At the Ponyville schoolhouse, all the kids were exiting the building, while Applebloom, Sweetie Belle, Scootaloo, and Nightfall walked together, "I'll see you girls later. I got something I need to finish." the colt said, as he trotted off.
"See you later, Nightfall." Applebloom waved bye.
As Nightfall walked past a bush, a pair of green eyes peeked out and watched him, before going back into the bush. Suddenly out from the bush came Nightfall who had a smirk on his face, as he trotted back to the schoolhouse.
Inside the classroom, Cherilee was gathering some of her sheets together, before 'Nightfall' entered the class, "Ms. Cherilee?"
"Oh, Nightfall, I thought you left." the teacher said in surprise.
"I remembered I forgot something in class."
"Oh, well make sure you get it before we close up." Cherilee noted.
"Actually it's right in front of me." 'Nightfall' said, as he approached Cherilee who was confused.
"Nightfall, what're you talking about?" she asked, while feeling a bit uncomfortable as he approached her, making her back away.
"What I forgot in the classroom, was you!" 'Nightfall' suddenly glowed green and in his place was Chrysalis. Cherilee let out a shriek at the sight of the changeling queen. A minute later stepping out of the schoolhouse was Cherilee smiling who looked as if she didn't even go through the ordeal with the Queen.
At Muse's place, Nightfall entered, and was greeted by Saba who licked him, "Hey there, boy." he chuckled.
"Nightfall, is that you?" Muse's voice came from the kitchen.
"Yes, mom, it's me."
Muse trotted in, "Welcome home, sweetie. How was school?"
"Never better," he answered, "Well I got a lot of homework to do, so give me some privacy."
"Ok, sweetie." Muse nodded, as Nightfall went to his room.
He went to his desk and emptied his bag to reveal his half finished comic book. He brought out his materials and spoke, "I can't wait for mom's birthday tomorrow. She's going to be so happy when I give this to her." he began working on the rest of his comic.
About two hours later, Nightfall had finished the comic, "Yes, it's finally done."
"Nightfall, dinner time!" Muse called from downstairs.
"Coming, mom!" he called as he put the comic in his desk drawer before heading downstairs.
Watching from his window was Mezmo who slid down a drain pipe before burying into the ground and popping up somewhere in the Everfree Forest where Ebon was, "Well, what'd you find?" he inquired out of the Hypnobrai.
"The colt is unaware of anything at the moment."
"Good. Chrysalis has already done her part, now we just need to initiate the next part of the plan tomorrow.
"Yes, sir." Mezmo nodded.
The very next morning, all the filly's and colts were in class, where 'Cherilee' was writing stuff on the board. As she did, some of the students were gossiping, "Is Ms. Cherilee all right today?" Scootaloo whispered.
"I don't know. She barely knew half of our names." Sweetie Belle noticed.
"And she's been soundin' a bit rough in her tone." Applebloom added.
"I don't know why but she's been eyeballing me for half of class, even during recess," Nightfall put in, "It's scary, actually."
When the bell rang, 'Cherilee' spoke, "Well, that's it for today, class. See you all tomorrow. Oh, Nightfall, would you please stay a bit after class? I have something to discuss with you."
Nightfall gulped, while the other students took off. 'Cherilee' approached his desk, as he spoke, "Is there something wrong, Ms. Cherilee?"
"Oh, nothing. I just wanted to have a private conversation with you without the other students around."
"About what?"
"Well, how are you holding up in class since you began learning here?"
"Doing all right. You should know that since you know about all your students."
"I do, but the fact is I'm not the only one who wants to know how you're doing."
"Who else?" he asked curiously.
'Cherilee' smirked, "Your true self." suddenly her eyes turned green and she transformed into Queen Chrysalis, taking Nightfall by surprise.
He shouted in fright, "You! You're the Changeling Queen!"
"Correct, little one." she snickered.
"What have you done to Ms. Cherilee!?" he demanded.
"Oh don't worry, she's perfectly fine." Chrysalis answered, as Cherilee was actually locked in the schoolhouse shed roped and gagged.
"Why're you here?!"
"I've been hired by your formal self to keep you here." she answered.
"Oh no!" he turned around to try and get away, only to bump into Ebon.
"Hey, kid. Miss me?" he smirked, while Nightfall trembled in fright.
Meanwhile at Muse's place, Pinkie, the girls, and Spike were getting a party ready for Muse's birthday, "Come on, girls. Muse and Wild will be back with Nightfall." Pinkie said, as they all pitched in.
"She's sure gonna be excited." Applejack said.
"I just wished, Dustin, Alistair, and Blaze were here to help us." Rainbow grumbled.
"They said they'd be here shortly." Twilight reminded her.
Suddenly Pinkie's tail started twitching, "Oh, no. Twitchy tail!"
The girls looked cautious and looked above them seeing nothing looked like it was ready to fall from the ceiling, "False alarm?" Fluttershy asked.
"Uh, girls. Something's falling, but it's not in here." Spike said, as he was looking out the window.
They all looked out it and saw Changelings dropping down on Ponyville, "Changelings!" Twilight gasped.
"And they're not alone." Rarity gasped, as they looked to see Serpentine popping out of the ground.
"The Serpentine, too?" Fluttershy gasped in confusion.
"This is bad." Twilight gasped.
"And Wild and Muse are out there." Rainbow added.
A moment ago, Wild and Muse were walking to the schoolhouse, planning to pick Nightfall up, "Wild, you didn't have to come with me. I'm more than capable of picking up my own son."
"Well, he's like my son too, ain't he?" he reminded her.
"Point." she admitted.
"Besides us walking together like this makes us look like a married couple." he smirked, and she blushed.
"Please, don't say such a thing so casually." she said, with her head turned away from him.
Wild laughed, until the two were startled by the number of changelings that dropped in, and the serpentine who popped up, "Whoa!" he gasped.
"Serpentine!" Muse gasped, as she backed up close to Wild.
"And judging from those other things, they must be the Changelings Rainbow told me about." Wild deduced.
"Sorry, but we cannot let you two continue on." a Fangpyre stated.
"Why not?" Muse asked suspiciously.
"Our leaders are in the middle of something, and wish to not have any interruptions." A Changeling answered.
Wild and muse podnered, before it dawned on them, "We have to get to the school!" Muse cried.
"Right!" Wild was about to fly through them, but many Changelings piled on him.
"Get off me!" he struggled.
"Wild!" Muse tried to help him, but the Serpentine were blocking her off, as she struggled to get past them.
"We got them now!" a Constrictai said to the other snakes.
"Not today!" a voice called, as the snakes and changelings were blasted by both spirit energy, dark energy, and lightning magic.
Wild and Muse were freed, as they saw Dustin, Alistair, and Blaze rush over, "Are you three ok?" Dustin asked.
"We're fine, but we gotta get to the schoolhouse. Nightfall's in trouble!" Muse cried.
"Oh, no." Alistair gasped.
They tried to head for the schoolhouse, but more Changelings and Serpentine arrived, "These things won't give us a break!" Blaze growled.
"I'll stay with Wild and Muse to hold them off," Alistair offered, "You two go on ahead and save Nightfall!"
"Ok!" Dustin nodded, as he and Blaze blew past their enemies.
"Don't let them escape!" a Venomari cried, as the Changelings tried to go after them, but Alistair blocked their path while wielding his Shadow Buster.
"Sorry guys, but I'm your focus." he warned them, as he, and the happy couple attacked the two group of creatures.
As Dustin and Blaze arrived at the school grounds, they saw some Changelings and Serpentine blocking the entrance, "Doesn't look so tough to get in." Dustin noted.
"Then let's go," Blaze began, until he looked up ahead and stopped, "Whoa, hold up."
"What?"
"Take a look over there." Blaze motioned to the shed behind the school house, that was also being guarded by serpentine, "Is it just me, or is there something in there those snakes don't want us to know about?"
"It's not just you," Dustin replied, "You go in and find Nightfall, I'll see what that's about."
Blaze nodded as the two split up. As Blaze took out the Changelings and Serpentine, at the front entrance, he went inside. Dustin went around and attacked the Serpentine, knocking them out. He broke the shed opened to see Cherilee still roped up and mouth gagged, "Cherilee?" he ran over and took the gag out.
"Oh, Dustin, thank goodness." Cherilee gasped.
"What happened?" Dustin asked, as he untied her.
"This horrifying creature that looked like an insect pony disguised itself as Nightfall and captured me, before taking on my appearance."
"It's gotta be their queen," Dustin said, before looking at the teacher, "Go on home and stay indoors until it's safe."
"Ok." she galloped off.
Meanwhile inside the schoolhouse, Chrysalis was using her magic to restrain Nightfall, as Ebon extended his hand out and gripped the unicorn's head, "Now to regain my full powers!" he started assimilating the magic out of Nightfall, as he screamed in pain.
"How long is this going to take?" Chrysalis asked.
"Don't worry, last time I absorbed a good amount, so this shouldn't' be a problem." Ebon assured her, as he felt more of his powers return to him.
"Let the kid go!" Blaze called, as he barged in and blasted the two with fire magic, forcing them to release Nightfall, and Ebon to let go of his head, disrupting the absorption. When Nightfall could move again he ran to the back of the classroom.
"Who is that?" Chrysalis asked, as she eyed the newcomer.
"A traitor." Ebon growled.
"So, Ebon, are you like dating this hideous creature?" Blaze wondered.
"We're partners." Ebon answered.
"So is that a yes?" he asked.
"Silence!" Ebon ordered, "You'll pay for disrupting my meal!"
"I'm not picking up your check." Blaze retorted.
Ebon turned to Chrysalis, "Secure the colt!" Chrysalis went back to grab Nightfall, while Ebon and Blaze went at it in the classroom.
Ebon fired blasts of spirit energy and dark magic, while Blaze dodged and attacked with his own elemental magic. As Ebon dodged most of the attacks, he said to himself, "An impressive feat of magic, Blaze. Instead of doing violence on me, it should do violence for me!" he jumped Blaze while defense was down and grabbed him by the skull.
"What're you..." Blaze cried in pain as he felt a surge through his head, while Ebon was assimilating his magic.
"Your magic will be my appetizer, while my former body's will be my main course!" he called, as he was assimilating the magic out of Blaze faster due to it not being Equestria magic.
Nightfall watched helplessly as Blaze was getting his magic assimilated by his former evil self. Suddenly Ebon removed his hand from Blaze as he fell to the floor looking weakened, "What's happened?" he groaned.
"I just assimilated your elemental magic from you, and it's made me stronger than ever!" Ebon explained, "And now to finish what I was in the middle of." he turned to Nightfall.
"Wait a minute." Chrysalis interrupted him.
"What is it?" Ebon asked feeling irked form not getting to Nightfall.
"Forgive the interruption, but I am sensing quite the aura of love coming from that creature," the queen began, "There must be somepony very special to him that he loves. It's delicious." she approached the weakened Blaze.
"What're you?" he groaned.
"I'm going to feed off whatever love you have and grow stronger." Chrysalis licked her lips as he gnarly horn started to glow green.
Before she could do anything, jumping into the room and blasting her with a spirit gun was Dustin. The attack knocked Chrysalis back, causing her to drop Nightfall who ran behind Dustin.
"Dustin!" Ebon growled.
Dustin looked down and saw Blaze, "BLAZE?! What did you do to him?!" he demanded.
"That's nothing compared to what I'm going to do to you." Ebon answered, as he powered his dark energy up, preparing to strike as the two charged before the scene froze.