Of Heaven and Earth

by Garuda IV


Chapter 62- Retaking Equestria: Part II

Night Wing knew there was very little time for him and his Night Guard to regroup before they were inevitably beset by the army of changeling guards heading in their direction. Forgoing stealth for speed, he and his Lieutenant quickly made their way back to the gatehouse with hopes that they'd be able to hold it until their forces arrived to aid them. Once the two made it, they stood out by the wooden door and waited for the remainder of their forces, taking a headcount as they arrived and screening them incase any of them were changelings in disguise. As soon as the last one had made it, they entered, locked the door shut behind them, and proceeded to assist in barricading the door with whatever they could.

"Somepony block the arrowslits! Don't give them any openings to get in!"

Hearing their Captain's order, the guards began to hastily move whatever they could to help seal any entry points. Apart from a pair of arrowslits flanking both sides of the gatehouse, one pair looking both inwards towards the city and the other outwards to the road leading to gate, there weren't really any other gaps in the walls. Even the gaps for the chains that would raise and lower the gate had a seal for when it wasn't in use, though that was more for keeping the cold weather out during the winter seasons.

"Very good, everypony," he said as he looked over them in approval. "I'm pleased to see that everypony made it here safely, as I would expect of my Night Guards."

Each of the guards stood a little bit straighter at their Captain's praise.

"But, now comes the hard part. I am aware that this is not the type of combat that we are generally used to as we are more of a stealth force, but never forget that we are a part of the Royal Guard, and as Royal Guards, we will stand our ground and face whatever those bugs may throw at us. So, get ready and brace yourselves, everypony, for our mettle is about to be tested in a way that not even the Day Guard have experienced. And once the battle is won and the city is ours again, we will go to Cross Guard's Tavern to celebrate, and the first round will be on me!"

A roar of cheers and stomping hooves echoed throughout the chamber, which was soon accompanied by the sound of a reverberating buzzing sound, and soon after, the sound of something banging against the barricaded door. Charging the door, Night Wing, Crescent, and several others threw themselves against it to help reinforce the barricade. After what felt like several long minutes, there was a brief pause before the door was assaulted again, this time by something much bigger and heavier that began to cause the wood to crack.

"Come on, everypony! Don't let up!" Night Wing shouted, which prompted more of his guards to throw themselves against not just the barricade, but the thestrals already bracing against it. "Hold the door!"

Piling up and pushing against the barricade like a game of reverse tug of war, the Night Guards kept the door as sealed as they possibly could. Unfortunately, by this point the wooden door had taken too much damage and, with one more forceful strike, the door splintered, knocking several thestrals onto their backs while the rest were only pushed back a step before pushing back on the barricade. Despite the door being destroyed, there were still plenty of tables and chairs to help keep the changelings out, and any that did appear to be breaking through were swiftly met with a blade in their face.

"Keep it up! If they want to send more at us then let them! Their corpses will only help get in their way and keep them out!"

"Yes, sir!"

As time continued to pass, it started to seem like there would be no end to them. Eventually, the changelings switched tactics and, rather than try and muscle their way in, they resorted to using their magic to blast way the barricade piece-by-piece. With the barricade now destroyed and changelings firing beams of magic through the doorway, the Night Guard took up positions up against the walls, keeping them out of the changelings' line of sight while also being in a position to strike at anything that would try and come in through.

Several tense moments went by with no movement from either side. That is, until a pair of changelings slowly approached, one hovering while the other went on hoof. But, once they got to the threshold of the door, several hooved wrapped around the door, each holding either a dagger or shortsword that found their mark in the two changelings.

"Ponies! Drop your weapons and surrender now, and our Queen may yet grant you mercy!" one of the changelings called in to them.

"... you want our weapons?" Night Wing asked from around the doorframe before nodding to the others, silently signaling them to draw and ready their crossbows. "Very well... you can have them!"

As if on cue, several of the Night Guards leaned in to the open doorway with a crossbow in their hooves. Catching the changelings by surprise, they fired off a volley of crossbow bolts before taking cover to reload while the next group took their turn. Once the initial shock had died off, the changelings resumed firing back, creating a crossfire of bolts of magic and metal.

"I'm not sure how long we'll be able to keep this up, Captain," Crescent said, wincing as a bolt of magic impacted and chipped away at the corner of the stonework next to her.

"We'll be fine, Lieutenant, as long as we keep our heads and remain calm," Night Wing reassured. "Despite this setback, the overall plan hasn't changed. Princess Luna and Celestia are leading the army, so-"

"Yaks destroy!"

The sound of the distant, collective yelling was accompanied by an increased rumbling throughout the stonework, and sound of a thunderous stampede. Several seconds later, the source of the noise could be heard approaching, and soon moving across the drawbridge, before being heard throughout the roads of Canterlot. Apart from the sounds of hundreds of hooves running just below them, the outside quickly began to fill with the sounds of blasts of magic, squeaks from what probably came from a changeling, and at times, a wet crunching sound.


Twilight watched as Prince Rutherford and the yaks charged ahead of the rest of the army. With the changelings' amulets negating all non-changeling magic, it was agreed that the yaks would spearhead the attack since they excelled at strength to compensate for their lack of magic. This also gave them the chance to show off just how practical their armor and naturally thick hide were when the changelings began bombarding them with magic, only for it to leave a minor singe mark that the yaks either didn't feel, or weren't hurt enough to really be bothered by it.

"Quite a sight, isn't it?" Celestia asked Twilight, who looked a little unnerved as she watched the events before her.

"It's... not something I think I'll ever get used to."

"I wouldn't think so." She turned her attention away from the yaks to her former student. "Twilight, are you absolutely sure about this plan of your? I understand the significance of it, but still..."

"I am," Twilight replied, looking up at Celestia with complete confidence. "My friends and I will follow behind the yaks to the castle and confront Chrysalis. In the meantime, you and Princess Luna will lead your teams, find the ponies they've captured in the crystal mines, and free them."

Though she felt a tinge of pride of how Twilight was handling this, Celestia couldn't help but let out a quiet sigh of worry.

"Just make sure you'll be careful, Twilight. I cannot say what kind of condition Chrysalis will be in when you encounter her, but depending on how she's doing, she may be more aggressive than the last time we fought."

"We'll be careful."

Turning their attention back ahead, they watched as the last of the yaks passed through the portcullis, continuing charging down the streets of Canterlot like a tidal wave of dark-colored fur, with the pony army began to make their entry right behind them. Moving along so they wouldn't crowd the gateway, at the first chance they got, the pegasi flew up to meet whatever airborne changelings there were, while the unicorns and earth ponies assisted by taking aim and firing bolts from their crossbows, including Celestia and Luna, the latter taking to the air to assist in the battle with Luna carving a path towards the gatehouse to check in with her Night Guards, while Celestia traveled on hoof eastwards with a platoon of her Day Guards to find the captured ponies.

Doing her best to keep herself and her friends under control from the battle surrounding her, Twilight led her six friends down the streets after the yaks, seven if she counted Trixie, but that was because she refused to leave Starlight's side. As they followed behind the charging line of yaks, they assisted by knocking out any changelings that they might had missed. Twilight, Starlight, Trixie and Sunset would use their magic to throw whatever debris there were at the changelings, even going so far in Sunset's case to take one of the streetlamps and use it as a giant baseball bat, Applejack helped protect them with the large tower shield, using it to block oncoming attacks and bash any changelings that were unfortunate to get close enough. While they were doing that, the booming sounds of Pinkie's party cannon echoed throughout the streets as it fired a glob of green goop, sticking and immobilizing any changelings hit by it, and Rainbow, flying overhead in a prismatic blur, taking out any airborne changelings with her spiked leather gauntlets and bare rear hooves.

A few minutes later of fighting through the streets, they made it to about half way to the castle. It was there that the number of charging yaks began to dwindle as they continued to break from the main group to charge into and clear out the alleyways and side streets of any changelings that might be lurking, even going as far as to smash anything that got into their way. Though, whether they were actually being thorough or just wanted an excuse to smash would up for debate.

"We now half way to pony castle," Rutherford announced to the group of ponies following him. "Yaks will continue leading Pink Pony and pony friends to castle, but it will get tougher. With queen up ahead, changelings will be more fierce."

"We know, Prince Rutherford, but we'll be alright," Twilight assured. "Once we've secured a direct path to the castle, the rest of our forces can enter and help retake the rest of the castle."

Rutherford grunted with an approving nod. "Good. Now, less talking, more charging."

Sunset raised an eyebrow. "But weren't you the one who-"

"Yak say less talk more charge! Now charge! AAAAAHHHHHHHHH!"

Sighing in defeat, Sunset ran alongside the others as they continued to follow after the yaks.

"How do you manage to put up with this guy?"

"I will admit that it did take some getting used to, but after a while you just learn to deal with it, kinda like Pinkie Pie and her... well, you know."

"Yeah, I do. But still-"

"Yak said less talk!"

"... it's getting a bit annoying."

Though she knew how she was feeling, there wasn't much more Twilight could do but shrug her wings in sympathy for her otherworldly friend.


Ember and Rarity stood over by the edge of one of the building rooftops, watching as the battle rage on from their new spot after they were almost accidentally flung off of the dragon they had hitched a ride on. While successful on their initial attack run, the changelings were quick to organize themselves and fight back, though by then, the dragons had established a firm foothold within the city. Since then, the larger dragons took flight with the intent of hunting down and eliminating any airborne changelings that were unfortunate enough to be spotted by the, as well as breathing a trail of fire down the large roads if any changelings were spotted, while the smaller dragons did a sweep of each building with the intent of hunting down any changelings that might be hiding inside.

During their search, the smaller dragons would find some ponies cowering in corners, hiding behind and beneath furniture, or under a pile of debris. However, before they had left the Dragonlands, Rarity, remembering what had happened in Canterlot with the changelings and their amulets, had placed a minor enchantment on a pile of pebbles that were then given to each dragon with instructions that, should they encounter any ponies, they were to touch them with the glowing pebble. If the light faded, then the enchantment was dispelled and meant that they had touched a changeling instead of a real pony. Of course, if they touched a pony and it didn't fade, then it meant that they were indeed a pony and were ordered to rescue them immediately.

"Good thinking with the rocks, by the way," Ember complimented. "It's only been less than an hour and I've already received over thirty reports of changelings disguised as ponies."

"Think nothing of it, Ember," Rarity replied with a flick of her mane. "After all, nodragon in the Dragonlands knew that Queen Chrysalis' changelings had amulets made from her old throne. And, and I mean no offense when I say this, I am not entirely sure that you dragons would actually be able to tell which were ponies and which were changelings by scent while they were disguised."

"Nah, I get it, and you're probably right. Their appearances are easy enough to tell apart from ponies, but if they're disguised, then I doubt any of us would be able to tell them a part."

"Dragonlord Ember!"

Hearing her name being called from behind, the pony and dragoness turned to see a snow-white dragoness land before them and kneel.

"Before you say anything, show me your pebble," Ember ordered, unsure if this was one of her dragons or a disguised changeling. Her worries were quickly quelled, though, as the dragoness did as ordered and held one of the glowing pebbles in her claw. "Very good. Proceed."

"My Lord, we believe that we have discovered where the ponies are being held."

"You have? Where?"

"In some large building on the norther side of the city, right next to the river," she reported, her eyes flicking to Rarity, who's eyes began to narrow.

"And just what was the name of this place that they are being held?" Rarity suspiciously asked, already having an idea of the location.

The dragoness, finding herself becoming unnerved by this pony, gulped.

"Uhh. I don't know what it's called," she replied, eyes shifting between the pony and her Dragon Lord. "B-B-But there was some large writing on the side of what we think may be one of the entrances. It was the Queen-"

"The Queen of Purrsia?!" Rarity Gasped.

"Yeah. That's it."

At this point, Rarity's composure began to crack as magic began to spark from her horn, causing Ember and the dragoness to back away.

"I take it you know the place?" Ember cautiously asked.

"Of course I know it," she growled. "It's easily the largest shopping mall on the east coast, consisting of over four hundred and fifty stores, eight anchor stores, over forty restaurants, and several luxury stores who's only locations in this entire city is located in that one mall."

Ember and the dragoness shared a confused look. "Uhh. What's an anchor store?"

"It's not a store that sells anchors, if that's what you're thinking." Closing her eyes and calming her breathing, Rarity took a moment to compose herself before she approached the dragoness and spoke in a calm, eerily voice, "I want you to gather whatever dragons you can and get to that shopping mall. And when you get there, I want you to go into that building, and capture every. Single. Changeling. In there. Because, so help me Celestia, if I get there and it's not changeling-free, I might decide to take this insult to shopping out on some creatures and make a new fashion line out out their hides!"

Staring wide-eyed in surprise at her herdmate, Ember also added, "Also make sure you free everypony once you get to them."

Hastily nodding in utter compliance, the dragoness bolted off into the sky at speeds that would make the Wonderbolts proud. Once she was out of sight, Ember turned her worried eyes back to Rarity.

"Ok, I know there's a lot about you that I don't know yet, but still, that was kinda dark for you to say."

With a heavy sigh, Rarity rubbed the base of her horn where she felt the beginnings of a migraine forming.

"My apologies, Ember. I didn't mean for it to come out quite so brutally. It just sort of... happened."

"I see... well, I suppose I could relate to some degree. I know I wouldn't be happy if somecreature suddenly showed up and did something to completely desecrated the Hatching Grounds... especially since I might be needing to use it some time in the future."

"Regardless, I should not have said that and now owe that dragoness an apology for frightening her like I did."

Ember said nothing to comment and instead kneeled down and pointed to her back.

"Here. Climb on up and I'll fly us over to this shopping mall that you're so protective of."

Withholding any further comments, Rarity quietly nodded and did as Ember said before the two flew off over the city.


Despite showing up in the middle of the city street surrounded by Chrysalis' changelings, Spike, Thorax and his changelings had made quick work of the initial resistance. With Chrysalis' changelings having grown used to relying on the power of their amulets, they were quickly reminded that they would have no effect against their colorful brethren. And as for Spike, he proved to be even more difficult to deal with. Despite their attempts to surround him, blast him, or surround him and then blast him, Spike proved time and time again that his speed was simply too fast for them to handle. Eventually it got the the point where they had to fly up out of his reach and bombard him from a safe distance, which also made them a more noticeable target for Thorax's changelings.

Charging at another group, Spike kept low to the ground as he darted in a zig-zag pattern, avoiding blasts of magic from the changelings. Within less than a second he had covered several dozen meters before he came face-to-face with his targets, and rapidly proceeded to knock each of them out with his fists in even less time. Having now knocked out his eight group of six changelings, Spike wiped the sweat from his brow with a satisfied exhale as though he just got done with a warm-up.

"And there goes another group," he said to himself before looking back to his friend. "Hey, Thorax! You doing alright over there?"

Over on the other side of the street, Thorax was in the process of holding a dozen of Chrysalis' changelings in his magic. At the same time, he began putting each of them under a sleep spell.

"So far," he called back as he placed the unconscious changelings down on the sidewalk and bound them with his magic. "I really wish we didn't have to fight them, but hopefully once this is all over we'll have a chance to reform them. That is, if they are willing."

"Yeah, me too, buddy." Taking a quick breather, Spike raised an eye brow at Thorax as a persistent question from the back of his mind came to voice. "By the way, do you have any idea how Chrysalis manage to create so many changelings? I mean, I don't even remember seeing this many during the Canterlot invasion, or after you guys came to the Hive to save us from Chrysalis and reform the changelings."

Thorax cringed at the image. "Probably because she was in... well, for a lack of better term, a type of nesting mode."

"... I don't get it. You're gonna have to be a little more specific."

"Ugh. Ok. So, normally, a changeling queen is able to lay anywhere between one to five eggs a day, but, if they find a secured spot and settle down into this nesting mode, they can produce anywhere between thirty to forty eggs per day."

Spike cringed as the mental image popped into his head.

"Ok. That's creepy... and weird."

"There's more. Normally the incubation time for an egg is between four to nineteen days, though it averages between four to seven. But, if she wanted to, she could use her magic to not only half the incubation time, but also accelerate their growth so they can reach maturity much sooner."

"But is that really a good idea? I mean, it doesn't exactly sound safe."

"That depends. If she needed to build up her numbers quickly, then that is the most optimal choice, but doing that will cause those hatched this way to be less intelligent and more feral."

Spike looked around at the changelings scattered amongst them.

"You mean like these ones we've been fighting."

"Exactly. They may not be the smartest, but they're great for overwhelming others with sheer numbers. Of course, she wouldn't do that immediately. She would've had to of had some normally so they would be able to help her gather love and look after the others."

"I think I get it now. But still, it's not exactly an image I wanted to see, even if it is just a mental one."

"Yeah. You and me both."

As the two friends talked, the sound of buzzing and growling echoed between the buildings. Turning their attention to the direction it came from, Spike and Thorax both saw a swarm of black and white bugbears flying towards them, baring their fangs, claws and stingers.

"This might be kinda tough," Thorax mumbled.

"Looks like it," Spike said with a nod, "but we knew that it probably would coming here."

Nodding in agreement, Thorax lit his horns with the intent of charging a stun spell for the oncoming changelings-turned-bugbears, but paused as he got another idea.

"Hey, Spike?"

"Yeah?"

"Would you be alright if I gave you a little boost?"

"I don't see why not, but what were you thinking?"

"This."

Pointing his horns at Spike, Thorax proceeded to cast a series of enhancement spells on Spike. The first helped to reinforce his scales even further, the second increased his strength, and lastly, a boost to Spike's already ludicrous speed.

"I know you're really fast and tough," Thorax began as he began casting those spells on himself, "but if they're going to start turning into creatures like that, then we should play it safe and use a little extra protection. Also, their amulets won't negate these spells when you come into contact with them since they're changeling magic."

"Sweet. Good thinking."

"But I should warn you that these spell won't last for that long."

"How long are we talking here?"

"About fifty minutes to an hour, give or take a few minuets depending on how hard we push them."

Spike chuckled and cracked his knuckles. "About an hour, huh? That should be plenty of time to finish up with these guys."

Feeling the adrenalin rushing through them and empowered by the enhancements, Spike and Thorax shouted as the two charged with the intent to meet the oncoming swarm-

"INCOMING! HAHAHA!"

-that was, until their charge was halted as they saw a dark-green blur divebombed the bugbear swarm from above, impacting the ground in a cloud of dirt and cracking the road. Trying to process what had just happened, the two stood dumbfounded and watched as dark shapes and flashes of magic could occasionally be seen from within, as well as the sounds of what could only be described as joyful shouting.

"What in the-"

"What are you waiting for, brother?! Get over here! You're missing out on the fun!"

Recognizing the sound of Pharynx's voice, Thorax sighed and shook his head with a small smile.

"Come on. Let's go help him out."