Tirek grabbed a changeling combiner by its leg and threw it into the ground before blasting it. The combiner split apart and the drones and spies scattered, while the elite and brute stayed behind to fight. He blasted both of them and they quickly retreated with the others. Tirek realized he had left a large gash in the dirt, so he used the Pendant of Restoration to mend the damage. He suddenly sensed great power behind him. Thinking it was another combiner; he and all the guards accompanying him turned around and were instantly immobilized by a red, fiery aura.
“ENOUGH!” shouted Chrysalis, as she flew onto the scene.
Tirek was pulled in closer to her. He could only move his eyes and make grunts of pain in this state. Chrysalis glared at her old partner in crime that she never actually considered a friend.
“So it’s true what they say: you finally chose the coward’s life,” Chrysalis jeered. “Oh Tirek, you fool. If you had kept all that power for yourself in the Midnight Kingdom, I’m sure even I could not have surpassed you. I suppose I should thank you for that. More power for the changeling horde!”
“CHRYSALIS!” shouted a voice behind her.
Chrysalis turned around to see Cozy Glow boldly walking out of the tree to meet her. She was suddenly reminded of what happened with the little filly.
“Oh, yes, and then there’s this little brat. What a charming reunion. Do you two really think what you’re doing here is going to make up for your awful deeds? No. There’s no point in going back now that society has demonized us all. Once a villain, always a villain!”
“HALF NOTE!!” Melody screamed, as she flew out of the tree.
“Mom?” Cozy responded, turning around.
Before Melody could reach her daughter, she and Cozy were both instantly frozen in their tracks by Chrysalis’s magic. She brought them in close to her and let go of Tirek. Tirek and his guards fell to the ground and were quickly encased by tons of hyper changelings that surrounded him. They took the guards away to be harvested, while Tirek’s pod was kept behind for Chrysalis. Chrysalis continued monologuing.
“You’ve come so far for such a delinquent, little imp. Through Pinkie’s memories, I remember what I saw happen with you, Cozy Glow…or should I say ‘Sorceress’.”
Cozy looked forlorn, while Melody grimaced at Chrysalis for using her daughter’s villain title she no longer wanted to be associated with. Chrysalis then directed her attention to Melody and put her claw under her chin.
“Aw, and how precious to see you’ve finally found your mother. Tsk tsk. Well there’s some good news for me: the bond between the two of you is rich in love magic. I hope you don’t mind if I feast on it!”
Chrysalis’s jaw split in half and she opened her maw to absorb the love from Cozy and Melody. The transfer had barely started when they both disappeared in a flash before the changeling queen’s eyes.
“What?! WHERE ARE THEY?!”
“Your highness! The refugees in this tree are gone!” shouted a changeling drone that had just flown out of the tree.
“It’s not possible! Unless…”
Chrysalis then felt a blast of magic against her back. Her powers made her practically invulnerable, but she still felt some discomfort from it. She turned around to see all the changelings tied up together in a rope, gagged with handkerchiefs. Tirek was freed from the casing and Discord stood behind him, dressed like a western sheriff.
“Discord!” she barked. “Where are you taking my prisoners?!”
“Hey, if I can’t beat you myself, I might as well help everyone else out,” Discord said, twirling a small revolver with an orange barrel plug around his finger. “It’s been fun, Chryssie, but if you’ll excuse me, I’ve got some ponies to rescue.”
Discord snapped his fingers and disappeared to an area Chrysalis could not track. Although her power level outclassed his own, his chaos magic was still foreign to her. It would be nearly impossible to keep up with him from just teleporting around.
“Chrysalis, this will end now!” Tirek demanded, shaking off some of the casing.
“For you, perhaps!” Chrysalis said, going airborne.
A flurry of discharges came from Chrysalis’ horn. Tirek summoned a shield to parry the blows. The shield would have dissipated from the overwhelming amount of energy Chrysalis was exerting had she not stopped firing. He fired back and hit her, but it was like spraying water against a wall of titanium. Her hide was so impenetrable; she didn’t even need to use a shield. Tirek tried firing more powerful shots. They still had no effect. Finally, he charged his fist with a magic aura and leapt forward, punching her with all his might. He then stumbled backwards, grabbing his fist with his other hand as it ached with pain. She still remained untouched and immobile.
“Is this what Scorpan had to deal with? Pathetic,” she said, opening her mandibles and firing a beam from her mouth.
Tirek tumbled around on the ground. Suddenly, Thorax flew down in and landed between the two of them. She ignored Tirek, while the black changelings took on him. She glared at the one changeling she hated more than anyone else.
“You…I’ve found you at last, traitor!”
Thorax let himself be surrounded in her aura. She brought him in close and grabbed him by his neck, sinking her tarsal claws into his carapace.
“CHRYSALIS, PLEASE!” he winced.
“SILENCE, THORAX!” she roared in his face. “Look, I know you’re trying to distract me with the centaur and those dragons. My army is great in number and they will deal with them, as well as the children trying to reunite the teachers with the Elements. As for you: words cannot even describe how much I have yearned to tear you apart since you betrayed me. But your punishment will be more severe. I will find everyone you care about and make you watch as I drain them of their love!”
Thorax could not think of anything to say back to her. He figured she had already been told she would lose eventually, and that was all he could have faith in. If he could keep her from joining the fight long enough and leaving her minions to do her work, perhaps that could turn the tide of the battle.
“I…I want to make you listen,” he said, hoarsely. “Please, the rest of us saw the light. Pharynx even admitted that he still loved his people, and that transformed him.”
“Your brother was as weak as you. So was Elytra. But enough of this pointless debate. When you awaken, this entire land will be under my complete control!”
Chrysalis then stretched her abdomen frontwards and shot the stinger into Thorax’s chest. The venom put him to sleep in an instant. She spun him around while ejecting casing from her mouth to create a pod.
“Lieutenant!” she barked as another elite flew in. “Be on high alert. We are losing some of our prisoners, and I must have enough magic if I am to summon a new hive.”
“What about the teachers, my queen?” asked the elite.
“We cannot let them get to the Elements, and we are in more danger if Queen Cadance and King Shining Armor use their love spell, but I have a plan: if we can trap them in the new hive, their magic will be useless. Tell our forces to focus on trapping the teachers and making sure Cadance and Shining Armor never get together. I kept them in separate caves on opposite ends of Equestria, so alert me once at least one of them is in here and I will begin the ritual.”
“Yes, Queen Chrysalis!”
The elite and dozens of other changelings flew out to follow her orders. Chrysalis turned back to the pod that Thorax was now in. She looked through it to see Thorax with his eyes closed.
“Now that I have this traitor, I believe I may have just enough love magic to steal and create a new castle for the changelings to call their own.”
Using her powers, she lifted a magic-canceling rock that was planted on the ground nearby. She then placed Thorax’s pod on the rock and attached it with more casing.
“And as long as I keep you on this rock, there’s nothing that fool Discord can do to save you!”
“MINI PARTY CANNONS DEPLOY!” Pinkie shouted as tons of small, automated Party Cannons rolled on the ground.
“You wanna crash our wedding? We’ll crash your invasion!” Cheese added as he manned the turret to his Party Tank.
The mini party cannons shot confetti and deserts at the changelings before her. They were then hit by a more powerful blast from Pinkie’s Party Arm Cannon or a buck to the face from Maud. Some elites and brutes came in and were more invulnerable to the blasts. They nearly attacked them, but the dragons swooped in and fought back. A few of Pinkie’s clones had also made it out of their pods with Discord’s help or had been hiding in town the entire time. They did their best to annoy the changelings with their antics. Buttercream had donned her cheerleader outfit and pom-poms. None of the changelings suspected she could still fight like this. She posed in a stance like she was going to start using martial arts, then began skipping forward joyfully, while humming a tune. Several of them flew in towards her, but she punched and kicked them in perfect rhythm, while performing a little dance and chant she learned in cheerleader lessons years ago.
“Over and over and over again! We’ll keep on fighting till the very end! No time to waste! It’s out or in! We’re Daleshire dragons, and we’re going to win! Go Dragons, GO! Go Dragons, GO! Go, D-R-A-G-O-Ns, GO! GO DRAGOOOOONS!!!”
She did a split and shook her pom-poms around. Many changelings surrounded her; incapacitated from the hits they received. Just then, Pinkie tossed her a spare Party Arm Canon.
“Hey, Butter! Catch!” she shouted.
Buttercream caught the cannon and slipped it on her arm to test it out.
“Thanks Pinkie! Now how do I-AGH!!” she yelped, tumbling backwards after firing her first shot.
“You’ll get used to the kick,” Cheese commented.
“I love it!” she said, getting back up and quickly adjusting to the cannon.
Several changelings flew in towards Buttercream. She aimed and shot confetti at them with her newly acquired weapon. It began to overheat so Billow stepped in front of her and used Beo Tuag to smack any remaining changelings.
“Hey there!” Pinkie said to Billow. “You must be one of Butter’s dragon friends!”
“Name’s Billow,” the large dragoness responded. “Sorry if we’re making a mess of things.”
“Don’t worry. We’ll get it all cleaned up later.”
“Guys! More beetles!” Singe said, pointing to a nearby combiner that was crawling towards them.
Cheese aimed the Party Tank turret at the combiner and fired a shot, but the combiner only flinched. Suddenly, Scorch flew underneath it and lifted it in the air. The combiner began buzzing its wings and went airborne. Scorch’s trap worked. He took off to get to the combiner’s level and was joined by Barb as they both rained down columns of fire onto the giant insect. The flames engulfed the combiner, as it fell to the ground and quickly separated. Everyone else on the ground then began pummeling the changelings.
“They separate a little easier if you use fire!” Scorch called to the others.
“Electricity works too!” Starlight shouted as she zapped another combiner with her thunder spell, causing it to separate.
The dragons flew in to take care of the changelings while Starlight used a really powerful beam attack on the elite, sending him flying back into a nearby building.
“STARLIGHT!” Sunburst and Trixie both shouted, as they ran to hug their friend.
“We thought you were a goner!” Trixie said.
“Did Thorax and the others find the Elements?” Sunburst asked Starlight.
“No. Chrysalis has them somewhere else,” Starlight responded. “Also, she said something about trapping the teachers in a ‘new hive.’”
“A new hive? Do you think she means like the one that we entered to rescue everyone a while ago with Discord and Thorax?” Trixie asked.
“I think so, but I don’t know where it is. I didn’t even know the changelings had constructed a new hive castle. If it were in Equestria, everyone would have known by now.”
“I hope the children are safe,” Sunburst said. “If we can’t muster the Elements, we do still have Cadance and Shining Armor’s love spell. I wish I knew where they were.”
“EVERYONE! WE MADE IT!” shouted a familiar voice behind them.
They all looked to see Spike with Sandbar and Flurry arriving on the scene. Buttercream, Barb, Scorch and Singe all immediately ran over to hug Spike while Flurry flew in to hug Pinkie.
“SPIIIIKE!” Buttercream shouted, as she and her siblings all tackled Spike to the ground.
“FLURRY! You’re all right!” Pinkie said, with tears in her eyes.
“And we brought some backup!” Sandbar said, pointing behind him.
The rest of Flurry’s friends walked in together with their parents and the remaining teachers.
“You…you did it! You got all the teachers!” Sunburst said, pushing his glasses up after they nearly fell off.
“Sorry we’re a bit late to the party,” Smolder said, smugly.
“Where are Elements of Harmony? We use them against evil bug queen!” Yona barked.
“We don’t know right now, sadly,” Starlight told Yona.
“Flurry said some changelings took them before they were all teleported to speak with the Spirit of Harmony, so they can’t be in the castle,” Gallus added.
“They all spoke with the Spirit of Harmony?” Sunburst asked.
“Well it was just the kids, but the rest of us were all taken away safely,” Mr. Cake explained.
“Yup, and then She put us all right where the teachers were!” Stormy beamed.
“And thankfully she sent Flashy and Misty to their grandparents’ house in Cloudsdale. Dash would kill me if she found out I had them here this whole time,” Thunderhead added.
“So that’s how you all got to them so quickly: through divine intervention,” Sunburst continued. “Well what about your parents, Flurry? Have you seen them yet?”
“Not yet,” Flurry responded. “I think Elytra knows where they are and is looking for them. I’m sure their love spell can work.”
“Hey everyone, hate to break up this reunion, but we’ve got company,” Billow said, pointing to a horde of hyper changelings flying in towards them all. She then took off and swung Beo back and forth, taking out several of the changelings as Barb helped her out.
“Is that Princess Billow from Super Dragon Warriors?!” Stormy squealed, pressing his hooves against his cheeks.
“We can ask for autographs later, Storm!” Pound said, pulling him in.
The dragons all fought the changelings back with Starlight, Sunburst, Trixie, Maud, Pinkie, Cheese and the Pinkie clones’ help, as the children all huddled up behind their parents. The teachers had no choice but to stay and fight. They knew how important they were but it was already too late to hide. As Barb, Scorch, Singe and Billow took to the skies, Spike and Buttercream ran forward to help, but were blocked by General Scutellum.
“Well if it isn’t the fat one. Ah, yes, and his equally corpulent sister!” he cackled.
“Hey, this is some quality Northern Drake chub!” Buttercream shouted, lifting her belly and jiggling it around.
“That’s right! You wanna pick a fight with me and my family, you’ve got another thing comin’!” Spike said, smirking as he and his sister got ready to fight.
“I’m going to enjoy this,” General Scutellum replied before transforming into the giant, red, horned beast form he used when he first attacked Ponyville.
Spike and Buttercream both flew forward, spewing fire at him as he shot beams from his horn. He knocked Buttercream back but Spike made it to him and landed a powerful punch right against his cranium. Scutellum shook his head and roared, until something even heavier came crashing down on him. Singe had done a body slam onto the beast. While Scutellum was temporarily woozy from the blow, Scorch and Barb blew their fire onto him, but it did no good. While he wasn’t quite as strong as the combiners, his hide was tough enough to keep him from taking the damage and transforming back. It would take a more powerful force to do that.
“Whoa! Is that the thing you saw when you first came here, Flurry?” Pumpkin asked, watching the spectacle.
“That’s him,” Flurry replied.
“So awesome!” Stormy squealed.
“Just what are we going to do about all this?” Mrs. Cake asked, frantically.
“Are we even going to be safe inside our own homes?” Mr. Cake added.
“Just stay close to us. We’ll protect you,” Silverstream told them.
“You may have already done your job in finding us, but we’re not giving up on you,” Ocellus added.
“Oh and look, the cavalry has finally arrived!” Tex shouted.
Everyone looked to see Tex pointing to a stampede of buffalos with ponies from Appleloosa riding atop them. In the front was Applejack’s cousin Braeburn, riding a now fully-grown Little Strongheart.
“YEEHAW! Buffalos do yer thing! Show these here changelings no one messes with the Apple Family!!” shouted Braeburn.
“BUFFALOS ATTACK!!!” Little Strongheart called.
“FOR PONYVILLE!!!” the buffalos added in unison.
The ground began to rumble and some changelings on the ground were charged by the buffalos and tossed aside like ragdolls. They slowed themselves down to avoid hitting any of their allies, but they were still too fast for the changelings to blast. The changelings took to the skies to avoid getting hit, but Calida and the dragon guards that Billow brought along gave them trouble. On the ground, Scutellum tried blasting the dragons until several buffalos knocked him over. He got back up but was instantly pulverized by all five of the dragon siblings and Billow swinging Beo at the same exact time. This was enough to stun him into submission and cause him to revert to his changeling form. He was lying on the ground, aching all over and groaning.
“Aw, did that feel ‘equally-corpulent’? PFFFFFT!” Buttercream taunted, sticking her tongue out at the changeling general.
The scene was quickly overcrowded with tons of changelings and buffalos. It was no longer safe for the kids to be around.
“Man, this is chaotic!” Pound yelled over the stomping and yelling.
“We need to get out of here!” Annie cried, climbing up on top of her father.
“Hey, has anyone seen the teachers?!” Chip asked.
“Oh no! Where did they go?!” Flurry asked, frantically.
“Well, these are changelings we’re talking about. They’re going to use their disguises to fool us. The teachers probably think they’re still with us somewhere else,” Thunderhead added.
“FLURRY HEART!” shouted Twilight Sparkle nearby.
Flurry looked up to see Twilight, Celestia, Luna and Cadance all flying in with Elytra next to them.
“MOM! TWILIGHT!” Flurry called as she rushed to hug her mother and aunt.
“Where’s Applejack?” Tex asked Elytra.”
“And Rainbow Dash?” Thunderhead added.
“They’re on the northern end of town, looking for you guys!” Elytra told them.
“Flurry, where’s your father?!” Cadance asked.
“I don’t know, I thought he was with you!”
“They’re keeping the two of them from getting together!” Twilight told them. “That way we can’t use the love spell we saw at the Canterlot wedding.”
“And I couldn’t find Shining Armor,” Elytra said. “The black changelings must have moved him once they heard what we were up to.”
“Well we lost the teachers in all this commotion sadly. We need to get Mom and Dad together to use the love spell,” Flurry said.
“Luna and I will stay here and help the others fight. Twilight and Cadance should have no problem reaching out to find Shining Armor with their connection to him,” said Celestia.
“And once you find him, use the spell right away and we will instantly banish all these changelings,” Luna added.
“Mom, Twilight, I’m coming with you,” Flurry said, huddling up to her mother.
“As am I,” Elytra added. “I’ve helped you all get this far and I’m not about to let my mother harm these innocent ponies.”
“We might as well all go,” Tex said as the rest of Flurry’s friends and their parents joined them.
“Yeah, we gotta get to mom. We’ve really been missing her,” Chip added with Annie standing next to him.
“Celestia, Luna, will you be alright here?” Flurry asked.
“They’ll be fine,” said Starswirl, who had just arrived with the Pillars.
“Starswirl!” Flurry exclaimed.
“Somnambula!” Stormy said, hugging Somnambula.
“It’s good to see you too, Storm Streak, but you must go! It’s too dangerous here!”
“We’ll distract these changelings long enough and hopefully the queen as well!” Rockhoof said, brandishing his shovel.
“Rockhoof’s right! We’ve got this!” Flash Magnus added.
“The northern end of town appears to be safer. It will be easier to concentrate your magic over there. Quickly now!” Celestia called to them.
“GO!” Starswirl hollered before blasting a changeling that was headed towards him.
Flurry and the others ran off while the royal sisters and all the Pillars stayed behind to join in the fight, which had already overtaken the center of Ponyville around the demolished town hall.
“Everyone, if you can find the changeling that took the necklace and disguised himself as Twilight, destroy that necklace!” Starswirl called to the others.
“Destroy it?” asked Luna.
“I put a failsafe spell inside it. If the crystal is smashed to pieces, it will send a surge of energy that will take changeling’s shape-shifting powers away for at least twenty four hours.”
“What does it look like, Starswirl?” asked Mistmane.
“It’s on a golden band with a green gem.”
“We’ll keep our eyes pealed,” Mage Meadowbrook replied.
Over by the dragons, Spike punched several changelings one at a time and allowed one scrawny spy to fly into his belly, which then bounced back as if he hit a trampoline. Buttercream sat on top of him and crushed him into the ground, leaving him dizzy and unable to fight back. A changeling brute was on its way to ramming into Spike, when he suddenly heard a voice off to the side.
“YOU LEAVE MY SPIKEY WIKEY ALONE!” shouted Rarity.
Spike looked to see her rushing in, not wearing her glasses, bracelet or vest. She used her magic to lift several rocks and pummel the brute with them.
“Rarity!” Spike shouted as he blew fire at the brute until it ran away.
They both stood back to back and continued fighting the seemingly endless horde of black changelings. Spike continued punching them while Rarity did a spinning kick to an oncoming drone.
“Just like old times, eh?” Spike asked Rarity.
“Glad to have you join the fight, Spike!” Rarity replied.
“Was it nearly this bad during Cadance and Shining Armor’s wedding?”
“Oh not nearly as bad! That repulsive Queen Chrysalis has clearly learned!”
“Rarity!” Buttercream called as she lifted and threw a drone. “Please tell me we’ve already met and I wasn’t talking to a changeling this whole time!”
“Oh we have, dear! After I got to Ponyville, the changelings attacked me and put me in one of those filthy pods!”
“Phew! I was gonna say! Practically everyone we knew was captured!”
“SPIKE!” shouted Applejack and Rainbow Dash arriving on the scene with Fluttershy behind them.
“Girls! Where have you all been?” Spike asked.
“Away from home for way too long, that’s where!” Rainbow Dash said, giving an upper cut to an oncoming changeling.
“Where in tarnation are our families?” Applejack asked, frantically.
“And where’s Discord?” Fluttershy asked.
“You just missed Flurry and the others,” Spike replied. “Your kids and husbands are with them heading to the north end of town. And I don’t know where Discord is right now, but he was over here earlier helping rescue ponies from harvesting pods.”
“Oh that’s so kind of him!” Fluttershy said, smiling. “But I take it he can’t stop Chrysalis?”
“I doubt it. She’s way too powerful. We need the Elements of Harmony or at least Shining Armor and Cadance’s love spell.”
A hyper changeling combiner then started running towards them all. Celestia and Luna stood in front of everyone and shot beams at it. The combiner stumbled backwards but regained its composure and tried again. Suddenly another huge beast appeared behind it. A giant orchid mantis pounced on the combiner, clamped it with its claws and threw it aside. Celestia and Luna then combined their beam attacks and blasted the combiner, causing it to finally separate. The orchid mantis turned to everyone else and spoke in the voice of several changelings.
“Everyone! This is Pharynx and several others! We’re here to help!”
“Whoa. Even the good changelings figured it out!” Spike said.
Suddenly an orange beam was fired at the mantis. It separated and several hyper combiners stood around it.
“EVERYONE, RUN!” shouted Pharynx.
Spike, Buttercream, Rarity, Fluttershy, Rainbow Dash and Applejack all retreated as the combiners surrounded Pharynx and his troops. Scutellum, who had finally regained consciousness, flew in and stood over Pharynx.
“Scu…Scutellum?” asked Pharynx.
“Pharynx, you fool. I told you to come with me. I told you there was nothing for you with Thorax and the others, but you still stayed behind with them and now look at you!” Scutellum shouted as he lifted him with his magic.
“Scutellum, you already lost Elytra! How can you possibly still think this is all okay?! Where is your love for the other changelings you grew up with?”
“They betrayed the changeling code! A rebellion against our queen is a rebellion against all changelings!”
Pharynx then blasted Scutellum in the face. Scutellum turned his head slowly and cracked his neck side to side.
“Let’s end this properly, old friend,” Scutellum said.
They then stood up on their hind legs and fought like horses with their front legs, biting at each other occasionally and using their horns to attack like male beetles fighting over a mate. Pharynx’s friends watched in horror as the combiners hovered over them, making sure they would not interrupt or try to escape. Everyone else in the background continued to fight. The battle was long and hectic. Some were eventually overcome by their opponents, until someone more powerful came to the rescue and the cycle repeated. It was a constant stalemate. But this was just what was needed for the changelings to secure their victory.
Unbeknownst to everyone, Queen Chrysalis was watching from atop a nearby cottage. Several changeling spies were flanking her.
“Did the others take care of the teachers?” she asked one of the spies.
“Yes, my queen. Right now they think they’re with the children on their way to finding the Elements.”
“Good. Now go after Queen Cadance. Do not let her get to her king or we will have a repeat of the Canterlot wedding. NOW!”
The spies all obeyed and flew off to do their work. Chrysalis turned back to the battle scene and snickered.
“This is the perfect diversion. The new hive is already starting to grow.”