Requiem of Equestria

by TheBlox


Boundless Friendship

The cavern was dark with ominous glowing mesh upon the walls and ceiling. This was clearly much closer to the hive’s core. Scootaloo bravely marched through the forbidding tunnel, her ears fallen back at what she may find at the end.

Up ahead, she came to an opening into a larger room with neon crystal walls. Pressing onward, she cautiously entered the large circular room. Once she made her entrance, the first thing that caught her eye was a red glow in the dark, and below the threatening burning light, was a pair of angry turquoise eyes and crooked gnashing teeth.

“So, you got my message…” the changeling in the shadows growled to her. Where he stood, he had two fully grown mares in a choke hold around each of his forelimbs—a unicorn and an earth pony, each a dull and empty grey colour. They were out of their cocoons, alive, and very weak. Scootaloo saw the traumatized looks upon their faces, which made her stomach turn. His crimson illuminating horn signaled a fully charged Red Death spell that was waiting to be released on a victim.

Taking a breath, Scootaloo stepped forward and gnashed her teeth. “I came alone like you asked, Chitin,” she declared with a grunt. “Release Apple Bloom and Sweetie Belle.”

Chitin’s maniacal chuckle echoed through the cave like the distant roar of thunder. “A deal’s a deal…” Then as she requested, he dropped the two ponies, and they collapsed onto their sides. They were quick to stand back up and stumble away from Chitin, gasping and panicking.

They looked to Scootaloo, and tears of fear poured down their cheeks.

“S-Scootaloo?” Sweetie Belle whimpered.

Scootaloo nodded reassuringly to them, and she gestured with her head to the exit behind her. “I’ll take care of this.”

“But…” Apple Bloom sniffled and hiccupped.

“Go,” Scootaloo demanded, wishing for a much better hello. “It’ll be okay.”

Chitin remained still as the two greyscale ponies trot to the exit, and he allowed them to run free. They galloped past Scootaloo and made their way to the doorway, and they turned back to her.

“W-what about you?” Apple Bloom cried.

Scootaloo turned to glare at them. “I said go!” she snapped with heartfelt compassion. “Don’t wait for me. Just run. And when you get to the river, turn left and go downstream. You will meet up with the others there.”

“But, Scootaloo…”

“Just run!” Scootaloo repeated, and she turned back to Chitin, squinting furiously at him. Sweetie Belle and Apple Bloom each took one last glance at their old friend, and they turned and made a dash through the tunnel. Their hoofsteps were heard in the darkness as they made their escape, until they were too distant to be heard any longer.

“I was beginning to think that I was going to cast this spell on those two fillies,” Chitin cackled at the angry pegasus. “So, you decided to show up. I’ve been waiting here for awhile. What kept you?”

Scootaloo took a few cautious steps forward. Nervous, she kept her eyes on the burning red glow on Chitin’s fully charged horn. She knew he could cast it at any time; the question remained, when was he planning to?

“I’ve been rounding up the Elements of Harmony,” she declared. “After all you’ve done, I doubt they will allow you to live through another sunrise.”

“Oh please, I’ve never seen the sun rise,” he chuckled in response, and began stepping forth toward her, too. “So, I’ve got a question for you,” he said with a croak in his throat as his horn began to make a humming sound. Scootaloo could feel the tension; she knew he was going to use it on her. However, she didn’t stop nor did she turn back. “You came all the way over here, knowing you were going to die. And for what? Just a couple of little ponies.” He cringed at her, and the Red Death magic spiraled at the sharp edges of his horn. “Why?”

“Because friendship is magic,” she simply said, and they stopped face to face. “But I didn’t come here to die.”


“Ahahaha!!” Chitin prepared to strike her down with his spell, grinning coldly at her. “Oh, you poor soul. Say hello to Mercy for me—!” In the blink of an eye, to his unexpectation, Scootaloo turned back with her front hooves in the ground, and she kicked up her hind legs straight up into Chitin. With the full force of her powerful buck, her rear right hoof made direct contact with his horn of blazing magic. “—GAAHH!!” On contact with his horn, there was a loud, thunderous crack that lit up the room with a flash of crimson light.

It snapped clean off of his head, and flipped through the air above them like a flailing twig. “MY HORN!!” he shrieked in agony, collapsing to the floor, and he held onto his aching head with his front limbs. Then his horn came falling back down to the ground, uselessly bouncing across the terrain until it stopped on its side. “You bastard!!! What have you done to me?!!” He pushed himself to stand back up, breathing through his snout like a furious dragon. There was now an obvious hollow spot on his forehead where his horn once was. “I’ll kill you!!”

He stood just in time to see Scootaloo turn back to face him, and her front hoof met with his jaw. Then she swung her other arm, punching him across the other cheek. He stumbled back, growling ferociously, and before he could regain his balance, she leapt into him as hard as she could. They collapsed into the ground with Scootaloo pinning him on top.

Almost as quickly as she had him down on the ground, he tucked in his back legs, and kicked her off. Scootaloo stumbled back on all fours, regaining her stature as Chitin stood back to his hooves. He glared menacingly at her, and he wiped his bleeding lip with the back of his hoof. They had a short stand off from a couple meters apart, staring coldly into each other’s piercing eyes. They began sidestepping, keeping their focus on each other. It was clear that neither of them at this point were intending to show any mercy.

Hollering a warcry, Chitin galloped toward Scootaloo. Just as he nearly reached her, Scootaloo knelt over, gripped onto his forelimb, and flipped him over her back with a loud grunt. With as much strength as she could muster, she slammed him back down into the stone and mesh ground. Scootaloo then spread her wings, and she leapt backwards a good distance, using her wings to propel her jump, and she landed on all fours in a merciless battle stance.

Chitin coughed into the ground, and he slowly pushed himself back up. Lifting his head, he looked straight at Scootaloo, wide-eyed, and his ears were curved back. In that moment, Scootaloo could see that he was beginning to fear her. Trying to keep his cool, he pushed himself back to his hooves again, brushing himself off. “So,” he muttered. “Where in Tartarus did you learn to fight?!”

“You’ve messed with the wrong ponies,” Scootaloo solemnly said, gesturing him to come back at her. Chitin just cringed in response, and he went for it, galloping after her. He leapt into the air, allowing his wings to carry him toward her. As he dashed after her, Scootaloo jumped up, and flew to the ceiling. As she attempted to dodge, Chitin pulled up and chased after her.

She made contact with the ceiling upside-down with her hooves, and she kicked off back down to the floor. Chitin made an airborne u-turn, diving down toward the pegasus with his full focus.

Landing back onto the ground, she immediately kicked off again, leaping back up into the air, straight toward Chitin. Chitin’s eyes widened at her sudden change in direction, and she clashed straight into him, shoulder checking him out of the air.

Chitin flipped backwards with flailing wings, and he dropped to the ground, crashing hard into the dirt. The wind had been knocked out of him with the way he landed. Scootaloo gracefully hovered back down to the ground, landing a safe distance from him. Lying limp on the ground, Chitin struggled pushing himself back to his hooves. Scootaloo stood tall, watching the changeling as he had a difficult time getting back up. A sigh, and the pegasus sauntered to the downed enemy.

“Chitin… Why do we have to fight?”

“Yooou shut up,” Chitin breathed, squirming on the ground.

“Listen,” Scootaloo muttered. “This is all for nothing! Why can’t you see that?!”

Chitin didn’t say anything. He continued to breathe hoarse from exhaustion. Then something to his right caught the corner of his eye. His broken horn was within arm’s reach. It was still radiating a minimal glow of Red Death magic through it. His piercing eyes sickly turned to Scootaloo, and with a stubborn, cold heart, he reached for the horn and grabbed it. Then with a burst of adrenaline strength, he pushed himself up to his hooves, and turned furiously toward Scootaloo. He maneuvered toward the pegasus, and with a full arm swing, he jabbed the rigid horn right into Scootaloo’s left side.

She felt the burn of magic piercing her body as the sharp horn was driven deep into her flesh. The moment the horn had been stabbed into her, she stumbled back in a traumatizing panic, gasping and hyperventilating. Chitin stepped back and watched the pony try to pull the jagged object out of herself.

Slowly, the injured pegasus was growing weaker, and she hunched to the ground with a limp. Giving up on pulling the horn out of her, she collapsed, breathing heavily.

“Heh.” Chitin slowly marched toward her, reveling in his victory with a satisfying grin. “It was only a matter of time before your inevitable death were to come,” he sneered at her, standing over her helpless body. “But you knew that already, didn’t you, Scootaloo.”

Scootaloo wiggled painfully, and she looked up into his sickening eyes. The pain in her wound surged through her body, and she could feel herself weakening further every passing second.

“You’ve made a fool out of me far too many times, and I have grown sick of it,” he breathed angrily at her. “Now that is something that you shall never do again… Good bye, Scootaloo.”

With that, he turned away from her and stepped onward, leaving her there to die. Trotting toward an opening in the room, he paced toward his exit. Just as he was about to leave, he heard a sparking sound coming from behind him. Raising a brow, he turned back to look at Scootaloo, squinting at her. “Hm…?”

To his confusion, neon sparks were emanating from the downed pegasus’ body. It started off inconsistent and slow, but they were beginning to become more noticeable and repetitive. “What…?”

Scootaloo pushed herself up as hard as she could, growling furiously at him. He fully turned to face her in question, waiting to see where this was going.

Her snarling was becoming more hoarse and audible, and she pushed herself to stand, struggling immensely. Her eyes were fixed onto his, and she made an impossible effort to get back up again. The green sparks kept flinging in all directions from her body, and Chitin began to step backwards, wondering where the flaring magic was coming from so suddenly.

The sparks became louder, and she kept her glare into his eyes. Then he finally caught on to what was happening to her.

“No.” He stepped away from her, his ears curved back. “No! No, no, no!! It can’t be!!”

Finally the green flames and sparks emanating from Scootaloo engulfed the rest of her body, lighting the walls of the room with an ominous neon glow. Chitin just stared, his jaw hanging low. And from the flames, an olive changeling appeared in Scootaloo’s place.

“NO!!!” Chitin shrieked, feeling horrendously defeated. The way Scootaloo fought; it now all made sense. “Flake, you… You!!”

“Heh.” Flake limply kept his balance, trying to remain standing. “You… will never… harm Scootaloo.”

Chitin’s eye twitched, and he stood there with an immense tension in his frown. He gnashed his teeth together, growling furiously. Flake recollected his strength, his knees buckling as he made the attempt to stand again, despite the powerful surge of pain rushing through his body from his deep wound. He could feel himself fading every passing moment. He knew he was dying, but he stood strong as long as he was able.

“You took away my best chance to get rid of that pegasus!” the crooked changeling shouted. He pointed at the horn shoved into Flake’s side, yelling further, “Look what your actions have come to! You are a fool!”

Flake stood his ground, keeping a powerful posture despite his weakening limbs.

“Why?!” Chitin continued, astonished that Flake didn’t even express any fear in his eyes.

“Because,” Flake murmured with a weak voice. “Friendship… is magic.”

“Stop saying that!” Chitin muttered. “Do you not realize how pitiful that sounds?!”

“Not at all,” said the loyal changeling, smiling warmly toward his chosen actions. “You can’t defeat the magic of friendship, Chitin. You will always lose. And with the last few breaths that I have in my body... I will ensure that you will never harm anypony... ever again.”

Chitin growled and marched closer to Flake. Though he was frowning, furiously, Flake only grinned in response.

“You’re afraid,” Flake solemnly exclaimed aloud. “You can’t fool me behind those soulless eyes.”

“Shut up!” Chitin began to pick up his pace, galloping faster toward him. “I’ll end you!”

Flake stood tall, challenging the oncoming changeling. He didn’t move, he just waited. “Well then come at me!” he shouted back at him, tears came forth from his weakening eyes. “Come on!!”

Time felt like it had slowed down as Chitin was charging toward him with death in his eyes. Flake was in no position to fight; even the smallest attacks would be too much for his limp, injured body. But still, he remained unmoved. His tears continued to trickle from his fearless eyes.

As Chitin came closer, Flake’s horn began illuminating a bright green. He kept a strong posture, and took aim on the changeling charging at him. Just as Chitin was about to reach him, Flake cast a spell straight into Chitin’s chest. Firing the spell caused Flake to drop from its kickback, but it also knocked Chitin off his hooves as well.

Chitin collapsed onto his back, and he was quick to push himself back up again. He checked his chest where Flake had struck him. “Mesh?” he laughed, standing up while he brushed the mess off of his chest. “You’re trying to cocoon me?”

Flake gnashed his teeth, and forced himself to stand once more. His knees were shaking and buckling, but he managed to get back up again. Huffing from exhaustion, he illuminated his horn once more.

“You can’t cocoon a changeling,” Chitin cackled at Flake’s poor attempt to stop him.

Ignoring Chitin’s mockery, Flake fired another spell at him. Chitin attempted to dodge, but he still got struck in the shoulder, where a clump of mesh had formed.

“Stop it,” he muttered impatiently. “I told you, you can’t cocoon me. I’ll just break free again!”

Flake squinted and began trotting toward him. Fearlessly, he furrowed his glistening eyes, and charged up another neon spell.

“Stop being a coward and use Red Death if you want to get rid of me so bad!” Chitin dared the stubborn changeling, feeling nervous about the way Flake was glaring at him.

“No, Chitin,” he replied solemnly. “I’m not like you.” With that, he fired another mesh spell at him, striking his other shoulder.

“That’s enough!” Chitin began charging after him again, ignoring the harmless mesh on his body. Flake kept marching closer to Chitin, and he fired another dart of magic beneath Chitin, striking him at his hooves. Chitin almost tripped from the cocooning magic that made contact with his front left hoof. His leg was stuck to the ground. He tugged on it to break free, but he found that he was struggling. “What…?”

“Try to escape your prison without your horn,” Flake exclaimed, pelting Chitin with more and more small darts of cocooning magic.

Chitin’s eyes widened at that epiphany. Without his horn, he had no changeling magic. And without changeling magic, he had no way of breaking through their mesh. “No!!” He pulled his front hoof as hard as he could, ripping away from the mesh on the ground, just in time to get his other hoof stuck to the floor instead. “Stop it!!”

Flake halt where he was, standing at a safe distance, and he continued firing magic at Chitin, covering more of his body in cocooning mesh. Chitin stubbornly wiggled with all his might to break free, but no matter how hard he tried, he couldn’t get unstuck. From head to hoof, he was being coated thicker and thicker in his prison, and it was becoming harder and harder to struggle.

“STOP!!” he screamed desperately, “NO!! NOOOO!! NO, NO, NO, NO!!”

Flake ignored his cries, and kept firing.

“THIS IS NOT HOW I GO!! THIS IS NOT!! NO!!”

“This… is for Scootaloo…” Flake declared as he charged up his final shot. Chitin’s eyes were desperately wide.

“DOOOOON’T!!”

Taking a step back, Flake’s horn illuminated brightly, and he fired his finishing spell at Chitin, striking him right in the muzzle, sealing his head along with the rest of his body in a cocoon prison.

Then there was silence. Chitin was frozen, as if locked in time. Now that his threat was properly entrapped forever, Flake’s damaged body accepted its toll, and he collapsed like a featherlight ragdoll.

There he lied, helpless and weak. He slowly turned over onto his back, looking to the gleaming, crystal ceiling as his tears rolled down the sides of his face. One arm over his chest, and the other at his side, he kept his body relaxed as he felt himself fading. And beneath his crying eyes, was a very warm smile. An expression of acceptance and pride.

“Flake?!” he heard his name echo through the caves. His ears twitched at the sound of Scootaloo’s voice, and he closed his eyes, concerned about her emotions when she finds him this way. He heard her galloping hooves racing into the room from the entrance.

Scootaloo stopped immediately and gasped when she saw him lying there in the middle of the circular crystal room. She witnessed Chitin in his cocooned state, and realized what had just happened. Her ears curved back, and she slowly crept toward the downed changeling with an aching heart. “Flake…?” She saw the horn stabbed deep into his side, and her eyes widened, filling with tears. “Please, no…”

She stepped up to him, looking down to his quiet body. “Flake…?”

“Scootaloo…” he murmured with a croaking voice. “I-I’m sorry.” He weakly opened his eyes, looking up to her. When she looked into his eyes, she saw perfect green irises. He had completely reformed into the full colour and shape of a pony, like his ancestors from years ago before their curse. His once jagged changeling horn was now smooth, the holes in his legs and wings were closed up completely, and his fangs were no longer present.

The pegasus hiccuped and held a hoof to her mouth, and tears rained forth as her heart tore in half. “Flake, why…?” Slowly, her trembling sad eyes turned into a frown, and she stomped a hoof into the dirt. “It’s not fair!! This was my fight! You shouldn’t have come here! I-it was my… my fight...” she sobbed, her furrowed eyes reforming back to her saddened heartbroken state. “Why did you… why… why’d you take my place?”

“Forgive me, Scootaloo…” he breathed, crying with her. “I had to.”

“M-maybe there’s something I can do,” Scootaloo exclaimed in a trembling voice. “I-I just gotta get a recovery potion from my saddlebag!” She spun to the entrance, quickly remembering it was no longer in her possession. “Or… I’ll get Chrysalis! She helped Rainbow Dash; maybe she can help you—!”

She felt Flake’s hoof reach up to hold onto hers. Turning to look back down to the dying changeling, she stopped speaking, and expressed a deep concern as her heart sank deeper into her stomach.

“No…” he said, smiling warmly at her to reassure her of his acceptance. “There’s no stopping this.”

“Y-you don’t know that. I can still save you—!”

“Scootaloo,” he interrupted her. Then there was a short pause. They quietly just looked into each other’s eyes in tears. “You already have saved me,” he proclaimed. “You’ve taught me so much… The magic of friendship; how to love… I… I’m not afraid. I’m just glad I got to see you this… one last time.”

“Flake, no…” she dropped to her haunches, leaning over him. Her heart felt like it was being crushed. “Why?”

“It’s okay,” he gently murmured. “Be strong… like you always are.”

“I-I can’t do this without you, Flake!” she whimpered loudly.

“Heh…” He slowly nodded, smiling. “Y… yes you can.”

“No!” she argued. “W-we’re a team! We can stop this war between ponies and changelings… But… I can’t. Not without you.” She sniffled between her sobs, and Flake just gave her a hushing gesture. Scootaloo lowered her head to briefly hiccup a few times, then she looked back up to look him in the eyes again. “Just…” she whimpered, tears rolling down her cheeks and dripping from her chin. “Flake… why did you do this…?”

Flake just looked deeply into her eyes, and he hesitated to reply. With a stuttering breath, he breathed his answer, “If you had an opportunity to save somepony…” He paused, warmly smiling, and a tear trickled from his eye. “...Somepony, who you loved… Wouldn’t you take it? No matter what the cost?”

Scootaloo’s glistening eyes widened in response. To have heard this from him in this moment ripped her heart out of her chest. She didn’t know what to think, nor how to answer to that. Then she felt his arm go limp, and Flake’s head slowly tipped back, resting peacefully against the soft ground. His eyes were closed, and he remained still with his gentle smile. He went silent.

The pegasus gasped in tears to this gesture. “Flake??” She shook his arm to capture his attention, but he didn’t react. Setting his arm down to his side, she tried shaking him by the shoulder. “Flake, no. Not now!!” Trembling, she whimpered in the silence of the crystal cavern, still tugging at his motionless body. “Wake up!!”

Her heart couldn’t take any more abuse, and she burst into sobs. “Flaaaake…” She lowered her head onto his chest, crying over his body. The sound of her weeping trailed through the room in echoing song. “Don’t leave me…”

In the heat of the moment, her cries were cut short when the horrifying sound of a ferocious roar trailed through the caves. Her head lifted and spun around. Her body faced to Flake, and her head turned to the entrance, her damp eyes stared fearfully into the dark of her exit. The noise sounded like it was coming from something big. Turning back to Flake, she shivered and whimpered to his still body, “F-Flake, please, get up. We need to keep going.”

There was no response from the changeling, and another deep, loud roar emanated through the caves. She was startled to her hooves, and she turned her body to face the doorway. “W-what is that??”

From the caves, she heard another sound. It was a cry for help, screaming her name. “Scootalooooo!!!”

Her eyes widened. It was Sweetie Belle.

“Heeeelp!!!” a second voice shrieked beyond the dark, which sounded like Apple Bloom.

Looking back to Flake, she felt the ache in her chest. She was needed now, and she had to leave Flake behind. It was painful to admit it to herself, but there was nothing she could do for him now.

Another roar in the distance nearly shook the cave, making her twitch and turn back to the tunnel, startled by the intensifying volume. “I-I’m coming,” she whimpered to her friends beyond the caverns, turning back to Flake once more. Her lips trembled, and she took a few steps away from his peaceful body, tears pouring from her eyes.

“I…” she hiccupped and wept. “I-I promise. I’ll be strong. For you.” With a heavy heart, she turned and galloped into the cave toward her friends’ distress calls. Leaving her changeling friend behind for the last time, she kept Flake’s final words close to her. And as she galloped, she found herself whispering in prayer.

“I… I love you, too…”