,” she replied. “Or Annie.”

“Um… alright, Ann… Do you mind if I ask a question?”

“By all means.”

“I was wondering…” the dragon asked. “Why’s your hive so much smaller than the ones we’re used to?”

“Most of it is underground,” Antenna replied. “Changelings relied on secrecy for a while, and my hive in particular isn’t exactly the most combative. Hence, we try to keep a low profile. And that includes having a lower hive.”

“You built an underground Hive?” Twilight asked in shock. “That would definitely minimize space and maximize living quarters.”

Annie nodded happily, before noticing Flurry and Ocellus staring at Twilight. Ocellus’ horn lit up, and she shifted into a chibi version of Rainbow Dash.

“Rainbow Baby!” Flurry cheered, hugging her friend.

Twilight immediately started blushing in embarrassment. And it only got worse when Ocellus pointed at her and said, “Love!”

Annie gasped in delight. “Oh~!” she cooed in delight.

“What?” Spike asked, glancing at Twilight. “What’s she talking about Twi?”

“Nothing!” Twilight squeaked out, teleporting the dragon away. Antenna just smiled at Twilight’s nervousness.

“I take it he has no idea of your feelings for Ms. Rainbow?” the changeling queen asked with a growing smile.

“No,” Twilight admitted with a heavy blush.

Antenna’s smile softened, and she put an arm over Twilight’s shoulder. “Don’t be ashamed of it,” she assured her. “It’s a beautiful emotion. It can take effort, and it can be difficult, but it can also be worth it in the end.”

Twilight looked up at Antenna with confused hope. Annie smiled once more before turning her gaze to her daughter.

“Alright, sweetie,” she said. “You can stop teasing her. Go have fun.”

“Okay, Mommy,” Ocellus said, returning to normal. She and Flurry proceeded to run off. Twilight almost went after them, but Antenna pat her shoulder.

“Don’t worry,” she said. “My other changelings will make sure they don’t get into too much trouble.” She walked towards the hive before turning back to Twilight. “Care to join me?”

With another glance towards Flurry to make sure she was safe, Twilight nodded, and followed after the changeling queen.


Back at the Celestial Palace, Tai Lung was standing atop the palace as his eyes scanned the skies. The snow leopard's ears started to twitch at the sound of an oncoming arrow, and he caught the arrow in mid-air. Tai found a note attached from Manehattan.

Landing on the ground, Tai ran to his mother, who was sitting on the ground with hundreds of arrows in the ground around her and many scrolls from every region on Equis.

“Mother,” Tai called out, handing the arrow to the alicorn master. “It’s from Manehattan”

Taking the arrow, Luna unfurled the scroll and read from it before sighing in frustration. “Tirek has claimed Master Donut Joe”

This got a major reaction from Pinkie. “NOOO! Not my Donuts!” Pinkie dropped to her knees and clenched her hair.

“Pinkie, this is more important than your supply of Donuts,” Rainbow said, placing a hand on the pink mare’s shoulder. “He’s taken every master in all of Equis”

“Tirek has taken their Chi,” Luna said, snapping the arrow in two before throwing it to the ground. “If only I had my magic, I could use one of Celestia’s spells to seal him away.”

“Mother,” Tai said, kneeling in front of the Alicorn master. “You need to calm yourself”

Luna closed her eyes before slowing her breathing. “You’re right Tai, anger will only cloud my actions,” Luna opened her eyes and picked up her sister's staff before rising to her feet. ”We’re all that’s left to stand between him and the knowledge left behind by my sister,” Luna glanced to her home as memories flooded her mind:

The day Celestia discovered Kung-Fu. The day she opened the doors of the palace. Training their first students, the Six Pillars. Becoming Jealous of her sister's fame and respect. Using her magic to warp her form to become Nightmare Moon. Killing her own students and being sealed away by her own sister. Being freed by the pony who she wanted dead. Losing her magic. Meeting and raising her son. Being forced to send her son away. Training the Furious Five. Training the pony Celestia chose over Tai. Training Twilight in the ways of Kung-Fu. Reuniting with her son…Sweet memories; both good and the bad. Luna would not wish for them to be destroyed along with Celestia’s knowledge.

“Have you evacuated every pony?” Luna asked the remaining masters as she made her way into the stone garden.

“All evacuated,” Rainbow said. “Except Tak and Roar”

Luna glanced at her son who just shrugged. “She refused to leave unless I went with them,” Tai explained to his mother. “Said that ‘Tak never abandon Brother King”

“And what of Fluttershy and Applejack?” Luna asked, descending the stairs.

“Nothing yet,” Rarity said with a downcast expression. “You don’t think...”

However, the Unicorn master was interrupted when Pinkie’s body started to shake

“Pinkie what’s wrong” Rarity asked as Pinkie’s face paled

“Above us!” Pinkie called out as the group saw Fluttershy flying overhead.

None got a good look at her as she flew behind the palace to circle around, once the pegasus came into view again Luna looked at the master in a mix of shock and fear.

Her skin was a solid jade.

“No,” Luna called out as Fluttershy landed in the Stone garden. The Jade Applejack landed next to her with her arms raised in a defensive stance. “He’s…”

Luna stopped when she heard a low chuckle along with the sound of metal against stone. Green mist flowed into the garden, and the red satyr came into view, a wide smile on his face.

“Tirek,” Luna growled as she gripped her sisters staff

Tirek stopped his advance to look at the giant statue of Master Celestia. The satyr let out an amused chuckle as his blades continued to strike the stone

“Very Tacky,” The satyr mocked with a smile

“How dare you set foot on these grounds Tirek,” Luna shouted.

“Look at you pathetic fools,” Tirek glanced at the masters with amusement. “Always groveling at the feet of ‘Celestia of the Rising Sun.’’

“You have no right to speak my Aunts name!” Tai shouted.

“I have no right, Little Kitten?” Tirek said as the chains wrapped around his arms before grabbing hold of his blades. “I fought by her side.” Tirek pointed his jade blade at the statue of Celestia. “I Loved her like a sister.” His gaze turned cold. “And she… betrayed me!”

He smashed his chain blades into the ground, sending every master into a defensive stance.

“And now...” Tirek began to swing his chain blades around. “I will destroy everything she has created!” The satyr threw his blades at the masters.

“Go!” Luna ordered as the remaining masters scattered to avoid the jade weapons.

Rarity teleported atop one of the statues before diving after the Jade Slayer, the unicorn lifted her leg to deliver a powerful ax kick.

Unfortunately, the Satyr saw her coming and swatted her out of the air.

Rainbow rushed in to attack the Satyr however despite his size she couldn’t land a single hit. Tirek launched his blade in hopes of hitting the Master of Laughter, unfortunately Pinkie’s natural flexibility coiled around the chain as she went to fire her party cannon at point blank. However, the Satyr countered with a leaping kick to the mare's chest, the Satyr’s eyes flicked to the side to see a fast approaching Pegasus. Without missing a beat, the moment Tirek touched the ground he immediately spun around and struck Rainbow’s face with the back of his cloven foot.

Tai Lung leapt into the air and sent a powerful kick to one of Kai's blades. A yellow shockwave of chi was released from his blade, staggering the satyr.

“How's that for a little kitten?” Tai Lung growled as he rushed the satyr.

Tirek’s eyes glow green, and the Jade forms of Fluttershy and Applejack entered the fray, Fluttershy kicking the snow leopard out of his charge and slamming him into Rainbow at the foot of Celestia’s statue. Applejack jumped to one of the statues and rips a stone ax head from the stone master, hurling it at Rarity. Pinkie barely managed to intervene by smashing the stone with her bare fist.

“Applejack please stop this,” Pinkie pleaded with her former friend.

“Pinkie Dear,” Rarity cried, pulling Pinkie away from a punch from the Jade Applejack. “It’s pointless to try and reason with her like this!”

With Tai and Rainbow occupied with Fluttershy and Pinkie and Rarity fighting against Applejack, the grandmaster of the Celestial palace was left to fight the Jade Slayer by herself. Luna rushed forward before leaping and delivering a kick to the beast's face before kicking his arm to leap over him, Tirek swung behind him to hit the Alicorn only for her to grab his wrist and flip over the Satyr and grab one of his chains.

“I will not let you destroy my Sister’s memory!” Luna said pulling the chain.

“She destroyed mine!” Tirek snarled back.

As Luna struggled, Tai and Rainbow similarly tried to subdue the Jade Fluttershy. Despite a flurry of powerful blows, neither fighter landed a single hit on the evasive pegasus. Fluttershy naturally evaded attacks and only attacked when necessary. However this Fluttershy lacked the former master's fear and struck mercilessly. Every attack the Tai or Rainbow tried to hit her will was redirected into the other, and both were left more injured compared to their unscathed opponent.

“We’re getting nowhere with this,” Rainbow said, using her arms to block a kick from her enslaved friend. “We need a way around her defenses.”

“I agree,” Tai said as he grabbed Rainbow’s collar and threw her into the air.

With the Fluttershy focused on Rainbow, Tai Lung lunged at her with his claws extended. Fluttershy’s ears just jerked slightly as she front flipped and struck the leopard in the head, Tai Lung crashed into the ground as Rainbow attempted to attack. Unfortunately for the Pegasus Master, she shared the same fate as the Snow Leopard. The Jade form of their former master kept both pinned to the ground as Pinkie and Rarity fought against the enslaved Applejack.

Both were breathing heavily with bruises over their bodies. Both were aware of their friends strength and all four knew the Master of Honesty was always holding back.

“I’m not liking how this is turning out,” Rarity said and she and Pinkie both blocked another kick.

Pinkie said nothing as she held the broken remains of her party cannon. “Alright” Pinkie said as her hair began to deflate. “You want fun?” The master said as her coat darkened and her ever present smile vanished. “Let’s have fun”

Rarity widened her eyes at the sight of Pinkie’s darker side, however she calmed knowing where her anger was directed.

The pink master rushed the Jade Zombie and unleashed a flurry of rapid strikes. The jade form of her former friend blocked all strikes but was still pushed back from the force behind the master's attacks. With the Jade Zombies' attention on the Pink Master, Rarity charged her magic before firing a massive beam which knocked Applejack into the statue of Master Rockhoof, causing a burst of dust to fly into the air.

With a satisfied smile, Rarity moved her hair from her face. “I think I got her”

Without warning a hunk of stone burst forth from the dust and debris, the stone collided with the unicorn master's face. Rarity hit to the ground, blood dripping from her nose along with the cuts adorning her face. Pinkamena ran forth to strike the zombie only for Applejack to grab the mare by her throat and lift her off the ground.

“Applejack…” Pinkamena growled as she tried to break out of the Jombies grip. “You’re stronger than this. Don’t let him control you”

Applejack’s left eye started to twitch as she knelt down and picked up Rarity. With her feet able to touch the ground Pinkamena delivered a swift kick to Applejack's face. Unfortunately, it did nothing to the Jade Zombie.

With the remaining masters restrained, the Jade Zombies turned their green gaze to their slaver, Tirek was grinning like a mad man as he fought against Celestia’s younger sister.

“I’ll admit you're a lot more agile than Celestia,” Tirek laughed as he swung his blades at Master Luna.

“Do not speak of my sister!” Luna barked back as she redirected one blade before smacking the other away. “You betrayed her!”

And you didn’t?” Tirek said.

Luna jumped back, expecting him to try and take advantage of even the smallest hesitation. But his next strike didn’t even touch her. Instead, it went towards the statue of Celestia. Redirecting, Luna was barely able to stop the blade from touching her sister’s statue, embedding the blade into the stone steps.

Running down the beast's chain, the Lunar Master jumped up before delivering a chi infused kick at the Satyr, Around the beast's neck Luna saw a yin-yang pendant around his neck.

“Tia” Luna muttered in shock. Her chi to falter

Grinning madly, Satyr launched his blade at the Alicorn. Luna was flung at the foot of the stairs when Tirek raised a green glowing hand.

“Bring them to me” Tirek ordered causing his jade slaves to converge on him
Applejack hurled Rarity and Pinkamena at the Satyr, Tirek absorbed their chi, holding Pinkamena’s jade pendant in his hand.

“Interesting” Tirek mused as he flipped the pendant over in his hand revealing a bubbly expression on one side and a dark menacing glare on the other. “Not once have I ever encountered a master with two types of chi.”

Tirek soon took notice that the other Jombie hadn’t returned, looking up as his eyes grew wide at the sight of Fluttershy hurtling towards him. Before the Jade Zombie could collide with him, the Jade Slayer returned her to her pendant form and returned her to his belt. Looking past the fallen alicorn, the Satyr saw a hulking form of a one eyed yak and a rather frail changeling standing in front of Master Tai and Master Rainbow who immediately rushed to their master.

“Hmm…You must be Tak and Roar?” Tirek asked as he pulled a pendant from his belt. “The broken Firstborn drone and her enslaved yak”

“Tak no Broken” Tak screamed from the shoulders of her Yak

“We’ll see” Tirek threw the jewel at the duo

“Roar will crush big goat” Tak said as Roar rushed the Satyr

The jewel exploded in a green mist which took the form of a familiar figure, Tak’s eyes went wide as the figure jumped and ripped the Changeling from atop the Yak. All eyes were on the Jade Zombie. Everyone within the Statue Garden watched as Queen Chrysalis stood before them with her hand around Tak’s throat.
Meanwhile Tak had a look of sadness as she looked at the jade figure of her mother and former queen. “M-Mama?”

The hulking yak let out a roar as he charged to save his changeling companion, Chrysalis simply lifted her hands and blasted the yak with a spell which launched him towards Tirek. Moving his hands in a circular motion, the Satyr stole the Yaks chi and clasped his hands around his pendant.

“Like I said Little Bug,” Tirek said, placing the jewel to his belt. “You’re broken”

“Tak strong,” Tak growled out. “Roar know it! Sister Queen know it! Ponies know it!” The changeling tried to get out of her mother’s grip, which was loosening. “And Momma know it”

“Bring her to me, Bug” Tirek ordered as Chrysalis brought Tak towards the satyr.

“We need to stop him” Tai Growled as he was about to rush the Satyr, however he was stopped by his mother.

“No,” she said, looking to him and Rainbow Dash. “You two must warn Twilight.”

“Master, please!” Rainbow said as Tirek hurled his blade at the trio, knocking Tai and Rainbow out of the Statue Garden and leaving Luna sprawled on the ground.

“I’ll be with you in a moment Pony” Tirek said as Chrysalis stood before him.

As Tirek began to take the chi of the Changeling, neither he nor Luna noticed the lone tear leaving the Zombie’s eye. Tirek’s eyes grew wide when Tak’s chi entered his body, the Satyr grinning like a mad man at the power the small changeling held.

“I suppose I owe you an apology, Little Tak” Tirek laughed as he returned Chrysalis and Tak to his belt. “You were indeed strong, such strong chi that closely rivals Celestia’s.”

Tirek looked to the defeated Luna then to Celestia’s statue, gripping his chains the Satyr spun them around before wrapping them around his ‘Sisters’ statue.

“Now I will show you the true power of chi, sister.” Tirek said as he pulls the statue from the ground and spun it around as he inched closer to the palace

The Statue slammed through the Celestial palace sending chunks of wood, stone, and the many scrolls within the palace all across the area. With no more use for the statue, Tirek threw it down the stairs shattering it to pieces.

“No….” Luna whispered in defeat as parts of torn scrolls descended to the ground around her. “Sister… please forgive me.”

Tirek chuckles and lifts Celestia’s jade pendant “Hmm? What do you say, Celestia?” Tirek mocked as he inched closer. “Do you forgive her?”

Luna growled and pulled herself to her feet. “You may have destroyed the Celestial Palace,” Luna gasped out along with her tears. “You may have destroyed my sister’s wisdom.” Luna turned and glared at the Satyr with tear stricken eyes filled with anger and rage. “But you will never succeed. There will always be someone to stop you.”

“Who? The Unicorn?” Tirek asked with a smug smile plastered on his face. “Her chi is strong, but... it won't be enough.” He moved his hands in a circular motion. “She will meet the same fate as you, the Rainbow haired mare and your son.”

“No…” Luna screamed, trying for one last attack before she was sealed in jade… only to be reduced to a pendant on his belt.

“And so will every unicorn in that village.” Tirek said.

Standing behind a massive rock Rainbow and the furious Tai Lung watched as the Jade Slayer claimed the last of the great masters.

“Tai, calm down,” Rainbow said, trying to hold the Snow Leopard back. “We need to find Twilight”

Tai looked between Rainbow and the Jade Slayer before looking down in defeat. “You’re right.” Opening his eyes Tai looked to Rainbow before nodding and sniffing the air. “We need to leave, I’ll be able to track her down along the way when I catch her scent.”

Both fled from Ponyville to get away from the Jade Slayer and track down their friend.

‘Twilight,’ Rainbow thought as she followed behind the master's son, ‘I hope you're ready.’