The Hitlist

by TopWanted

Legion (No. 26)

Previously on The HItlist...

"You want to be like them? Fine, go be a celebrity. But stop trying to make it my business!”

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“Tell her that I have words with my sister. And that she may be seeing me again quite soon.”

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“Ah’ll hear and accept your apology, Twilight. Really Ah will. Just… give me some time, alright?”

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"You wreak of chaos. And not the good kind.”

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Legion (No. 26)

“All set?”

“Roger.”

Several ponies in black body armor prepared their crossbows and spears. Each one dawned a black wool mask that covered their faces. The place where they had been sent to was a loading dock in upper Baltimare. The only intel they had received was that a hostile package was on its way across the Celestial Sea. That was enough to work with, these were professionals after all.

The pony at the front, a unicorn judging from the blue horn poking out from her mask, halted the group as they hid behind a set of crates. Dock security wasn’t very tight and could have been easily dealt with but they received orders to limit civilian casualties. They waited for the dock watchpony to finish his round in the area and moved on. The leader motioned for her group to move out and they made their way to a large freighter. The ship was eerily lit by the few scattered lights on board giving it a ghostly quality. It didn’t make it any better that all the crew of this ship were nowhere in sight.

The leader turned to one of her ponies. “What’s the time of arrival for this rig?”

The pony lifted his mask and pulled out a small sheet of paper. “10:20.” The leader checked her watch, it was 9:40. Early.

“I don’t like this,” a pony from the back muttered, gripping her crossbow. “Where are the sailors? Where are the deck hands? Why hasn’t anypony come to check on this rig?”

The leader was wondering those things herself. Too many variables were popping up. Still they had a mission. “Get ready to move out.”

“Move out? Ma’am, if this thing already arrived, who knows how late we already are. The targets could be long gone by now.”

The leader nodded. “We’ve still got a job to do and that’s to get on that boat.” Her ponies all nodded and readied their weapons again. The leader took a quick glance around the dock for any hostiles and then motioned for them to move to the loading bridge. All except one pony made their way on the deck and got into a circle formation facing all directions. One pony spotted something among the scattered nets and fishing gear.

“Ma’am,” she said and pointed a general direction. The leader looked that way and nodded, everypony moving that way. They stopped at a stack of boxes that were covered in something dark and sticky. “Blood?”

The leader kneeled down and reached a hoof out to scoop some of the substance off. She sniffed. “No, worse.”

“Where’s Lock?” a pony said suddenly. The leader got up and looked at his ponies noticing that one had gone missing. “Lock!”

Another pony wrapped a hoof around the other’s mouth. “You trying to get us killed, Stock?”

Lock wrenched his mouth free. “He’s my brother. Ma’am, we’ve got to find him.”

The leader nodded grimly. “Alright stay in formation. Do not separate under any circumstances.”

“That might be hard,” a sickly sounding voice came from beneath them. The group all looked down to see a small hole. Immediately the hole was filled with a small cylindrical object that something beneath them shoved up on deck. A fuse burned at the end of it.

“Get to cover!” the Leader shouted as her ponies scattered. Two of them didn’t move in time as the dynamite exploded and caught them in the back. Smoke began to fill the air and pervaded everypony’s senses. The leader ran over to them avoiding the now very large hole and scooped up her two unconscious teammates. She ducked behind a crate to find one of her ponies, Stock, in a defensive position. “Damn it!”

“What do we do?” Stock asked.

“We’re separated, we’ve got no bucking clue where the enemy is and now we’re down three units,” the leader summarized. “Not many options.” She grabbed at her armored vest and pulled out a strange looking shell. She brought it to her mouth and spoke. “Barrel, you read?”

She waited for a moment then a stallion on the other end responded. “Roger.”

“You got prime position. How many hostiles you see on deck?”

The line was silent for a moment. “Twelve so far.”

The leader cursed. “You see another come out of that hole you take it out.”

“Copy that.”

“So we’ve got twelve hostiles on deck,” Stock said. “Do you think they took Lock?”

The leader nodded. “Probably a diversionary tactic. It definitely tripped us up.”

Stock gripped his spear a little tighter. “Just what are we dealing with, ma’am?”

Suddenly one of the unconscious ponies she had saved opened its eyes and sprung up, lunging at them. The leader moved faster and shot a bolt through his head. The pony’s eyes lost all color and his fur and armor disappeared to reveal a chitonous black exoskeleton. The creature fell forward with unblinking insectoid eyes and tattered bug wings. The leader gave it a disgusted look. “Changelings.”

A scream echoed throughout the dock. It sounded a lot like one of her own so the leader arched her head over the crate to take a peek at what was going on. The smoke had begun to recede but she could still only make out a few things. The sounds of crossbows firing and spears flinging. Screams and the sound of buzzing wings. Soon the shouts died down and all that was left was silence. The leader breathed slowly as she looked out at the dissipating smoke. Suddenly there was a brief blue glow. The leader calmly lowered her crossbow as she waited and another blue glow flashed. They were trying to draw her fire. “Fat chance, you bunch of roaches.”

More and more blue glows appeared and disappeared until finally one appeared right in front of them. The leader took this moment and jumped up, grabbing her hoof around the source. She gripped tight around its neck until she heard a snap and the figure crumpled. She gave a small sigh of relief until she saw what the glowing figure had been. It was one of her own ponies, painted over with a luminescent goo. She saw a brief trail of something silky and white connected to the goo, a slight pulse of magic trailing from it and making the goo glow at different intervals. The smoke had now receded enough that she could mostly see and it shocked her to the core. The changelings were out of sight and her own surviving ponies were walking around, unaware of their own painted targets and the white strings connected to them. “Cut the line!” she ordered as she jumped out of her hiding place. The rest of her team looked on in shock but were too slow as the white strings connected to them pulled tight and dragged them all into the large hole in the deck. She witnessed the last of her team scream their lungs out as she was dragged to the depths, clawing and scraping at the floor until she disappeared.

Stock stuck his head out. “What the bucking hay was that?!”

The boat began to rock and knocked Stock off his hooves. The leader kept her balance by hanging onto a secured crate of cargo. The boat finally stopped shaking and a sound started to come from below deck. The leader gulped and shakily took a step forward to peer in as the sound grew louder. It sounded like thousands of buzzing wings and skittering legs. She looked over the edge and her eye twitched as he saw a writhing sea of black and blue bug like creatures swarming over each other. One of them noticed her and hissed drawing the attention of the rest. The leader took this as a call to get the hell out. She backed away. “Retreat! Retreat!”

Stock didn’t hesitate and grabbed his teammate before running toward the loading bridge with the leader. Suddenly a giant pillar of swarming insectoids burst from the hole and slammed down in front of them. The leader and Stock slid to a stop as they looked up at the swirling mass of bodies. A slow curtain of magical energy washed over the thousands of bodies until it looked like they had changed into one form. A giant black hoof. Stock looked back toward the hole, his heart in his throat as another giant hoof stuck out and pushed the hole open a little wider. A giant head with evil blue segmented eyes followed. It snickered at them.

“Uh, ma’am,” Barrel said over the shell. “Should I open fire?” The leader grabbed her shell and yelled into it.

“Negative! Retreat to base! I repeat: retreat to base! Enemy is too strong!” She paused as the giant changeling struggled to squeeze itself out of the hole, its hoof still blocking her and Stock’s escape. The leader hoofed the shell over to Barrel. “Last words. Make ‘em good.”

Stock was terrified but his leader’s calm made him a little bit easier. “Barrel, you there?”

“Y-Yeah.” He could tell that his brother was getting emotional.

Stock smiled as his eyes began to water. “I… um… tell ma I’m sorry I ate that pie off the window sill in fifth grade.” Barrel chuckled over the shell. Stock tried to think of something else but there was only one other thing going through his head. “I love you, bro.”

“Yeah,” Barrel replied, his voice full of hurt. He shook his head and returned his attention to the mission. “Sir, do I try and make contact with Red One?”

The leader grabbed the shell. “Negative. Protection of assets is Priority One! Get out of the city and protect them at all costs!”

“Roger, ma’am.”

The leader sighed and threw the shell into the sea. The giant changeling finally freed itself from the confines of the ship and grinned viciously at the two armor clad ponies. The leader did not shake in fear, standing tall. “Who are you?”

The changeling chuckled and then with the sound of a thousand voices replied. “We are Legion, for we are many.” It raised it’s hoof and brought it down on the two, collapsing the ship under its pressure.

The sniper, Barrel, had run to the end of the docks at full speed, trying to hold back tears. He flinched as he heard a large explosion from back the way he came. Still he continued to run until he reached the roads. He had to disappear fast if he wanted to be gone by the time those things got to the city. So he ditched his armor and weapon in a trash can and tucked his mask into his saddlebag revealing his chestnut mane and his dark yellow coat. To all regular ponies he was now unnoticeable. But he still had a mission to accomplish. He pulled out a small photo in a manilla folder that all the members of his squad had received. Inside was a picture of six mares, joyfully posing for a camera. He committed the faces to memory. “Twilight Sparkle. Applejack. Pinkamena Pie. Rainbow Dash. Fluttershy. Rarity Belle.” He repeated the names like a mantra as he exited the dockyards and slipped into the now waking up streets of Baltimare.

---

Applejack’s leg had finally healed. It had been two weeks since the fake Pinkie attacked and she had sequestered herself to the farm. Fluttershy had come to visit every now and then, but with Rarity having taken a trip to consult with one of her high falutin’ fashion designer friends in Baltimare, that was about all the friendly visits she could expect. Rainbow had shut herself in her home, almost afraid to answer the door, and Pinkie was a sad mess after having been kicked out of the Cake’s. She and Twilight hadn’t spoken a word in days, the last time they met being a brief and awkward passing in the market square.

Applejack let out a hard buck with her back legs which shook the last tree that needed to be picked today. The apples toppled into the baskets, a sound she used to love as much as song, now it just felt hollow. She sighed and lowered her hat to keep the sun out before picking up the baskets. “So this is where you are?”

Applejack raised her head to see a yellow Pegasus descend from the sky and land next to her. “Hey, Fluttershy.” The yellow mare smiled warmly at her. Applejack was glad to see the pain of having to deal with the fake Pinkie had worn off on her. “So how’s Pinkie?”

Fluttershy frowned but shrugged. “She’s doing… alright. Every day she waits by the mailbox for word from the Cakes.”

“She did remember to let them know she was stayin’ at your place, right?”

Fluttershy paused and looked thoughtful for a moment. “I’ll make sure to bring that up with her.” The two shared a laugh. “Mind if I help?”

The two lugged the bushels of apples back to the farm. Applebloom had already gone to school and Big Mac was working on repairing the gazebo out back. Granny Smith greeted them as she relaxed on the porch in her rocking chair. “Howdy, Fluttershy. Nice to see you again.”

“It’s my pleasure,” Fluttershy replied as she dropped the bushel at the foot of the porch. She turned to Applejack. “I value Applejack’s friendship too much to not be here when she needs me.”

Applejack smiled at her. “Ah get it, Fluttershy. Ah know Ah should talk to Twilight. Hay, the smart part of me is itchin’ to accept her apology. But there’s this… stubborn part that just can’t get past the fact that she honestly thought we were better left in the dark.”

Fluttershy lowered her head. “I know it seems pretty dangerous. But I believe that we can overcome any threat when we’re a team.”

Granny Smith grinned as she began to rock back and forth. “Now Ah don’t rightly know just what you young’uns got yerselves mixed up in to break ya up so much. But Ah know that it’s only a matter of time before ya set it right.” She winked at the two. “Yer all joined by a special bond. And Ah aint talkin’ bout them Elements of Harmony.”

Applejack and Fluttershy gave Granny Smith a chuckle before smiling. “Yer absolutely right, Granny. It’s been awhile since anythin’ happened but Ah still need to be there for Twilight. Heaven knows she can’t rely on this Redwood pony.”

Granny Smith’s smile faded. “What’s that ya say?”

Applejack looked back to her grandmother. “Twilight’s been workin’ with somepony called Redwood to protect her. Wish she could’ve just come to me, but what’ll you do?” She shrugged.

Granny Smith tilted her head and closed her eyes thoughtfully as if searching for a memory. “Are you okay?” Fluttershy asked.

Both mares looked at Granny Smith with concerned expressions until the sound of a snore came from her. Applejack went deadpan and she rolled her eyes. Fluttershy giggled. “Ah’ll go talk to Twi this afternoon. By the way, any luck with Dash?”

Fluttershy frowned again. “No. She refuses to come out and she even refuses to open the door. She gave Tank to me about a week ago to look after. I’m pretty worried about her.”

Applejack nodded. “Ah’ll see what Ah can do when Twilight and Ah patch things up.” She sighed. “It’s times like this Ah actually envy Rarity havin’ to be on the road all the time.”

---

“No! No! That’s Saffron! I need Canary!” Rarity’s employer and current assistant, Avid Allure, rushed around frantically as he and his crew tried to fulfill Rarity’s orders. The small, but stylish, red unicorn in glasses pulled a length of different colored fabric from the shelves that lined his studio and snipped it. Rarity pulled the swatch over to her with her magic and began to sew in a daze, bits of fabric and string flying left and right. Avid and his own assistants watched over her shoulder, his eyes wide and his smile wider. “Voila!”

Rarity presented a finished yellow suit with accented orange stripes down the sides. Avid clapped giddily. “Oh, Miss Rarity, you have accomplished miracles!” He grabbed the suit from her and clasped it against his chest. “What do you think?”

“It looks marvelous on you,” Rarity stated emphatically.

“Brilliant!” Avid shouted which made his assistants clap too. “Too bad I’m not going to be the one wearing it.” The clapping stopped. Avid and Rarity walked through a pair of doors into a large photographer’s studio where several models were posing while Avid’s students photographed them. “I must say, Miss Rarity, when my old student Photo Finish mentioned you I was hesitant at first. But after hearing about your come from behind victory in the Manehattan Dress Competition, not to mention the astounding popularity your shop in Canterlot has achieved, I’m glad to say her recommendation was well deserved.”

Rarity paused walking and blushed. “Well, thank you. And might I say how great a pleasure it is to be working with the great Avid Allure. You’re practically one of the cornerstones of the fashion industry in Equestria. I have all your albums from your early career till now.”

Avid stopped and smiled warmly at her. The red unicorn actually stood a few inches shorter than herself, but he made up for it with talent and age. Avid was one of the oldest fashion photographers and arguably the one that turned it into an art form. His mane was a faded yellow that was tied in a pony tail that wrapped around his shoulders. On his muzzle was a slight red mustache and braided beard that accentuated his aged look. He always seemed impeccably dressed too, his attire now reflecting his mood. A bright green vest with teal pinstripes.

“I’m flattered to know that I inspired such a beautiful and creative soul,” he said with a slight bow. “And I must apologize again to have called you all the way out here on such short notice.”

Rarity and Avid began to walk through the studio again. “Think nothing of it. When somepony gets a call from Avid Allure, you can bet she’ll come running.”

Avid finally reached the station he was headed for and handed the suit to the photographer. “Backdrop, take this and have your model fitted.” The pony nodded and hurried away. Avid turned to Rarity once more. “In truth, Miss Rarity, I actually have an ulterior motive for calling you here.”

Rarity raised an eyebrow. “Oh?”

Avid waved away his assistants began to walk again. Rarity followed. “I’ve been looking for an… in-house designer. One that can work directly with me and my students to produce quality fashion.” Rarity’s ears began to burn. “Needless to say it has been a grueling process sorting through applicants and worthy designers. But none have stirred me.”

“Oh, Mr. Allure! Are you saying…”

Avid stopped and turned to her. “I’ve entered your name into the list, Miss Rarity.”

Rarity was about to jump for joy but then she realized what he said. “Pardon?”

“I’m truly impressed with your on the job skill. So I’ve entered your name into the list of applicants. So far I’ve managed to whittle it down to three names. I’ve decided to hold a competition of sorts in four days time. There I will judge each pony’s skill, creativity and drive.” He placed a hoof on her shoulder. “I have high expectations of you, my dear.”

Rarity felt a little disappointed she didn’t just get the job right now, but she was still excited. “I won’t fail you, Mr. Allure.”

“Please, call me Avid.”

Rarity squealed under her breath. “Avid.”

She left Avid’s studios about an hour later. Most of Avid’s current students had heard of her so she spent most of the time talking and discussing fashion with them. When she left she had already set three lunch dates. No point in not making a few contacts, she thought.

It wasn’t quite noon just yet and the Baltimare streets weren’t too busy so she decided to walk back to her hotel. The only thing running through her head was the competition. She hadn’t expected Avid to offer her a job, but then again, who would refuse such an offer. Ponies would kill to work for the great Avid Allure. It was a great opportunity.

“Surely I could still have Sassy manage the boutique in Canterlot so that wouldn’t be much of a problem,” she muttered to herself as she walked down the sidewalk. Passersby didn’t seem to take notice of her odd behavior, after all this was a big city. There was a brown disheveled pony down the street that shouted about aliens stealing his hat yet nopony paid him any mind. “But then there’s the Carousel in Ponyville. Maybe I could get Fluttershy to manage it for a while until I find a replacement manager. Or maybe even Sweetie Belle…” The thought died on her lips and she shuddered. She loved her sister but giving her the boutique was out of the question.

“Sweetie Belle,” she repeated softly. It finally hit her. She would have to leave Ponyville. Taking up Avid’s offer would mean leaving behind all her friends and family. She felt like an enormous weight had been placed on her shoulders. Rarity’s cheery smile now turned into a deep frown. She had a lot of thinking to do.

Not a couple paces back, in close pursuit of the oblivious white mare, a stallion in a newly acquired hat followed. His eyes darted back and forth at the ponies that passed both him and the mare. Ready to move at the slightest sign of danger.

---

Redwood yawned and stretched as he got up to the sound of the large basement warehouse doors sliding open and the dark magic proof shell above his cage rising. He quickly grabbed his black overcoat and slung it around his shoulders. The shell finally rose as he was just placing his hat on. “So what’s on the docket today, Mr. Armor?” He turned to face the approaching visitor but frowned when he did not find the pony he was expecting. Well not only the pony he was expecting.

Shining Armor stood to the side, obviously a little intimidated and unhappy. To his right was a dark blue alicorn with a long flowing mane like the night sky. Redwood knew who this was instantly, what he didn’t know was why she was here.

“Good morning, villain,” Luna snarled. “I see they still allow you some luxuries.” She indicated the small tea set and the comfy chair in his cell.

“Yes, but it’s a comfy chair but not that fun to sleep in,” Redwood mused. Luna didn’t laugh. Redwood gave a sideways glance to Shining Armor who merely frowned at him and gave him a miniscule shrug. “May I ask what you want?”

“You will speak when spoken to, cur!” Luna shouted, her mane blazing a little as she did. Redwood did not flinch and the alicorn took notice. “So you are slightly braver than most other of your ilk.”

“Braver? No. Smarter. This cage is protected by specialized magical encryption. Only Princess Celestia or your little coltfriend there have the access.” He narrowed his eyes. That wasn’t entirely true since Seek had learned to override the cage spell as well, but he felt it best not to bring that up and get the poor stallion fired. “Nothing else gets in or out.”

Luna paused as she noted this and turned to Shining Armor with a scowl. “Open it.”

Shining’s eyes went wide. “Princess, that would not be wise.”

“I said open it,” she replied in an even darker tone. Shining did not succumb, though his trembling said otherwise.

“I am under orders from Princess Celestia to not open the cage unless she’s present.” This time Shining did not even look her in the eye. Luna glared menacingly at him before turning back to Redwood.

“I have heard the crimes you have committed. They are… many to be sure. But the one that baffles me the most is your betrayal.” She stood still and tall, speaking with a low toe that still had the force and presence of the Royal Canterlot Voice. “You were once Captain of the Royal Guard. An impressive feat for an earth pony. You could have become royal if you liked. Married into a noble house without querie or question and be set for life.”

“Is there a point to this, your highness?” Redwood asked in a calm collected voice.

Luna narrowed her eyes at him. “Why? Why give that up? My ‘sister’,” she said the word in a stressed tone, “told me that you abandoned your position for love. Though I can say now that everything my sister has told me may very well be lies.” Shining raised an eyebrow at this news. This coming to him for the first time.

Redwood stayed silent for a moment, then just as Luna was about to blow a fuse he spoke. “Love, like passion, can change a pony. Wasn’t it the same with you all those years ago, princess?” He smirked at her. “You were once passionate about what you did. Then that passion got the better of you and you betrayed the ones you love. I suppose in that regard my story is a lot like yours.”

Luna held her mouth open, trying to reply but nothing came. Redwood knew how to play her backstory like a fiddle. Luna had betrayed somepony as well, just like him. He knew he could use that little bit of hypocrisy to his advantage. She closed her mouth, a small smile crossing her face. Redwood was slightly surprised by that.

“You are… interesting, Rayleigh Redwood,” she muttered under her breath. Her eyes then locked on him again. “Know that I will be back. And we will have further words.” She then turned to leave, a pony in a red uniform opening the door for her and then closing it behind him.

Now just Shining and Redwood were left. He looked at the ex-captain as he let out a small breath of relief. “Not used to dealing with her, eh?” Redwood chuckled.

Shining glared at him. “She ambushed me on the Main Floor. Nearly gave me a heart attack.” He shook his head clear and regained his composure. “I was originally going to come here to ask you about this morning’s events in Baltimare.

Redwood stared back at him waiting for more information. Shining was trying to bait him into admitting something. Shining finally sighed as he pulled out a newspaper title the “Baltimare Gazelle”. The title story was called “Shipyard Wreck” and had a picture of a bunch of hunks of freighter floating in the water. “We had our fastest flyer get ahold of this. Tell me what you know.”

Redwood simply shrugged. “How can I know anything? I’ve been in here for nearly two months.”

Shining glared at him and slipped the paper back into his pocket and lifted out the remnants of a black armor guard. “It’s not in the article but Baltimare police fished out a very interesting piece of equipment. Black armor made of a special material. Unlike our Royal Guard’s this stuff was tougher than steel. Ring any bells?”

Redwood frowned in mock deep thought. “No, can’t say it does.”

Shining put it away again and pulled out a round pink nautilus. “What about this special shell? It was close to the armor and none of Canterlot’s biologists can place it.” Shining asked with a raised eyebrow.

“Is that it?” Redwood asked with a chuckle. “A ship explodes and you’re wondering about a piece of metal and a shell.”

Shining’s face got closer to the glass. “If there is danger coming, Redwood, then you need to tell me. Especially if you’re involved.”

Redwood merely shrugged. “Nothing comes to mind.” Shining finally gave a huff and walked to the door. He stopped as the pony on the other side opened it up for him.

“Mark my words, Redwood. The day you get us all killed is coming.” With that last word he left and the door shut tight. Redwood sat on his chair and let out a long sigh. So the mission had gone belly up. If that was true then Shining’s words might be more true than he intended.

“This isn’t good,” he muttered.

---

Spike’s eye twitched as he heard the incessant sound of a rubber ball hit the side of the castle again. He dropped the books he was carrying and opened a window peeking his head out. He looked down at the purple Pegasus with a green mane zipping side to side and playing racquetless tennis with the wall. “Can’t you do that someplace else?” he shouted down to her.

Cloudy looked up at the dragon with a sour expression. “Oh, you want me to switch the wall?”

“No! I want you to… Never mind.” Spike sighed as he closed the window and heard the ball bouncing begin again. The side of his lip twitched a bit into a grimace. Spike walked back to the library where Twilight was and dropped the books he was carrying on the table. “Seriously, Twilight, when is that mare going to move out?”

Twilight floated in front of the books at the top of her shelves and shrugged to the dragon. “I don’t know, Spike. It’s kind of up to her. Princess Celestia sent her here to learn about friendship like me. Who knows how long that could take?”

“But it took you one day!” the little dragon pointed out.

Twilight blushed. “Sure, but I was Celestia’s star pupil. Cloudy’s had a much different upbringing. She spent her entire life striving towards a single goal, putting friends and family to the side.”

Spike scratched his chin. “Isn’t that exactly like you?” Twilight gave him a deadpan look. “Actually come to think of it, you were still technically studying friendship when you became a princess so are you even still studying?”

The question made Twilight draw back. She hadn’t really thought of it before. Her title was the Princess of Friendship but it was kind of hard to imagine what that entailed. Ever since receiving her new home Twilight hadn’t really done any journaling or letter writing. It felt kind of like she’d hit an impasse in her studies and herself. In fact, if this whole bounty thing wasn’t going on she wasn’t really sure just what she’d be doing with herself. “No, I guess I’m not,” she murmured down to Spike.

Twilight alighted to the floor and tucked her wings back in. “Maybe this is as much an opportunity for me as it is for her.”

“You think?” Spike said sarcastically. Twilight turned on him with a glare. “All I’m saying is that Celestia sent her to stay here. And you haven’t exactly talked to her in a couple weeks.”

Twilight remembered how Cloudy had treated Rainbow Dash earlier. Sure Dash might have been in the wrong for challenging her or questioning her career, but Cloudy wasn’t any better with how she tore down Rainbow’s self esteem. A thing that already was in shambles from before. Rainbow still refused all visitors and Twilight was pretty sure she had gotten a suspension from her weather control job.

Still this was a job given to her by the princess. She had to take it seriously. After all she was the Princess of Friendship. “Okay, Spike. I’ll talk to her today.”

---

Rarity had decided to have a nice relaxing lunch at the café across from her hotel. She also took this opportunity to survey the city. It wasn’t as busy as Manehattan which was a plus. Though it wasn’t as slow or quiet as Ponyville, a feature she always thought the little town lacked. In essence, it was perfect. Like a mini Canterlot. And the fact it was directly by the sea made it even better.

The waiter approached her from the side and asked for her order. “Kale Salad, please.” The waiter nodded and left to fill it. Rarity placed a hoof on her cheek and leaned against the table as she felt the wind blow against her face. Fall was fast approaching and yet this city still felt like Summer. Another plus. It was like the universe was just telling her to come here. It began to make her feel wistful and she didn’t notice a small tear trail down her cheek.

“Hello.” She got up in surprise as a large yellow earth pony stallion sat next to her. He had a black cabbie cap pulled over his face that did nothing much to obscure his features. His cutie mark was an arrow through a target. Rarity could swear he was about as big as Big Mac. He grinned at her warmly.

“Uh, hello?” Rarity replied hesitantly. “I’m sorry but I’m not looking to have lunch with anypony. You can have the seat though.”

“Rarity, right?” the stallion said in a low whisper as he moved his head closer to her.

Rarity looked around feeling as if she was in the middle of somepony’s dare to a friend. But then how did he know her name? “Ah, yes?”

“You should really think about a hairstyle change,” he muttered.

Rarity felt her cheeks grow red. “What? Why would you say that? This is a classic!”

The stallion shushed her and brought his head lower. Rarity was beginning to get fed up with this but lowered her head as well. “Why are we whispering?”

The stallion looked her in the eyes. Now that she noticed he had an interesting shade. Green. Like Applejack’s. Plus the color of his mane really did seem to compliment his features nicely. Not a color she would ever try but he pulled it off. “You’re Five o’clock.” Rarity gave him a puzzled look. “It’s only twelve.” The stallion chuckled at this and subtly pointed past her. Rarity turned slightly and saw a red mare in a white dress sipping tea while reading a paper. She looked back to the stallion. “So? What about her?”

“I think it’d be news to know there’s another alicorn around,” the stallion replied with a smirk.

Rarity paused to think and then her eyes widened. She turned again and saw that her eyes weren’t deceiving her, it really was a pony with a horn and wings. “But how can that-”

The stallion shushed her again and pointed behind himself. Rarity peered over and saw another stallion sitting alone reading a menu. His coat was blue and she was sure he only had one horn and no wings. “What about him?”

The yellow stallion grinned. “How many ponies you see with no tail?”

Rarity’s mouth opened as she noticed he was right. The pony really didn’t have a tail. She pulled back and shook her head. “Those are all just malformities. I mean, a pony can be born with both wings and a horn and not be an alicorn.”

“Really?” the stallion asked as if he was genuinely interested.

Rarity bit her lip. “I… I don’t know,” she admitted.

The stallion’s head perked up a little as his childlike expression turned to one of seriousness. His eyes were locked on a pony across the street. Rarity peered over and saw that a pony had simply stopped in the middle of the sidewalk staring at the café as pedestrians walked by. The pony looked normal for the most part, until he turned and Rarity noticed his blank blue eyes. “And him?” she squeaked out.

“Come on,” the stallion said as he grabbed her hoof and began to walk. Rarity tried to resist but the stallion was quite strong.

“Wait, where are we going?” she asked.

She and the stallion made it to the door of the café but as they opened it they heard a few chairs scoot against the floor. Rarity turned back and saw the two ponies the stallion had pointed out get up and begin to move toward them. “We need to move,” the stallion said as he pushed her out the door.

At first the two of them were walking briskly down the sidewalk against the flow of the pedestrians. Rarity felt a wave of heat from the stallion’s strong foreleg wrapped around her own. She couldn’t help but glance back as she noticed more and more ponies walking briskly against the grain, following them. Rarity felt her heart beat faster as their speed increased. Finally the stallion turned into an alleyway.

A few moments later the ponies following them ran into the alleyway too, but there was nopony in sight. The pony with the blue eyes hissed and turned to his comrades. “Find them!” The ponies all slumped a little as they let their disguises fall for a moment. Blue light surrounded them as they resumed their black insectoid forms before changing again and running off down the alley.

Another couple of moments passed and nothing moved. Then a dumpster by the corner burst open and Rarity came out gasping for breath. “What were you thinking?!” she shouted at the stallion in the dumpster with her.

He rose and shook the garbage off him. “I was thinking about saving your life.”

Rarity climbed out of the dumpster and looked at herself in disgust. “Ugh! Just because a horde of changelings are following us doesn’t mean you should just go with the first plan you can think…” The cold truth finally hit her. “Changelings. Here. And they were…”

“Looking for you,” the stallion finished her sentence. He took off his hat and frowned at the stains. “Damn, gonna need a new hat.”

Rarity stared at the stallion dumbfounded. “But… why? I mean sure me and my friends might have had a hoof in stopping their invasion of Canterlot but…”

“That has nothing to do with this,” the stallion replied. He tossed his hat in the dumpster and grabbed her hoof again. Rarity blushed slightly at the pressure. “Come on, we’re still not safe and there are some things you should be aware of.”

“Wait! What’s your name?”

The stallion turned to her and smiled. “Barrel.”

---

“You went to see him!?” Celestia shouted angrily. Luna did not reply to her sister’s hostility instead merely snacking on her lunch. Celestia let out a sigh. “Luna, I understand your anger with me, but going to see that pony was incredibly unsafe.”

“Why?” Luna asked reproachfully. “It seems like you have him under tight lock and key.”

Celestia rubbed a hoof between her eyes. “Power doesn’t mean anything to that stallion. He’s smart. Cunning. We know he’s been sending messages out of CRO but we don’t know how yet. For all we know he could have spies throughout the division.”

Luna looked up at her sister across the table, her eyes unfeeling. “It seems you are not taking as care of the problem as you let on.” Luna pushed her plate away and stood up from the dining room table. “I’m done for the day. If you’ll excuse me I need to get some rest before nightfall.”

Celestia grit her teeth in frustration. If she could just get her sister to see that some things needed to be kept secret, for her sake as well as others. “Luna,” Celestia stopped her sister before she could leave the room. "I trust you will be discreet with the knowledge you’ve acquired.”

Luna let a small but knowing smile slip. “Do not worry, sister. I know what to do with the information I’ve learned.” She then parted through the large double doors.

Celestia let out another long sigh. Her sister had not been acting herself since learning the truth of CRO and Redwood from Cadence. The princess didn’t blame her niece for spilling the beans though. It was bound to happen sooner or later. Now Celestia was just wishing she had told her sister sooner.

“Your majesty?” a pegasus in golden armor approached her from the now open double doors.

“Yes?”

“Captain Armor would like to brief you on the situation in Baltimare.” Celestia nodded in recognition and stood up from her chair. Perhaps getting back to work would soothe her worries. But in all likelihood they would merely intensify them. She had a feeling the situation in her bay city was more dire than anypony knew.

---

Applejack took a deep breath as she approached Twilight’s castle. She didn’t really like to talk about it but she kind of thought the whole thing looked a little garish in comparison to the nice little town. But that wasn’t why she was nervous. Apologizing to a friend was a hard thing to do. It was even harder for Applejack to let a friend apologize to her, especially if they withheld information that could put her and her family in jeopardy.

She approached from the road into town and sighed slightly as the first thing that caught her eye was a purple Pegasus batting a rubber ball against the side of the castle. She turned and noticed her.

“Howdy there, Cloudy,” Applejack said trying to be friendly. Cloudy merely shrugged and returned to batting the ball. “Um, you know if Twilight’s home?”

Cloudy stopped bouncing. “Beats me.”

“Well did you see her leave or somethin’?”

“What am I? Her guardian?” Cloudy spat back.

Applejack rolled her eyes. Kinda, yeah. “Look, Ah’m just gonna head inside.”

“What’s keeping you?” Applejack let out another sigh before walking to the door, but she stopped.

“Is there a problem?”

“Nope.”

Applejack didn’t need the Element of Honesty to know that was a lie. “Cloudy…”

“That’s Captain Gust!” Cloudy shouted angrily and tossed her ball at the castle full force, bouncing it off and careening it toward the town. “I’m still a bucking officer! Show some respect!”

“Respect?” Applejack growled back. “Why should I show you respect? After what you put Dash through!”

“That little filly got herself messed up!” Cloudy shouted back. “If I had her under my command I’d give her two weeks punishment by flying around Canterlot from dawn to dusk.”

Applejack gritted her teeth. “That’s just your problem! You can’t just treat everypony like a soldier! Sometimes you gotta be more careful with your words. Especially if you want to make friends.”

“I don’t want to make friends,” Cloudy seethed. “I want to get back to work. I have to stop whatever that pony is pl-” She froze as if she was about to give away something she shouldn’t.

Applejack could guess who she meant. “You’re talkin’ about that Redwood feller, aren’t ya?” Cloudy’s eyes went wide. “Yeah, Ah know about him. Twi told me he was working with you and her brother to stop the attempts on her life.”

Cloudy pressed her hooves into the ground as she trembled. “She told you that?”

“Yeah. Took me a while to get it out of her, but Ah’m glad she finally talked about it.”

Cloudy began to chuckle under her breath that turned into a full on laugh. “I knew that filly couldn’t handle the pressure. I told Captain Armor she would crack and tell one of you.” She added under her breath, “should have just locked her up with Redwood. Probably would have been safer.”

Applejack frowned at her. “Twilight is safe where she is. Besides, she can take care of herself.”

“Why? Because she’s an alicorn? Newsflash, farmhoof! She’s as wet behind the ears as a newborn foal. Sparkle has no idea the inpony kind of monsters that are coming for her. And you and you’re little Elements aren’t going to be enough to stop them. You think you had it bad reforming the spirit of chaos? Everypony coming after her and you are irredeemable, plain and simple. For them, it’s kill or be killed.”

Applejack felt a cold chill, she had never heard a pony talk like this before. “You speak like you have experience.”

Cloudy’s face became distant as if a memory suddenly flooded in. “Yeah,” she muttered. “I guess I do.”

The sound of the front door creaking open made Applejack turn. Twilight was there. “Oh, Applejack.” She still seemed a little apprehensive around her. “I, um, heard some loud noises. Were you two talking?”

Applejack turned to Cloudy who had already trotted off to town in search of her ball. “Kind of… Actually Ah wanted to talk to you. Can Ah come in?”

Twilight’s face lit up. “Sure! Of course.” The two walked in and the door closed behind.

A little ways away a lone purple Pegasus watched through a window as the two ponies talked. Applejack said something that made her pull her hat over her eyes. Twilight began to tear up and gripped the orange pony in an enormous hug. Applejack returned it. Cloudy watched all this from a rooftop, chewing her lip as she did. They looked so weak. She didn’t need weakness like that. She didn’t need friends.

---

After two hours of running Rarity and Barrel stopped in a small haberdashery to rest. “Did we have to choose a place like this to hide,” Rarity complained. “It’s not exactly high end.” The clerk at the counter gave Rarity a look and she smiled nervously at her. “No offense, dear.”

“Relax,” Barrel smirked as he began to try on different hats. “It’s for that reason that they probably won’t look for you here.”

Rarity frowned and moved closer to Barrel, leaning in to whisper. “So they are after me? But then why are you helping me? Who are you?”

Barrel tried a gray trilby hat in front of the mirror but shook his head and tossed it aside. “I already told you. My name is Barrel. As for why I’m helping you, let’s just say that somepony really doesn’t want to see you hurt.” He tried a green pork pie hat on and gave it a nod before disagreeing with it and tossing it aside.

Rarity racked her brain trying to think of what this all could mean. Then she remembered the incident two weeks ago, and Twilight’s secret. “Wait, this doesn’t have to do with the bounty on Twilight does it?”

Barrel affixed a fluffy trapper hat to his head and gave Rarity a surprised smile. “Well, looks like you’re not as in the dark as I thought.” He took off the hat and tossed it onto his ever growing pile. “Yes, it does.”

Rarity frowned deeper as she began to put more things together. “Okay, and you’re obviously not a royal guard or you’d be in uniform. You said somepony wants to keep me safe. Is it that Redwood fellow Twilight talked about?”

Barrel froze as he reached for his next hat. He gave Rarity a shushing glance that made her gulp in fear. Slowly he nodded behind the two and Rarity followed his line of sight to the door. A mare with a horn that seemed to be growing straight from her mane came in followed by a pony with an oddly shaped torso. The cashier seemed to pay them no mind.

Rarity leaned back into whisper nervously. Barrel continued to try on hats in a calm but controlled fashion. “And just what is up with these changelings? The ones at the wedding were not this lousy at camouflage.”

“They fooled you didn’t they?” Barrel whispered back, finally finding a dark green fedora he liked. Rarity blushed a little, trying to tell herself it was because she felt foolish for not spotting the changelings at the café herself. He then picked a mare’s sun hat at random and placed it on her head. Barrel swung a hoof around her shoulder and calmly walked to the register. “Keep your head down. No sudden movements.” Rarity did as instructed but she could still feel the changelings around her eyeing her.

Barrel continued to move with Rarity under his shoulder until one of the changelings stepped in front of him. It bore its sharp teeth and hissed. “Hoof her over.” Rarity could feel her entire body shiver.

Barrel smirked a little under his hat. “You know, I really didn’t want to start a fight in front of the lady.” The changeling approaching behind them received a hard buck to the jaw that sent him sailing into the wall of the store. The changeling in front of Barrel stared at him wide eyed as the tall stallion cracked his neck and let go of Rarity. “Though I’m pretty glad I’ve got one of you S.O.B.’s alone without backup.”

Rarity ducked behind a mannequin as Barrel threw a haymaker punch at the changeling. The creature ducked the blow but was not fast enough to dodge Barrel’s followup as he lunged forward and drove his back leg into the changeling’s gut. Its disguise faded and the cashier screamed as she saw its black form appear. The changeling kneeled to the floor gripping its stomach, but this was merely a diversionary tactic as it then went for Barrel’s leg. It dug its sharp teeth into his thick foreleg and he let out a yelp of pain. Barrel tried to stomp on the creature with his other leg but it was just too fast, its body too agile as it flayed about never letting go.

Suddenly a blast of blue magic hit it dead in the head and it released him. Rarity panted from the sidelines as she stared at where Barrel had been bit. The large stallion gripped his foreleg as it began to bleed, struggling to stay upright. Rarity grabbed his bleeding hoof and slung it over her shoulder. She gave one last look at the two changelings who seemed to be coming out of their stupor. “We need to go,” she muttered.

“Wait!” Barrel shouted and she stopped.

“What?” Barrel reached into his saddle bag and pulled out a couple of bits. He then threw them on the register counter. The cashier peeked over the edge.

“The rest is for damages,” he muttered as Rarity rolled her eyes and pulled him out the door.

---

“Captain Armor, I need to talk to you about…” Seek stopped midsentence as he walked into the briefing room at CRO. Inside Celestia and Shining seemed to be in the middle of talking. “I-I’m sorry, ma’am. I mean Princess! I’ll come back later.” He went to close the door but Celestia raised a hoof to stop him.

“Hold. What did you need to speak to the captain about?” She asked.

Seek gulped and closed the door to the room. “Well, sir and Princess. Captain Armor wanted me to keep a close eye on Baltimare. I’ve done that by monitoring the magical feeds connected to editing spells used at the Baltimare Gazelle newspaper. It seems that-”

“Hold on,” Celestia raised a hoof. “You did what?”

Seek looked nervous. “I… I hacked the enchantment matrices used by the editors at the Baltimare Gazelle. They work with the same class of crystal balls we do so it wasn’t that hard.”

Celestia’s eyes narrowed. “That seems like a great invasion of privacy.”

Seek was speechless as his mouth opened and closed. Shining Armor gave him a “you’re on your own” look. “I-I-It’s the only way to get information fast enough from across Equestria.”

“There are laws to follow,” Celestia insisted. “Rules governing the privacy of magical communications. Lest we end up as bad as the Mailmare.” Celestia finally took notice of the green earth pony and frowned. “Hold on, how can you have accomplished this in the first place if you are not a unicorn?”

Shining Armor stepped forward. “Uh, princess I should probably introduce you. This is Agent Bahit Sidq, our resident magical forensics expert. Yes, he’s not a unicorn but Sidq is proficient in the use of fourteen different magical artifacts, including crystal balls. There isn’t a quicker magic handler even among unicorns.”

Celestia scrutinized the green earth pony and his knees began to wobble. “Please don’t fire me.”

The princess let out a small chuckle. “Why would I fire somepony so talented? I understand your fervor to fight for justice, Sidq. But next time please try to work within the lines.” The princess held no anger in her words yet the shadow over her features belied her intent.

“Um, yes? M-May I continue?” Celestia nodded and Seek cleared his throat. “There’s been a mass of strange sightings in Baltimare. Odd looking ponies and even a few alicorns.”

“Alicorns?” Celestia questioned.

“Now it seemed like ridiculous tabloid garbage at first. But that was before I came across a sighting about these strange looking ponies chasing a stallion and a mare across the city. From the description the stallion is unknown, but the mare was familiar.”

“Who was it?” Shining asked.

“You’re sister’s friend, Rarity. The Element of Generosity.”

Shining grit his teeth. “Princess, we need to get Redwood to talk. He knows what’s going on in Baltimare, I just know it.”

Celestia nodded grimly. She had not expected Rarity to be swept up in this. She prayed that the mare was safe.

---

Barrel winced as Rarity’s needle passed through his untreated leg wound. “Will you hold still, you big baby?” she asked as she slowly but carefully pulled the thread through the wound. “I’m not exactly used to this kind of thing.”

They had been able to find an open backdoor to a closed restaurant. Probably the work of an inattentive night staff going home. They cooped themselves up there while Rarity raided the first aid cabinet. She peeked out the window at the moon in the sky. When did it get so late? And to think just this morning she was having such a wonderful time with Avid.

Avid’s offer came to her mind. She had just two more day to prepare something or she wouldn’t even be qualified. Her focus slipped and she poked a hole too far from the wound. Barrel let out a muffled scream as he held his mouth shut. “Sorry! I’m so sorry! I’ll clean it up!”

She raced back to the first aid kit and rooted around for some gauze. Barrel gave her a strained grin as he tried to lean back. “You’re head in the clouds, little miss Belle?”

Rarity puffed out her cheeks as she turned back. “I am not little. I’ll have you know I own my own business. Two, in fact.”

“The Carousels, I know,” Barrel muttered.

Rarity gave the stallion a look. “What else do you know about me?”

“I know you have six friends, the bearers of the Elements of Harmony.” His eyes were beginning to droop as the pain was giving way to a state of unconsciousness. “I… know you have a little sister. One you’d do… anything to protect.”

Rarity felt a little weirded out that the pony knew so much but chuckled. “I wouldn’t say ‘anything’. I can’t count how many times Sweetie has destroyed my designs or gotten into some mischief that cost me a job. She can be a hoofful.”

Barrel placed a hoof on hers and frowned at her. “Don’t talk about your sister that way. You’re lucky to have her.”

Rarity could detect some sadness in the stallion’s voice. She pulled out the gauze and began to put pressure on the wound. “So… do you have any siblings?”

Barrel leaned his head back, his eyes still fluttering. “Two, yeah. Brothers.”

Rarity smiled. “I can imagine that’s a whole lot harder than a sister.”

“Not really,” Barrel replied. “Especially for me, since I was the youngest.”

Rarity’s mouth opened. “Are you serious? And how tall are your brothers?” Then the wording of his answer hit her. “You said ‘was’.”

Barrel’s mouth made a grimace as the needle found skin again. “Yeah.”

Rarity continued to stitch but couldn’t let that go. “Does that mean… that…”

“They’re gone,” Barrel finished. Rarity fell quiet and the two sat there in the dark backroom of the restaurant completely silent.

“I’m sorry,” she finally said. “May I ask how?”

“…Line of duty.”

Rarity looked up at the stallion. “So you are a soldier. Or at least they were?”

Barrel chuckled through the pain. “It’s a little more complicated than that, little miss. Been around as long as I have… everything gets more complicated.”

Rarity huffed again. “I’m pretty sure I’m just as old as you.” Barrel gave her a grin in reply. Rarity smiled in response. She bit the end of the string as she made the final loop and tied it off. “That should hold for now. But we need to get you to a doctor.”

Barrel checked the window and saw the moon high in the sky. “Too risky. We need to keep moving. But now we wait till sunrise.”

Rarity didn’t like the idea of the stallion denying treatment but he was right that they were in a position where that might be hard. “Okay.” Rarity agreed and sat uncomfortably next to the large stallion.

Barrel leaned his hat over his eyes and closed them. “Get some sleep while you can. Tomorrow is gonna be an even longer day.”

Rarity hesitantly leaned her head on the stallion’s chest. She was surprised by the nice feel of his fur mixed with the steady rhythm of his heartbeat and musk. It slowly made her eyes droop. “Yes, I suppose it will.”

---

Pinkie Pie awoke in the morning to the smell of haycakes. However, as one would normally see the energetic pink mare bounce out of bed and run down the source of the confectionary breakfast, Pinkamena Diane Pie merely slid out of her impromptu couch bed and fell to the floor in a thump.

Fluttershy rushed into her living room to see what the sound was. “Oh, Pinkie! Did you hurt yourself?”

“Nm a dnd hrf meflf.”

“Pardon?”

Pinkie raised her head from the ground, her mane limp as a walk through the rain. “No, I didn’t hurt myself.” She got to her hooves, her coat slightly less pink than usual, and walked toward the kitchen. “Thanks for worrying about me though.” She held no smile and none of her usual cheer.

Fluttershy followed her into the kitchenette. “Oh, come on, Pinkie. It’s just a little bit longer, I’m sure. The Cakes will come calling any day now, begging you to come back. Pinkie looked at Fluttershy with the same enthusiasm as her sister Maud.

“Thanks for trying to cheer me up. But I think I’m just going to skip breakfast today.” She turned around and headed for the door.

Fluttershy hurried after her friend. “You haven’t eaten anything sweet in days, Pinkie. You’re going to have a Sugar deficiency.” Fluttershy wasn’t even sure if that was a thin but if anypony could have it it would be Pinkie. The pink pony merely waved a hoof as she left the small cottage. She stopped by the mailbox but instead of opening it like the last twelve days she merely sighed and turned back to Fluttershy.

“Hey, I’ve been wondering. You were probably the most afraid of that scary me. So why did you let me stay with you?”

Fluttershy smiled a little. “Because just like I could tell she meant harm, I know you mean nothing but good, Pinkie. And I don’t need special powers to tell that. The Cakes will come around.” This earned a small smile from the pink mare.

“Thanks, Fluttershy.” She turned back to the path. “I… I’m just gonna go for a walk. Clear my head.” Fluttershy nodded understandingly and closed the door.

Pinkie intended to walk down the path that led to Ponyville but instead found herself on the path to Everfree. She paused as she noticed the town at her back and the forest before her. “Huh, must have taken a wrong turn.” She moved to go back but was stopped by the sound of giggling. A small light came back to her eyes. “Pumpkin? Pound?”

Pinkie turned back to the forest and rushed over to see if she had just been hallucinating the sound of foals’ laughter. She stopped at the apex of the hill with a huge smile but it sunk when she saw the true source. Down at the bottom of the hill at the edge of Everfree, Apple Bloom, Sweetie Belle, and Scootaloo stood and discussed whatever cutie mark adventures they were going to have today. Pinkie was almost about to leave when she heard Apple Bloom speak.

“Okay, Crusaders! Today we get our marks in monster huntin’!” The other two gave their shouts of consent.

Pinkie rolled her eyes as she walked down the hill to stop the three. “What do you girls think you’re doing?”

The Cutie Mark Crusaders all noticed Pinkie and smiled. “We were going to search out the monster in Everfree,” Scootaloo replied.

“Maybe if we catch him we can get our cutie marks,” Apple Bloom added.

“Care to join us?” Sweetie Belle finished.

Pinkie rubbed an exhausted hoof on the bridge of her muzzle. “Look, I shouldn’t have to be the one to tell you how dangerous what your saying is. Me! Pinkie Pie! And what do you mean one monster? The Everfree is chock full of super scary creepazoids.”

“Yeah, but only one messed with Dash,” Scootaloo said with a determined look.

Pinkie paused. “What?”

“After Twilight’s birthday, Rainbow Dash came back from the Everfree all beat up,” Scootaloo explained. “We’ve been preparing to go take that jerk down for a whole month now.”

Now that Pinkie looked around she noticed the crusaders were decked out in boots and survival gear. Backpacks with water bottles and sharpened sticks hung from their backs with their hoof stitched capes flowing underneath. Another thing she noticed were the slight scars on each of the crusader’s hooves. It looked like they had practiced long and hard for this.

Pinkie knew that the monster they were hunting was actually the Mailmare. And that pony was long gone. If the crusaders went in now they would probably be in there all day, maybe even get hurt. Still, what could she do to convince them? The Mailmare was one of the ponies after Twilight, and no matter how much of a gossip she was she knew well enough to keep a secret like that to herself. Pinkie lifted her head to the girls and gave them a sad smile. “Um, mind if I come with?”

The crusaders gave each other a look. “No offense, Pinkie, but you’re not exactly prepared for tracking a monster,” Apple Bloom spoke up.

Pinkie tried to give them her wide eyed beg but with her mane flat it was kind of hard. “It’ll be like I’m not even there.”

Sweetie Belle and Scootaloo shrugged which made Apple Bloom sigh in defeat. “Alright, just try not to slow us down.” With that the three crusaders plus Pinkie went into the Everfree, on a great adventure to slay a monster that didn’t even exist.

---

“I’ve had enough, Rayleigh,” Celestia bellowed in the underground warehouse. “Tell me what you know of Baltimare!”

Redwood sat in his chair in his cell, a tired look on his face. “And for the hundredth time, I’m telling you I don’t know.”

Shining placed a hoof on the princess and she backed away. “If I may?” He pulled out a parchment with a drawing on it and slammed it on the glass. “This pony has been leading Rarity all across the city, do you recognize him?”

Redwood did not react though his smirk did fall slightly. Celestia looked at the picture puzzled. “Shining Armor, where did you receive this?”

“Came by magical transmission a few minutes ago,” he replied. “Baltimare authorities have put out an all ponies bulletin on him.” He glared at Redwood. “I just hope that Rarity is alright.”

Redwood didn’t respond once more. But right as Shining turned away from the glass he spoke up. “Wait. Why is that pony being hunted by the police?”

Shining didn’t reply as Celestia stared between the two stallions. “Quid pro quo, Redwood.”

Redwood finally let out a long sigh and scratched his head. “Fine. I was hoping this could have been taken care of quietly, but it sounds like it’s gotten out of hoof.” Shining and Celestia stood in apt attention. “A little over twenty four hours ago, a freighter from an unknown port was due to arrive in Baltimare harbor.”

“I don’t have any knowledge of this,” Shining said to Celestia.

“As well you shouldn’t,” Redwood continued. “The ship entered Equestrian waters illegally. Grease a few hooves, misfile some paperwork, it happens in the underworld. But this is what drew my attention. I had prepared a small squad of ponies to take the boat when it landed and destroy anypony inside.”

“Why would you do that?” Celestia asked.

“Because I knew the contents of that freighter, princess. Hundreds upon hundreds of changelings.” Celestia gasped while Shining Armor stayed silent.

“So Chrysalis has joined this charade of a hunt,” the princess muttered.

“Not exactly,” Redwood replied. “The changeling’s on that freighter are not like the ones you dealt with during Armor’s wedding. These are the rejects.”

“Rejects?” Celestia asked.

Redwood nodded. “Tell me, do you know how changeling society dictates its hierarchy?” Celestia shook her head. “When the previous queen dies the daughters of the predecessor battle for control of the hive. It can be long and bloody considering how many daughters a queen has. However the previous Queen of the changelings had only two. One was Chrysalis and as you can probably guess she was the victor of the last battle for the crown. However, this battle ended much differently than any before. Chrysalis may have won because of her power, but her sister did not perish by her sibling’s hoof. She was too strong of will. So before the battle ever began she escaped with the aid of every reject changeling in the hive. Every bug that can’t keep a form. Every one that messes up a transformation. With her resolve Chrysalis’ sister bent the will of all of them and stole them away from the hive. Creating a splinter cell.”

“How do you know this?” Celestia asked.

“Because I’ve worked with her before. She trained her rejects to work as a single entity. Stripped them of any and all individuality and created her own legion. I met her ten years ago while planning on overthrowing this Peloponysian government in the South Lunar Sea. Her forces are ruthless, relentless, and will die for their queen.”

Celestia held her chest. “They’re after Rarity in Baltimare. That means…”

“They’re after Twily too,” Shining muttered before running out of the room.

Celestia was left alone with Redwood, the two staring each other down. “Why didn’t you come forward with this?”

Redwood closed his eyes. “I didn’t think you’re forces could handle it.”

“And you thought yours could?”

“You haven’t exactly given me much to trust about you, your highness,” Redwood spat back. “Chrysalis, despite being more powerful, is much less cunning and smart than her sister. Do you honestly think I’d trust intel about such a dangerous individual to somepony who’s proved before how powerless she is against such an attack?”

Celestia’s face grew cold. “This is different than the wedding.”

“Is it? I may not have been there but I heard. Chrysalis snuck in right under your nose and fooled you for four months. Then when somepony comes to you with the truth you turn her away without a thought.” Redwood’s smirk fell and his red eyes stared unblinkingly at Celestia. “You believe yourself prepared for the flood that’s coming. I’m here to tell you that you are not. And all the power in the world cannot stop a well-executed plan.”

“You speak as if you are planning something yourself, Rayleigh.”

Redwood didn’t flinch. “I have no idea what you’re talking about.”

Celestia sneered at the caged pony one last time before turning to leave. She re-entered the CRO main room and stomped past Shining Armor. Already the captain was ordering his soldiers left and right. “I want everypony available out to Ponyville! Pegasi, send a lead squadron but leave your fastest fliers behind. Those will tow the unicorn and earth pony squadrons. I want that town locked down!” The agents all gave salutes and scurried away. Shining stopped what he was doing and looked at Celestia as she passed. “Princess, I’d like you to contact Twily if you could.”

Celestia nodded. “Rest assured, Shining Armor I was going to do just that.”

---

Twilight and Applejack had spent the entire day talking and reconnecting. She could tell that her friend still had some issues with her lies but for the most part they seemed to be on good terms. When the sun set Twilight insisted that Applejack stay the night, to which the farmpony agreed. They still had a lot to talk about, especially considering their friends. The two talked well into the night in hopes of finding out how to help Pinkie and Rainbow Dash through this tough time but in the end not a lot of ideas came to mind. The two ended up falling asleep on the couch, waking just as they heard the front door slam.

“Whu-huh?” Twilight mumbled as she sprung up. Cloudy walked past the door to the living room and peered inside to find the two. Applejack hadn’t seemed to have awoken from the sound yet. “Oh, Captain Gust,” she checked the clock, “it’s morning already. We’re you out all night?”

“Maybe,” was all Cloudy replied as she walked down the corridor and out of sight.

Twilight let out a sigh as she rubbed her eyes. She was seriously going to have to have some kind of conversation with that mare. Applejack began to stretch and yawn. “Was that the grumpy gal?”

“Yup,” twilight murmured. The two smiled at each other glad to be on speaking terms again. “I need to talk to her at some point. Ugh, the amount of ponies with issues is just getting bigger and bigger. Um, no offense.”

Applejack smirked at her. “Why say that, Twi? You’re just as screwed up as the rest of us. Fact, I think the only normal one is Rarity.”

-------------

“I just don’t understand why we had to jump!” Rarity shouted, the cold bay water soaking into her mane.

“They were closing in,” Barrel replied with a grin as he dog paddled alongside her.

“But there was a boat right there!”

-------------

“Anyway I guess we should start getting’ this pity party rollin’ again,” Applejack sighed.

“Yeah, I guess we should. What do you think? Rainbow first?” Applejack nodded and the two began to head for the door.

Suddenly the sound of a familiar young dragon stopped them. “Twilight!” Spike shouted from the top of the stairs. He waved a letter with the seal of the princess on it, a panicked look on his face. “You’re going to want to read this!”

---

Rarity and Barrel sat on a dock in the Baltimare bay drying themselves off. Rarity glared daggers at the stallion. “You didn’t need to push me.”

Barrel poured a stream of water out of his new fedora. It was amazing how he seemed to ignore the wound on his leg. “I didn’t see you jumping, little miss.”

Rarity growled. “Will you stop calling me that?! In fact, I’d like to know just how old you really are. You said you’re the youngest of three. You can’t be much older than me.”

Barrel finished emptying his hat and lamentably threw it away. “Twenty six.”

Rarity’s eyes widened. “B-But I’m only twenty three.”

“Guess that makes me your senior.” Barrel turned to her and gave her the grin she’d become accustomed to the past two days. Rarity’s cheeks puffed up and took on a reddish hue. “We should get moving again. They could be on us any minute.”

“No!” Rarity shouted.

“No?”

Rarity put her hoof down. “We’ve been running for almost two days! I’m tired, wet, and my mane looks dreadful! You’re a soldier, just fight them already!”

Barrel was silent for a moment and then nodded. “You’re right.”

“I am?” Rarity replied quizzically, not often getting a positive answer from her complaining.

“We’ve been on the defensive for too long. These things are going to keep coming at us.” He looked into Rarity’s eyes. “Plus there’s the fact that you’re not their only target. We need to find stop them before they leave the city.”

Rarity’s eyes widened even more. “Are you serious?! Those things are everywhere! How are we supposed to stop them all?”

Barrel looked around the dock they were in now. Nothing seemed to catch his eye but he stopped when he began to move around the dock. He flexed his hooves a couple times letting the boards squeak beneath him. “I think I have an idea.”

Barrel turned and began to leave. Rarity noticed a small smudge on his flank as he walked. “Oh, you’ve got something on your…” She stopped as she noticed it wasn’t some stain but instead his cutie mark. It was streaked with the colors running almost as if… “Paint?”

Barrel noticed her words and froze. He slowly reached back and wiped a bit of the washed out paint off. “Guess I forgot about that.”

Rarity looked at him with concerned eyes. “You’re a blank flank?” She immediately regretted those words as she brought her hoof to her mouth. She had simply heard it so many times in talking to Sweetie Belle that it simply slipped out. “I’m sorry, I didn’t mean-”

“No, I get it. Kind of hard to respect somepony so old without a mark.” Barrel’s smile was gone now, replaced by no emotion at all. “That’s kind of the reason for the paint job.” He took a deep breath and began to walk again. “You coming or what?”

“Y-Yes!” Rarity cried out as she shook of the last of the water and hurried to catch up. “So I take it you have a plan?”

“In a sense. But I need some bait.”

“Where are we going to find that?” Barrel gave Rarity a smirk. “Oh no. No! No!”

---

“For all we know they could be here by sundown,” Twilight reiterated. She had gathered all the possible friends she could. This included Applejack, Fluttershy, and Cloudy Gust all sitting around the thrones of friendship, Cloudy off to the side. The latter of the three looking particularly pissed about current events.

“I told you to be prepared, Sparkle,” Cloudy muttered. “But you just wanted to play around. Now we’ve got a full scale invasion on our hooves!”

Twilight tried to ignore the disagreeable pony’s words. She was already worried enough. “Fluttershy, you seriously couldn’t find Pinkie Pie?”

Fluttershy bowed her head. “Yes, she said she’d just be going for a walk but that was hours ago.”

“And Rainbow Dash is still a no show.” Applejack tipped her hat sadly and crossed her forearms. “Looks like it’s just up to us.”

“Um, but what do we do?” Fluttershy asked.

Twilight turned to Cloudy. “Well, captain. You’ve made it pretty clear that you know military tactics better than any of us. How do we protect an entire town?”

Cloudy smiled. “So glad you asked.”

---

Seek sat nervously at his desk. It was almost sunset and the situation seemed to be getting dire by the minute. Information was coming from Baltimare about an explosion of weird sightings and there was even word of black clouds in the skies between Baltimare and Ponyville. Seek wasn’t a military tactician but he thought that disguising yourself as clouds would make pretty good camouflage.

He took a look around the CRO main floor. The secret base was almost empty now save for a few spare agents and magicians. Captain Armor had sent away nearly every pony available to Ponyville. “Seek.”

The green earth pony turned to see another agent talking to him. “Any news?”

“Not yet.” He dropped a small scroll on his desk. “These are the cartographer’s maps of the tunnel under the city. You sent in a request for them a couple weeks ago, just went through.”

“Oh, right.” With everything going on, Seek had almost forgotten about the giant ponymade tunnel below Equestria that Inferno had used to sneak into Canterlot and try to assassinate Celestia. That seemed so important at the time. He decided to just take a look through to ease his nerves. Any work was better than just worrying. He unrolled the scroll to find a rather detailed map of Equestria with a set of black lines running through it representing the tunnel. At first he was amazed at the size but then something caught his eye. His eyes widened in horror. “I need to speak to Captain Armor!”

---

The sun had now dipped over the edge of the horizon. A lone zebra sat atop a high roof in the small town of Ponyville watching as the ponies below prepared for an invasion. The Pegasus called Cloudy Gust worked tirelessly to create makeshift spears out of street lights and benches. The rest of the Elements warning everypony to stay inside while urging every stronghearted mare and stallion to join them by the castle. The zebra felt a chill breeze blow through her mane and tightened her jacket around her frame. She gazed out towards the east to see a large black cloud heading in. Ill omen, or something much worse.

---

Rarity had never felt so exposed. She never even dared to walk around Canterlot after dark, so walking around alone in Baltimare at night was terrifying. The entire city seemed to empty out at dusk, the streets swept clean of hooves. She gulped loudly as she walked slowly along the streets.

At the back of her vision she could see glowing eyes peeking out at her from the darkness. Alleyways, trash cans, sewer grates. As she began to increase her speed she could even hear hoofsteps behind her.

She almost stopped walking as a few changelings appeared out of an alley in front of her, but she merely changed direction. There had to be close to ten or twelve following her now. And she could hear them getting closer.

Rarity increased her speed further turning it into a light jog. Her breathing was heavy but she could still make out the sounds of the creatures behind her. When she knew she was within range of her destination she broke out into a run. The changelings followed suit.

Rarity dipped and dodged through various streets in a blatant attempt to lose her tails, or so they thought. The mare finally made her way to the docks where she ran out onto a pier, seemingly cornered. The changelings now closed in with vicious grins, their disguises thrown off. Rarity backed up to the edge and let out a scream of panic.

The changelings all held their hooves to their ears in pain as her scream seemed to stun them. Rarity immediately recovered after the scream and smiled. “Gotcha!” She winked as she jumped off the edge of the pier.

From behind a crate on the dock, Barrel lifted his cannons and stomped with all his might on the rotting wood of the dock. Besides breaking the planks beneath him it also sent a shockwave through the rest of the wood. The dock splintered and broke apart before any of the changelings could react.

Without a chance to fly away the creatures tumbled into the cold water. They struggled to beat their wings and get out but their insectoid parts had become waterlogged. Barrel had fallen in as well and began paddling to the shore but a small rowboat crossed his path. Rarity looked down from the tiny craft. “Need a hoof?”

Barrel laughed while trying to swim and climbed aboard. “Looks like you got to jump into a boat after all, little…” Rarity glared, daring him to finish that phrase. “Ahem, Miss Rarity.” She smiled and handed him a sailor hat.

“I found this lying in here. Thought you might want to try it?” Barrel raised an eyebrow but smiled and graciously accepted the gift. “What do we do now?” Rarity asked with a concerned expression.

Barrel shook himself off and looked out at the struggling changelings. “We take one.”

“What?”

Barrel reached into the water as they passed a changeling and pulled it out by its membrane along the neck. He threw it to the floor of the rowboat and pinned it under his massive bulk, making sure to prevent it from biting. “We need information.” He glared daggers into the changeling as it tried to fight back. “What are your plans?”

The changeling struggled again and did not answer. It was Rarity’s turn to get angry. She lowered her horn to the changeling’s face. “If you ruffians are after any of my friends then I will show you how rude I can be in return for the weekend you put me through!”

Barrel’s eyes widened at the little lady’s temper. Strangely enough the changeling stopped struggling. Then it began to laugh. Pretty soon all the changelings in the bay began to laugh as well. “What’s so funny?”

The changeling looked to Rarity with a smirk. “You do not frighten us, child of Harmony. You and your allies pose no threat to our mission.”

Rarity narrowed her eyes. “What are you talking about?”

--------------

Celestia stood at her balcony looking out towards Ponyville. The dark cloud coming from Baltimare was almost on top of them. She considered just going to aid Twilight and her friends in this time of need but something in the back of her mind was telling her to stay. Something just felt wrong about all this. Like she’d missed something. Something vital.

“Princess!” A guard in a red uniform rushed into her room, her coat covered in bruises.

Celestia rushed to the soldier’s side as she lost balance. “What happened?!”

The guard coughed slightly. “We were part of the group analyzing Inferno’s tunnel. There… There were too many of them. They overwhelmed us. I’m lucky to have gotten out alive.”

Celestia’s eyes widened in horror. “What attacked you?” Though she felt like she knew the answer.

“Changelings.”

---------------

“You’re greatest secrets are ours to take.”

--------------

Seek rushed around CRO looking for the captain but could not find him. He panted slightly and stopped at a guard posted outside the warehouse doors to Redwood’s cell. “Did the captain come this way?”

“Just went in,” the guard replied. “But he ordered no intrusions.”

“But I need to see him! It’s urgent!”

The guard frowned. “Well, what is it? Maybe I can help?”

Seek raised an eyebrow at the stupid answer. “Not unless you can tell the Captain that there’s a tunnel from Baltimare in the mega cave beneath Equestria.”

The guard scratched his chin. “Wasn’t the captain taking lead on that investigation?”

Seek was about to answer him when a large explosion rocked the building. A few ponies rushed into the main floor and tried to hold the door shut. “Bar it! Bar it now! They’re coming!”

Seek almost didn’t have time to see what was going on as the doors exploded inward rocketing the ponies away. A large black and green wave flooded in with a loud unearthly buzz. Seek ducked as the wave shot right past him and began to circle in the air like angry bees. A couple of ponies began to shoot wildly into the air with their horns or crossbows but they did little to quell the swarm. As moments passed those that fought back would disappear in an instant as changelings flew down from above and picked up the ponies, screaming as they were pulled into the large cloud.

Seek kept his head down but knew he had to do something to protect his comrades. Something at least to warn the ponies outside. Then he remembered. There was something he could do. He slowly crawled along the floor toward the evidence room. He had left something there that could drastically help.

After a few minutes of crawling he finally made it to the room and got to his hooves. He looked at the table covered in scrolls and files and waded through it throwing papers across the room. Finally he fished it out of the bottom of the stack. “Yes!” He held aloft the Mailmare’s dragon lighter. Fast as he could he grabbed a piece of paper and a pen and began to write. When he was finished he rolled it up and put the end to the lighter. Celestia most likely already knew of the situation, but there was one mare and her friends who needed to know that their help was needed. He clicked the spark and a green flame devoured the letter. He gave a sigh of relief just as the door burst open. Seek quickly hid the lighter in his mane as three changeling marched in, pointing their glowing horns at him. He could see that they also had large silky nets with them. The green earth pony gulped as they approached.

------------------

“Our queen’s plan has fallen perfectly into place.”

------------------

Celestia stormed into the courtyard, a look of absolute anger on her face. How could this have happened? CRO is a secret to everypony outside the Royal family and the Elements. For there to have been a coordinated attack would mean there was a mole. But no, she had vetted everypony herself. She knew them all. And nopony had recently found…

Celestia stopped as she noticed her sister staring toward the Royal Academy, smoke billowing from the structure. Luna’s eyes showed only disdain. “I told you secrets would bring you nothing but pain,” the blue alicorn said, not turning to her.

Celestia’s eyes narrowed. “You. It was you all along wasn’t it?”

Luna finally turned around, a surprised look in her eyes. “What?”

“Don’t act innocent! CRO was the best kept secret in canterlot. Then just a few weeks after you find out about it it gets attacked? How long have you been impersonating my sister?” Celestia now pointed her horn at her.

Luna’s eyes only grew wider. “Tia, I don’t know what you’re talking about.”

“My sister trusts me!” she shouted angrily. “But you! You’ve been nothing but suspicious of me for weeks!”

“Because you’ve been acting suspicious!” Luna shot back. Her features were now getting darker as the clouds began to coalesce above. “I trusted you before because we shared everything! Now when I see you all I see is deceit! Lies! You’ve become the one thing you hated me for becoming!”

Celestia started at this, her horn losing its glow. “I… I am not!”

“Yes, you are.” Luna’s features began to lighten again. “You believe yourself to be the only one with the ability to fight. But you forget that we are diarchs.” Luna stepped forward and brought a hoof out to her sister. “We are balance. And that cannot come from a skewed system.”

Celestia’s eyes widened and a few tears began to well up. She grabbed her sister’s hoof and bowed her head. “It is you, isn’t it?”

Luna nodded with a small hurt smile. “Yes. Now do something smart for the first time in a long time, and let me in.”

-----------------

“If Twilight and the others aren’t your targets then why go after me?” Rarity asked.

The changeling chuckled. “I never said you weren’t targets.”

-----------------

“Okay, I think we’re about ready,” Cloudy said as she and a few other Ponyvillians set the last of the barricade. It was short but that was all they needed for any ground based attacks. “Now everypony make sure you wear your ribbon! Fluttershy will be hoofing them out!”

The yellow Pegasus flew above the crowd dispersing small red ribbons that each pony tied around their legs. Twilight could see the fear in many ponies’ eyes. She herself wasn’t feeling too sure about this.

“Twilight!” She turned to see Spike running up the road, a letter in his claw. Twilight took it from him and read it quickly. Her eyes widened in shock.

“What is it, Twi?” Applejack asked.

“Th-That’s impossible. Then what is…?” she murmured.

The large black cloud had finally reached the outskirts of town. Twilight and the rest prepared themselves for the worst but were surprised when the shadow finally overtook them. A slight wet drop fell on Twilight’s nose. “Rain?”

More and more wet drops fell and soon a torrent of the stuff began to come down. Before long it became hard to make things out in the heavy rain. “Was this a trick?” Applejack asked her.

Twilight was about to answer when a large thump sounded from behind. A couple of ponies scattered and screamed. One of them pointing at another pony. “He just came out of nowhere!”

“Hey somepony took my ribbon!” “Mine too!” “You’re a changeling, aren’t you?!”

Pretty soon it devolved into utter chaos as ponies began to fight each other in the muddy streets. “Oh, Faust,” Twilight whispered.

---------------

Redwood sat silently in his cell though he could clearly hear the screams and explosions coming from above. Shining Armor went to check the door when the first sound was heard. Redwood stared at the stallion’s back as he waited for any kind of report. “Doesn’t sound all too well out there, captain. Maybe you should get in the picture.”

Shining didn’t respond.

“This doesn’t really seem like a good time for the cold shoulder, captain.”

“Oh, I think it’s the perfect time, Rayleigh,” Armor replied. Something about the stallion’s voice seemed off. Then it hit him what he’d said. Shining never used his first name.

Shining Armor turned from the door to face Redwood, a growing smile on his face. A smile he had seen before. Shining walked slowly up to the cage, bright blue magic dancing around his legs and body as his guise fell away. A black chitonous exoskeleton replaced his white coat, holes adorning the legs. Glowing green hair fell around the eyes like seaweed with a set of tightly tied braids in the back that reached down to the knees. His eyes were now large and glowed blue, a cat like sliver of an iris in each. A shattered horn poked out of the hair and a tail with the same viscosity of a cobweb swayed beneath the feet. Shining’s masculine swagger had also been replaced with a more feminine sway of the hips. The would-be changeling queen smiled a mouthful of vicious sharp teeth as she came to the cage wall. “Hello, Rayleigh.”

Rayleigh did not react overtly, trying to keep his cool. Though he knew he was far off from that. “Hello, Silk.”

To Be Continued...