//------------------------------// // A Battle With Changelings // Story: The Third Sister // by Honeypelt945 //------------------------------// "Starlight? Starlight, wake up!"  Starlight opened her eyes to find Sorea shaking her awake. "What?" she grumbled, confused as to where she was. She looked down to find her lap empty. Suki must have climbed back into her saddlebag while she was sleeping.  "Get up, get up! We're already at our stop!" her sister grumbled. "Last time I let you fall asleep on a train....." Ignoring Sorea, Starlight let out an enormous yawn, and clambered out of her seat. She gave her whole body an extra wake-up shake, downed her saddlebag, and followed Sorea out of the train. The Elements were already outside, waiting impatiently for the two sisters. Twilight Sparkle frowned at Starlight. "We're going to have to seriously talk about your attendance time." Starlight simply shrugged and took in her surroundings. There wasn't any other ponies at the train station, save for the conductor, them, and a few passengers getting on or off. The Elements began to go down the ramp that lead out of the train station, and Starlight followed along with Sorea. They walked down the empty streets devoid of any ponies, in eerie silence. Starlight suddenly got a strange chill up her spine, and looked back to glimpse somepony ducking back behind a building. She furrowed her brow, and glanced at the others; it didn't look as if they had saw anything peculiar. The group passed another building, and Starlight subtly craned her head backwards to see two ponies disappear into the shadows "Not to alarm you guys," Starlight began in a low voice. "but I think we're being followed." Before anypony could freak out, swarms of changelings suddenly appeared in front of buildings, from alleyways, and even some dove out of the sky, camouflaged by the thick cloud-cover. They quickly surrounded the small group of eight, and crept forward menacingly. Fluttershy let out a high-pitched scream of fright and cowered on the ground; Rainbow Dash and Applejack looked about ready to fight; Rarity snarled in a most unladylike-like way; Pinkie Pie pulled out a large cart of pastries seemingly out of nowhere; And Sorea, Starlight, and Twilight just stood there, frozen to the spot. "What do we do?" Twilight asked softly as the changelings closed in on them. "What's obvious of course," Starlight sighed, rolling her eyes. She turned to Sorea, and handed her her saddlebag. "Take care of Suki and don't die." Before anypony could stop her, the dark pink alicorn dived into the changeling swarm screaming "For Equestria!" at the top of her lungs. The rest of The Elements, (save Fluttershy) followed suit. Sorea looked around with wide, frightenedeyes as her friends started an all-out battle. "This is ludicrious!" she cried, backing up as two changelings headed for her. "Stop using fancy words, and get out of here Sorea!" Starlight yelled, tripping a charging changeling. Her sister let out a grunt of frustration, and teleported out of the battle in a flash of violet magic. She appeared a distance away from the battle but was still within view. Starlight sighed with relief, and stabbed a changeling in the shoulder with her horn. "TAKE THIS YOU BIG MEANIES!" Pinkie screamed, flinging a wide assortment of pies at the enemy from her never-ending pastry cart.  Suddenly, when Starlight thought they were winning the battle, the changelings began to morph into different ponies: Countless Pinkie Pies, Starlights, Rainbow Dashs, Applejacks, Raritys, Twilights, and Fluttershys suddenly appeared in front of them. "This just got a whole lot harder," Starlight sighed as she was bowled over by a Rainbow Dash.  "You can say that again!" Rainbow agreed, as she head-butted a Rarity in the chest. Pinkie Pie growled as a changeling charged her pastry cart, and grabbed two carrot cakes. She stopped mid-throw as the changeling emerged itself in green light. When it appeared, Pinkie gasped in shock: the changeling had turned itself into Princess Celestia! The fake Princess Celestia stuck it's tongue out at her, and threw a chocolate cake at it with it's magic. "Okay, that's just rude!" Pinkie said, licking the chocolate frosting off her face with an unusually long tongue. She hurled a few cupcakes at the changeling, and then ducked back behind the pastry cart. Fluttershy tapped a trembling hoof on a Rarity doppelgänger's shoulder who was randomly shooting blue beams from it's horn. It whirled around growling. "Ummm, c-could you m-maybe tell your f-friends to stop a-attacking us?" she asked backing away a little. The changeling lumbered over her aggressively, ready to crash it's front hooves on Fluttershy's head any moment. "I mean if that's okay....." Fluttershy whispered. Rainbow Dash appeared out of nowhere, and crashed into the changeling's side, her hooves contacting with it's stomach. It collapsed to the ground, winded. The cyan pegasus turned to Fluttershy clearly annoyed. "If you're not going to fight Fluttershy, go join Sorea!" Fluttershy sadly watched as her friend flew off into the battle, and taking her advice, lifted off into the air to go join Sorea. She landed beside the unicorn, and took the saddlebags off her back. "You can go help the others, I'll stay here." Sorea quickly nodded, and galloped off to the battle. Meanwhile, Applejack was facing two changelings; one looked like Fluttershy and the other looked like Twilight. She bucked the Fluttershy, sending it reeling, and the Twilight one lunged at her, trying to use it's body weight to get on top of her.  As the Twilight look-a-like tried to force her down, it suddenly transformed into a snarling changeling. "Anypony else having ah serious case of deja vu?" she asked as she tumbled to the ground under the changeling.  "Yep!" Twilight agreed, as she used her magic to reveal a dazed changeling that had disguised itself as her. "I forgot you girls have done this before in Canterlot," Starlight said, viciously karate chopping a changeling in the withers. "It's a whole new experience for me!" The alicorn launched herself up into the air, sending mint-colored beams down on the changeling crowd. "We have to think of some sort of plan!" Sorea yelled above the commotion. She paused to punch one Rainbow Dash changeling in the snout with her hoof. "We can't do this all day!" "Sorea's right darlings!" Rarity said, kicking a Pinkie Pie in the stomach. "The princesses are in trouble." "Alright, how about you guys keep the changelings busy and I go confront Nadine?" Starlight suggested, knocking a undisguised changeling out of the sky.  "Alone?" Sorea asked a bit hysterically. "Are you crazy?!" Starlight smirked. "A bit."  Rainbow shrugged before kicking a Starlight in the gut. "I think it's a good idea." "Sure, why not?" Twilight said tiredly as she blasted two changelings a few yards away. "Anything to save the princesses. But I think somepony should go with you." "Sorry, but I need you girls  to stall the changelings," Starlight said, starting to fly towards the castle. "I need all the time I can get." "Be careful!" Sorea yelled. "Good luck!" Twilight called down from the ground. "Won't need it!" Starlight yelled back as she shot into the sky.