The changelings continued to patrol Ponyville, carrying pods and looking for citizens in houses. Inside of the tree that was planted in place of Golden Oaks Library was a small band of ponies hiding out the invasion. Most of the changelings weren’t interested in the tree. The scaffolding all around it made it look uninhabited. Amongst the refugees were the mayor of Ponyville, Big Macintosh, Sugar Belle, Melody Heartsong, Cozy Glow, and other citizens that were unable to escape from town.
A spy changeling managed to get inside at one point, but Big Macintosh subdued him with a powerful buck to the face. After being knocked unconscious, Sugar Belle used her magic to quickly tie him up while the mayor used a “horn disabler” to keep him from using magic. He had been placed in the cellar where others would keep an eye on him. They did their best to remain quiet in the tree, but they knew they would be found eventually. The mayor had several ponies gathered around her to come up with a plan.
“Alright, once a changeling tries to break through, we will all head down to the basement and put these branches over the doorway before it can signal others,” she said, pointing to a large branch that had been sawn off to allow living space. “If one enters, our unicorn sentinels will fire blasts to knock it out, and we quickly drag it back down and tie it up. I only have five horn-disablers left, so I don’t know how much longer we can keep this up.”
“Mayor, at some point, they’re going to find out who’s hiding in the tree. We’ll have no choice but to escape, hopefully before they can capture us,” said Sugar Belle.
“Sugar Belle’s right,” added Big Mac. “This tree is out in the open, so leaving it will be tricky, but we’re toast if we stay in here. We’re trapped like rats.”
“Sneaking out eventually is probably the best option,” the mayor replied. “I wish someone in here new the teleportation spell.”
“Miss Mayor, would it be better if one of us snuck out at night to try and get help? If you’re okay with it, I’d be happy to volunteer,” Cozy Glow said, stepping forward.
“Cozy Glow, no! Please, I don’t want to lose you again,” Melody said, pulling Cozy back in.
“Mom, it’s the least I could do for everyone to make up for all my evil deeds in the past. Plus, I know Chrysalis. If I am captured, maybe I can talk to her.”
“I don’t want to risk it,”
“I appreciate the offer, Cozy Glow, but your mother’s right,” the mayor replied. “I don’t want to endanger a child. We’ll find someone else to do it. Right now I think it would be wise to-”
“PONIES!! I’VE FOUND PONIES!” shouted a voice from above.
Everypony’s insides overturned. They spun their heads around to see a changeling ripping through the plastic sheets, covering an opening meant to hold a window frame. He had already alerted several other changelings, which were entering through the holes.
“WE’VE BEEN SPOTTED! EVERYONE TO YOUR STATIONS!” shouted the mayor.
The ponies all scattered and prepared for battle. One of the changelings managed to break through, but the others were instantly pulled back out. They began yelping to the sounds of blasts. The first changeling stopped in midair and flew back out to check on his comrades.
“Hey! Who dares to-UGH!!” he shouted.
Flashes of light could be seen through the openings. The first changeling was instantly thrown back into the hole he came out of. He flew against the walls of the inside of the tree and plummeted to the ground. He was knocked unconscious, so he was no longer a threat. Big Macintosh walked over to him and nudged him with his front hoof to find no movement. Several of the Mayor’s bodyguards used a horn disabler and Sugar Belle tied him up. Everyone looked back to the hole and saw another being peering through. It was Tirek.
“Is everypony alright?” he asked.
“TIREK!” shouted Cozy Glow.
“Oh, Lord Tirek! You came just in time!” the mayor said, gratefully.
“I’m sorry I’m late. Help is on the way and I…UGH! Hold on one second!”
Tirek then turned back to defend himself from a barrage of blasts. Outside, several changeling drones were on the ground in pain, but elites and brutes were closing in fast on Tirek. The Midnight Kingdom guards assisting him began fighting back with large spikey maces and swords. Tirek preferred to use his own magic to fight. He continued blasting them or using his magic to lift them in the air and throw them back. Sometimes he would resort to physical strength to punch the brutes or grab and throw them so he would not deplete his magic from overuse. Ten changelings came together to combine. The combiner crawled towards Tirek, but Tirek was quick and grabbed its pinchers before it could clamp down on him. He pushed against the pinchers with all his might and then used his magic to lift the gargantuan insect in the air. The guards all threw their weapons at the combiner repeatedly until it lost its grip on Tirek. Tirek took this opportunity to run under the combiner and punch it repeatedly in its underbelly. The combiner spread its wings and took to the skies, but Tirek leapt into the air and came down with his fist surrounded in energy. The combiner was thrust into the ground and weakened tremendously. Finally, it split apart into ten pieces, which all transformed back into the changelings. They scattered as the elite ordered them to retreat. The brute was still underneath Tirek’s fist. He grabbed it by the neck and hurled it at one of the drones, which was instantly flattened by the brute. Tirek looked proudly at the guards and nodded to them, only to then notice more changelings arriving on the scene. Each combiner needed at least one elite and brute to form the head and body respectively, and only two spies and six drones were required for the wings and legs. Elites were rare, but there were enough in the army to create a bothersome amount of combiners. Already three other combiners had closed in on them.
“I think we need to take out those larger changelings that make the head and body,” he told them. “It looks like they’re needed to combine into these huge beetles. You three defend the tree from the smaller ones. The rest of you help me with the large ones.”
The guards all complied and turned around to fight the squadron of changelings. Even with more combiners, they were ready to continue the battle.
On the other side of town, Barb, Scorch, Singe and Buttercream were already assisting in the fight. So far only drones had shown up. They threw punches and kicks to their faces, landing blow after blow. The changelings were trained to deal with blunt force to their heads, but the dragons were stronger than anyone they had fought.
Barb had a more graceful style of fighting. Scorch threw powerful punches and kicks, but Barb could still land very heavy blows on the changelings and was not afraid to grab one by the neck. Singe’s weight made him heavy enough to body-slam his opponents and send them flying back with his large belly. Buttercream didn’t mind fighting like her siblings, but she had also perfected some of the moves she had been depicted using in the Super Dragon Warriors video game. She would occasionally grab a changeling and hug it extremely hard or use her cheerleader skills as self-defense. She had also grabbed a few cupcakes from Sugarcube Corner and threw them at the changelings’ faces, blinding them temporarily, allowing the others to take them out. The other dragons helping had similar fighting styles to Barb, Scorch and Singe and were large enough to wrestle with some of the changeling brutes. Sunburst and Trixie fought with them, while Pinkie, Cheese and Maud helped some nearby ponies escape from harvesting pods. They would then be directed to the Everfree Palace ruins where Smite and Chara would keep them safe. They all continued fighting while making conversation.
“Well these guys are a lot of fun, I’d say!” Singe commented before punching an elite right in the face, causing several drones to retreat in fear.
“Let’s not get too cocky, Singe. This is to save the ponies, not for sport,” Barb reminded her little brother.
“We’re getting quite a workout. I hope we can stand the rest of them,” Scorch added.
“It feels awesome to save the day. I just wish Spike were here,” Buttercream said.
“He’ll be here, Butter,” Sunburst told her. “I think when the kids teleported, that might have been divine intervention by the Spirit of Harmony. Maybe they were all sent to the teachers’ respective locations.”
“Either way, they’d want us to do the best we can to help,” Trixie added, before using her magic to lift a drone and then throw him at his comrades.
“Uh, guys?” Scorch said, pointing to the sky.
Everyone looked up to see tons of changelings heading right for them. They were mostly drones, but there were more elites, brutes and spies visible this time. Everyone got ready to fight and was instantly swarmed by all the changelings. Some of them tried to spit casing substance around the feet of the dragons, but they quickly went airborne and blew their fire upward at the drones to make them scatter. The brutes were a different story. They rammed right through the dragons without a problem. While the dragons had tough hides, the brutes’ horns were sharp and caused discomfort when jabbed into them. The stronger dragons had no problem fighting them back, while the spies took to the ground to fight Sunburst and Trixie. Spies were not nearly as strong as brutes and some of the drones were even stronger, but spies were nimble and hard to land hits on. Trixie and Sunburst had to use their wits to fight back. Unfortunately, they were overwhelmed and Trixie had already gotten stuck in casing. Sunburst tried to help her but was blasted by an elite behind him. Barb returned to the ground to help them both out, but had to still deal with changelings following after her. Buttercream tried taking on a brute, but it was too big for her, so Singe came in and knocked the brute out to save his little sister.
“Barb, we’re getting clobbered!” shouted Singe, as he held onto Buttercream.
“I noticed! We could really use those reinforcements right now!”
“Princess! Look!” shouted one of the dragons assisting them.
Everyone looked to the east to see a large dragon flying in. The dragons could already tell help was on its way, but once they got a better look at this dragon, they were not pleased with what they saw. Instead of having arms and legs with its wings on its back, the arms were its wings, which meant this was a Western Drake. This dragon had six digits at the end of its forearms: three were fingers and the rest of them webbed out with the wing flaps. It had tons of spines all over its neck frill and two long horns going back. It’s coloring wasn’t as bright as Northern Drakes. It was a dark, ugly shade of yellow with brown spikes and horns. While it wasn’t as big as Smite and Chara, it was still much taller than Barb and had an extensive wingspan. It was far more monstrous than a Northern Drake, and not nearly as friendly-looking. Never before did Barb, Scorch and Singe expect to see one of these dragons that they had only heard of in scary stories as children. Buttercream on the other hand seemed please to meet it.
“Is…is that a wyvern?” asked Scorch.
“Oh great. There’s no way that thing can be on our side,” said Singe.
“No, she is on our side!” shouted Buttercream.
“Butter, you know that thing?” asked Barb.
“That’s my old friend Calida! Oh, and look! She brought Billow! I knew she’d make it!”
As Calida flew in closer, she slowed herself down and a fat, horned dragon carrying a large battle-axe appeared next to her. Sure enough, this was Buttercream’s friend Princess Billow. She appeared just like she did in Super Dragon Warriors: orange with a yellow underbelly and red spikes. She stood about as tall as Singe and was just as plump as him.
“BILLOW! You made it!” Buttercream cheered.
“Did someone call for backup?” Billow said, speaking in a confident, sassy voice.
The brutes and elites took on Calida, who roared ferociously and blew fire at them. Billow readied her axe and waited for the changelings to get closer. She pointed her axe at them and fired energy beams from the crystal tip in the center. A few of them managed to get to her, but she quickly swung the axe and knocked them all back. Changelings had nearly impenetrable hides, but the impact of the axe left them incapacitated. She methodically spun her axe around between her fingers like a baton, landing well-placed hits on every changeling. Not a single one of them managed to get to her, and even the ones that got close enough were still punched or kicked by her beefy arms and legs. After the changelings had all been taken care of, she shared a glance with Calida.
“These bugs are nothing!” Calida said in a deep female voice.
“I’ve fought worse. Just be sure to only blow fire in the air so we don’t burn the houses down,” Billow reminded her companion.
“Got it.”
Billow flew down to the ground and fought off a few more changelings that dared to go up against her. At this point, Calida had scared most of them off. Billow showed off by swinging her axe around and then putting on her back where her wings gripped it in place. Buttercream ran towards Billow to hug her, while her siblings were all occupied, helping Trixie and Sunburst.
“I knew you’d make it, Billie!” she said, throwing herself into Billow’s soft belly and wrapping her arms around her.
“I couldn’t ignore a request from my favorite little Northern Drake. So is that the family over there?”
“Sure is! Just sorry I can’t properly introduce them right now. We’re having a bit of a problem as you can see.”
“Don’t worry. These guys are gonna be a breeze. Calida and I got this.”
“Yeah, I’m surprised you convinced her to come!”
“She was in a good mood and thought she’d help out.”
“Good to see she’s still okay with helping ponies.”
“I got a few guards over there trying to push back too. And what about this queen?”
“Chrysalis? She’s bad news. I don’t think any of us can take on her.”
“Not even Calida?”
“Definitely not Calida. You’d have to know powerful magic to do it.”
“What about Nighty?”
“Oh Nighty’s not at that level either, but I couldn’t get him to come. The changelings destroyed the rest of my stamps before I could send his letter. We’re going to definitely need the Elements of Harmony for this one.”
“Well, we’ll figure it out. Here come some more of them. Let’s do this, Beo!”
“Lead the way,” said a voice inside Billow’s head.
The person Billow was speaking to was the axe itself. This axe actually had a mind of its own and was inhabited by an angelic spirit named Beo Tuag. She could move on her own when needed and could even speak to Billow or anyone else deemed worthy to wield her. No one else could hear Beo speak to Billow, but Billow heard her voice and understood every word. More changelings closed in. Like before, they had no problem fighting them back, until Buttercream saw two changeling combiners enter.
“Oh dear. Those guys again,” Buttercream said, anxiously.
“A bigger one? No problem,” Billow said, throwing Beo at the changeling. The magic axe struck the side of its head, but it only left a mark. The combiner was still crawling towards them. Buttercream flew in to the air and tried stomping on it’s back, but the creature lifted its elytron and catapulted her off into some nearby bushes before she could open her wings. Billow flew towards the combiner and tried to slice its mandibles off with Beo, but the combiner blasted her with a beam from its mouth. Billow tumbled onto the ground as Beo fell out of her hands and floated over to help her up. The combiner walked over to Billow and attempted to pinch down on her while she was still dizzy from the landing. Scorch saw what was happening and acted quickly. Billow looked up to see a tall, green Northern Drake putting himself between the large pinchers of the combiner and pushing back on them. The combiner roared in his face, but he blew fire at it until it backed off and separated into the ten changelings it comprised of. Scorch turned around to check his damsel in distress. Billow shook off her pain and then took a moment to examine her rescuer.
“Hey. You okay, miss?” he asked her.
Billow locked eyes with Scorch and couldn’t seem to take them off. She hadn’t seen a male dragon quite as handsome as him. He had an ideal muscular build and had already proven he was strong enough to defend a princess. Enamored by his looks, she almost forgot about the claw he had offered her. She put her claw in his and let him help her up.
“Yeah. Thanks,” she replied after clearing her throat.
“So you must be my sister’s friend, Princess Billow.”
“That’s me. And you?”
“Name’s Scorch.”
Barb let her eyebrows move back down. She turned her head and looked out of the side of her eyes. A flirtatious smile formed on her face.
“Well hey, good job with that guy. You’re pretty strong.”
“You’re not so bad yourself.”
“HEY! BRO! A LITTLE HELP HERE!” shouted Singe, who was holding back another combiner with Barb.
“I gotcha, Singe!” Scorch called back.
“Sorry about that. Come on, Beo!” Billow replied as she picked up her axe to start fighting again.
Scorch punched a changeling in the face and watched as Billow fought. He himself had already decided she was attractive. With many Northern Drakes possessing the same chubby, round build she had, he wondered if this Southern Drake had any Northern blood in her. Not only was she pretty; she also had amazing fighting skills. Scorch had been looking for a dragoness as beautiful and strong as her. He thought maybe he had finally found his match. Just then an elite blasted him in the stomach and he stumbled backwards. Barb stepped in and took the elite out with a flying kick.
“Remember what dad said about finding love, Scorch: it’s both a blessing and a distraction.” she said, teasingly.
“Shutup, Barb. I’m not in love,” Scorch laughed as she helped him up.
“Not yet,” she replied.
As Billow kept fighting she looked back to see Scorch lifting a brute and throwing it.
“I like him,” said Beo.
“Huh? Oh. Yeah, he’s nice,” Billow replied, blushing.
Starlight Glimmer’s eyelids slowly opened. Her vision was blurry, but it adjusted quickly. She was in a dark, domed enclosure, but rays of light shone through holes in the walls. She was still half asleep from the sedative fluids and almost forgot what had happened. The sight of a large magic-cancelling rock in front of her caused her to remember the invasion that had just taken place. Her eyes widened and she tried to move her legs, but they were covered in green casing and stuck to the ground. She heard a monstrous voice in front of her. Chrysalis walked forward into the light.
“Wake up, Starlight Glimmer,” she said.
“Chrysalis? What have you done to the others?!”
“They’re prisoners now, waiting to have their bodies drained of love until they’ve nothing left to give. You should consider yourself lucky you aren’t with them.”
“If you can call this luck. Look, I know what you’ve done with the Elements, but you can only have the upper hoof for so long.”
“Oh, what could possibly go wrong? Will little Flurry Heart and her friends stop me? My drones told me what happened to them, but those little brats don’t know where I’ve hidden all the wielders of the Elements of Harmony, both past and present. Even her parents had to be removed after what they did to me years ago.”
Starlight then realized her memories had not yet been copied because Chrysalis was not aware of the map directing the children to the location of the Teachers. It would not stay this way for long, so she did her best to stall the queen.
“So this is what you’ve been planning: to hijack Pinkie and Cheese’s wedding.”
“General Scutellum has been waiting till my return since your friends turned me to stone. We have spies all over Equestria, but the wedding had already made the newspapers everywhere. You ponies should be more clandestine about these events, but even all that security was in vain.”
“Scutellum…he took the necklace, didn’t he?”
“Yes. The possession of that necklace allowed all of this. Get everyone to think Princess Twilight Sparkle is the one with the necklace, telling them all that everything is fine, and they’ll just go with it. It was so convenient for Starswirl to make it, only for us to take it with just one ambush in the castle. We had control of this wedding before we even started.
“And this memory copy spell…where did you learn it?”
“Well that would be telling, wouldn’t it?”
Chrysalis walked in closer to Starlight. She put one tarsal claw under her chin and got her to lift her head. Starlight could feel the sharpness of the claw poking into her skin and she winced as Chrysalis leaned in. She could smell the musky, insect scent from her breath but could also feel heat the closer the changing got. Her body was like a furnace; pumping power through her veins.
“You’ve come a long way to think you’d be safe from my vengeance, Starlight Glimmer. What you did to my people that day, how you turned my drones against me and started a rebellion…you will suffer for it.”
Chrysalis pulled her claw away from Starlight’s chin and left a slight scratch mark on it. Starlight put her head down and rubbed her chin against her chest. Chrysalis began pacing about.
“I’ve waited for this day for so long, but I’m still looking for that fool Thorax. The two of you will be subjected to unspeakable torment for the rest of your lives!”
“Keep trying, Chrysalis. I’ve been a villain before too. If there’s one thing I’ve learned from it: it’s that no matter how far you go, you’ll eventually lose.”
Chrysalis turned back angrily and used her magic to pull Starlight’s head in close to her. She nearly pulled her out of the casing, but it still had a hold on Starlight’s legs. Starlight could feel the pain in her legs and neck as she was yanked hard.
“DON’T BE TOO SURE OF THAT!” Chrysalis snapped. “I’ve prepared well for this wedding! The necklace, the memory spell, and now my new powers, it will all be enough! My powers already outclass that of Discord! There isn’t a single fool out there that can stop me!”
Starlight closed her eyes and breathed heavily, fighting back the pain as best she could. Somehow, Chrysalis could still not break her. She stared at the unicorn mare for a few moments, until she closed her mandibles and glared suspiciously.
“You know something, don’t you?” Chrysalis said, lowering her tone.
Chrysalis set Starlight back down and quickly casted the memory copy spell on her. She looked through Starlight’s most recent memories and saw the map speaking to Flurry and her friends, showing them where the teachers were hidden. A few moments later, the spell was complete and Chrysalis’s eyes widened.
“The…the map…the children! They know where the teachers are!”
Before Chrysalis could continue, several changeling drones flew in through the holes in the wall to give her urgent news.
“Your highness!” shouted one drone. “We’ve got trouble! The centaur is attacking and we have reports that some dragons have shown up in retaliation!”
“And they’re helping some of the ponies in town escape!” said the other.
“Those fools. And now I have just learned that all the Element wielders are being rescued!” bellowed Chrysalis.
“They know where the wielders are?!”
“All of you send word to the changelings abroad that Princess Flurry Heart, her friends and their parents are to be captured on sight. If they have already rescued everyone, we can still trap them inside the new hive. Leave the Element artifacts to me. GO NOW!”
“Yes, Queen Chrysalis!”
The drones took off and flew out of the holes to do her bidding. Chrysalis took one more look at Starlight and stretched her arm forward, wrapping her claws around Starlight’s neck.
“I will deal with you later!” she growled before flying off through a large hole.
Starlight gagged for several seconds. She looked up through the hole and saw several changelings flying overhead in the same direction. She then heard the sound of blasts and shouting outside. The ‘centaur’ they mentioned earlier must have been Tirek, and the dragons could be any of Buttercream’s family or friends. Buttercream did manage to call for help after all, and other factions were already pouring in to fight back. Unfortunately, Chrysalis now knew about the kids looking for the teachers. The changelings still had the high ground. Chrysalis’s mention of the ‘new hive’ also baffled her.
“Flurry, please be careful out there,” she said, with bated breath. “Harmony help us if this is our last stand.”
“Starlight?” whispered a familiar voice from behind.
“Thorax?”
Starlight looked to the side to see several black changelings entering the prison. They quickly transformed into Thorax, Pharynx and their bodyguards.
“Stay quiet. We’re going to get you out of here,” Thorax said as he began firing a low power beam at the casing to weaken it.
“Thorax, she copied my memories! She knows the kids are trying to rescue the teachers!” Starlight said, trying her best to whisper.
“She does? Well that’s not good news.”
“What about the Elements?” Pharynx asked Starlight.
“I don’t know where they are. I think those spies still have them. Also, Chrysalis mentioned something about trapping everyone in a ‘new hive.’ Not sure what that’s about, but it’s probably a backup plan for in case the teachers show up.”
“Thorax, we can’t keep this façade up much longer before she figures out it’s us. And without those Elements, I don’t see any other way we can win this.”
“Keep looking. I’ll go out there and distract her,” Thorax told his brother.
“Thorax, are you crazy?”
“Look, she still wants me. Her hatred and desire for revenge will blind her to any threats. I can use that to my advantage.”
“She won’t show any mercy, Thorax,” Starlight added. “She was already talking about plans for torturing me.”
“It’ll be fine. It’s the best distraction I can think of. The rest of you look for the Elements. Hopefully Flurry and her friends have already found the teachers and are on their way.”
“Thorax, be careful out there,” Pharynx said before hugging his brother.
“Go, Pharynx. Lead the others. If anything happens to me, take care of them.”
They bowed to each other and Pharynx and the other changelings snuck out with Starlight. Once she was far enough away from the magic-cancelling rock, she was able to use a spell to cloak herself, while the others disguised themselves as black changelings. Thorax took a deep breath.
“Well I guess this is it. Time to confront her,” he said before transforming and taking off.