They arrived just in time to hear Jackknife’s last roars.
“YOU SNEAKING, THIEVING LITTLE…!” echoed defiantly over the moonlit forests, before a flash of green light lit up the west end of Ponyville, and the sea serpent went silent.
The group cautiously made their way towards the source of the noise, before seeing the wreckage. Someone - most likely Jackknife - had put up an incredible fight. Several buildings lay in ruins, and there was a massive hole through the bottom of Rainbow’s house.
But Jackknife was nowhere to be seen.
Worse still, the ponies who were rapidly repairing the houses kept glaring around with very un-ponylike snarls.
“Hurry it up, c’mon, hurry!” Rainbow Dash was snarling, without a hint of her former confidence. “Leave no evidence!” She looked to three more pegasi, one of whom Spike recognized as the mail mare Ditzy, though she wasn’t looking too ditzy now. And her mismatched eyes were now perfectly aligned. “You three, do another sweep of this place. There could be others hiding about. I’ve got to confer with the Queen.”
Spike, Phoenix and Astral glanced at each other.
“Queen?” Phoenix mouthed.
“I don’t think she’s talking about Twilight,” Spike whispered, motioning for the others to follow. “C’mon.”
“I just hope we’re not too late,” Astral whispered as they followed the cyan pegasus.
Together, the three dragons followed ‘Rainbow Dash’ back to Twilight’s library. By his side, Spike could feel Phoenix shuddering, and he couldn’t blame her.
Jackknife was down. And according to Astral, Night Fire had been taken too. Spike had no idea how Canterlot was holding up, but Diamondback and Swift were down there as well.
Phoenix was the only help he had; they were the only two Dragon Elements of Harmony left. Was it even possible for only Magic and Honesty to summon the necessary magic?
Spike was broken out of his thoughts as he leaped for the bushes outside the tree… and collided with something furry.
“OW…”
Spike quickly muffled the body before it could yelp, finding himself gripping Trixie.
“Trixie?” Phoenix hissed. “What are you…”
Spike hushed her, before glaring down at Trixie. “What did you say to me when I was suspicious of you?”
Trixie grimaced. “That being violent may be in a dragon’s genes.” She glared at him. “Was I wrong? Or do you remember what you did to Starlight?”
Spike sighed, and released her. “I attacked her,” he admitted. “And ended up causing a timeline where ponies and dragons were at war.”
“Okay, we know she’s not a changeling,” Phoenix hissed. “So maybe we can get around to the question of what she’s doing here?”
Trixie wrenched Spike’s hand off her mouth, before all four of them went silent, watching Rainbow Dash as she marched into the library.
Trixie tossed her mane and tried for a winning grin. “The Great and Powerful Trixie was blessed by a vision from Princess Luna herself. She warned Trixie of a great evil in Ponyville.” Here, her voice softened. “One that’s threatening Starlight…”
Spike’s heart leaped into his throat. Had Luna warned them because Canterlot had been attacked? He thought of Swift and Diamondback, and ice settled over his soul.
Phoenix winced too. “I-Is she okay?” It took Spike a minute to realize she was talking about Starlight.
“Trixie doesn’t know,” Trixie admitted. “Trixie just got here.”
Spike covered their mouths as he heard energy crackling from inside the library. “And let’s make sure that we get to leave.”
“Then let’s hurry,” Astral said, finding an open window. “We don’t know if Starlight has been captured or not.”
“Then let’s find out,” Phoenix growled softly.
Carefully, the four looked into the window.
Rainbow Dash joined the rest of the Mane Six as they grouped around the library table. There, some sort of strange obsidian gem was powering up with green energy.
“Is it ready?” Twilight demanded.
“Just one more,” Applejack replied, before hitting the gem.
Energy crackled, and a smoky gray and green blob formed into a holographic image of…
Phoenix covered Trixie’s mouth before she could gasp.
“Queen Chrysalis?” Spike struggled to keep from shouting.
“Why would they call her?” Astral whispered in confusion. “And since when could the map use communication functions.”
“I think they’re using something else; they’re just setting it on the map,” Phoenix clarified, before Trixie hushed them both.
“Ugh,” the changeling queen groaned. “I can’t take any of you seriously when you look like that.”
“Huh?” Twilight looked down at her form before chuckling. “Oh. Right.”
Spike’s heart throbbed as Twilight was covered in green flames, as were the rest of the Mane Six. In seconds, six changelings stood in their places.
Spike lowered his head. Ponyville was truly taken by the changelings.
“Much better,” Chrysalis sneered. “Now report!”
“Everything here is going according to plan,” the changeling that used to be Twilight replied. “We’ve replaced the Pony Elements of Harmony and taken control of the castle.”
“Library,” the changeling that used to be Pinkie noted. “It… it’s still a library.”
The changeling that used to be Rarity scoffed. “Some princess if she still wants to live in a tree.”
“What about the Dragon Elements?” Chrysalis demanded.
“We’ve secured the Dragon Element of Loyalty,” the changeling that used to be Rainbow said. “No sign of the Dragon Elements of Magic or Honesty, though.”
“Keep looking for them,” the Queen growled. “The Dragon Element of Joy has been secured along with the Dragon Kingdom, and I’ve received word that the Dragon Elements of Generosity and Kindness were taken along with the princesses from Canterlot. We MUST make sure that we aren’t blindsided by more of the ponies’ pets again if we hope to keep control of Equestria this time.”
“Don’t worry, my Queen,” the changeling that used to be Twilight boasted. “The Dragon Element of Magic is nothing but a princess’ pet.”
“And Honesty’s nothing more than a scarred wreck of a lizard,” the changeling that used to be Applejack boasted. “They are no match for us.”
“And since the Dragon Element of Joy was considered quite the ‘treasure’ for the new Dragon Lord,” the changeling that used to be Pinkie Pie noted, “We’ll be able to use her to take over the Dragon Lands too.”
“And with all the most beloved ponies of Equestria taken care of,” Chrysalis noted with glee, “No one can stop us!”
The changelings laughed maliciously, while Spike slowly lowered himself down with horror.
Canterlot had fallen. Diamondback. Swift. Jackknife. Night Fire. All of them were prisoners, if not worse.
He looked to his friends: Trixie, for once losing her boastful energy and now quivering in terror. Phoenix, looking down in despair. Astral was wide eyed, his eyes flickering between red and his normal light blue as he struggled to hold back his rage.
They weren’t much, but they were all Spike had to work with. He had to figure out a way to stop this madness.
Suddenly, a creak sounded from inside, causing the changelings to hiss.
For a terrifying moment, Spike thought their cover was blown. But as he poked his head inside, he saw the changelings - back into their cover as the Mane Six - instead advancing on a closet door.
The fake Twilight ripped the door open, glaring inside at Starlight as she whimpered in fear. Spike remembered Phoenix taking her magic; she had no defense.
Trixie gasped. “STARLIGHT, NO!”
The changelings spun, hissing as they beheld the group.
“Looks like stealth is out of the question,” Spike growled, before leaping through the window and unleashing a blast of fire.
Astral flew over Spike’s fire, drawing his swords and clashing with the fake Fluttershy, who used a pair of daggers to keep from being sliced to ribbons.
Phoenix followed, charging the table and overturning it, shattering the communication gem and flattening the fake Rainbow Dash and Applejack.
Even Trixie got in on the action, summoning several fireworks and setting the fake Pinkie’s mane on fire.
Unfortunately, when Spike chanced a glance out the window, he saw several ponies charging flat out towards the library. And considering they were being led by the straight-eyed Ditzy and what had to be a fake Jackknife, he got the sense they weren’t coming to help them.
“We need to get out of here!” Spike yelled. “Phoenix, do you still have Starlight’s magic?”
Phoenix was focused on keeping fake Rainbow and Applejack down, but she managed to withdraw the gem containing Starlight’s magic from one of her scales.
Unfortunately, as she tossed it to Starlight, the fake Twilight blasted it aside.
“I don’t think so,” the fake Twilight said with a malicious grin, that was cut short as Starlight screamed in fury and kicked her in the jaw.
Though as the fake princess went down, Starlight hopped on one hoof, clutching the one she had kicked in pain.
“Ow-ow-ow, how do you make it look so easy?” Starlight demanded.
“No time to explain,” Phoenix said, turning and coughing out a fireball as the first of the changeling reinforcements burst through, one of them snatching away Starlight’s magic gem. “Trixie, can you pull off a teleportation spell?”
Trixie winced. “I-I think so.”
Spike blasted fire at the changelings while Phoenix flung her table at them, but they were starting to push through. Astral lunged forward to intercept them, but his attacks only kept them back briefly.
“Do it!” Spike yelled.
Yelping in fear, Trixie cast her spell on Starlight first. With an explosion of smoke, Starlight vanished.
“W-Where’d she go?” Spike asked.
“A magician never reveals her secrets!” Trixie snapped, poofing Phoenix away with a burst of fireworks. “Especially with evil changelings busting down the door.”
Indeed, without Phoenix, the changelings were starting to get the better of Astral. Though he had managed to grab Starlight’s magic gem and produce a shield from it, the changelings cracked the shield further and further as the green dragon struggled to maintain the shield and fight off his adversaries at the same time. Spike tried to support him with flames, but then he felt Trixie’s spell envelop him.
As he was cast into a void of magic, Spike sent out a quick prayer. “Please don’t let me be caught in some magic stage trick?”
##
With a burst of fireworks, Spike found himself stuffed into a top hat.
Wrenching his face free of the headwear, Spike found himself at Trixie’s caravan. Starlight was struggling to open some sort of box, inside of which Spike could hear Phoenix pounding on the door.
Tossing the top hat aside, Spike wrenched the box open, allowing a gasping Phoenix to tumble out onto the grass.
For a moment, the three just focused on catching their breath.
“P-Phoenix,” Starlight whimpered. “I…”
Phoenix waved her off. “Don’t… it’s… I…”
The two of them glanced at each other and then away, both looking ashamed and uncertain. But before they or Spike could find something to say, Trixie appeared in a blast of smoke, shivering all over with tears in her eyes.
“Trixie!” Starlight yelped, running to her friend’s side.
But Phoenix and Spike noticed something horrible. “Where’s Astral?”
Trixie shook her head. “I… without your fire, he…” she shivered and brought out Starlight’s magic gem, solemnly handing it over to the unicorn mare.
Spike felt like the world was being swept out from under him. “You left him behind?!”
“There were too many on him!” Trixie shrieked back, all of her bravado gone. “H-He tossed me the gem and told me to go. A-And I can’t deal with any of this! I’m just a performer! This is princess-level stuff!” She indicated Spike. “Y-Your kind of stuff!”
Phoenix seethed. “Yeah, well in case you didn’t hear that report, two thirds of our crew are changeling food!” she snapped. “I got no idea how we’re supposed to fix this!”
Trixie managed a hollow chuckle through her sobs. “Then that’s it, isn’t it?” she whimpered. “We’re doomed. We’re doomed! Nice knowing you everyone!” She paused, glancing at Spike. “Well, not you! You were a jerk!”
Spike’s jaw dropped. “You were a jerk too!”
Trixie immediately flinched back. “Wait, don’t hit me!”
“Please don’t hit her!” Starlight begged, jumping between them, “We don’t want the changelings to win, we swear!”
Spike stepped back, his heart throbbing in hurt, before Phoenix hesitantly stepped up, flinching at the fearful look Starlight gave her.
“Okay! Okay…” Phoenix said, pulling Spike back. “We’re backing off. It’s bad enough the changelings have everyone; we don’t need to fight amongst ourselves.
Trixie and Starlight still shivered, before Starlight paused in consideration.
“W-Wait,” she said. “W-What about Cadence?”
Spike gasped in realization. “That’s right! Chrysalis said they only hit Canterlot and Ponyville. M-Maybe Cadence is still safe in the Crystal Empire.”
Phoenix grimaced, but with a regretful look at Starlight, she nodded. “It’s worth a shot,” she said. “But we’ll need to hurry. If we don’t get to the Crystal Empire before the changelings do…”
“It’s too late for that,” a voice replied.
The group spun as a changeling came out of the forest. Trixie shrieked and went for her fireworks supply, but Spike noticed something about the changeling, and quickly snatched it out of reach.
“No, guys, wait, I know him!” Spike said, looking to the changeling. “T-Thorax?”
“Wait a minute, Spike,” Phoenix insisted, already holding Trixie’s fireworks and ready to use them. “How do we know this is the changeling you spoke of?”
The changeling sighed. “You defended me from the ponies of the Crystal Empire. You showed me that it’s possible to share love instead of stealing it.” He looked down. “I just… wish I had learned more before…”
Spike relaxed, despite the regretful look on Thorax. “It’s okay guys,” the dragon said to his group. “He’s a reformed changeling. He’s on our side.”
Trixie still hid behind Phoenix. “I believe it,” she insisted. “Just… tell him to stay over there for now, okay?”
Starlight sighed, but turned to Thorax desperately. “What do you mean there’s no help? Did the changelings get Cadence too?”
Thorax looked down in despair. “Cadence, Shining Armor, Flurry Heart… I tried to tell them there was another way, but they wouldn’t listen! Sunburst saved my life; got me out of there, told me to get Princess Twilight, but…” He looked towards Ponyville worriedly. “It sounds like it’s too late for that.”
“Yeah,” Starlight said, before looking at Spike. “Well… what are we gonna do?”
Spike grimaced, before noticing Trixie and Phoenix were looking at him as well. “I…” he mumbled. “I dunno. Everyone with powerful magic is gone, and without our full team here to channel all the power of the Elements…”
Phoenix gasped. “Wait, guys!” she said, pointing. “Maybe there’s still someone who can help us.”
She pointed, and the others followed her gaze. By some sheer coincidence, Trixie had set up her caravan near Fluttershy’s cottage. And though the yellow pegasus was gone, Discord was humming as he tended to her flowers.
Spike stopped Phoenix before she could approach. “Wait a minute,” he said. “First of all, how do we even know that’s Discord?”
Phoenix remained determined. “I got an idea.” She went up to Discord.
Discord glanced at her. “Well, this is a surprise. Usually, it’s the lovely bird-dragon who comes here. What constitutes an arrival from the scar-riddled Dragon Element of Honesty?”
“First things first,” Phoenix said, her whole body tense. “How many good deeds do you need to do in order to get your power back?”
Discord blinked at her. “Er… 100 to get back 1% of my power.” He continued watering the plants. “And right now, I’m on good deed 99, so…”
Phoenix’s face fell. “Oh…” she looked down hopelessly.
Discord tilted his head before sighing. “That worried about me getting even the smallest fraction of my power back?” he sighed. “And here I thought you were the one with the most experience going from villain to hero.”
“What? No! It’s not that, it’s…” Phoenix looked back as Starlight, Thorax, Spike and Trixie cautiously joined her. “We really need help.”
Discord glanced over their small group. “Well, this is quite the combination of secondary characters.” He paused. “Wait! Helping’s a good deed! So… what do you need from me?”
“Chrysalis and the changelings came back,” Spike replied. “They got Night Fire, Jackknife, Diamondback, Swift, Astral, Aurora, the Princesses, Twilight, her friends…”
Discord held his hand up in a ‘stop’ gesture. Even though he had no magic, Spike still felt something else urging him to stop. Something that had to do with the light in Discord’s eye.
“They took… Fluttershy?” he asked, his voice hushed and very unlike his usual tone.
Spike and Phoenix glanced at each other, sensing danger, but Starlight took the plunge. “Yes.”
Discord’s eyes glowed despite his lack of power. “Where?”
Spike backed up, noticing how Trixie was doing the same. Thorax, luckily, came to his aid.
“My best guess? The changeling kingdom.”
Discord nodded. “Then that’s where we’re going.”
As he spoke, a soft shimmer ran through his entire body.
Phoenix gasped. “That must count as good deed 100! He’s getting back 1% of his power!”
Grinning ominously, Discord snapped his fingers, and the six of them teleported away in a flash of light.
##
With another burst of light, Spike found himself on a rocky cliffside, with gray storm clouds overhead.
Discord groaned. “Even at 1%, I should be able to take us right to Fluttershy!” He looked around. “But where is she?”
He tried to bug his eyes out to look for her, but evidently, 1% didn’t give him much room to be creative.
Luckily, Trixie spoke up. “I think I have a pretty good idea.”
She pointed to over the cliff, where the group beheld a rotten hive-like castle, surrounded by bare desert and swarming with what looked like thousands of changelings.
“The Changeling Kingdom,” Thorax breathed with a shudder. “I’d hoped to never see that place again. Now what?”
Once again, all eyes fell on Spike.
In the back of his mind, he felt a familiar burning sensation.
Anger.
He couldn’t deny it; he was furious. The idea of Chrysalis taking his friends. Taking Twilight? Doing who knows what to them? The thought filled him with so much rage, he wanted to tear down that entire hive and smash every changeling inside like the bugs they were!
But he bit it back. The last time he had let his anger control him, he had become a monster. Even now, he could see suspicion in the eyes of Starlight and Trixie. They didn’t trust him, just as he wasn’t sure he trusted them.
But they needed each other. If they were going to keep Equestria from becoming changeling food, then they were going to need to work together. And that meant Spike couldn’t let his anger control him again.
He sighed. “We’re going to put our differences aside to rescue our friends,” he declared, hoping he sounded braver than he felt. “And then we’re going to save Equestria.”