Tick-Tock The Bet is Up

by Black Hailstorm


Chapter 11

Chapter 11: Escape
"RUN!"

“Over there!” Ben shouted to the group as they made their way into BadLand’s multiple cavern terrain.

The clicking of hooves and heavy breathing was all that could be heard as the group of seven made their way into the darkness of the cave, Princess Cadence and Rook lighting the way as they ran through the darkness of the cave.

“Tennyson are you sure this was such a good idea?”

“I believe he’s right, if we end up getting separated things could prove rather troublesome” Rook stated, as the group slowed their pace to a steady gait.

“Look we don’t have time to worry about the small necessities. Discord can you use your magic yet?” Ben asked as he lead the group scanning for any signs of movement the light may catch so he could alert the others.

“Give me a second,” snapping his eagle claw the only magic Discord was able to get out was a small spark of light that soon faded like dying ember.

“No” he said with a scowl. “I don’t know what kind of magic this Darkstar fellow is using, but if he’s smart enough to be able to counter my chaos magic then he’s quite the magician.”

Ben didn’t respond, because Discord was right. Though Darkstar may be a leech who can’t survive without others the guy sure knew his magic ever since he began dating Charmcaster.

“Hey what’s that?!” Dash said drawing his attention back to their situation.

At the very end of this cave to BadLand’s entrance there was a light. And whatever was beyond that light Ben hoped would be good news because the hissing and beating of wings that didn’t belong to either Fluttershy, Rainbow Dash, Cadence or Discord was getting closer and closer.

The changelings had probably blocked their exit since entering here, so the only choice now was to find Gwen, and fight their way out.

“Let’s move Tennyson!” Kevin stated as him and the others powered on ahead. Ben followed behind, making sure to check their flanks so that if any magical bolts were shot at them he could warn the others.

However being the last to come out he saw everyone had froze once reaching the light ahead. Exiting into the open, Ben stared at what his friends were all staring at with the same “crap” expression they all had on their faces.

Before them were a myriad of caves, that travelled along the path of this large desolate area. Each side holding a different cavern that would either lead them to Gwen, more changelings, Darkstar himself, or whatever resided within these caverns as a natural predator.

“Crap” Kevin and Discord said simultaneously.

“Agreed” Rook said with a frown. Placing a hoof on the chest plate of his armor a Plumber badge popped out. Taking it and looking at the device, a holographic image of the BadLand’s layout popped out.

“Whoa” Rainbow Dash said. “How are you doing that?”

“I have had my Proto-Tool scan the surrounding area since we got out here” he stated.

“But that was just a few seconds-”

“Rook likes to come prepared” Ben said with a small grin, everyone tensed up though when they heard another loud hiss come from within their entrance.

“Okay enough chatting” Discord said grabbing the group’s attention. “If we’re going to find Gwendolyn, then we need to get a move on before the changelings catch on to us!”

“Point made. We split up” Ben said walking towards a random cavern only to have his tail dragged back by Cadence’s magic.

“Are you crazy?!” Cadence said staring down the former human. “Have you been listening to a word I’ve been saying?!”

“Not really” he said with a shrug, making Cadence’s glare intensify in the process.

“Take it easy there Princess” Kevin said getting in between the light cerise alicorn and earth pony. “We’re just trying to pick up the pace so we can find Gwen and take care of Darkstar.”

“How do you expect to do that when you just went into a nest of shapeshifting beings? Who can easily act as any one of your friends without you knowing it! That includes Gwen!” she said with a slam of her hoof.

Kevin cringed, “When you put it that way-”

“Plus we” she said waving her hoof over to Discord, Fluttershy and Dash. “Don’t know this Darkstar, we don’t know what he’s capable of or what he can do. And since he literally found out a way to block Discord’s magic, without blocking mine then I’m pretty sure it’s safe to say we should stick together!”

Or” Dash said with a small grin. “We could split up into two groups. But one of you will three will have to go stick with that group and inform them on who this Darkstar is, and what he can do.”

Everyone went eerily silent staring at the cyan pegasus, she blinked.

“What?”

“Rainbow Dash that was...surprisingly a really good idea” Fluttershy said with genuine amazement in her voice.

The rainbow maned pegasus didn’t seem to take offense to this and merely grinned. “Well I do have my moments.”

“Right so what are the teams?” Kevin asked.

“I suppose-” a flash of green light shot past Discord before he could finish, evaporating a nearby boulder that lay in front of one of the cavern’s entrances.

The entire group turned their attention towards the cavern, only to see a large form of green glowing lights heading their way. A hiss soon came after, then all the lights went off.

`“Guys” Ben said slowing backing into one of the caves. “We should decide those teams, now.”

And just as Ben finished saying that a changeling launched out of the cavern followed by three others. Ben was ready to take them on, but the cyan pegasus quick reflexives took out the first one with a hoof to the side.

The changeling that had the unfortunate fate of meeting with Rainbow Dash’s hoof went flying into one of the cavern’s his screams disappearing with him and echoing off into the distance as he faded away into the dark.

Discord used his tail like a whip and knocked out three of the other changelings that had begun to approach Fluttershy.

“Stop!” Rook shouted, managing to gain some attention. The Revonnahgander grinned then threw something in his hoof down.

Smoke pellets. The entire area was enveloped in smoke, making it impossible for any more changelings to see from within or outside the cave.

Ben could hear Rook shout: “Everyone try to meet with the person closest to you and split up! We shall find a way to meet once again” the Revonnahgander’s voice had grown a bit more distant at this point.

“Just keep moving and stay alive!”

Ben turned his attention to the nearby cave to his right, hearing movement he spinned around ready to buck the heck out of his attacker till he heard a weak.

“Wait!”

“Fluttershy?” Ben asked, the mare nodded and moved to his side.

A hiss caught their attention as they could hear movement and growling heading in their direction. Further back, possibly from within the cave Ben could hear a familiar voice shout, “Find them and deliver them to Queen Chrysalis!”

With a snort and turn Ben ran inside the cave, the yellow pegasus following behind him. The two began making their way through the labyrinth of cave after cave, looking for any clues that may show signs of Gwen or the changeling’s leader being there.

So far they had found nothing.

Minutes had passed and Fluttershy hadn’t said much, she mostly stayed behind Ben ready to run whenever they heard the flapping buzz wings or the small hisses of the changelings speaking in their language.

And though it annoyed Ben, how frightened she was with all this he did his best to make sure the mare wouldn’t end up running off whenever they had to hide from an oncoming band of shapeshifting insectoid like equines.

“Hey” Fluttershy said, after a few seconds of silence. The two had just avoided a close call by hiding in the shadows of a column when a group of drones had almost had their cornered after Fluttershy accidentally kicked a pebble that echoed throughout the entire cave.

“Yeah?” Ben whispered silently back as he slowly poked his head out of the shadows and glanced both ways to make sure they were in the clear.

He nodded to Fluttershy, the two stepped out of their hiding spot and moved on down the path where more and more changelings seemed to be emerging from.

“Um, I don’t want to pry but who is Darkstar?” from Ben’s sudden change of mood she could tell the hero did not want to talk about it, but sighing nonetheless Ben slowed his pace so that he could speak in a more silent tone so as to avoid getting caught.

“It’s a long story.”

Fluttershy moved a strand of her mane out of her face and looked at him like “Really?”

Rolling his eyes Ben continued, “I wasn’t finished. Darkstar like I said was a friend of Gwen and me, Kevin, not so much.”

“What happened?” she whispered back.

Ben went silent for a few seconds before picking up the pace as he heard the clicking of changeling hooves ahead.

“Ben?” Fluttershy asked with concern. “What happened?”

Stopping Ben glanced over his shoulder at the mare before turning his attention back to the ever closing sound of hooves ahead of them, his look growing more serious by the second as the sound of changelings got closer. “He showed us his true colors.”


“So Darkstar was a former ally of Ben and his friends?” Cadence asked, Rook nodded.

“Though I was not there when they had a falling out, I have read the files related to Michael Morningstar and understand why Ben and Kevin are so worried for Gwen.”

“Is he-” Rook held a hoof up to stop the princess of love from continuing. “Get down” Rook stated as he assumed a crouching position on his hooves. Cadence did the same, readying herself in case they needed to attack.

“What’s going on?!” a voice a few feet away from the entrance of the cavern that the two were hiding in asked. “Intruders!” said a slightly raspy voice.

“Is the queen alright?”

“She’s fine Lord Darkstar and several of our strongest are guarding her.”

“What about the prisoner?”

“With Darkstar and Her Highness.”

“Good, what did Commander Satura say we should do with the prisoners?”

“She didn’t say we could feed on them, but she gave us strict orders to deliver a steel tall stallion to her, the rest should go to the queen.” A few more things were discussed before the two changelings trotted past the cavern, oblivious to the Revonnahgander and alicorn hidden within its shadows.

Standing back on his hooves Rook got up, looking down the direction the two changelings had headed down in. “Follow me” he said moving down a different path.

Seconds passed and eventually zebra and alicorn came across a slight drop that seemed to lead to a deeper part of the connection of caves. Spreading her wings Cadence gently descended down the drop, with Rook suspended in her magic before they went down the dark path using Rook’s Proto-Tool as a source of light.

Minutes later the two had to stop and refrain from moving any further, because ahead guarding a rather large closed cave entrance were a multitude of beasts Rook had never seen before.

“Manticores, Timberwolves, Chimeras? She must be in there” Cadence said with a dark stare in the direction of the changelings. For what it is was worth she still hadn’t forgiven the Queen of Deceit for locking her up in a underground mining field, and attempting to steal her stallion.

“Princess” Rook said snapping Cadence out of her silent rage. “We must locate Ben and return with the entire group. As it is now if we go in we will be surrounded and lose.”

Cadence frowned, following Rook a bit deeper into the shadows of their entrance before she stopped him above the drop where they had come from.

“Rook, I get that this Darkstar guy is strong. But the changelings I’ve fought them before. If I use my magic and knock most of them out, our fight should be able to draw Ben and the others back to us. Who knows? Maybe if we get back here with everyone the entire group would be impossible to fight, then we’d miss our best shot.”

Rook’s look of displeasure was clear to Cadence though that he wasn’t going to budge so easily. Stubborn zebra.

“Can you at least tell me why you’re so worried about this Darkstar guy. What could he possibly do that has you guys so worried? I know he’s a dragon but from what Kevin said about Gwen she might be able to-” she paused. Seeing the stern look the alien was giving her was more of a surprise, since she had considered him the more placid type.

“What?”

“Princess Cadence” Rook said holding his stare. “The files I have read on this Darkstar, are on par with the story you told me of this Tirek fellow.”

Cadence’s own look of displeasure at the zebra soon turned into one of shock.

“No...you’re not.”

Rook nodded.

“But that’s-”

He shook his head.

“No” the alicorn said her ears drooping and the confidence she had gained slightly falling. “You’re saying he can absorb magic like Tirek?”

“He can absorb anything you throw at him” Rook stated. “Ben and Kevin couldn’t even come close to beating him when he had full power. Gwen was the one who defeated him by taking her magic back through a absorption spell. And even then she was lucky he had such a defect in his powers otherwise they surely would have lost.”

Cadence gulped, but she wasn’t going to back down from this idea. And judging from the noise coming from just above their only entrance they would soon be having company.

“Alright look” she said with determination. “We have one shot, I don’t know how but you seem like you’re a really capable fighter even in all that armor. If you can hold them off for a few seconds I’ll create a magic shockwave that should grab Discord’s attention."

“I thought his powers were inactive though” Rook said with a raised brow, completely ignoring the sound of insectoid wings from above.

“His powers are inactive, but his ability to sense magic is a natural born gift. He should be able to sense us and if that’s the case he should be able to lead the others if their with him to us. That would give us enough time to fight off the changelings, free Gwen as quickly as possible and try to get the heck out of here before we get overpowered.”

Rook placed a hoof on his chin, contemplating the matter. If he thought about it logically she was right, but the consequences should they fail before their plan is enacted...

“Rook!” Cadence said in a whispered shout of worry and irritation.

A hiss from above told her that they’d been spotted. If they were lucky the main guards out there hadn’t heard them yet so she still had time.

“Rook!” she said a bit louder, this time it echoed.

With a sigh Rook tapped his Proto-Tool, the device pointed upwards, and then a shot of orange light shot up the entrance, before an explosion shook the entire cave, alerting the guards and knocking out the pursuers above.

“You have a minimum of twelve seconds” he said before slowly making his way towards the nearing sounds of the multiple creatures above. Cadence couldn’t help but gawk, as her friend slowly and confidently strode towards some of the fiercest animals in Everfree Forest with a calm demeanor.

“Cadence” Rook said, the alicorn shook her head to snap out of her stupor before looking at the Revonnahgander with a small smile.

“Yes?”

“Your time starts now” and with that the zebra jumped out into the open, roars and growls coming from his enemies. The next thing Cadence saw was a timberwolf fly past her hiding spot and slam into a column, revert back into a changeling then pass out.

“...Damn” she said before focusing her attention back to her task. If he can give me twelve seconds then he’s really good.


Rainbow Dash, Discord, and Kevin were now making their way through a different cavern hearing all sorts of noise echo throughout this sound death trap from who knows where.

“You think Ben and the others are getting into some trouble?” the mare asked Kevin as they heard a echo from Ben shout “get down.”

“I hope not” Kevin said with a sour expression. Discord was still trying to think of how to activate his magic while they were within this barrier but so far he hadn’t been able to come up with anything.

“Hey Discord?”

The draconequus looked down at the steel stallion before him. “Yes?”

“Can’t you just pinpoint Ben and the others based off their magic of something?”

“I could try but with all the changelings in here, they may take the form of Ben and the others and could lead us directly to them.”

“Don’t they have a different magical signature though” Dash asked. Discord merely shook his head in response.

“Changelings have the ability to adapt their magic to whoever their changing into. Granted if a changeling became me, they wouldn’t have my wonderful powers of chaos but they would give off the very same magical presence if they wanted to.”

“Whoa” both Kevin and Rainbow Dash said.

“It’s really not that amazing it’s more of a fact” Discord said rolling his eyes at their amusement.

“No, no that’s not what we’re saying ‘whoa’ for.” Turning Discord’s head in the direction they were looking at the draconequus’ eyes narrowed at the display of identical copies standing before them.

A Rainbow Dash, Kevin, and another Discord were standing in front of them, the copies of the originals looking just as shocked as the rest.

“Looks like they were trying to meet up with the others but took a wrong turn in their search” Kevin said with a snort. “Well then let us originals show you fakes what it’s really like to meet your doppelganger” Kevin said, with a slam of his hoof.

While it may have echoed throughout the cave, the steel stallion showed no signs of caring because right before the changelings, and Rainbow Dash and Discord’s eyes the former human began absorbing the material that the cave was made of, his entire coat and structure solidifying and become tougher.

Once done absorbing the material Kevin grinned, his copy gulped, Dash and Discord were still in shock and their copies were comedically mirroring that reaction.

“Well...” Discord said after a few seconds of silence. “That’s new.”

“Enough talking and let’s get pounding!” with a lunge Kevin tackled his clone, making it quite clear who was real and who was fake since Kevin had already absorbed the rocky material of the cavern. And as the two tussled and Kevin delivered hit after hit to his copy, Rainbow Dash took the opportunity of her stunned clone and knocked her out with a clean upperhoof to the jaw.

Discord however didn’t attack his clone he...talked to him.

“So” Discord said once the hero and pegasus had finished beating their foes to submission. “Mind showing us where our friends are?” he asked running his claw up the copy’s back.

“Or?” he said with a sly smile as the changeling reverted back to his true form. “Do you want these two to teach you a lesson?”

Glancing over to Kevin and Dash the two simultaneously cracked their necks in eager anticipation to lay another smack down. The changeling looked at Discord’s sly smile, sweat dripping down his face as he saw the smile widened just a crack, then gulped.

“F-Follow me please” he said before moving over to his fallen allies and nudging them to get up. Once they were the three began leading them down the path where they had seen Ben and Fluttershy, but missed them on a different turn.

As the changelings lead the trio towards Ben and Fluttershy’s location Kevin caught the sight of Discord shaking from the corner of his eye.

“You alright?” he asked.

Discord nodded with a smile, “We may need to take a detour once we find them. Hey!” he said calling up to the changelings leading them. “You may want to pick up the pace, my friends don’t like to be kept waiting.”

The changeling Kevin had wailed on earlier glanced back to the steel stallion who smiled, before raising his hoof in a threatening gesture. With a jump and nod of his head the changeling shot past his comrades in the direction of Ben and Fluttershy, his two allies immediately getting to their own hooves and trying to keep the pace so they wouldn’t get a similar beat down again.

Kevin and Rainbow Dash followed in tow, but Discord couldn’t help but laugh as he followed behind, at the reaction of the beaten changeling.

“Ha ha ha, priceless.”


“Ok” Ben said with a tired breath. “I think we took care of all of them” he said with a sigh. And by “we” he mean “he” did it, with Fluttershy’s slightly clumsy assistance.

“Oh thank goodness. I was so- Eep!” she squealed upon sighting another changeling.

Ben groaned with frustration, exhausted as he had to knock out three changelings with a stalagmite, which had been kind of heavy to carry. Then had to evade a barrage of blasts from a group of changelings before he and Fluttershy had to take care of them. Fluttershy’s eep sent a bunch of rocks from the cave hitting the heads to most of the group and knocking them clean out cold.

Ready to charge and take out yet another one, Ben was stopped by a tail that came out of nowhere behind the changeling.

“Discord?” he asked when the three changelings fell unconscious.

“The one and only” he said as Kevin and Rainbow Dash moved in.

“Oh, I’m so glad you’re all alright” Fluttershy said with a smile, before getting hugged by Dash.

“Same here” Dash said with a sigh, turning her attention to Ben she said: “So where to now?”

Ben shrugged, still upside down, till Discord put him back on the ground. “I’d say we should go find Rook and Cadence, but I’m pretty sure I’d get us lost again.”

“Not to worry ol’ Discord knows the way!” he said with a smile. And before Ben could even ask how, the draconequus turned around and followed his sense to where Cadence’s magical shockwave had emerged.

As the group got closer to their destination Discord began to slow his pace, almost ended up tail slapping Ben, in the process. “Before we get there you need to know that-”

“Gwen is there with Darkstar and the Changeling Queen” Ben finished for him. Discord nodded.

“I suppose you know what that means if we end up failing right.” Ben nodded, but he knew for a fact that they wouldn’t fail.

“It won’t happen” he stated as he pushed past Discord, and moved on into the cave that the draconequus had been walking towards cave. A few feet away down the end of that cave there was a drop that Ben could see, his serious expression turning into a grin.

Fluttershy had helped Ben get down, and Discord doing the same for Kevin, since the two didn’t have wings the group carefully and silently moved towards the sound of fighting and flashes of magical bursts of energy.

Ben being the first to get a look saw Rook and Princess Cadence surrounded by more than 20 changelings, a majority of which had been taken down earlier since behind the squad were the unconscious bodies of their fallen comrades.

Ben heard a small cough behind him, froze and was ready to buck, but recalled Kevin, Discord, Fluttershy and Rainbow Dash were behind him.

Turning his attention to face the group he saw that Dash was grinning, Fluttershy offered a confident smile, Discord was wiggling his brows in a “what we gonna do” fashion, and Kevin had restored his rock absorbed form.

Ben didn’t need to be told what these four were telling him right now. He could see it in their eyes, even in the pacifistic Fluttershy.

They were ready to fight. Nodding, as he, himself now began to grin the flash white stallion and his team trotted casually out directly behind the group of advancing changelings that had begun to push Rook and the Princess of Love to their limits.

“AR-HEM!!!” Discord stated to grab the entire division’s attention; momentarily stopping the battle and freezing Rook as he was just about to deliver a sick strike that would temporarily paralyze his opponent, and freezing Cadence who was quite frankly about to blast five changelings jumping her away.

Ben took one step forward to the entire division and his two allies in the middle of the fight, confidence burning like a raging fire in his eyes as he grinned at his enemies.

“It’s hero time.”


BOOM! BOOM!

Explosion of magical blast after explosion of detonation occurred shaking the cavern the group was.

“Tennyson!” Kevin called, ducking just in the nick of time, Ben managed to dodge the forehoof that was sent right into the face of a drone behind him.

“Nice save” Ben called, back. Kevin nodded, before jumping back into the fray of battle.

More changelings had begun to show all in a desperate attempt to prevent the group from moving towards the entrance.

Discord protected Fluttershy. Rainbow took on the small airborne attacks that came from the skylight of the cave. Rook, Ben, Cadence, and Kevin took on the main ground forces, with Discord adding in his own bits and pieces of help here and there.

“There’s too many of them!” Cadence called, after she had tossed three changelings into another group, only to see five more take the trio’s place. “I don’t know how much longer we can keep this up Ben!”

“Keep trying!” Ben called back as he clonked to drones head’s together and watched them drop in a daze.

“We have to reach Gwen!”

Then, something happened that caused the entire battle to freeze instantaneously. The cave door cracked open with a crushing sound as the door to Chrysalis’ throne room slowly opened.

Every changeling, froze almost exactly at the same time. Ben and his team froze as well, watching in silence to see what was happening as the door opened.

Did Gwen escape?! Did she figure out how to beat Darkstar and the Queen? Did Darkstar do something to her and was going to use her as a threat?!

All questions were answered as Kevin moved away from a changeling he had been wrestling with after punching him in the face. Both Kevin and Ben moved away from their own fights as did everyone else. For in the door frame of that cave, despite the skylight the group could see a faint light coming from within the throne room.

A faint gold light.

“No!” Kevin yelled with anger, Ben’s ears dropped in despair.

Stepping out of the throne room now completely gold, his scales reflecting the light of the afternoon sun, was Darkstar. His entire body had become covered in gold his spikes having a faint touch of red to them.

“Darkstar you bas-”

The dragon let out a roar that silenced Kevin before he could complete his insult.

Opening his eyes and taking in a nice long breath of the air, Darkstar smiled. “Friends” he said to the changelings.

“Return to your queen, she is waiting for you back in the throne room. Oh and please bring our prisoner” he said with a small smirk at the grimace Kevin shot at him.

Every changeling did as they were instructed, Ben catching a glimpse of Satura as she passed giving the group a sneer, before she tossed her head up.

Seconds passed as the group waited the golden dragon staring at them with a wide grin, till Satura and three other changelings returned carrying a weak older dracony who’s coat looked much greyer, and her mane looking more of a faded orange.

“Gwen...?” Kevin said softly pain creeping into his voice. Satura rather roughly dropped Gwen to the ground earning a snarl from Kevin who advanced towards them but stopped when he felt a trembling paw on his hoof.

Dropping to his haunches Kevin took Gwen’s paw in his hoof, holding her trembling paw the stallion brought his muzzle down and gently kissed it.

The weak dracony smiled at him, but just barely.

Ben could feel anger rising in him, he didn’t even need to tell the rest of the group to back up for him to handle this because before he could get a word out, Rainbow Dash landed abruptly on the ground with an angered snort, glaring at the gold dragon.

“How dare you?!” Fluttershy said in rage, tears forming in her eyes once she’d been able to look away at the heartbroken Kevin who was comforting the weakened Gwen.

“What gives you the right to-”

“I need to survive” Darkstar cut in. “It’s as simple as that. If I want to maintain my life I need to do this, it’s the only way.”

“Excuse me to say Darkstar but that is simply a load of buloni” Rook said firmly his own glare meeting the dragon’s confident grin.

“And what are you going to do about it if it is?” he asked snickering, at Discord’s own disapproving stare. “You have no magic, that can face me. And Ben no longer has the omnitrix” he said allowing his eyes to glaze over the flash white stallion before him.

That struck a nerve in the hero, as his stare only darkened. “Darkstar.”

“Tennyson.”

“I’m going to beat you to a pulp” Ben said his forehooves shaking with rage.

“I’d like to see you try” Darkstar stated with another snicker.

But before Ben could make a move, a shout of rage pierced the sky and they saw a steel colored blur fly through the air and land a hard hit on the dragon’s jaw, the sound that came from that hit made the changelings watching from within the throne room and above cringe.

Kevin’s eyes radiated nothing but hate. And Ben caught a glimpse of that look in his eye, the same look he was giving Darkstar.

If Darkstar’s shell didn’t crack he would be safe. If it did. Kevin would kill him.

Kevin continued his assault, hit after hit after hit as he moved on his hind legs like he was a human again, smashing his hooves into the dragon’s hard scales over and over again. Till finally he heard Darkstar laugh.

“Kevin, my old enemy. This is embarrassing” with a snap of his claw a burst of energy exploded within the cave causing a few pieces of rock to fall and the entire stony room to shake. Ben and his team were knocked to the sidelines as was Kevin, and Gwen.

However as the group rose to their hooves or feet once again, Kevin was now in the gold dragon’s claw.

Darkstar stared down at Kevin with a look of pleasure, like he had been waiting for this. Dreaming of it for years, since he lost his looks, his home, his status, his everything.

“I’m going to enjoy this Kevin. You know, Gwen couldn’t stop thinking about you the entire time she was enslaved” he said. Kevin stopped squirming and froze, Darkstar’s grin widened.

“She didn’t say it sure but I know she was thinking about you, and now that she knows you’re here Ben” he said looking at the wobbling stallion. “I think she can rest a bit easier now. To bad you’re too late.”

Kevin threw a hoof into Darkstar’s face with enough force that the dragon actually felt it that time, dropping the stallion in a daze.

“Discord! Now, you’re magic!” Kevin shouted as he felt Darkstar’s magic pull him towards the gold claw waiting to deliver its blow.

Discord wasted no time. Snapping his lion paw the dragon’s golden magic was sucked out of him and slowly all the magic he had stolen from Gwen, returned to her.

“W-W-What’s happening?!” he said trying to suck the magic back in, but it only escaped his grasp and flowed into the restoring Gwen’s body.

“Oh nothing” Discord said with a smile. “I’m just restoring what you took to my friend is all” he said with a wave of his claw. “Nothing more nothing less.”

Everypony watched as the dragon’s golden shield began to crack and break, disappearing into the air as all the magic left his body and flowed into Gwen once more. The dracony’s coat returning to it’s aero color, and her paws regaining the amethyst touch.

Soon enough Gwen was slowly rising to her hooves only to be quickly embraced by Kevin who was grinning madly at her confused expression.

Darkstar’s scales had now returned to their ruby red color, much to the dragon’s chagrin. “Levin!” he snarled. “How the hell did you know?!”

“Easy, when you’re girlfriend practices magic every now and then you pick up on the fact that to maintain the type of spell you were using on this entire area which was about a three mile radius, required some serious concentration” Kevin said as Gwen turned her glare on the dragon.

“All I needed to do was break your concentration” he replied with a grin.

Darkstar backed up to the throne room as the group of heroes began approaching him. “Stay back!” he said fear and anger, but mostly the latter creeping into his voice. “Stay the hell back!”

“Or what?!” Dash asked defiantly.

“Or this” said a soft cold voice, instantly the group of heroes were knocked back with a barrage of dark green magic. Darkstar stepping aside, watched as the Queen of deceit herself stepped forward. Queen Chrysalis.

“Ohh, Cadence” she said with a smile. “How's Shining doing?” she asked with a coy grin.

“Just fine” the alicorn said from the ground, through gritted teeth. “No thanks to you.”

“I’m so glad I could help” the queen said honestly. Glancing over at Darkstar the queen gave him a disappointed look.

“I see you failed.”

“I would have beaten them!”

Chrysalis rolled her eyes in annoyance. “Of course you would” before the dragon could defy her again the changeling queen stomped a hoof on the ground, and instantly four changelings stepped forward.

Cadence got up, her horn glowing as she glared daggers at the mare that had tried to ruin her perfect day.

“Still sour about the wedding dear?” Chrysalis asked with a smile.

“You locked me in a abandoned mine!”

“We all have our little tantrums before our weddings you were just collateral” Chrysalis stated earning an angered screech from the princess of love.

“You’re not getting away from us Darkstar” Ben stated. “We have you surrounded, and you don’t have enough magic to teleport an entire colony out of here!”

The dragon snickered.

“He doesn’t” Chrysalis said with a grin. “But I do.”

Cadence gasped, while the rest of the group stared in shock. “How?” she asked. “You have anyone to love you unless-” the alicorn’s face dropped to a dull expression when she glanced over at Darkstar.

“That’s right” Chrysalis said with a grin. “He’s infatuated with me, may not be love, but it’s good enough” she said with a sneer, as her horn glowed.

“Stop her!” Rook shouted, breaking into a gallop, Kevin, Ben and Rainbow Dash rushing right behind him as they prepared to charge the queen, knocking back the guards as they made their way towards her.

Darkstar however clapped his hands and out sprouted vines entangling the heroes before they could even reach the queen.

“Well Cadence, it’s been fun seeing you. We really should meet again sometime, now if you’ll excuse me I have a new home I need to find for my subjects” and with that a large blast of green light exploded in the room forcing the heroes to shield their eyes as it enveloped their enemies.

Ben was the first to open his eyes and see that Darkstar and all the changelings along with their queen had vanished.

“Damn it!” he said slamming a hoof into the ground in frustration as the vines lowered him back to the ground.

A paw touching his shoulder caused him to look up and see Gwen smiling at him.

Sighing Ben got up to his hooves and hugged his cousin. “Hey dweeb.”

“Hey doofus” she said with her weak smile. “You alright?”

He nodded. “You?”

Gwen nodded, Kevin moving over to offer her some support.

Rook came back from the throne room with a disappointed look. “No sign or trace that they pulled a fast one on us and flew out. I am...sorry Ben.”

Walking up to his partner Ben patted the down looking Revonnahgander on the shoulder. “I’m not. I’m glad you came, if it hadn’t been for you being here we probably wouldn’t have gotten this for” he paused a look of regret crossing his face.

“Hey listen Rook I-” the zebra placed a hoof on Ben’s shoulder shaking his head. “I understand do not worry.”

Ben nodded, leting a small smile work it’s way on his face. Fluttershy spoke up next drawing everyone’s attention to her.

“So what do we do now?”

Ben sighed. “I guess we’ll head back to Ponyville. You coming Princess?”

Cadence nodded. “Wouldn’t miss it for the world.”

So with Discord’s aid the group flew out of BadLands and got back to Dodge City within a couple of minutes. By then it was late night and the group was feeling tired and not really up to the task of walking all the way back to the town at night.

“Guess we’ll get a place here for the night” Dash said.

Everyone agreed and took up lodgings in a different hotel than the one they had stayed in last time. Apparently half the inhabitants of the city new about the changelings and were fine with them so some of the citizens weren’t to happy about their allies leaving so suddenly.

Ben however ignored all complaints as he and everyone got rooms that were nearby each other, only one thought now on his mind as he climbed into his bed.

What were the others doing back in Ponyville?