The Last Healing Dragon

by Gearsmash King


Chapter 27: The Monsters Dance

Kra-BOOM!!!

Another electrical blue orb struck the shield, causing more cracks. This made Chrysalis smile as she sensed that it would fall very soon. For the moment, she watched as her subjects battered the outside, chipping away at the shield while the lightning orbs did the most damage. On the inside of it, Chrysalis could also see several of her subjects terrorizing and fighting the ponies within the city. But it was only a fraction of the force that she had brought. Plus, there were Changelings with Iron Jaws that were still on their way.

"WORK HARDER!!" She ordered, watching the shield, "WE WILL NOT FAIL AGAIN!!!"

Kra-BOOM!!!

BZZZZZZZZZZZZ!!!!!

SMASSSHHH!!!!

The shield shattered as the strikes had finally done their purpose. Bits of the shield fell like pieces of glass, before fading out of existence. Now the city was exposed and Chrysalis didn't hesitate to surge forward, sword drawn.

"ATTACK!!" She boomed, as she plowed into a guard.

Suddenly, the Changelings swarmed the city, breaking into buildings and trapping ponies without a second thought.

"Scatter!" A pony called out as she took cover in a restaurant.

Panic covered the streets as Canterlot was invaded. Some buildings started to catch fire as Changelings threw lamps and cast spells at them, forcing ponies out into the open.

"Round up the civilians, General!" Chrysalis ordered, pointing her sword at the ponies who were hiding.

"What of the guards, your Majesty?" General Hornet asked, several more Changelings behind him.

"Kill any who are foolish enough to stand in your way!"

"As you wish."

Then he turned toward his troops and signaled them to proceed with the order.


"Alright!" Lazarus growled as they got closer, "You three better get down there, see what you can do, and get that flower to Luna as fast as you can."

"W-what about you?" Fluttershy asked, frightened by what she was seeing.

"There's something in the air and I think I know what it is. But I can't get any closer without risking any of you getting injured."

"Are you sure you'll be alright?"

"Don't worry about me, just go!"

With that, Twilight wrapped Spike in her magic and placed him on her back, before spreading her wings and flying off of Lazarus. Fluttershy was about to do the same, but hesitated before departing. However, Lazarus could tell that she was concerned and brought one of his clawed hands up to her, allowing her to step onto it as he brought her to eye level and gazed at her with yellow eyes.

"I won't lie," Lazarus began, "I'm scared of what I'm heading for. But that doesn't change my courage. Let me ask you, do you know what being brave really is, Fluttershy?"

Fluttershy didn't say anything as they continued to fly.

"Being brave isn't the same as not being scared. It's what you do even when you are scared. And right now, I need you to be brave."

"I-I'll try. I promise, I'll try."

"Good."

Then Fluttershy leaned in closer to him and gave the dragon a soft kiss under his eye, before opening her wings and allowing the wind to sweep her away from him.

Once she had disappeared from his sight, Lazarus' eyes turned to dark red. Now he was on the hunt for the only thing that could spit blue orbs of lightning and cause black clouds.

Sniff! Sniff!

"I know you're out here!" Lazarus growled quietly to himself, scanning the clouds, "You can't hide from me!"

Kra-BOOM!

Lazarus saw the orb sail towards him and maneuvered to one side to avoid it. But it had come so close to hitting him, Lazarus could feel the electric current lightly shock his skin. However, he now knew where his target was and aimed.

FFFFFFWWWWWWWWWWOOOOOOOOOOOSSSSSSSSSSHHHHHHHHHH!!!!!!

Unfortunately, his target saw his attack and avoided the blue flames. Lazarus could see the shadow of another dragon dart through the clouds and out of his range.

"COME ON!!" Lazarus roared, scanning the clouds as rain drenched him, "I KNOW YOU CAN HEAR ME!! COME OUT AND FACE ME!!!"

"WITH PLEASURE!!!" Stag bellowed as he emerged from the clouds and charged at Lazarus.

RRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAAARRRRRRRRRRRRRRRRRHHHHHHHHHHHHHHH!!!!!!!!!!!

GRRRRRRRRRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAAAAAAAAAAAAAA!!!!!!!

WHUMP!!! CRACK!!!!

Both dragons collided and their fight ensued, each of them knowing that only one was going to die.


"Crawl, hurry!" Starlight pleaded, lightly tapping her hoof on the centipede's back as they followed the train tracks to Canterlot.

She had lost the race to Canterlot, but she knew that the battle was just beginning. And it wasn't going to end, until Chrysalis had either won or was defeated. But she knew that Chrysalis wasn't going to be easy to beat. After what Starlight had seen, it was clear that Chrysalis wasn't afraid of getting her hooves dirty. However, that was something Starlight could use to her advantage, considering she wasn't afraid to do the same.

As they got closer, Starlight opened her saddlebags and took out Shadow Chaser's locket, as well as drawing her knife.

"I made you a promise." Starlight said as she opened the locket and looked at the bat-pony family, more so at Shadow's image, "I just hope that I can keep it."

She closed it and placed it back in her bags, before turning to her knife and rolling it in her magic.

"Surely, this could be improved." She said quietly to herself and focusing her magic.

The blade twisted and bent, but it was still too small to do any real damage if the need called for it. She focused her magic a little harder, but still nothing improved.

"I guess I'm only good at making metal coffins." Starlight sighed in defeat, returning the knife to it's proper form.

"Perhaps, we could assist." A crude chorus of voices said, making a chill run through Starlight's body.

"I... I don't need your help."

"Of course you do. Allow us to demonstrate."

"No! You're just going to try and manipulate me into using you for something bad!"

"We could. But we won't, because you haven't given us permission to do so."

This made Starlight unstrap her saddlebags and look inside. The two gems still pulsed like heartbeats with their eerie glowing colours.

"What do you mean; 'given permission'?" Starlight asked, glaring at the gems.

"We are bonded to you, Master." The gems replied, "We asked for a drop of blood and you complied."

"What?! No I didn't!"

"If that is true, then what are those red blotches on the flaps of your saddlebags?"

Starlight's eyes widened as she looked over her saddlebags and found dried red spots covering the flaps.

"B-but these are dry!"

"Blood is blood, no matter what state it is in."

This made Starlight feel even more scared as she realized that the gems were now bonded to her. Even though, it was unintentional and it made her fell a little violated. But she was too shocked to respond.

"So, what do you wish for?"

There wasn't anytime to answer as Starlight felt Crawl slow to a stop. They were at the entrance to one of the tunnels that lead to Canterlot. But, for some reason that Starlight couldn't understand, the centipede wouldn't move any further. It bothered Starlight because the tunnel looked big enough for him to move through with ease.

"Come on, big guy." Starlight coaxed, petting the top of his head with her hoof, "If a train has no trouble going through, then you shouldn't either."

Chep, clik!

Crawl clicked his mandibles, but still didn't move. But after a moment, Starlight caught the scent of something fowl coming from the tunnel. However, the smell seemed somewhat familiar to her.

"Crawl, move slowly into the tunnel." Starlight whispered, crouching low and looking directly at the tunnel, "But, whatever you do, stay quiet. Okay?"

Chep.

"It's alright. I'm right here with you."

The centipede nodded and slowly crawled forward and into the tunnel. There wasn't any way for Starlight to tell where they were going, even though she knew that she didn't have to.

Shortly after, Starlight saw the end of the tunnel, but nearly screamed when she saw what was guarding it. At the exit were two of the large beasts that Lazarus had fought at the Changeling camp. And one was looking into the tunnel, while the other was looking up the tracks that lead to Canterlot.

"How... how did they get ahead of us?!" Starlight whispered harshly, trying to stay as quiet as possible and keeping calm.

Thankfully, the first creature couldn't see them in the darkness and that gave them an advantage. However, if they only focused on one, then the other would be able to retaliate. This didn't give Starlight a lot of ideas. In fact, it only gave her one, but it had the risk of losing an escape route, should the time come if the city needed to be evacuated.

"Crawl," Starlight whispered, staring at the beast at the end of the tunnel, "dig into the wall and ambush the one facing us."

She felt the centipede nod, before holding her knife in front of her as it glowed dimly.

"Crimson Fury..."

"Yes?"

"Could you make this into a staff?"

"If that is what you want, then a staff you shall have. And you do not need to clarify, we know what kind of staff you desire."

Suddenly, the blade lengthened and rounded, while the tip split and twisted. But at the beginning of the split, there was an indentation on either side of the weapon. The spear tip on the hilt also lengthened, but kept it's sharp, smooth, blade-like appearance. The grip stayed in the middle, but the fabric changed from torn rags to a soft velvet/sponge-like material, should she need to use her mouth to hold it. In a way, it reminded her of the "staff" that she had when she was her old self.

Crawl started to dig quietly, but quickly into the rock as Starlight took her place behind one of his spikes. How he was able to remain silent as he dug, Starlight had no idea. However, it was a very good thing to have. She knew that stealth would only get them so far, but for now, it was the perfect time to apply that skill.

She felt Crawl turn wide and accelerate, which told her that they were about to breach through the wall and charge their unsuspecting targets.

Crack!

CHEEEEEEEEEEEECH!!!

Whump!

Suddenly, Starlight felt the centipede jerk as it broke through the wall and attacked. As fast as she could, Starlight pointed her staff at the other beast.

"Gems!" Starlight ordered, aiming at the creature as it turned around, "Staff! Now!"

The gems didn't say anything as they shot out of her bags and onto the staff, taking their places in the indentations. Then, small bolts of red and green lightning arced between the two points, before...

Kra-FFFFFFWWOOOOOOO!!!

Before she knew what happened, Starlight was staring at a pile of ash that used to be the fearsome creature, along with it's rider. She was about to turn towards the other, but stopped when she saw Crawl bite into it and throw it away from them. He was about to finish it off, but stopped from advancing when he felt Starlight tap his back with her hoof.

"Stop!" Starlight called, looking at the beast and it's rider, "How many more of those things are there?"

The Changeling glared back at her, but gave in to her question.

"Twenty." He said, turning his attention to the city, which was close by, "But you won't be able to out match all of them. It's nearly impossible to stop that many Iron Jaws."

"How are they arriving?" Starlight asked, pointing her staff at him, being as intimidating as she could be, "I'm asking because I didn't see any of you pass by us. And you weren't carrying them in the clouds."

"Are you familiar with teleportation spells?"

"Very. But how can you pull that off? It takes more power than any of you can handle, in order to teleport something that big."

"Ah, but here's something I'll bet you didn't know. That dragon that we have, can preform long distance teleportation spells to other things. If we wanted him to, we could've appeared in Canterlot without any of you even having a chance of defending yourselves. But we didn't because our Queen enjoys dramatics."

Starlight let the new information soak into her mind, before turning her attention to the dark clouds above. Flashes of blue could be seen, but then she saw what she was looking for. Above the city were two dragons colliding into each other, spitting blue flames and orbs of lightning.

"If you're smart," the Changeling continued, carefully watching her and moving towards his unconscious beast, "you'll get as far as possible and live out the rest of your meaningless life in peace."

"A smart pony, who's also a coward, might do that." Starlight replied, looking back at him and aiming her staff, "But a pony who's smart, courageous, and willing to protect others, will go into the fight and do the right thing, no matter what. That's how a warrior thinks."

"If you believe to be a warrior, then you'll die like one!"

Suddenly, the Changeling mounted his Iron Jaw and illuminated his horn. The beast's eyes shot open and Starlight saw that they were the darkest shade of black that she had ever seen in any creature. That's when she felt Crawl surge forward and watched as he wrapped around the Iron Jaw, the same way a python would wrap around it's prey, before using it's body to crush the creature. And that's what Crawl did, until both the Iron Jaw and the Changeling were squeezed to death.

To Starlight, the whole event happened within a matter of seconds. Once again, she was amazed by what the large centipede was capable of. But before she could say anything about it, Crawl released them and turned toward the railroad tracks.

"Remind me to never make you angry." Starlight said, still stunned by the centipede's quick movements.

Chep, clek.

And onward to Canterlot they went. But now they knew that the fight was going to be more difficult when they got there.


"ARTILLERY!!" Pinkie Pie shouted, aiming her cannon above the castle wall.

BOOM! BOOM! BOOM!

At that moment, three balls of fire shot out of the barrel and sailed over the wall. But, even though she knew what she was aiming at, Pinkie's shots hit very close to buildings that were keeping citizens hidden.

"PINKIE," Applejack shouted, watching as one of the fireballs landed and exploded close to a café, "ARE YA OUTTA YER MIND?!! THERE ARE STILL PONIES IN THE WAY!!"

Pinkie Pie heard what she had said and stopped. Thankfully, no one had been injured, but that also included the Changelings, who's attention had now been drawn to the castle.

"Everypony, get inside! Now!" Celestia ordered without shouting loudly.

Quickly, everypony within the walls filed into the castle, followed by Celestia, Applejack, Rainbow Dash, Pinkie, and Rarity. But just before they entered, Rarity looked up to one side and saw Twilight, Spike, and Fluttershy racing towards them.

"Wait!" She called to her friends on the ground, "Our friends are back!"

They looking at where she was looking and watched as the three of them landed close to the group.

"Oh, thank heavens, you're safe!" Celestia exclaimed, wrapping them in her wings and embracing them.

"It's good to see you too." Twilight replied, returning the hug and levitating Spike off her back, before giving him the ice lilies, "And we brought the cure."

"Good. Luna's still in her room, but I hope we haven't lost our chance to save her."

WHAM!

"W-what was that?!" Fluttershy asked, frantically looking around to find the source of the sound.

WHAM!

Everyone's eyes turned to the castle gates and saw that it was damaged. The thick wooden planks that made up the large doors, were cracked and splintered. While the metal bands, bolts, and hinges began to bend out of their proper shapes.

WHAM! CRASH!

GRRRROOOOOOOO!!!

"Get inside!" Celestia said, watching the large creature as it stared at them from the gate.

Then the beast lurched forward and charged at them as they entered the castle. As fast as they were able to, Twilight, Rarity, and Celestia slammed the doors shut and locked them with several metal beams and locks.

WHAM!

GRRRROOOOOOO!!!

The door rattled and flexed when the beast threw itself against it. But the door still held strong.

"That'll hold, for now." Twilight breathed, looking at the large door.

There were a couple dozen ponies in the castle with them, but it was very clear that everyone was frightened by what was happening outside.

"Uh... Where's Starlight?" Applejack asked, looking at Twilight and Fluttershy.

From the time they had returned to now, no one bothered to ask about Starlight. But now that the question had been brought to attention, Twilight's ears drooped as her head hung low to the ground. The words of the Changeling still rolled through her mind, like marbles being spun in a bowl.

"S-Starlight..." Twilight stammered, feeling tears well up in her eyes as she turned towards her friends, "She... She didn't make it."

No one said anything as they realized what she meant.

WHAM!!

But they didn't have time to grieve for the loss of their friend as they heard the door rattle and shake. However, it still held strong. But they didn't know how much more abuse it could take, before breaking and allowing the Changelings to storm the castle.

"Your Highness?" Spike asked, lightly tapping her leg to get her attention, "Where's the treasure room?"

Celestia turned her head and looked down at the small dragon, confused by his question.

"Why do you what to know where the treasury is?" She asked, raising an eyebrow.

"I have an idea," He replied as their friends looked at him, also curious about what he intended to do, "but I need the treasury to put it into action."

WHAM!!

The door rattled again, making the other ponies shudder and back further away from the door.

"We need to get out of here!" A mare cried as she panicked.

Twilight stared at Spike as she realized what his idea involved.

"It's through that door and down the stairs." Celestia said, pointing to a well decorated door.

"Thank you." Spike replied, before walking up to Twilight and giving her the ice lilies.

He held them out to her and she took them hesitantly.

"Get those to Luna and wait for my signal." He said, wrapping his arms around her neck, "When I get the door clear, run for the train station and get as many ponies as you can out of the city."

"You can't to do this, Spike." Twilight sniffed as she wrapped her wings around her closest and oldest friend, "You know what those things can do to a dragon. You saw what happened to Lazarus."

"That was when there was five of them. Now, there's one. I'll be alright."

They held each other for a moment, before Spike pulled away and ran as fast as his legs could carry him.

"Good luck, Spike." Twilight whispered as she saw him throw open the door and disappear down the stairs.

"He's grown up quite a bit, hasn't he?" Rarity said, putting a hoof on Twilight's shoulder.

"Not yet, he hasn't. Come on, let's get these flowers to Luna."

Poof!

"What's going on here?" Discord asked, appearing out of thin air.

"Can't talk now!" Twilight said as Rarity and her ran passed him, along with Applejack.

Then Fluttershy walked up to him as a small grin of relief appeared on her face.

WHAM!!

Another impact caused Discord to look at the large door as it bowed and shook. But Fluttershy brushed past him and followed Twilight and Rarity. He decided to join them as they ran to Luna's tower, which wasn't far away.

"Princess!" A guard called as he raced toward Celestia, "Something is approaching the city."

"Another dragon?" She asked as a worried look appeared on her face.

"No, but you should come and see. It's unlike anything we've faced before. But whatever it is, it's using the railroad to get here."

Celestia looked at the guard in confusion before racing toward the lookout tower that had her telescope mounted to it.


"IT'S ALL YOUR FAULT!!" Lazarus roared, charging at Stag.

"Six thousand years and you still blame me for what happened?!" Stag replied, dodging the attack.

Rain poured from the dark clouds as the two dragons battled. Neither one was yielding to the other, but they knew that only one of them would emerge victorious. However, Lazarus feared that if he failed, then everything that he was fighting for would be lost to destruction and tyranny.

FFFFWWWWOOOOOSSSSSSHHHHHH!!!!

Lazarus whipped his head around and shot blue flames at the grey dragon, only to realize that he wasn't hitting anything. He looked all around but he couldn't see where his target had gone.

"COWARD!!" Lazarus bellowed, his eyes still dark red, "YOU CHOOSE TO HIDE FROM ME INSTEAD OF FIGHT?!!"

Kra-BOOM!!

Lazarus saw the orb sail towards him, but instead of dodging it, he turned his body and used the momentum to swing his whip-like tail at it.

Whi-CRACK!!

He hit the orb and sent it back in the direction it had originated from. He watched as it disappeared into the clouds and flashed when it exploded.

"I choose to bide my time and strike at the right moment!" Stag's voice growled, remaining hidden in the clouds.

WHUMPF!!!

RRRRRRRRRRRRAAAAAAAAAARRRRRRRHHHHH!!!!

Without warning, Lazarus felt something hit him on his back. As fast as he was able to, he twisted his body around, but found nothing.

"Behold!" Stag mocked from inside the clouds, "The mighty King Lazarus, Ruler of the Healing Dragons, a traitor, a deserter, and one of the few primal monsters remaining of an age of power!"

"Age of power?!" Lazarus replied, lowering his voice and scanning the cloud cover, "If you are referring to the powers that existed in our time, then you're blind to the potential that this world holds!"

"Blind?! No one knows more about the powers than me! We've both lived long enough to see what our powers can do, compared to what magic exists today! Our abilities brought authority, obedience, and strength when we roamed this world!"

"No! You obtained that through fear, hatred, and sorrow! You were never fit to rule the dragons!"

"I earned my title!"

"By murdering my brother in front of the entire nation! He was five times the Dragon Lord you ever were! You have no right to call yourself a leader!"

"SILENCE!!"

Then Lazarus saw something grey out of the corner of his eye and turned himself towards the charging dragon. Both dragons barred their claws and teeth.

WHUMP!! CRACK!!

They slammed against each other, punching, clawing, and biting at any vital targets. But both dragons were skilled enough to dodge, counter, and block the other's movements.

"How is it, that those ponies don't fear you as much as they should?!" Stag said as he dodged Lazarus' claws.

"They are my family!" Lazarus countered, swinging his claws again, but this time, they made contact.

GGGGGRRRRRRRRAAAAAAAAA!!!!!!

Stag roared loudly as the claws slashed across his face, causing him to reel back and nearly fall out of the sky.

"And they've got more courage than either you or I could ever hope to have!"

Stag kept his balance as he held the side of his face in his claws. Slowly, he removed his clawed hand, but kept the eye that had been attacked closed. It had been slashed by Lazarus and now he was half blind. And in his palm was a large streak of blood, which infuriated him.

"YOU'LL PAY FOR THAT!!!" Stag bellowed as he rounded on Lazarus and surged towards him.

CHOMP!!

RRRRRRAAAAAARRRRRRRRHHHHHHH!!!!

Lazarus roared loudly as he raised his arm to shield himself, only to have Stag bite down and latch onto it with his powerful jaws. Pain shot through his arm, causing blood to trickle from the wound and into Stag's mouth. Lazarus quickly ripped his arm out of the grey dragon's mouth and held it tenderly.

"Now, we're even!" Stag hissed, spitting blood from his mouth, "Although, I'd rather remove your skull!"

"EVEN?!" Lazarus roared as they circled around each other, "KORG, HEX, BAIA, DARIUS, MY BROTHER, MY CHILDREN, AND MY WIFE, EVERYONE!!! ALL OF THEM DEAD, BECAUSE OF YOU!!! I'D SAY WE ARE FAR FROM EVEN!!!"

"And you think killing me is going to fix all that?! Clearly, you over estimate your powers!"

"Powers aren't everything and your right, killing you won't fix what's happened! But, I'll sleep better, knowing that you no longer draw breath after we're done here!"

"Do. Your. Worst!"

RRRRRRRRRAAAAAARRRRRRRRHHHHHHH!!!!!

GRRRRRRRRRRAAAAAAAAAAAAAAAA!!!!!

Stag retreated into the clouds, followed by Lazarus. Rain lightly tapping against his thick skin as all his energy and focus were driven by rage, vengeance, and pain. Lightning flashed all around them as memories of the past raced through his mind. At the end of this fight, Lazarus knew that it would be over and his curse would end. At the end of this fight, he would either be laying dead, or standing over the monster responsible for the death of so many innocent lives. But for now, the only thing that he focused on was the dragon in front of him, his enemy, threat, and nightmare.

Suddenly, Lazarus' mind began forming images of Luna, which brought him even more motivation.

"Luna..." He said under his breath, "Please, be well."


Starlight floated out the locket again, but this time she tied it around her neck and felt a new strength flow through her. She knew that the feeling was only in her mind, but to her, it felt almost as if Shadow Chaser was right beside her as she rode on Crawl's back. From where they were, Starlight could see the ominous glow of fires, even as the rain fell. Thankfully, the tracks were devoid of any trains, but that also bothered her.

"I thought they would've started evacuating the city by now." Starlight said as they entered another tunnel.

About half way through the tunnel, Starlight took a battle stance as she saw the train station come into view.

"Crawl, get ready!" Starlight called as they emerged from the tunnel.

As Starlight expected, there were Changelings and two Iron Jaws on the platform, along with several ponies. The ponies had been bound in shackles and chains, and since Starlight had come across Chrysalis' picture in Twilight's journal, she knew why they were tied up.

"COME ON!!!" Starlight cried as she jumped off of Crawl and onto the platform, driving the blade end of her staff into a Changeling.

Quickly, she pulled her staff free and twirled it in the air, blocking another Changeling's magic. She was outnumbered, but she didn't care about that. All that she cared about was keeping the ponies safe, but she wanted to do that by using the staff's ability to be a weapon, not the magic of the gems. And so, she chose to use the long blade and two twisted, sharp ends for fighting.

Several Changelings also had weapons, but most of the ones she was fighting, were unarmed. However, they still had their magic and agility. But that didn't bother her, because she was letting her instincts and courage fuel her movements. Starlight knew that she wasn't the best at fighting, but she wasn't the kind of pony to back down if the need called for it.

CHEEEEEEEEEEEEEEECH!!!!

Crawl wrapped his body around the first Iron Jaw, before latching onto the second with his powerful mandibles. The one wrapped in his body, managed to free itself from the centipede's grasp. But Crawl was quick to react and threw the Iron Jaw in his mandibles at the other, hitting it and knocking it to it's side. Then Crawl went underground and caught the beast by surprise. Launching out from the dirt, the centipede plowed into both Iron Jaws as they laid unconscious, sending both creatures hurtling through the air. One careened into a building, while the other hit the ground and slid towards the edge of the outcropping that Canterlot had been built on. It quickly dug in it's claws and skidded to a stop, before standing and barreling towards the centipede.

Ching, clank, twang!

"Give up now!" A Changeling warned, trying to get a good strike on Starlight, but kept getting blocked by her staff, "Otherwise, you'll suffer something much worse than death!"

Clink!

"I can do this all day, freak!" Starlight snorted, blocking another attack, "Perhaps, you should give up and go back to that thing you call a home!"

Starlight had already dealt with five of the Changelings guarding the ponies on the platform, but that still left ten to fight. However, the ability to fight that many foes was well within her limits. As fast as she was able to, Starlight used her staff to disarm the Changeling and rush towards him, bringing a hoof up and knocking him unconscious. Pivoting on her hind legs, she turned to face the nine remaining Changelings and saw them advancing towards her.

"Poisoned Mind!" Starlight called out, before a green flash of light sailed to the Changelings.

Even though she was hoping to avoid using the gems power, Starlight knew that the longer she stayed at the train station, the less time she had to help other ponies in the city.

"GET IT OFF ME!!!" A Changeling screamed, rolling on the ground like she was on fire.

All the Changelings that Starlight had exposed to the Poisoned Mind, were now running around, quivering, wetting themselves, and attacking each other out of fear of whatever they were seeing. It would've been amusing, if Starlight thought the same way as Chrysalis. But she wasn't Chrysalis and she didn't find any of this funny in the slightest.

"Alright, that's enough!" Starlight ordered, aiming her staff at the group.

Once again, a green flash shot from the staff and towards the Changelings, quickly ending their torment. At first, it appeared as though none of them knew what had happened, but that was quickly changed when they looked at Starlight and fear reappeared on their faces.

"SHE'S A DEMON!!!" A Changeling cried, jumping off the platform and flying away, "RRRUUUNNN!!!"

"But what about Queen Chrysalis?!" Another asked, cautiously watching Starlight as she stood and stared at them.

"If you want to go through nightmare alley again, you go ahead!" A third Changeling exclaimed, brushing passed the second and flying away, "Chrysalis told us about a dragon, but we brought our own! But I'm not going to stay here and fight a demon! I don't care if I get thrown in the dungeons, I'm not staying anywhere near that thing!"

One by one, Starlight watched as they abandoned their post and flew away. It was pleasing to see that she had driven them away, but it frightened her how effective the gem was. And she wasn't sure if that was it's best.

CHEEEEEEECH!!!!

GRRRRRRROOOOO!!!!

Starlight turned her head and watched as Crawl and the Iron Jaw fought.

Crawl had managed to wrap around the Iron Jaw and bite into one of it's arms. Tightening his grip, Crawl's body started to crush the beast, while his mandibles and sharp tipped legs pierced and sank deep into the Iron Jaw's flesh. Blood seeped from it's mouth, eyes, and ears, painting the ground red under the centipede as he unwrapped himself and threw it to one side. The beast rolled along the ground and over the cliff, leaving Crawl painted with large streaks of red.

Clek, chep!

The centipede started to approach the platform, blood still dripping from his mandibles and body.

"K-keep it away!" A mare pleaded, trying to move away from Crawl as he got closer.

Several other ponies shared her fear and tried to move, but the chains that tied them together, kept them from making any progress.

"Stay right there, Crawl." Starlight said, holding up a hoof, "They're not used to you yet."

The centipede stopped and nodded, respecting the command and the group's space.

Starlight turned back to the ponies and brought her staff down on the chains.

Clang!

The links broke like glass, freeing the ponies.

"Is anypony an engineer?" Starlight asked, scanning the small group in front of her.

"I am!" A voice called out from the back of the group.

The group split in two as they turned to see who had spoken. A mare covered in soot and wearing a bandana was standing behind them and looked a little frightened.

"Good." Starlight smiled, relieved that she didn't have to go far for help, "Can you get an engine and hook up as many cars as you can find?"

"Sure. But I don't think there's enough passenger cars," The mare said, before adding, "if you're planning a full scale evacuation."

"I don't care if they're passenger cars, freight cars, or even a frame with wheels. We need to get as many ponies out of the city as possible."

The mare nodded and ran to the train shed to fetch an engine big enough to pull everypony to safety.

"Alright everypony," Starlight said, turn back to the crowd, "Get inside and wait until the train comes."

At first, they were hesitant, but they went inside the station and locked the doors.

"Alright, Crawl." Starlight said turning toward the large centipede, "Let's see who else needs help."

Crawl nodded as Starlight approached and got on his back, before digging underground.


Creak! Slam!

Twilight threw open the doors to Luna's room and found Cadence standing next to the bed, with Flurry Heart in her hooves.

"How is she?" Twilight asked, darting across the room.

"She's still breathing," Cadence replied as a dark look appeared on her face, "but barely and she's burning."

Then, something occurred to Twilight as she approached the bed and held the flowers.

"How are we going to get her to eat one?" She asked, starting to worry.

The room went silent as everyone realized that they never gave that any thought. However, Fluttershy remembered something.

"I think I know how." Fluttershy said, before turning to Discord, "I need hot water and a bowl."

Without hesitation, Discord snapped his claws and a bowl of lightly steaming water appeared. Quickly and gently, Fluttershy took the bowl in one of her wings, before using her other wing to grab an ice lily. She tossed it into the water and watched as it dissolved, making the water turn a frost white and drop in temperature.

"Open her mouth." Fluttershy said, bring the bowl close to Luna.

Twilight gently parted Luna's lips with her magic and Fluttershy tipped the bowl slightly, allowing a trickle of water to fall into the alicorn's mouth. They only gave Luna a small amount, otherwise they ran the risk of drowning her. After a few seconds, Fluttershy tilted the bowl back and Twilight closed her mouth.

They patiently waited for any sign that told them something had changed. Finally, after what felt like an eternity, a small vapor drifted out of Luna's nostrils and her eyes cracked open. It was enough to allow everyone to breathe a sigh of relief.

"Give her more!" Twilight exclaimed, trying not to jump joyously.

Fluttershy brought the bowl to Luna's lips again and let her take small sips, which was enough to tell them that her strength was slowly returning.

"Princess Twilight." A guard said as he entered, "Princess Celestia wishes to see you in her observation tower."

"Alright, thank you." She replied, before turning to Fluttershy and Luna.

"Go," Fluttershy said, giving her a nod, "we'll be fine here."

"I'll stay here with you, Fluttershy." Rarity said, stepping close to her friend, "If that's alright with you, Twilight."

"That's fine." Twilight said, darting towards the door, before stopping and looking back at them, "I'll be back as soon as I can."

"Hey, Twilight, wait up!" Applejack called as she followed Twilight out.

And with that, Twilight and Applejack left the room and charged through the hallways. It didn't take long for her to get to the observation tower, where Celestia was waiting.

"What's wrong?" Twilight asked, skidding to a stop.

"We might have another problem." Celestia said, looking very worried, "Another creature was spotted at the train station and it fought two of the Changeling's beasts."

"Is it friendly to us?"

"I'm not sure, but it certainly isn't like anything I've ever seen."

"What did it look like?"

"For a simple explanation, it looked like a very large centipede. But it had spikes on it's back and three eyes."

Immediately, Applejack's ears perked up as a smile spread across her face.

"That means the cavalry's here!" Applejack exclaimed, making Celestia and Twilight look at her in confusion.

"Care to explain, AJ?" Twilight said, raising an eyebrow at her friend.

Applejack's smile faded slightly as she remembered that she never told her friends about what Starlight and her found in the mines.

"Ya 'member when we hid the gems in the Diamond Dog mines?" Applejack asked, "And only me and Starlight went down to the lower caverns?"

"Yes." Twilight said, "Applejack, get to the point, please."

"Well, a hidin' place wasn't the only thing we found. Turns out, there was a Healin' Dragon's cave down there and it was home to a centipede that's half as big as Lazarus."

Twilight's eyes widened. She was surprised by the fact that there was a giant centipede roaming free. However, what caught her attention was the fact that Applejack never mentioned it, until now.

"And why didn't you tell any of us this?!" Twilight said, slightly stunned.

"Well," Applejack replied, digging a hoof into the floor, "we figured that if we told you, then you'd probably panic. Plus, he's been there for a very long time."

"Wait... He?! He, who?"

"Crawl. That's the centipede's name."

At this point, Celestia wasn't concerned about who the centipede was, but what it could do.

"Do you know why he's here, Applejack?" Celestia asked, approaching the two ponies.

"No." Applejack replied, before looking at the ground, "All I know is that we borrowed four memory gems and left. Starlight promised to bring 'em back when she was done with 'em."

"And did she?"

"Well, she was the last one to have 'em."

"Do you know what he's capable of?"

"In truth, I ain't sure. I've never seen anythin' like him. He could fly for all I know."

RRRRRRRAAAAAAAAA!!!

Then they heard a roar echo through the castle. And all at once the castle started to shack and rattle, as if something big was ripping through it.

"W-what was that?!" Applejack asked, bracing herself as she felt the floor shake.

RRRRRRAAAAAAA!!!!!

Hearing the roar again, Twilight felt something tug at her heart as she realized what it meant.

"That's Spike!" Twilight said with a slight quiver in her voice, before looking at Celestia, "We need to get everypony out of here and to the train station! Now!"

Celestia was a little surprised to hear her former student giving her orders. But, given the situation, quick thinking and quicker actions were needed, no matter the source.

"Come, we have a fight ahead of us." Celestia said, running out of the room and down the tower stairs, "Guards, fetch my armor, my sword, and my shield!"

Quickly, they returned to the foyer where Pinkie Pie, Rainbow Dash, and the ponies had been waiting.

Rumble, rumble! CR-CRACK!!!

Suddenly, the floor tore apart, making ponies scatter for corners of the room that stayed intact.

RRRRRAAAAA!!!!

Spike roared loudly, before looking over the ponies around him. He stopped at Twilight, Celestia, and Applejack, before lowering his head down to them.

"Get ready!" He growled as he looked at the door.

WHAM!!!

The door shook as the Iron Jaw threw itself against it again, trying to break it down.

"Your Highness," a guard said, humbly bowing as he presented several pieces of armor, a well decorated sword, and a shield with a burning sun in the center, "your belongings, as you requested."

"Thank you." Celestia said, taking the items and looking over them as she put them on, "Please, make sure my sister and the others are shown to safety."

"Of course, Princess."

Then the guard left and everyone looked at the white alicorn after she had dressed herself. From what they could see, the princess that they knew looked like a warrior in golden armor, ready for a hard battle.

"I never could picture you in armor." Twilight said, looking at her mentor, "But, it suits you very well."

"It's been a very long time since I wore this." Celestia countered, raising her sword and shield, "And, I never thought I'd have to use these."

WHAM!!!

"Ready?!" Spike asked, preparing to charge the door and take on the creature on the other side,

Clang!

"I am!" Celestia said, clapping her sword and shield together.

"So am I!" Twilight snarled, getting into a battle stance.

"I'm with ya!" Applejack replied, tipping her hat down and baring her teeth.

Then Pinkie Pie came alongside them with her cannon aimed at the door and Rainbow Dash beside her. They had stayed behind in order to calm the ponies with them. But now, it was time for action and they weren't looking very cheerful. Pinkie's hair was down and her coat had darkened, meaning that Pinkie had switched from happy to very serious or dangerous, either one was bad. For anyone she was aiming at with the cannon, anyway.

"Me too!" She said as a crazed smile crossed her muzzle.

"I'm all in!" Rainbow Dash snorted, opening her wings and revealing her wing blades.

WHAM!!!

"Now!" Spike called as he rushed the door, after the beast had tried to break it again.

WHAM!!! CRASH!!!

RRRRAAAA!!!!

Spike charged forward and used all his weight and strength as he broke through the door, breaking the locks and shattering it to splinters and startling the Iron Jaw.

"EVERYONE, RUN!!!" Celestia shouted, pointing her sword to where she wanted them to go, "HEAD FOR THE TRAIN STATION AS FAST AS YOU CAN!!"


"Shining Armor." Chrysalis mused dangerously as she saw the stallion, "How lovely it is to see you again, dear."

"Shame the feeling isn't mutual, Changeling!" Shining Armor growled, taking a battle stance, "Get out of our country!"

"Aww, still sore about what I did? Let me make a heartfelt apology... If I had a heart! Hahaha!"

Then Chrysalis swung her sword at him, but was deflected by a magical shield that suddenly appeared in front of him.

"Cute trick." She said, bringing her sword back and staring at the blade for a second, before pointing it back at him, "Let's see if you can do it again!"

The blade cut through the air swiftly and collided with the shield again. Only this time, the shield broke on impact and shattered in pieces.

"It looks like your magic has weakened quite a bit since I last saw you!" Chrysalis hissed, smiling at him and aiming her sword again, "And that'll make this so much easier!"

"Sir!" One of the other guards called out, throwing a spear in their direction, "Catch!"

Shining Armor saw the spear and caught it in the air as Chrysalis swung her sword at him again.

Clang!

He blocked her attack and held his ground.

"Good to know that your reflexes are still sharp, darling." Chrysalis mused, before looking to the castle, "But, I don't have time to play games. General!"

Suddenly, Hornet appeared and Chrysalis moved away from Shining Armor.

"I hope you don't mind if I introduce myself to your daughter." She grinned as Hornet stepped between them, "Have fun! Hahahaha!"

Then Chrysalis flew away, leaving Shining Armor and Hornet to fight amongst themselves.

"Let's dance, monster!" Shining Armor cried, surging at the Changeling.

"Show me your best, pony!" Hornet hissed as he dodged the attack and brought his sword around.

Clank!

Chrysalis sailed over the city and kept her focus on the castle. All at once, she saw the doors burst apart and a large purple dragon emerge from the castle.

"So, Celestia, you do have some more tricks." Chrysalis mused, barely swayed by the purple dragon that she saw, "I wonder how this new dragon will hold up against several Iron Jaws, rather than one."

Her gaze drifted upward and she spotted Stag. He was still battling Lazarus, but what she wanted wouldn't affect their battle. Her twisted horn glowed a sickly green.

"Stag," She said quietly, using her magic to enter the dragon's mind so he could hear her, "summon the other Iron Jaws. It's time to show them our best."


Stag heard the words echo through his mind, before retreating into the clouds again. But this time, Lazarus stayed close to him as they barreled through the air.

"ENOUGH RUNNING, STAG!!!" Lazarus roared, trying to catch his opponent.

But Stag didn't reply as his eyes flashed brightly. But nothing happened, at least, not to Lazarus.

Chomp!

Lazarus tried to bite down on Stag's tail but missed. Unfortunately, the next thing Lazarus knew, Stag had managed to put a considerable amount of distance between them, before disappearing from his sight.

"Where are you now?!" Lazarus growled quietly to himself as he stopped mid-air and scanned the clouds.

Kra-BOOM!

Lazarus pivoted in the air, but was too late. The blue orb struck him in his side and knocked him unconscious, as well as out of the sky.

"HA, HA, HAAA!!" Stag laughed as he watched the Healing Dragon plummet to the city below, "WINGLESS DRAGONS SHOULD STAY ON THE GROUND!! THE AIR IS MY REALM!!"

Lazarus fell far and at the height they were at, the fall would seriously injure him, or worse.

"Mmmmm!" He groaned as he returned to consciousness, but when he saw the city approaching at an alarming rate, his eyes widened, "Stop, stop, stop!"

He angled himself and tried to catch himself in the out-of-control dive, but he was going too fast and had to think quickly. Then he curled his body around himself as he finally crashed to the ground.

CRAASSHH!! CRUNCH!! SMASH!! WHAM!! WHUMP!!

Lazarus careened, rolled, and skidded down a wide street, brushing against buildings and breaking every window in his path. He came to a stop against a pile of dirt and rubble caused by his landing.

A loud ringing echoed through his ears. The impact also caused his vision to blur, however, it wasn't enough to make him blind.

"Lazarus!" A small voice called, "Ya have to get up!"

"Apple Bloom, what are you doing?!" Another voice called out.

"He's not gonna hurt me! We're friends!"

Then Lazarus saw a small yellow, red, and pink blur approach him. His vision was very limited and he didn't see what, or who, it was that approached him, until she was very close to him. And that's when he saw the little earth pony filly he helped so many weeks ago.

"Ya have to get up, Lazarus." Apple Bloom whimpered as she looked into one of the eyes of the downed dragon.

"I... I'll try, Apple Bloom." The dragon groaned as pain burned through his body.

Ggggggrrrrrrrr!

But before he could attempt to stand, they both looked in the direction the sound had come from. In an alleyway, near the start of Lazarus' impact trail, an Iron Jaw crept around the corner and stared at them. But it wasn't alone. From several side streets and alleys, eight Iron Jaws emerged along with a few Changelings.

"Apple Bloom," Lazarus groaned, "get somewhere safe. It's about to get very, very ugly."

The next thing Apple Bloom knew, Lazarus started to heave himself to a stance. But, every movement caused so much pain to the dragon. Blood seeped from his mouth and injuries, but he managed to stand and glare at the creatures in front of him.

WHUMP!!

"He's mine!" Stag growled as he landed with enough power to shake the ground, "But, you can have the ponies!"

With that, Apple Bloom ran back into the building she had been hiding in and rejoined some of the fieldtrip group she had arrived with.

"Get her!" A Changeling called out, running after the filly. Big mistake.

FFFFWWWWOOOOSSSSHHHH!!!!

Before the Changeling got close to the building, it was turned to ashes by blue flames.

"You want them," Lazarus growled as his eyes turned to black, "you'll have to go through me!"

"That, my old enemy, I'll do with a smile on my face!" Stag replied, opening his wings and propelling himself forward.

GGGGGGGGRRRRRRRRAAAAAAAAAA!!!!!

WHUMPF!!!

The two dragons resumed their battle, but now, the danger had increased because Lazarus had to be careful that he didn't hurt any of the ponies. But, he knew that he had to fight harder than before, because he knew that his fight with Stag was to keep him out of the way, while the Changelings chased ponies. And he knew he didn't have the power to stop that many enemies. But that wasn't going to stop him from trying.

Rumble, rumble! Crack!

Suddenly, the ground that separated the Iron Jaws and Changings from the building, cracked and a large centipede emerged from the underworld of Canterlot, with a unicorn mare on it's back.

"Crawl, keep them busy!" Starlight called as she jumped off the centipedes back, "I'll see if there are ponies in these buildings!"

CHEEEEEEEECH!!

Lazarus only managed to glimpse while he fought, but he felt a little relieved when he saw who was running towards the building that was away from the fight.

"You're not going to win this, Stag!" Lazarus growled, looking at his opponent and digging his claws into the ground as he was pushed back.

"What makes you so sure, Lazarus?" Stag rumbled as he lost momentum, "You don't have an army. And it'll take more than a few ponies to stop me."

"You'd be surprised how even the smallest thing can make the biggest changes!"

Suddenly, Lazarus twisted his body around as he clung to Stag and threw his opponent against the mountainside that Canterlot was built on.

WHUMP!!

But Stag was quick to recover and got back to his feet. It was odd, because it almost appeared as if the impact did nothing to him.

"Care to try that again?" Stag growled as a grin appeared on his face.


Luna was now awake and feeling much better, thanks to the ice lilies. But, her limbs felt very numb and were difficult to move. Then she looked out her window and nearly screamed when she saw Lazarus fall to the ground. But she was thankful that he managed to get back to his feet a moment after crashing. And now, Luna was very concerned about what she was watching now.

"We have to help." Luna said, barely loud enough for everyone to hear.

The next thing everyone knew, Luna removed her covers and started to sit up on her bed.

"Luna, no." Discord protested, approaching the dark blue alicorn and putting her blanket over her shoulders, "You stay here, I'll go."

Poof!

Before anyone could say anything to stop him, Discord disappeared in a flash. Now, only Luna, Fluttershy, Rarity, Cadence, and Flurry Heart were in the room.

"I need my armor." Luna groaned, taking the blanket off her shoulders and slowly getting out of bed, "As well as my weapon."

That remark caught the others off guard as they watched the alicorn cross the room and approach her closet.

"Luna, you can't." Cadence said, trying to persuade her to stay, "You were just cured and you can barely lift your wings."

"True," Luna replied, using her magic to open the doors to the closet, "but I can still lift them and my magic still has strength. And that is enough."

Pushing the many garments aside, Luna opened another panel that had been hidden and found what she was looking for. Without hesitation, she pulled out the various pieces of black armor with her cutie mark on the chest piece.

"When I returned from my banishment and was turned back to my true self," Luna explained, dressing herself, "I went back to our old castle and searched through the rubble to find some of my former belongings. Most of which had been destroyed by the battle and time. But, my armor had survived as well as this."

Lifting the rug in the middle of the room and opening another hidden panel, Luna found a scythe with a serrated blade on the inner curve, a smooth edge on the outer curve, two spikes on the opposite side of the wicked staff. It looked like something that would make a little filly tremble in fear if she saw it. And that's what Fluttershy did.

"W-why do you have something like that?" She stammered, intimidated by the frightening weapon.

"It's a gift from someone very important to me." Luna replied, running a hoof along the side of the blade and looking at her reflection, "I've never used it. But, giving the current situation, I would say the time to use it has come."

Cadence stepped forward and looked at the strange weapon, then at it's owner.

"You don't have to go out there." She said, trying to coax Luna into rethinking her choice, "There are over a hundred soldiers out there and two dragons. As well as Celestia, Twilight, and her friends."

"Don't try to tell me false odds!" Luna snapped, shooting a look at Cadence, "We both know that with everything the Changelings brought with them, ponies are going to die! For all we know, some are already!"

Cadence stepped back and covered her mouth to stifle a gasp. Almost immediately, Luna's expression changed as she realized what she just said. Everyone knew that somewhere in the city was Cadence's husband, fighting alongside the soldiers he trained and respected.

"Cadence... I-I'm so sorry." Luna said, trying to take back her previous remark, "I'm sure Shining Armor is alright."

"Excuse me." Cadence said, making her way out of the room with Flurry Heart still cradled in one of her forelegs, "I'm going to... find somewhere to hide and wait out the battle. Good luck, Luna."

"No, wait! Cadence, I didn't-"

SLAM!!

The door slammed shut, leaving a cold chill to fill the room as Luna, Rarity, and Fluttershy felt a shred of guilt.

"I wish I had what she has." Luna said, digging her hoof into the floor, "Then, maybe, I wouldn't have said that."

"Don't worry about it too much, Princess." Fluttershy replied, putting a hoof on Luna's shoulder, "She's scared and just trying to find hope."

"Fluttershy, can you accompany her, please? I don't want her to be alone."

"Of course. I'll watch over her."

"Thank you."

With that Fluttershy opened the door and ran down the stairs that spiraled down the tower, in order to catch up with Cadence.

"Come, Rarity," Luna said, opening her wings and levitating her scythe, "let's see if you can put that sword to use."

Rarity drew her sword and Luna wrapped her in magic, before diving over the balcony and sailing towards the fight.

"FIRE!!!" A voice shouted as Luna and Rarity landed and started to fight.

BOOM, BOOM!!!

GRRRROOOO!!!

Suddenly, two fireballs sailed over them and into a charging Iron Jaw, sending the beast flying back and crashing into an empty building. Both ponies looked in the direction the projectiles had come from and saw Pinkie turning her sights on a group of Changelings that entered through the destroyed gate.

BOOM!!!

A single shot flew from the cannon and towards the Changelings. Unfortunately, they saw it coming and quickly dispersed, in order to avoid being hit.

"Ok," Pinkie said, watching the Changelings fly around the battle, "cannon for the beasts, hooves for the monsters."

Without warning, Pinkie started to bounce from Changeling to Changeling, knocking each one out as she went. But, even she couldn't do that forever. Discord was also preforming tricks, but even his magic had limits. Duplication, portals, and more, but he could only do so much, without risking lives of fleeing ponies.

RRRRAAAAAA!!!

Rarity looked to where the roar had come from and saw a very large purple dragon picking up an Iron Jaw and throwing it to one side.

"Spike!" Rarity called out, recognizing him and trying to get the dragon's attention.

"I'm a little busy!" Spike growled, turning to face the unicorn, "What do you need?!"

"Can you help Lazarus?! He crash landed over there and now he's fighting that dreaded beast on the ground!"

Spike looked in the direction of Lazarus and Stag, only to find them clawing and biting at each other. But, there were still several buildings surrounding them and he knew that there could still be ponies in them. Then Spike looked back at Rarity.

"I'll see what I can do." Spike rumbled as he gave her a half-hearted grin and winked, "But, I expect a gem cake after this."

"Help him win and I'll buy you ten cakes." Rarity replied with a grin of her own.

"Deal!"

With that, the purple dragon started to head for the battle in another part of the city. But, it wasn't going to be easy getting there, because there were more Changelings and Iron Jaws in his path. So, fighting his way there was going to be half the effort.

"Rarity!" A voice called out, making the unicorn look toward a purple alicorn.

"Twilight, are you alright?!" Rarity called back, noticing scratches and bruises on her friend.

"I'm fine! Where's Spike going?!"

"To help Lazarus!"

"What?! Is he crazy?! That other dragon will tear him apart!"

Suddenly, Rarity felt a sense of dread wash over her as she realized what might happen to their closest dragon friend.

"Stay here and help everypony get to the station!" Twilight called, spreading her wings and sailing after the dragon, "I'm going to help Spike!"

"Twilight, wait for me!" Luna called back, taking to the air and following, "I'm not going to just stay and watch as my friends and adopted father fight monsters!"

Twilight was slightly bewildered by what she saw as the dark blue alicorn flew up to her side.

"Luna?!" Twilight exclaimed, nearly losing her balance, "You're okay?!"

"Never better!" Luna said, glaring at the sight before them, "Now come, let's show these creatures what happens when they harm family!"

They sailed through the air as they followed Spike and watched as he fought Iron Jaws, one-by-one. But, Twilight knew that sooner or later, they would try to overpower him. And that was something she didn't want Spike to endure.


Fluttershy walked with Cadence as they ventured through the castle, looking for a suitable place to hide and wait out the fighting. But, neither of them could even guess when the fighting stopped.

"We should've brought Thorax and left Flurry Heart in the Crystal Empire." Cadence said, still cradling her daughter, "Then, maybe, he could've talked to Chrysalis and prevented this whole thing from happening. And our daughter wouldn't have to experience any of this."

Fluttershy turned her head to look at Cadence and saw her looking straight ahead, appearing to be in deep thought.

"But," Cadence continued, "that's probably hoping for too much."

"Cadence," Fluttershy said, trying to cheer her up, "there's no limit to hope. And don't try to make things feel worse, because of what you didn't and did do. Even if you brought Thorax, there's no guarantee that Chrysalis wouldn't attack. Plus, you didn't know the Changelings would come here, so it's not your fault that Flurry Heart is stuck in a battlefield. But that doesn't stop you from hoping."

This made Cadence stop in the large empty hallway and look at the yellow pegasus, surprised by her words.

"I'm not an expert," Fluttershy continued, walking around to look at Cadence head on, "but I know enough. And right now, I can tell that you're scared and trying to find a solution. Hoping for something isn't a bad idea. In fact, it's one way that helps you think. But hoping for something that could've been, doesn't help what can be."

"Then, what should I do?"

"Think positive and pray. That's all you can do, right now. With luck, this will be all over with Chrysalis defeated and the Changelings going home."

Cadence managed to crack a smile as she took in Fluttershy's words.

"When did you learn to make a speech like that?" Cadence asked, continuing through the halls with Fluttershy beside her.

"I'm not sure." Fluttershy replied, before grinning warmly at Cadence, "Maybe that's more Lazarus talking, than me."

"Well, if you learned how to do that from him, then he's wiser than he says he is."

They walked slowly through the castle, trying to ignore the sounds of the battle outside. But, every once in a while, something would flash and shine through a window. Or, a sound would penetrate the walls and echo through the castle, making Fluttershy quiver and Cadence hold Flurry Heart closely. They were trying to stay away from the front entrance, but there wasn't anywhere in the castle that could guarantee safety.

Creeeeaaaak!

At one end of a long hallway, the ponies heard the sound of a door opening and a shadow appear in the light that shone through. But what frightened them the most, was who the shadow belonged to.

"Come out, come out, wherever you are." A crude voice mused in a sing-song manner, as the shadow got bigger against the opposite wall of the door, "I just want to introduce myself."

Fluttershy's eyes darted around as they started to back down the hall and around a corner.

RRRRRRSSSSSSSHHHHHH!!!

The unmistakable and haunting sound of metal being dragged along the ground echoed loudly, cause Cadence and Fluttershy to flatten their ears. Cadence used her magic to keep the sound from entering Flurry Heart's ears, trying to keep the foal from crying.

"I know you're in here!" The voice said with a slight hiss, the shadow getting closer, "I could smell the love for your family from the outside of the castle."

Then Fluttershy tapped Cadence on her shoulder, which made the alicorn look at her and see that she was pointing at a door.

"In here, quick!" Fluttershy whispered urgently, opening the door as quietly as she could.

The door revealed nothing more than a broom closet. And it was only big enough for one to hide comfortably, without alerting any danger.

"We'll find another place." Cadence whispered, looking down the hall and holding her daughter close.

"No time!" Fluttershy whispered back, pushing some items aside, "You and Flurry Heart need to hide, now! I'll keep her busy."

"Fluttershy, no! You can't take on Chrysalis by yourself!"

"I'm not going to fight her, I'm just going to give her something to chase."

After making room in the small space, Fluttershy ushered Cadence and Flurry Heart inside. Sparing a glance down the hall, Fluttershy could see that the owner of the shadow was only a few steps from rounding the corner.

"Count to twenty," Fluttershy whispered, giving both of them a hug, "then get out of here and find help."

"Will you be alright?" Cadence asked, letting the pegasus go.

Fluttershy only responded with a pained and worried expression, before closing the door as quickly and quietly as she could. Then she turned to look as the shadow had finally reached the corner.

"Where are you?" Chrysalis hissed as her horn appeared around the corner first.

Fluttershy flapped her wings and rose into the air as she saw Chrysalis' face appear next.

"R-Right here!" Fluttershy called out, only to have it turn into a squeak.

Before she knew what she was doing, Fluttershy turned and beat her wings as hard as she could. Chrysalis rounded the corner and broke into a hard run before taking flight herself, in order to chase the pony.

"You won't get away from me!" The Changling Queen called as they barreled through the castle.


WHUMPF!!! CRASH!!!

Stag tail-whipped Lazarus, sending the already injured wingless dragon crashing down the street and against a large building. Ponies and Changelings scattered and ran, in order to avoid being hurt. But, no matter what happened, Changelings were still trying to follow the orders they had been given. And ponies were still trying to wait out the battle.

"If all of you hadn't left..." Stag growled, picking Lazarus up by the neck and slamming him to the ground.

WHAM!!! CRACK!!!

"Ack!!" Lazarus choked as he felt the impact of the ground on his back.

"...then, I wouldn't have killed everyone you knew! You could've lived comfortably under my rule!"

"Under... your rule?!" Lazarus coughed, glaring up at the grey dragon, "You wanted to keep us prisoner and abuse our powers for your own benefits! That's not living, that's enslavement! And you were jealous of my brother, because he had far more respect than you could ever hope to have!"

"I was respected and feared when I earned my place! You should be wise to remember that!"

"I remember watching you drive your claws into my brother's chest and murdering him! There's so much blood on your claws, I'm surprised they aren't red!"

"Says the one who's covered in battle scars! You're no different than me! Tell me, how many dragons have you killed in the past six thousand years?! A hundred?! Two hundred?! Five hundred?! We're both murderous monsters!"

"I might be a monster, but I'm no murderer. But you are, because you think it's entertaining! I don't! That's the difference between you and me! I fight to protect, while you fight just to watch the blood paint the ground!"

Lazarus tried to push Stag off of him, but his attempt failed with Stag wrapping both clawed hands around Lazarus' neck and squeezing.

"You're right about one thing," Stag rumbled, putting pressure on his opponent, "this is fun!"

Then Stag raised one of his clawed hands up into the air and smiled down at Lazarus.

"Give my regards to your subjects, your Majesty!" He said, as Lazarus' eyes slowly started to close.

CHOMP!!!

GRRRRRRRRRRRRRAAAAAAAAAAAAAA!!!!

Lazarus opened his eyes as he heard Stag roar in pain and release him. And what he found next made him think that he was dreaming. But he recollected himself as he watched a large purple dragon holding one of Stag's wings in his mouth. With all the thrashing the purple dragon was doing, Lazarus knew what was about to happen to the wing.

CRUNCH!!! RIP!!!

GRRRRRRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA

Stag let out a painful scream as his wing hung limp with a large rip cutting through the thin flesh. Quickly, Stag rounded and punched the purple dragon in the face, freeing his badly damaged wing. He inspected it as the purple dragon reeled and held his head.

"HOW DARE YOU INTERVENE!!!" Stag roared, grabbing the purple dragon and throwing him to the city's edge.

WHUMP, CRAAASSSHHH!!!

Stag surged forward and charged at the purple dragon, leaving Lazarus on the ground and breathing heavily.

"Lazarus!" A voice called, making him stir, "Lazarus, don't slip away from me, please!"

"Mmmmmm!" Was the only response the Healing Dragon could muster as he laid on his back.

The next thing he saw was Luna, dressed in black armor and quickly racing towards him, with her scythe in her magic.

"Good to see you've recovered and that you kept that all these years." Lazarus said in a shallow tone, "I thought you got rid of it."

"Why would I get rid of a gift from my favorite friend?" Luna replied, running her hoof over the large blade, "After all, you took it out of your own mouth and fused it to the branch of a flaming willow tree."

"Well, you were jealous of your sister, at the time. After you told me she was given a sword and shield, I thought I'd make something unique for you."

Luna forced a smile on her face, but it quickly disappeared as her eyes scanned his body. Bruises, scrapes, gashes, and blood covered him. It was an unsettling sight that was making tears form in Luna's eyes.

PFFFFFTTTT!!! PFFFFFFTTTTT!!!

GRRRRRRRRAAAAAAAAAAAA!!!!!!

Luna turned her head and saw that Twilight had started to attack Stag, in order to give Spike a chance to recollect himself after being thrown.

"I have to get up." Lazarus grunted as he started to hoist himself off the ground.

"Lazarus, no!" Luna protested, unable to stop him, "You've done more than enough!"

"Stag will kill both of them, if I don't do anything to stop him."

Then he looked down the street and saw Starlight ushering ponies into the hole that the centipede had made.

"This tunnel will lead you to the train station," He heard her say as several entered, "once there, tell the engineer to leave."

"But what about our sisters?!" He heard Apple Bloom ask with urgency, "We saw 'em earlier, but that was hours ago!"

At this point, Luna had left Lazarus and approached them, almost undetected.

"Fear not, Apple Bloom." She said sweetly, "Your sister and her friends are fighting to get ponies from the castle to the train station."

"There are more ponies at the castle?!" Starlight exclaimed, planting her staff in the ground, "How many?"

"About a dozen or more from what I saw."

Starlight turned her attention back to the little filly, before looking at another unicorn mare who had stopped next to them.

"Tell the driver to wait ten more minutes when you get there." She said with a hint of sorrow, "If they're not there by then, leave."

"No!" Apple Bloom cried, tears running down her face, "I ain't gonna leave my sister behind."

Suddenly, the mare wrapped Apple Bloom in her magic, before giving a nod and darting into the newly made tunnel.

"Do you think they'll make it?" Starlight asked, directing her question to Luna, "Our friends, I mean?"

"In truth, I'm not sure." Luna replied, glancing back at Lazarus, "However, I have faith."

CHEEEEEEEEEEECH!!!

All three of the looked and saw Crawl fighting the last Iron Jaw, but the Iron Jaw had the centipede's head pinned to the ground as it stood on him. As quickly as she was able, Starlight pointed her staff at the creature.

"Crimson Fury!" She cried, before a beam of red light shot at the beast.

Kra-FFFFWWWWWWOOOOO!!!!

The next thing the saw was a pile of ash covering the centipede, who had quickly taken a cobra's stance.

"Starlight," Lazarus groaned, looking at the two gems imbedded in her staff, "it's good to see you again. But, why do you have those? And where did you find a Shadowpede?"

"To sum it up," Starlight explained, not needing to ask what a Shadowpede was, "After you gave the gems to Twilight, we hid them in a mine. But it was already occupied, so we left them there. But, after I escaped the Changeling Hive, I went to the mine and retrieved the gems, as well as ask the cent- Shadowpede for help."

"Interesting. But I want a full explanation after this. Those gems aren't something to take lightly, am I clear?"

Starlight responded with a nod, before turning to face the Shadowpede.

"So, that's what you are." She said with a small grin.

Crawl nodded, before lowering himself to the ground and nudging her.

GRRRRRRRRRAAAAAAAAAA!!!!!

PFFFFTTTTT!!!! PFFFFTTTT!!!!

All of them looked and saw that Twilight was still shooting at Stag and dodging swipes of his claws and tail. Spike was starting to get back to his senses and shaking off the pain he had endured from Stag's attack. But when he saw the grey dragon trying to hit Twilight with his claws and tail, it was enough to make Spike slam his fists against the ground and roar.

RRRRRRRRRRRAAAAAAAAAAAAAAAAAAAAAA!!!!

"GET! AWAY! FROM! HEEERRRR!!!" Spike bellowed loudly, before charging at Stag and ramming into him.

Unfortunately, Stag saw the attack coming and dodged him, before grabbing the purple dragon and throwing him again. But this time, Stag had thrown Spike at Lazarus. However, Lazarus managed to avoid being hit by ducking under as Spike sailed over him and landed a short distance away. But, Spike was quick to recover and was on his feet within seconds.

"STAG!!" Lazarus roared, holding up his claws and making Spike stop and look at him.

Twilight and Stag had also stopped and looked at the battered dragon.

"This is between me and you!" He growled, red eyes focused on the Reaper Dragon as he lowered his claws and took a threatening stance, "I'm not going to let anyone fight my battle for me!"

"Heh!" Stag chuckled, amused by his opponent's intentions, "Look at you! You couldn't beat me in the air and you couldn't beat me on the ground! And now you can barely stand! What makes you think you stand a chance now?! If anything, you need all the help you can get!"

"Perhaps! But there's something you seem to forget about me!"

"And what is that?!"

"I'm. Not. DEAD!!!"

With that, Lazarus surged forward again and resumed their battle.


Fluttershy darted through corridors and weaved between pillars. But Chrysalis kept pace with her, and the distance was closing.

"Come here!" Chrysalis demanded, dodging a hanging banner of the sun.

"No!" Fluttershy shrieked, turning a corner and diving into a room.

SLAM!

After throwing the door shut, blocking Chrysalis, Fluttershy propped a chair against it to keep the Changeling Queen out. But when she looked around at the room she had chosen to hide in, Fluttershy suddenly felt very foolish and more frightened.

Thump, thump, thump!!!

"I know you're in there!" Chrysalis called through the door, "You can't stay in there forever! And, you've got nowhere to go!"

The room that Fluttershy had barricaded herself in was the kitchen. But what worried her the most was that there was only two doors in the room. The one she had entered and the other that lead to where various amounts of dried goods and spices were kept. Desperately, Fluttershy looked all around at the counters, cupboards, drawers, ovens, stoves, and large fireplace off to the side.

"Wait a minute." Fluttershy said quietly, realizing something, "The fireplace chimney! I'll bet I can get out that way!"

Quickly, she darted over to the fireplace and started to climb.

WHAM, CRACK!!

Fluttershy's tail was only half way up when Chrysalis had thrown herself against the door and forced it open. Seeing Fluttershy's tail disappear up the chimney, Chrysalis' next action came without warning or concern.

Clang, shinkt!

"AAAAAAAAAAAAAAHHHHHHHHHHH!!!!"

Chrysalis used her magic to drive the long, sharp, black blade between the bricks that made the fireplace and chimney. And, as Chrysalis expected, she found her mark. A small trickle of blood was painting the bottom of the fireplace red. Upon seeing it, she pulled her sword free and a bright yellow pegasus mare with butterflies on her flanks and a stab wound in her chest, slid back down the chimney and rested on the ground at Chrysalis' hooves.

"Now," Chrysalis said with nearly no remorse for what she had done, "tell me, where is Flurry Heart?"

Fluttershy didn't say anything as she held her injury and started to feel cold.

"Hey," Chrysalis said, using the tip of her sword to lift Fluttershy's head and look her in the eye, "if you tell me, I'll make the pain go away."

Fluttershy's eyes narrowed as her vision slowly blurred and opened her mouth slightly, blood dripping out of one side.

Sp-too!

Chrysalis looked at the bloody spit drop on her leg, before looking back at Fluttershy.

"Y-you're... you're going to... lose." Fluttershy coughed as a small pool of blood formed around her, "And... if Flurry Heart... is what you're after... then you better hope... you'll still be able to stand... when you see her."

"I don't want her!" Chrysalis hissed, pulling the sword away, causing Fluttershy's head to rest on the ground again, "I just need her out of the way. Otherwise, when she's older, she'll try to make my rule difficult."

"Provided... you win this fight... But, I have... my doubts."

"Why do you doubt?"

"Because... you're fighting... my family."

Chrysalis raised her sword and made it hover above Fluttershy's head. The blade still dripped with her blood as it was suspended in mid air by green magic. Chrysalis' twisted and sharp smile grew wider and her eyes burned greener, looking like pits that lead to the worst parts of Tartarus. The only thing Fluttershy could do was close her eyes in order to avoid such a sight.

"Your family will kneel before me!" Chrysalis hissed, raising her sword higher as she got ready to strike the pegasus one last time, "And when I'm done with them, I'll be sure to send them to you!"

With that, Chrysalis brought her sword down.

Clang!

However, it didn't enter Fluttershy's skull. Upon hearing the sound of metal on metal she opened her eyes and felt very relieved to see what was above her. Instead of seeing Chrysalis or the sword, Fluttershy saw a large circular disk with gold around the edge hovering above her.

"That was a very stupid thing to do, Chrysalis!" A familiar voice said angrily.

To Fluttershy, the voice almost sounded like an angel's. But, to Chrysalis, it was the voice of one of her most hated enemies.

"I was wondering if I had your attention," Chrysalis mused, talking to the owner of the shield, "Celestia!"

Fluttershy shifted her eyes to the door and saw the Princess of the Sun, dressed in golden armor and a sword at her side, with a fire in her eyes that would frighten even the strongest beings in Tartarus. Her horn glowed a bright yellow, the same shade that was wrapped around her sword and shield.

"You have more than my attention!" Celestia said, still keeping her shield above Fluttershy, "Now, I'm going to give you to the count of three."

"And what happens when you reach three?" Chrysalis asked, raising an eyebrow and looking at Celestia, "Are you going to kill me?"

"If you're still standing there, then that might happen."

"You don't have the spine!"

Celestia raised her sword to eye level with the tip pointing at Chrysalis.

"One..." Celestia counted, her eyes burning with a fire that would melt ice with a stare.

Now Chrysalis raised her sword away from the shield and pointed it at Celestia.

"Two..." The princess in golden armor continued, taking a battle stance.

"I hope that fire is burning when you're laying at my hooves!" Chrysalis hissed, flashing her fangs and pointing a hoof at Celestia, "I want to watch it fade as I stomp the life out of you!"

"Three!"

As fast as they were able, both the queen's and the princess' swords darted towards each other.

Chink, clang!

Both swords rang as their masters commanded them to attack. And poor Fluttershy could only watch as she held her wound, trying to keep herself from losing too much blood.


"We're almost there, ya'll!" Applejack called, seeing the station come into view, "Jus' a li'l further!"

After Celestia was met by Cadence, Applejack sensed that something was wrong. And seeing a fearful look appear on Celestia's face, before she left, it made the feeling even worse. However, that didn't distract her from the task at hoof, which was making sure everypony got to safety. And from what Applejack and the others could see, a large locomotive with five passenger wagons, three boxcars, seven coal cars, two flatbeds, and three cabooses were waiting to get everyone out of the battered and burning city. Rain pelted against the boiler and cab, while steam swirled around the wheels. It was a very welcoming sight to see.

WOOOOOOOOO!!!! WOOOOOOOOOOOOO!!!

"COME ON!!" The driver shouted to them, waving her hooves, "WE NEED TO GO, NOW!!"

The ponies ran as fast as they could, before boarding.

"Applejack!" A small voice called out.

The farm pony looked in the direction the voice had come from and nearly burst into tears.

"Apple Bloom!" Applejack called back, running over to her sister and hugging her tightly, "Oh, I was so worried! Y're not hurt, are ya?"

"No." Apple Bloom replied, as Scootaloo and Sweetie Belle were also greeted by Rainbow Dash and Rarity, "Starlight told us to tell the driver to wait for ya. Thankfully, ya'll got here before we left."

Applejack pulled away from her sister as confusion took hold of her.

"Did ya just say, Starlight?" Applejack asked, looking down at the filly, "Starlight Glimmer?!"

Apple Bloom nodded, before her sister looked at Rarity and Rainbow Dash with shock. They too were surprised by what they just heard.

"Where is she, Apple Bloom?!" Applejack asked as panic and excitement merged in her mind.

"She's with Lazarus, Twilight, and Princess Luna." The filly replied as rain drenched her bow and mane, "They're tryin' to help him fight that grey dragon. There's even a large purple dragon over there. Strange too, it almost looks like Spike."

WOOOOOOO!!!! WOOOOOOOOOO!!!

The whistle blew loudly, signaling that the train was about to leave.

"Get on, quickly!" Rarity exclaimed, helping Sweetie Belle climb onboard a passenger wagon.

CLU-CLANK, CHUNK!!! EEEEEERRRRRRRSSSSSSSHHHHHH!!!

The sound of couplers clanging together and wheels spinning filled the air, making everyone cover their ears.

"WE'RE TOO HEAVY!!!" The engineer called as black smoke and small flames billowed out of the funnel.

Even in the rain, the ponies could see sparks fly from the wheels as they spun on the rails. The start of the downhill grade was a short distance away, but the cars refused to follow the locomotive.

Applejack looked from the engine to the last caboose as she tried to think of a plan. Then she looked at Discord and Pinkie's cannon, before something entered her thoughts.

"Alright!" Applejack announced, making them all look at her, "Discord, Pinkie, Rainbow, and Rarity, I need ya to head to the back with me! Apple Bloom, Sweetie Belle, and Scootaloo, ya'll are to head to the engine and help the driver if she needs it! Everypony, got it?"

"Got it!" Rainbow Dash replied as they started towards the back.

Applejack took another look at her sister as her friends made their way to the engine.

"Are ya goin' to come with us?" The filly asked as a worried look formed on her face.

"I'll catch up later." Applejack replied, stepping up to the train car and standing in front of Apple Bloom, "But, I have to stay and help. There are still ponies that need us here."

"Can I stay with ya?"

"No, Apple Bloom. This here's no place for a little filly like yerself. But, I promise, I'll be back in Ponyville before ya know it."

Without warning, Apple Bloom threw her hooves around her sister and held her tightly. Applejack returned the hug and felt a tear roll down her cheek.

"I love ya, Big Sis!" Apple Bloom cried as she buried her face into Applejack's shoulder.

"I love ya too, Li'l Sis." Applejack replied softly, stroking the filly's mane.

Both ponies held each other for a moment. But, they knew that there were things to be done.

"Now," Applejack said, as the Apple sisters let each other go, "ya better get to the engine and try to help. Do as the driver tells ya and don't worry too much about me. Alright?"

"Okay, Applejack." Apple Bloom sniffed, wiping away her torrent of tears, "Good luck."

Applejack nodded, before turning towards the back and running as fast as her legs could carry her. When she got there, she found her friends using their strength and magic to try and push the train forward.

"Pinkie, prop yer cannon against the back with the barrel pointed away from the train." Applejack ordered, getting on the tracks with them and taking a bucking stance, "Discord, I need ya to grow and push. Rarity, Rainbow, keep doin' what y're doin'."

Pinkie and Discord did as they were told. Discord grew to the height of an apple tree, while Pinkie positioned her cannon.

"On my signal..." Applejack said, planting her front hooves and tipping her hat forward, "Now!"

WHAM!!! WHAM!!! WHAM!!!

BOOM!!! BOOM!!! BOOM!!!

With every kick, cannon shot, groan, and grunt, the train slowly began rolling towards the downhill.

"COME ON!!" Applejack shouted, pulling back for another hard kick.

WHAM!!!

With a final kick to the caboose, the train started to accelerate, telling them that the locomotive was now pulling the train down the mountain. Everyone, except Applejack, quickly followed.

"Applejack?" Rarity said, noticing her friend standing and watching the train leave, "Aren't you coming?"

"Our friends need help." Applejack replied, keeping her eyes on the caboose as it got closer to the hill, "And I'm gonna stay and do what I can to help."

Rainbow Dash, Pinkie, and Discord stopped chasing the train and looked back at the farm pony. But then they saw Applejack raise a hoof and wave. Rainbow Dash and Rarity looked at what she was waving at and saw three small faces appear in the rear window, waving back at them. Then the caboose followed the rest of the train down the hill and into the tunnel, disappearing from view and into the darkness.

"Ow!" Rainbow Dash groaned, holding her chest and lowering herself to the ground.

"Are you alri- Ouch!" Rarity winced, holding her chest as well.

All four ponies held their chests as a sharp pain mysteriously shot through them. But it quickly subsided and they relaxed.

"What was that?" Pinkie asked, rubbing where she felt the pain.

"I don't know." Applejack replied, also confused by what just happened, "But whatever it was, it ain't good."

Ka-BOOM!!!

Suddenly, an explosion from across the city rumbled towards them, making all of them look in the direction it came from. Discord floated himself above the buildings and was surprised by what he saw.

"The castle is on fire!" He called, looking at the ponies below, "There are flames and smoke billowing from the windows!"

"Oh no!" Rarity cried, remembering something important, "Fluttershy might be in there! She was with Princess Cadence when we left, but not when Cadence was talking to Celestia!"

Alarmed and worried, everyone started to panic. However, Applejack kept herself calm as she started to put things in action.

"Discord," Applejack said, getting everyone organized, "head to the battle and see if Lazarus, or anyone else, needs help! Girls, ya'll are with me! We're gonna try an' find Fluttershy!"

"And who put you in charge?" Discord groaned, staring down at her, "I don't remember anyone making you the leader, while Twilight was busy."

"If ya want the job, fine. But I'm gonna go an' help my friend. If ya gotta problem with that, try an' stop me!"

With that, Applejack charged towards the burning castle, along with Rainbow Dash, Rarity, and Pinkie riding her cannon. Discord floated weightlessly for a moment, before disappearing in a flash of light.


The fight between Lazarus and Stag was now being fought close to the overhanging ledge of the city. And it was so far down, with the darkness of the clouds and rain, the base of the mountain was non-existent. Blue lightning flashed across the sky, tearing the heavens apart. Buildings still billowed flames and smoke, while ponies and Changelings faced against each other. But with everything that was happening, the two dragons stayed locked in their battle.

GRRRRRRRRRAAAAAAAAAAA!!!!

Stag swung his spiked tail at Lazarus, but missed as the Healing Dragon dodged the attack and countered.

WHAM, CRACK!!

Lazarus threw an earth shaking punch and hit Stag's head so hard, a small shockwave sailed through the air. It wasn't big enough to knock anyone off their footing or break glass, but it was loud enough to make others cover their ears for a moment.

WHAM, WHAM, WHUMP, CRACK, SMASH!!!

FFFFFFFFFFFFFFWWWWWWWWWWWWOOOOOOOOOOOOOOOSSSSSSSSHHHHHHHHHHHHHH!!!!!!!!

GRRRRRRRRRRAAAAAAAAAAAAAAAAAAAAAAAAA!!!!!

Hot blue flames erupted from Lazarus' mouth, burning Stag's flesh on his arms and chest. The grey dragon collapsed to the ground, close to the cliff's edge, covered in bruises, burns, gashes, blood, and rain. But, even with everything that he had endured, he remained conscious and alive. But before he could attempt to move, Lazarus was standing over him, claws raised and teeth bared. And behind him, Luna, Twilight, Spike, and Crawl had finished off the last of the Iron Jaws and were approaching him, unafraid of the grey dragon that lay before their mighty friend.

"Do it then!" Stag hissed, looking up at Lazarus with his one good eye, "Show them your true colours!"

Lazarus didn't say anything as he looked down at his enemy. All at once, the images of everyone Lazarus knew entered his mind. Korg, his most trusted advisor and friend. Hex, Baia, and their child, enjoying a lovely view from a mountaintop. Darius, dying with honor and pride in the field of battle. The three small faces of his children, his heirs, looking at him with big innocent eyes with slit pupils. And Saleen, his wife, queen, and mother to his children, the most beautiful and bravest dragoness Lazarus had ever met.

Seeing that face made Lazarus rethink his revenge. If he killed Stag, would it really make things better or worse? After all, Stag had killed so many Healing Dragons, that not killing him would be unfair justice. But, since Lazarus had also killed so many, would it make any difference? Perhaps that's why he thought of himself as a monster. Not because he killed hundreds of dragons over the years, but because he had killed them out of blind rage and rash thinking. However, this was different. This was something that required him to think of what could happen if he drove his claws into Stag.

"No!" Lazarus growled, lowering his claws, "There's been enough killing. And I'm done fighting you."

"Ah, so you've decided surrender." Stag replied with a small and painful grin.

"Never! I've decided to start living a life without violence, slavery, fear, and hate. But you... I never want to see you again!"

With that, Lazarus slowly turned away from Stag and saw his friends all smiling at him. And Lazarus knew why. It wasn't because the fight was over for him, but because he had chosen to let his enemy live and stop being the monster he thought he was.

Lazarus was almost back to the group, when he heard something move behind him.

"I'M NOT DONE WITH YOU!!" Stag roared, as blue lightning flickered and arced in his mouth.

CHEEEEEEEEEEEEECH!!!!

Before Lazarus could react, Crawl surged forward without warning and wrapped himself around Stag's body and neck, digging in his mandibles and sharp legs. Stag switched targets as he charged his shot and craned his head as far as he could. Unfortunately, it wasn't far enough.

Kra-BOOM!!! CRUMBLE, CRACK!!!

The orb of lightning grazed Crawl, before impacting against the ground and exploding next to them, causing the ledge to give way and collapse under them.

"NOOOOOO!!!!" Starlight screamed, bursting out of a building and watching as her multi-legged and spiked pet/friend held onto the dragon as they fell, "CRAWL!!!"

GRRRRRRAAAAAAAAAA!!!!!!!

CHEEEEEEEEEEEEEEEEECH!!!!!!

Starlight dropped her staff and raced over to the edge, but all she saw was darkness. The roar of the dragon and screech of the Shadowpede died away, until all that was left was the sound of rain tapping against the ground and the rumble of thunder. Slowly, the clouds faded to a heavy grey and the lightning flashed a blinding white.

Poof!

"Is everyone alright?" Discord asked, appearing in front of Twilight, but saw that she had a sad look on her face.

Discord looked over at where Starlight and Lazarus were looking over the edge and quickly understood what happened.

"Who fell with the other dragon?" Discord asked, sharing the same look as everyone else.


Clang, clunk!

"You can't keep this up forever, Celestia!" Chrysalis hissed, trying to get a better angle, "Why don't you just submit to me now and get it over with?!"

"Not now, not ever!" Celestia countered, blocking another strike, "I'll worship dirt, before I'll ever kneel before you!"

They had moved from the kitchen and into the halls and Celestia had levitated her shield away from Fluttershy, once they were far enough away. Now she had two items to use, while Chrysalis only had her sword. But, that didn't stop the Changeling Queen from using her magic.

Bzzzzz! Bzzzzzzzzz!

Green electricity arced through the halls and against the golden shield. But, Celestia was holding it in her magic, so it didn't bother her. But that limited her magical abilities, because she was so focused on the sword and shield.

Neither of them knew Stag had been defeated, or that most of the Changelings had fled or perished in the battle. However, passing several windows, Celestia noticed that the sky wasn't as dark as it had been.

"Alright!" Celestia said, blocking another attack, "I have had enough!"

Clang! Smash!

Celestia's shield sailed forward and slammed into Chrysalis, causing her to crash through a window that was close to the ground. Celestia followed and found the Changeling Queen quickly recovering. As soon as she was able, Chrysalis had her sword floating in front of her again.

"I'll admit," Chrysalis said, breathing heavily, "this is more difficult than I thought it would be."

"You're welcome to leave whenever you please!" Celestia replied in a stern and angry tone, "But you will never set hoof in our home ever again!"

"Do I look like someone who'll give up easily?"

Then Celestia looked behind Chrysalis and smiled at what she saw.

"Maybe if I wasn't by myself." Celestia said, pointing her sword at what she was looking at, "But, how are you, when you're against more than one?"

At first Chrysalis didn't understand what she was talking about.

Clank! Th-thump!

But when a third blade appeared and knocked her sword out of her grasp, Chrysalis quickly looked to see who the mystery sword belonged too.

"I don't think invading the capital city of a nation is very ladylike, darling." Rarity said, retrieving her sword with her magic.

"You think you can last against me?!" Chrysalis laughed, picking up her sword, "You most be joking!"

Quickly, Chrysalis charged toward the unicorn, but just before she got close, a cyan and rainbow blur appeared in the corner of her eye.

Zoom, clang, snap!

The next thing Chrysalis knew, her sword had been broken and the blade fell to the ground, making Chrysalis stop in her tracks.

"You better work on being a little faster." Rainbow Dash said, hovering in the air with her gleaming and sharp wing-blades, "How did you manage to become the queen of anything? Especially, since you move at a snail's pace."

Chrysalis flashed her fangs and stayed focused on the pegasus with the rainbow-mane, not worried about anything else.

Wham!

Unfortunately for her, she should've been paying more attention. As if from nowhere, Chrysalis felt the hard impact of hooves and pain shoot through her body, before flying a short distance and rolling to a stop.

"Ya ever wonder why no one has ever conquered Equestria?" Applejack asked, turning to face Chrysalis, after kicking her, "It's 'cause we ponies don't just lay 'round and let 'em. It don't matter if the odds are a hundred to one or a thousand to one, if there's even that smallest chance, then we'll take it. Every pony in Equestria knows that. Maybe ya should've paid more attention to how this place works."

Chrysalis laid on the ground and held her injury, gasping to catch her breath after such a powerful blow.

"And today," Celestia said, approaching the injured queen, "you tested us and lost. Again. You should've learned the first time."

Chrysalis didn't say anything as Celestia used her magic to pick her up.

"What kind of creature are you?!" Celestia growled, holding Chrysalis up and looking her in the eyes, "You poison my sister, impersonate my subjects, and invade our grand city! My home! My home! You deserve no mercy!"

"If you're going to kill me," Chrysalis coughed, glaring at the princess, "then go ahead and run your sword right through my heartless chest! Otherwise, put me down and we can continue our duel! I could tell you were enjoying it as much as I was!"

Celestia levitated Chrysalis closer, allowing the Changeling Queen to see the blaze burning in her eyes.

"I'm nothing like you!" Celestia whispered harshly, "And, I don't want to ever see you again!"

With that, the princess threw the queen as hard as she could, but they could see she was quickly plummeting back down into the city.

"I got her!" Pinkie called, aiming her cannon, before saying, "Max power!"

BOOOOOOOOMMM!!!

The cannon erupted and a fireball the size of a pony sailed towards the Changeling Queen. But when it collided with her, it didn't explode or drop it's altitude. Instead, it kept flying and pushing Chrysalis further and further away from Canterlot, until both of them faded away into the distance.

"Um, Pinkie," Rainbow Dash said, noticing that her friend had turned back into her old self, "was that necessary? I mean, we needed her gone, not gone."

"Oh, don't worry." Pinkie replied with a small grin, "The fireballs are actually not as dangerous as you think. At best, they only knock out the baddies. I noticed that when we were getting ponies to the train station, the Changelings I managed to hit were still alive."

"Then, why did you say, max power?"

"That was for the amount of launching power. I can't change the power of the fireballs."

Celestia stayed focused on the direction Chrysalis had been launched, but it was quickly getting dotted by any remaining Changelings. And that told her that they were leaving, which was a very welcoming sight.

"I wonder if the others can see this." Rarity said, standing next to Celestia.

"Yeah," Applejack replied, standing on the other side of the alicorn, "I'll bet Fluttershy is really get-"

"Oh, no!" Celestia exclaimed, dropping her weapons and turning back to the castle, racing toward it, "Fluttershy!"

Without asking, the four mares followed behind her as she tore through the window she had broken and down the halls. But when she returned to the kitchen and entered, the ponies saw her raise a hoof to her mouth and gasp.

"Princess," Rarity said, reaching the doorway, "what's wr-"

She couldn't say another word upon seeing the body of her friend lying on the floor of the kitchen with her eyes closed and blood pooled around her. Applejack, Pinkie, and Rainbow Dash all looked through the doorway and had the same look of sadness and heartache.

"Mmmm...." Fluttershy moaned as she came to, but she had lost so much blood, she didn't have much time left.

"Fluttershy!" Everyone exclaimed, before Celestia surged forward and gently scooped Fluttershy's head off of the blood soaked floor.

Celestia held Fluttershy as she opened her eyes again.

"C-Cadence and... Flurry Heart..." Fluttershy asked, barely above a whisper, "Are... A-are they...

"Yes." Celestia cooed, brushing her blood covered pink mane away from her bright yellow face, "They're safe. But they wouldn't have been if you didn't help them."

"G-good..."

Then Fluttershy started to shiver, making Celestia hold her closer. Their friends gathered around them, all focused on the bright yellow pegasus wrapped in the alicorn's hooves.

"I-I'm... so c-cold." Fluttershy whispered, knowing what was about to happen to her, "I'm... not going... to make it."

"Oh, yes you are!" Rarity stomped, tears pouring out of her eyes, "You have too! We're all family and families stay together, no matter what!"

Seeing tears in her friends eyes, made Fluttershy's heart break even more. She didn't want to leave them behind, but she didn't have the strength to stay either.

"Could... C-could I... get a... hug from... all of you?" Fluttershy asked, feeling her heart slow down, "I want to... feel you all... before... b-before I... leave."

They didn't say anything as they all gathered closer for a group hug. They held each other for a moment, before letting go and looking at Fluttershy.

"Th-thank... you..." Fluttershy whispered, slowly closing her eyes, "G-good-bye... my... f-f-family..."

Then Celestia felt Fluttershy go limp and saw her eyes close completely.

"Fluttershy?" Celestia said, lightly shaking Fluttershy's head, "Fluttershy!"

There wasn't a response, only the sound of crying and weeping filled the room. The fight ended victoriously, but at a steep cost. Only a few ponies died in the Changeling attack, but only one of them was a harmless by-stander. There were more Changeling casualties, but they were in the same area as the dragon battle.

"We need to tell Twilight." Celestia said, holding Fluttershy's body and wiping away the tears on her face, "She has to know."

With that, Celestia made her way out of the castle with Fluttershy still in her hooves, while the other ponies were wrapped in magic. She spread her wings and took flight to where Lazarus and the others were.


"I'm very sorry, Starlight." Lazarus said, his eyes fading to orange, "He shouldn't have given his life to save mine."

"I-I told him that when this was all over," Starlight wept, backing away from the ledge, "he could stay with me in Ponyville."

"I'm sure he would've loved that. But, now he's free and at peace. And he'll always be with you, as long as you remember him."

Twilight approached the two of them and looked at Starlight.

"Starlight?" She asked, making the unicorn turn and look at her.

Without warning, Starlight threw her hooves around Twilight and started crying into her shoulder. Twilight was caught of guard by the sudden movement, but she held Starlight and comforted her. But her embrace wasn't for the loss of the Shadowpede, it was because Twilight was so thankful that the Changeling's words and crude taunts had been proven wrong. Starlight's presence was more than enough to calm Twilight's mind. But, this wasn't the time to express joy, or words of wisdom, only silence.

FFFFFFFFFFFWWWWWWWWWWOOOOOOOOOOOOOOMMMMMMMMMMM!!!!

Suddenly, a large ball of fire sailed over them and away from the city. But what was very odd about it, was that it appeared to be pushing something. Or rather, someone.

"It's the queen!" A Changeling called, standing in the doorway of a building and watching the fireball push Chrysalis, "She has been defeated, we must retreat! Now!"

"Agreed!" Another called, "Gather the troops and take flight! Those of us with Iron Jaws will have to find another way out of the city and off the mountain!"

Quickly, the two Changelings left to alert the others. Shortly after, any Changelings that were in the city, started flying away in a small swarm. And only six Iron Jaws managed to escape the battle with only a few injuries. And all throughout Canterlot, soldiers and any remaining citizens cheered wildly.

"Twilight!" A voice called, making the purple alicorn turn her head away from Starlight and let go.

She watched as Shining Armor and Cadence ran down the broken street towards them. But as they got closer, Twilight saw that her brother's armor had several dents and punctures. But, still appeared to be alright.

"What's she doing here?" Shining Armor asked, seeing Starlight, "The last time we saw her was when we trusted her to take care of Flurry Heart. And that was a mistake."

"That wasn't Starlight." Twilight replied, approaching them, "That was a Changeling pretending to be her."

Upon hearing those word, Shining Armor looked back at Starlight and noticed a red line on her side. Most likely caused by a Changeling's weapon grazing her. But, it was enough to convince Shining Armor that it was the real Starlight.

"I'm sorry." Shining Armor apologized, rubbing the back of his neck, "I didn't mean to sound like a jerk."

"No worries." Starlight replied, brushing away any remaining tears, "If I were you, I'd be the same."

Cadence and Luna saw each other and shared an uneasy stare.

"I apologize." Luna said, planting her scythe in the ground, "I shouldn't have said anything, when you were trying to find hope."

"It's okay." Cadence said, cradling Flurry Heart and approaching Luna so she could hug her, "I shouldn't have walked out, like I did. But, at least I had Fluttershy to talk to."

"Yes, speaking of which, where is she?"

"The last time I saw her was when... when... Oh, no!"

Everyone turned their attention to Cadence as she remembered watching Fluttershy close the door to their hiding place, before hearing her call out to get Chrysalis' attention.

"What's wrong?" Shining Armor asked, concerned about what she was remembering.

"Chrysalis was in the castle and Fluttershy distracted her, while me and Flurry Heart were hiding!" Cadence said frantically, "She told me to get help when it was safe to come out!"

"You left Fluttershy alone, with Chrysalis?!" Starlight asked, knowing full well what that led to.

"I didn't want to! She insisted that we hide!"

"Well, let's hope Chrysalis wasn't able to do anything to her, before being pushed away by that fireball. Come on."

"It's already too late." Lazarus said sadly, pointing a claw towards the castle, "Look."

They all looked at what he was pointing at and saw Princess Celestia gliding through the air. Applejack, Pinkie Pie, and Rarity were following behind, wrapped in Celestia's magic. Rainbow Dash flanking her, keeping a slow and steady pace with the princess. But as they got closer, everyone could see a yellow and pink lifeless form being carried in Celestia's hooves.

"Oh, please, no!" Starlight pleaded, watching the group get closer, "Not her! She didn't deserve anything close to that!"

Unfortunately, all of Starlight's hope and begging was of no use as Celestia landed and levitated Fluttershy's body out of her hooves. The four mares behind the princess all shared the same look of sadness and heartbreak.

"NOOOO!!!" Twilight cried out, darting over to Fluttershy's body as it hung in the air, "Please! Wake up! Wake up! Fluttershy, you have to wake up!"

"She's gone, Twilight." Luna said, wrapping her hooves around the grieving alicorn.

"Wake up!"

"Twilight, snap out of it!"

Twilight was so heartbroken and acting so frantic, Luna had to use a certain amount of strength to pull her away. It was a very sad sight to see. Spike had shrunk back down to his normal self and quickly ran over to Twilight to try and comfort her.

"Put her down." Starlight said, remembering something, "I've got an idea."

Quickly, Starlight retrieved her staff as Celestia gently placed Fluttershy on the ground.

"Gems," Starlight ordered, holding the staff above Fluttershy, "bring her back."

"We can not." The gems whispered, "Our power has been used too much. Even to talk to you, it is difficult."

"What do you mean?! You are among the most powerful artifacts in existence!"

"Yes, but even we have our limits. Even if we had all of our strength, the power to return life to the dead is beyond us."

"What?! What are you talking about?"

"We can't bring her back."

Starlight's eyes widened as the words rolled through her mind. And she was the only one who knew what the gems were saying.

"Lazarus," Starlight said, turning toward the old dragon, "you said these gems could do anything."

"No." He replied, lowering himself down to them, "I said they could do almost anything."

Starlight dropped the staff as the blood drained from her face.

"So, there's nothing we can do?" Rarity asked, trying to find hope.

"I'm afraid not." Luna replied, still holding Twilight.

"Actually," Lazarus said, "there is one thing. But, only one of us can do it."

Everyone turned their attention to the Healing Dragon. But, there was something different about him.

"Lazarus..." Luna said, looking at one of his glowing eyes, "...your eyes."

Curious to know what she meant, Lazarus looked at his reflection in a large puddle. And he saw a deep orange pair of eyes with slit pupils staring back at him.

"My curse is over." Lazarus said, looking back at them, "But that doesn't change what has to be done."

"What are you talking about?" Rainbow Dash asked, still wiping away tears.

"You all know that I'm able to revive the dead. However, the cost will be very steep."

Now, he had everyone's full attention. But, something in his tone told them that something was wrong.

"How steep?" Celestia asked, sounding very concerned.

"Let me put it this way." Lazarus explained, already drawing a large circle around himself, "I'll be able to send her back. But, I won't be coming with her."

All at once, shock, sorrow, and worry appeared on their faces. And Lazarus knew why.

"I know what you're all thinking." Lazarus continued, connecting the curved line and looking at them, "But my time here has come and gone multiple times. I can already feel my age catching up to me. And I can't let anymore innocent lives be taken away, before their time."

"But you can't!" Luna exclaimed, letting go of Twilight and approaching Lazarus with tears in her eyes, "There has to be another way."

"Luna..."

"Lazarus, please don't do this. We were already apart for longer than either of us could take. And I'm not ready to lose my oldest friend and father."

The dragon responded by bringing his snout closer to her and allowing her hug him tightly, while he gently brushed her mane with his tail. As they embraced each other, the clouds started to part and reveal a bright orange sky. Then Lazarus reached out his claws and carefully lifted Fluttershy's body, retracting his arm again with her in his grasp.

"The time has come." Lazarus said, gently pushing Luna out of the circle with his free claws and looking up at a large opening in the clouds, "But could you do one more thing for me?"

"Anything." Luna wept, holding onto his claws as he pushed her past the line.

"Show me the moon and your brightest stars. Please."

Without saying a word, Luna's horn lit up, as well as Celestia's, causing the sky to change colours. Within minutes, the sun's bright light faded as the moon's mysterious glow and shimmering stars covered the heavens. Then, as if on cue, Rainbow Dash launched into the air and started slicing the clouds apart, revealing more of the sky with every pass. But she wasn't alone as several pegasi joined her. Soon, every star in the sky could be seen and the moon's light shone brightly across Canterlot and any surrounding areas.

"H-How's that?" Luna asked, still holding his claws tightly as her horn dimmed.

"They're very beautiful." Lazarus answered, glancing up at the heavens as his eyes blurred from tears, "And, I couldn't imagine a better time to say, good-bye."

"Please... D-Don't go."

The claw she was holding, moved and pointed at her chest, causing her to look.

"When you need me," Lazarus said, propping her head on his claws and raising it to look in her eyes, "you can always find me right there. And I'll watch you once in a while, just to see the wonderful mare you've become."

"I wish I was more like you." Luna sniffed.

"Any more like me and you'd be a dragoness."

Then Lazarus looked at all the ponies around them. But there was more than just their friends that were around them. Now, almost every guard and civilian had gathered around them.

FWOOSH!!!

Carefully, Lazarus blew flames into the circular line. Almost instantly, the flames started to spread around Lazarus. Which made Lazarus pull his claw from Luna, who let it slide harmlessly out of her grasp.

"I love you so much, Luna." Lazarus said as he brought his clawed hand into the circle, "I'm so proud of you. All of you. Thank you, my family."

"I-I love you too." Luna sobbed, as the flames connected and a magical barrier started to rise from them, "Good-bye, Father."

With that, the barrier cut off their vision from each other, leaving Lazarus alone with Fluttershy's lifeless body in his claws.

"Now," Lazarus rumbled quietly, tears rolling down his face, "I think it's time to bring you back to your family."

Then, everything turned white.