• Published 12th Aug 2013
  • 13,697 Views, 217 Comments

Warring Dusk - AlphatheGriffin17



A happy day soon descends into a war between two peoples. Canterlot is under siege, the princesses are captured and Dusk must take up arms or watch his home fall.

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Body and Mind

Ray Strike certainly didn't appear to be in the best of shape when he'd staggered back into town, something that Rarity was still convinced he hadn't recovered from now. He had a large bruise on his chest and on the back of his head, his eyes were rather unfocused and he looked like he was having difficulty just remaining upright.

After calming a particularly worried Fluttershy, he told them about where he'd gone and what had happened. He had teleported to Dusk's home and had battled with the stallion who was under the control of a changeling posing as Twilight. The two of them had fled once Ray was down, but he assured them that he had somepony perfect for the job already on the case.

This had been quite a lot to comprehend. Not only had Ray been injured, but Dusk was gone, a changeling had been in their midst without them noticing and it looked Twilight had been captured. They were all worried, there was no denying that, not just for their friends but for the fact they had lost two more ponies to help in the fight. Two very magically adept ponies at that.

No doubt this news was weighing heavily on their minds, especially since they couldn't really talk about it. They didn't have much time to react to this, as sentries outside the town alerted that the changelings were finally on the move and headed straight for them. They had to get ready for battle and worry about all of that later.

Rarity was concerned for both of her friends, but she managed to control her fears and look at it as just another thing to spur her on in the fight. Right now, she was more concerned about Ray, the two of them heading to an ambush spot together, something she was making very evident to the stallion.

"Ray, are you sure that this is altogether wise?" she asked him, looking him over.

He kept his confident grin. "I usually try my best to ignore that question if it comes up."

"Shouldn't you spend a little more time recovering?"

"We don't exactly have a lot of time left now. Besides, Flutters did a good job patching me up."

"Even so, you didn't exactly come off well in your last bout. Do you really want to enter another so soon?"

"Why not? All my friends are doing it and I don't wanna feel left out."

"I'm more concerned of you being knocked out than being left out."

"Then I'll just take down as many as I can before that happens."

She shook her head. "You really aren't going to be dissuaded, aren't you?"

"Not in the least," he grinned. "Thanks for the concern anyway, snob."

"Ruffian," she returned. "Well then, I suppose we'd better hunker down and wait, as they say."

"Sounds good to me." He nodded to her scarf. "So, that's your new weapon, huh?"

"It is indeed," she said. "Formidable and fashionable, if I do say so myself."

"Trust you to make a weaponized accessory," he chuckled. "Have you actually tried it out yet?"

"Yes." She hesitated a moment. "Well, in a manner of speaking. On some fabric samples."

"The greatest threat to our existence," he remarked.

"Oh hush now. It was the only thing I had at hoof and they had it coming anyway."

"Oh really? What did they do to deserve that?"

"They made itchy, tacky and uncomfortable dresses that would be a crime for any to be allowed to even display them in the window, much less wear them."

He shrugged. "I guess that's as good a reason as any. You gonna be okay using it?"

"You need not be concerned with my well-being, but more of any changeling who would be foolish enough to harm me whilst I use it."

"I'm terrified already." He sighed regrettably. "And here I left my sword at home."

"My apologies, I only had the one. Although, I could see about making you something similar," she added. "Perhaps something along the lines of a pair of shoes, maybe a tie..."

He frowned thoughtfully. "Sounds appealing..."

"Or perhaps a... feather duster?" she said with a smirk.

His expression hardened. "I thought... we agreed never to speak of that... again..."

She tittered. "Sorry, darling. Couldn't resist." She turned her gaze to Canterlot. "So, we once again prepare for battle."

"With me as your fearless leader once more," he noted. "How lucky for you."

"One pony's luck is another's jinx," she countered. "But I wonder... no, it's nothing."

"You sure?" he asked. "It wouldn't be nothing if you had to bring it up."

She thought for a moment. "Well... I cannot help but wonder what our chances are. We do face quite daunting odds that don't seem to tip much in our favour."

"I guess so."

"And even if we manage to somehow hold our own against them, what about after?" she went on. "Are we to be doomed forever to an eternal conflict, war without end in our once peaceful town? Or do we dare to strike back against them, take a chance to reclaim the royal city? Of my, I can barely imagine such an undertaking! That's even if we come out of this in one piece! What if we are defeated again? What if Ponyville falls into the changeling's foul hooves? What if-?"

"Rarity!" Ray's sharp voice cut her off. "This isn't the time to get melodramatic! Save for a chipped hoof or something."

"But we-"

"Listen to me," he said firmly. "You can't let doubt cloud your thoughts like this. Don't doubt yourself, don't doubt our chances, the others or anything. Your mind needs to be completely focused on the task. If we're gonna pull this off, we need to have one hundred percent confidence that we can pull it off. Anything less and we've already failed."

His confident, convicted tone helped to soothe Rarity's fears. She ignored the concerns her dramatic tendencies threatened to increase and calmed herself down.

"Yes, you're right. My apologies, Ray," she murmured. "I forgot myself for a moment."

"Good thing you remembered then," he smiled.

"Indeed." A different thought surfaced now in the wake of this. "You know, I just thought of something."

"Which is?"

"Just something I feel you should know." She smiled a little. "You remember when you first joined the group, how we absolutely despised each other until that day in the mines?"

He smirked. "Vaguely. Why?"

"Well, when we fell into those mines, what little injuries were nowhere near as severe as yours and... it was because of you were the reason for that."

He looked confused. "What do you mean? I don't get it."

"I mean you were the one who saved me," she answered. "At the cost of your own health, you prevented me from sustaining serious injury by cushioning me from the fall. I'm not even sure you were completely aware at the time."

"I... I wasn't." He looked genuniley surprised. "I... I never knew that. Really?"

She nodded. "Really. And I want to thank you for that, Ray. Perhaps there is a real gentlecolt in you."

"Maybe," he murmured. He smiled even more now. "Well, since we're telling each other things, I want to tell you this too. I don't know how things in this battle will turn out but, whatever happens, I'm going to protect you and the others. However things may have been between us first, I'm happy to be able to call you my friend."

"As am I," she replied, feeling touched by his words.

"And also, I want to apologize. You know, for constantly calling you a snob all the time."

She was surprised by this. "You are?"

"I am," he said. "My opinion of you changed a long time ago and I don't want you going into this fight thinking that I still thought of you that way."

When Rarity laughed a bit in response, it was Ray's turn to be confused.

"Sorry, darling," she said in answer to this. "While I do accept your apology, I never believed you thought of me that way, nor did I ever view you as a complete ruffian. I always saw it as something of an affectionate term between two friends."

"Really?" He blushed slightly. "Huh... never thought of it like that."

She giggled until she realised something. "Wait a moment... did you actually think of me as a snob for a while, even after the whole incident?"

Ray was silent for a few moments, before bluntly admitting his answer.

"Yes."

Rarity found herself torn between berating him or laughing at this revelation. Instead, she settled for a hug, enjoying the feeling of his warmth against her. He was surprised, but he gladly returned it.

"Right then," he said once they'd pulled away. "Ready to give these changelings what for?"

"I'll join you in a moment, dear." She looked to see a familiar purple shape running up to her. "I have to wait for my partner."

Ray only smirked and teleported away to their hiding place. She turned, catching Spike in an embrace, helping to comfort both herself and him. It was strange how safe she felt with the drake here, yet it felt so right she didn't ignore it.

"You ready for this?" Spike asked.

"As I ever shall be." She gestured to the building they were to hide in. "Shall we then, my little gentledrake?"

"At once, milady," he bowed. "Don't worry, I'll protect you."

She giggled and kissed his cheek. "I have no doubt of that."

He smiled and blushed in response, but they had to be quiet now. They joined Ray in the house, along with a few other ponies, shut all the doors and windows and crouched down. Already she could hear the ominous buzzing of the changelings approach...


Dusk felt a mix of various emotions while he was hurried away from Ponyville. Content that he and Twilight would be safe, confused of his marefriend's behaviour, shock and guilt that he had actually fought and hurt Ray, concern for his health, doubts if he was actually doing the right thing by fleeing from the battle.

Even now as he was led on by Twilight, he couldn't help but look back. The town looked completely deserted, even if some had stayed to fight. Had they all decided to flee rather than face the changelings? Did they think that, now he was gone, there was no hope of victory? He'd made that speech to inspire them and had run away. What did that say about him?

Then he would look towards Canterlot. Like a black cloud, they came now, their buzzing on the wind like a horde of parasprites. They were flying toward battle, to expand beyond Canterlot and take all of Equestria. And here he was, not even trying to stand against them. Despite his aversion to violence, he still felt like he should do something, try and go back.

Then he would gaze at Twilight and the answer would lie in her eyes, in her soothing words when she spoke lovingly to him.

"This is for the best, my love," she whispered. "We're free now, forget about the battle. Let's find our special place, like we said we would. You wouldn't leave me, would you?"

"No... no, of course I wouldn't," he murmured. "I just... I don't..."

"Don't worry, my love." She kissed him deeply, never taking her eyes off his. "As long as we're safe and we're together, nothing else matters."

"Nothing else matters..." he echoed dully. "I'm sorry..."

"It's okay, I forgive you." She tugged gently on his leg. "Now come on, let's go."

Dusk only nodded, his worries and fears slowly dissolving away again. What did it matter what happened in Ponyville, if the changelings were attacking. None of it did. Only Twilight mattered and their love for each other. Nothing was going to stop that. He'd already made sure of it before and he would be willing to do so again.

So he let himself be content with this. He let her lead him on, wherever she wanted to go. As long as they were together, that was all that mattered. Nothing would stop them now. At last, true happiness would belong to them...

"Having a little moment together before the battle?" a voice remarked from behind. "You two really are something special, aren't you?"

"Cadence!" Twilight's features expressed both surprise and anger. "What... what are you doing here?!"

"Calm down, Twilight," she soothed, giving a friendly smile. "I was worried about you both, that's all. I wanted to make sure you were okay."

Twilight blinked in surprise, but recovered herself. "Well, we're fine, thank you," she replied firmly. "Now, if you don't mind..."

"Aren't you going to come back with me?" she asked. "The sentries reported the changelings are on the move. We need to get back if we want to help."

"I'm sorry, Cadence, but..." Twilight bowed her head. "Dusk and I... we don't have any intention of fighting, do we?"

"No... none at all," agreed Dusk, trying to ignore the guilt that threatened to rise.

"We've just been through so much," went on Twilight. "I don't want to run the risk of losing Dusk again and I know he doesn't want to lose me. We just want to go somewhere safe, where we can live in peace and just be happy together. You understand, right?"

Cadence nodded slowly. "Of course I understand, Twilight. I know exactly how you two must feel."

Dusk was surprised too, along with Twilight again. That wasn't the reaction he'd been expecting from her. That was it? She wasn't even going to try and bring them back? And why did he even want her to try...?

Something wasn't really right here. Dusk studied her face intently. Though Cadence's lips were in a smile, her eyes told a different story. There was something in them, but he couldn't make out what. Whatever it was, it certainly didn't match the smile, nor the tone of friendliness in her voice.

Loud noises sounded behind Cadence. Battle cries, sounds of surprise, of struggle and combat. The sounds of battle. Dusk looked to see explosions in the streets, coloured shapes emerging from houses and descending from the clouds above to attack the black forms of changelings. They hadn't fled like he'd thought. They'd stayed to fight and it looked like they were going to do just that.

The princess of love looked around at it. Noticeable regret clouded her features while she looked on. Dusk glanced at Twilight and she almost looked pleased at the sight.

"It looks like the battle has begun," she said. "I think you two have the right idea. You got out just in time."

"I'm thankful we did." Twilight leaned her head on his shoulder. "I couldn't bear the thought of losing my Dusk again."

"I know." She turned back and smiled again. "I can't believe how close you both are. It really is wonderful to see."

"I feel the same way," said Twilight, nuzzling Dusk's cheek. "I don't think I've ever felt as happy and content as when I'm with him, right dear?"

"Yes..." he agreed. "With her, everything just seems right..."

"I know how that feels." She took a few steps closer. "I'll bet that when you met for the first time, it was just meant to be, wasn't it?"

"Oh, it was," she sighed. "The first time I laid eyes on him in Canterlot, I think I just felt something I never had before. That was the moment I knew we were going to be together, first as friends... then something so much more."

"Aw, how sweet," she cooed. "Did you feel the same for her, Dusk?"

"I did... except..." That scratching in his mind was increasing now from those words. "The first time I saw you was in Canterlot but... I barely spoke to you, nor did you to me. I'm certain that you hardly even knew I existed..."

Twilight flinched. "W-what?"

"The first time we met, we properly met, was when I came to Ponyville, about eleven years after I first saw you. We ate homemade omelettes together, you took me on as another assistant, even though I'm sure you didn't even need one, you accepted me as your friend and it was the happiest moment of my life." He frowned at her. "I could never forget that moment. How... how could you?"

But that was just it. She hadn't forgotten that moment. She'd even recreated it on their first Hearts and Hooves Day, when they had at last realised their love for each other, in memory of that first time. But why was she saying now that moment was in Canterlot...?

It was as if those thoughts began to break some kind of spell. His head started to hurt, Cadence's smile faded, Twilight looked afraid, like an animal backed into a corner. Suddenly, his fears started to rise again and things didn't seem as wonderful as they had been before.


Joining the chorus of cries that came on Ray's signal, Applejack jumped out of her hiding place and rushed the first changeling that she could see. She smirked when she saw his eyes widen in shock before he was knocked aside by her hoof, followed by his buddy right next to him.

"Surprise, folks!" she cried. "Welcome ta Ponyville. Anythin' ya need, ah'd be happy ta provide. Now, who here wants a whoopin'?"

The six close by all turned into her. "Who here wants a whoopin'?"

She sighed. "Ya know, ya keep doin' the same trick each time and it's gonna get real old, real fast."

The changelings ignored her comment and dived at her. But this time, she wasn't on her own, as a sudden wall of red standing in their path suddenly proved. They all piled on top of him, about a dozen of them, obscuring him from her view. The whole pile started to shake and they exchanged worried looks with each other.

A second later, they were all sent flying in different directions, the figure inside barely breaking a sweat from the effort. Applejack couldn't help but smile as she galloped over to join him.

"That's some mighty fine work there, Big Mac," she praised. "Still got plenty in ya?"

"Aiyup," he nodded.

"Well then," she said, looking towards another gathering group, "best get started, 'cause this is gonna be a long day."

"Aiyup," he repeated, galloping alongside her into the fight.

So far, it looked like things were getting off to a good start. Ray's plan had caught the changelings completely by surprise and the ponies of Ponyville were taking full advantage of it, attacking them however and with whatever they could. Kicking and punching, they began to fight their way to the square and she caught glimpses of events around her.

She saw Junebug from her house, tossing down flowerpots at changelings out of the window. From the sky, Derpy shot down and crashed into whole groups of changelings with just her rear. Blossomforth was caught in a lock from behind, but she used her flexibility to bend around and toss him away. Everypony was standing against their attackers in some way.

A loud hiss caught her attention. Three changelings darted at them, leaping into the sky and baring their fangs. She exchanged a look with her brother, nodded and they raised their hind legs. They kicked a changeling each on the outside, rounded again and performed a combined punch on the one in the middle, sending them into either the wall or other changelings.

Behind them, an even larger group was already closing in. This would be tough, but not impossible. Standing close to her brother, they built up speed and galloped at them. The changelings grouped together to form a wall to prevent them from coming, but that didn't stop them. They kept up the charge and rammed right into them.

The changelings screeched as they were knocked aside, clearing a path to the square. Applejack stomped on the face of one directly in front of her while Big Mac heaved a changeling up off his hooves and tossed him away like a ragdoll.

"Glad yer on our side this time, big brother," she remarked to him.

"Aiyup," he smiled. "Makes a nice change from jus' hittin' trees."

"Don't get used ta it," she laughed. "Still, good way ta vent aggression ah mus' say."

"An' it looks like we got plenty more ventin' ta do," he noted upon seeing the square.

Here, whole masses of ponies and changelings were locked in combat, though it could be hard to tell when their attackers turned into their friends, evidently confusing some of the fighters and letting them be taken down. But others fought on and Big Mac and Applejack were soon part of their number.

Up ahead, she saw Fluttershy flying away hurriedly from three changelings pursuing her. She flew straight at Rainbow Dash, who waited until she passed with her hoof ready and swung once she did, taking down all three with one strike. She could hear the loud explosions of Pinkie's party cannon, seeing her stationed on a roof and blasting down into the crowd. Balls of green fire shot from Spike, holding his own nicely.

She felt a pang of regret not having Dusk and Twilight here with them. A loss of good fighters and good friends...

Glancing around, she saw the three musicians standing together. Frequency wielded a piece of metal like a sword, though the manner he used it was more like a fiddle bow, jabbing and prodding changelings. Vinyl seemed to have converted her speakers into some kind of bazooka and blasted attackers with waves of sound, techno beats and guitar strings echoing all around. Octavia battled with her impeccable moves and skills.

One other pony also tried fighting by standing like the cellist did, though she was much more wobbly and clumsy, some of her strikes missing their mark. Once, she almost fell into Octavia when she tried to help, righted quickly by the grey earth pony.

"If you aren't used to standing on your hind legs, may I suggest that you stop?" she said to Lyra.

The mare only grinned. "Nah, this is how I do things." She wobbled on her hind legs and turned. "Come on, bugs! Get over here and fight like a human!"

Octavia watched her go, looked momentarily confused, then re-entered battle with another contender that came at her.

A loud flash sounded next to her and she looked to see Ray, standing on top of a changeling and grinning.

"Fancy running into you!" he yelled over the noise, teleporting away and kicking one in the air.

He wasn't alone, for Rarity flipped gracefully over, her weapon scarf glinting with green blood while changelings reeled away from it, followed by Spike running on the ground below.

"I really hope this doesn't stain," she said, whipping out at another.

"Ah sure hope he don't scar," countered Applejack, seeing the gash across the changeling's chest.

"Hmph, serves him right I say," she sniffed.

"Yeah!" Spike smacked one with his tail. "Nopony or changeling hurts my Rarity!"

She beamed. "Isn't he the sweetest?"

Suddenly, an all too familiar scream rent the air. They all looked to see Fluttershy some distance off, lying on the ground in pain while a couple of changelings leered over her. She tried to crawl away, but they kept coming in, toying with her.

"Fluttershy! We have to-" Rarity was almost blindsided before she lashed out with her scarf. "Oh, bother this nonsense!"

Applejack slammed aside another changeling only to have his friend to deal with. Every step she tried to take towards the Pegasus was blocked by more changelings. Big Mac, Rarity and Spike looked to be having the same problem. They were too far away and too caught up in the fighting to get over and help.

They wouldn't be able to get there in time. But that didn't seem to stop the other member of their group. At first, he stood and watched, like her scream had frozen him to the spot. But only for a few moments.

His face began to contort in a visage of terrifying anger, a vague shimmering red mist appearing around his whole body. It was so hazy, the farm pony wasn't even sure it was there. Suddenly, he was gone and at Fluttershy's side, his hooves flying. They barely had the time to react before he was on them.

He pummelled and punched at them, knocking them away with much more ferocity than what would be necessary. Even Applejack had to feel a little sorry for them and their buddies apparently felt the same way, judging by the way a few more came charging at Ray. Not that this seemed to deter him.

He fought on, with that same level of ferocity and it only seemed to be growing. She could actually hear him snarling like a beast while he jumped and flashed between attackers with speed only he could manage. Applejack wasn't the only one watching this display. Fighters from both sides would stop to stare for a bit before he would either vanish or somepony not interested in watching got their attention.

Even Fluttershy, who even though she was grateful for the save, watched with a slight amount of fear at this sudden frenzy. They'd never seen Ray this angry before.

Applejack had to keep her focus on the fight too, but she would still try and watch Ray. She felt her eyes had to be playing tricks or something because she could see other things start to show on the stallion. Red eyes, with cat-like slits burning with rage. When they were bared, she could see some of his teeth had sharpened into points. That red mist around him becoming more solid, more prominent...

She might just be seeing things. There was a lot going on and her mind wasn't exactly clear with all that was happening. Right now, with the number of changelings he was knocking down like bowling pins, perhaps they should be thankful.

What followed next didn't leave her much time to dwell anyway. She heard a strange sound and ducked as what looked like a bolt of white magic shoot over her head, hitting a wall and singing it. She looked around for the source and found something else to stare in disbelief at.

"What in the hay...?" She dived aside as another blast came at her, followed by a laugh from the one that shot it.

"Alright," Hard Edge chuckled, "now it's time for some real fun."


Cadence hated watching this. Even though she knew it was necessary, that she had to do what must be done, the look of betrayal and pain that was growing on his face was just heartbreaking for her to see. He didn't deserve this. He'd suffered enough.

She watched the imposter carefully. It was clear that she, if it was even a she, was becoming more distressed that the situation was being lost from her control. Though she didn't like the idea of fighting, much like the poor stallion before her, she was willing to do what was necessary to save him if she had to.

And it looked like she would have to.

"I... I don't understand..." murmured Dusk. "I mean... it's you but..."

"Yes, Dusk, it is me," she insisted, gazing at him. "She's just trying to trick you, trying to keep us apart like Ray was."

He tried to avert her gaze. "Yes but... you... how could you... how could you not know?"

"Because that's not Twilight." His eyes whipped to Cadence, who felt a lump rise in her throat. "I'm so sorry, Dusk, I really am, but this Twilight is an imposter. Like I was."

"But... but how...?"

"I think she must have been captured back in Canterlot with Shining. Then they replaced her with one of their own. She fooled us for a while, she must have been specially trained, but I think you knew, didn't you?" she said gently. "You had a suspicion that it wasn't her, even if she managed to fool you. She fooled me too, but you must see it now."

He looked so lost, so confused, his mind battling with the imposter's enchantment. "I... I...she..."

"She's a changeling, Dusk. I'm sorry you had to find out this way, but she is." She stretched out a hoof. "Step away from her, come back with me. I can help you, I promise."

"NO!" The changeling Twilight grabbed Dusk, her horn and eyes glowing green. "You won't take him from me! Don't listen to her, Dusk!"

His eyes glowed faintly too, though he was trying to resist the spell even more. She had to help him along, push her point and get him back.

"I know how you're feeling, Dusk," she went on. "To have somepony you love taken away, I know how that feels. But the changelings only captured me, so we can still save Twilight, the real Twilight. All you have to do is come with me. Let me help you."

He continued to glance back and forth between her and the imposter, but the looks on her were growing even longer. Slowly, gradually, he began to move towards her, while Cadence continued to smile.

"Dusk, where are you going?" Twilight asked as he backed away, her eyes glowing furiously. "Can't you see, it's me?! She's lying to you, she's tricking you, don't listen to her!"

Dusk stopped in his tracks. He gazed back at the changeling posing as his marefriend, but his eyes didn't glow as strongly as before. He was clearly still under her control, but it looked like he was getting it back. Cadence let her smile grow, happy for this small victory...

Until she saw the look on the imposters face.

"YOU!" With an enraged roar, the changeling leaped at Cadence. "How dare you interfere?!"

The princess only narrowly avoided the attack and was on the defence, backing away quickly to a safe distance and warming up her magic. Just as the changeling whipped around, she unleashed a bombardment of spells at her opponent, only to have them all blocked by a green shield that formed around the changeling.

"As you can see, I've been eating well," she called. "Let's see if it's paid off, shall we?"

Her insect-like wings sprouted out of her back and she darted forward, dodging the attacks that Cadence set at her and smacking her across the face when she closed in, then again with enough force to send her reeling.

The princess shook her head, saw the changeling charging again. Calling on her magic, she acted quickly and stopped the imposter with a shield of her own. She smacked into it and was blasted back when she suddenly expanded it, knocking her back.

Pressing an advantage, Cadence glided across the ground and returned the punches her foe had previously given. But the imposter recovered faster than she anticipated, catching one of her punches and performing a counter, followed with a head butt. Cadence barely had time to react before she was sent back by a kick.

She shook her head to rid herself of the daze and performed a quick healing spell on herself. The changeling calling itself Twilight didn't even look worried.

"Oh, good. Healing yourself just so I can knock you down again, how fun," she taunted. Her wings flickered and she darted at her again, Cadence dashing to meet her.

They clashed once more and Cadence could see Dusk, his eyes alternating between glowing and normal, battling on inside his mind. All the while, she could hear the sounds of fighting rage on from the town.


Rainbow Dash kept a tight hold of the two changelings she had in a headlock and slammed them into each other, knocking them out and sending them falling. She wiped sweat from her forehead, ignoring the burning in her muscles.

Looking around, she could see that the tide was starting to turn. The changelings had recovered from the surprise attack and were now organising themselves properly, countering most of the haphazardly organised attacks of the townsfolk with properly coordinated military formations and movements.

Though they had spirit, the ponies here weren't used to fighting and it was starting to show. She saw Cloudchaser and Flitter being taken down by changelings pretending to be them and confusing each other. Blossomforth was being held in place by a few more changelings, who had learned from her flexibility and avoided it. Thunderlane was making efforts to save her, but he was swamped by three more. She even saw Derpy getting dragged away, crying out for help.

Rainbow growled in frustration. She could feel hopelessness starting to form inside her, tackling with her hatred of losing. She tried frantically to think of something, anything that might help them win this but nothing came to mind. Though there didn't appear to be as many as before, the changelings were putting them on the run. Could this get any worse?

The answer came when a bolt of white magic missed her by an inch. Looking down for the source, she felt her temper rise when she saw Hard Edge battling with her friends down below. She could see some kind of metal tubes attached to his forelegs, one of which seemed to be firing bolts like magic, the other a beam that levitated things or ponies that he threw.

She saw demonstrations of this. Big Mac came charging at him like a bull, but was stopped dead in his tracks by a white beam. Laughing like a school bully, Edge spun him around and tossed him right at his sister, crushing her into the wall. Pinkie tried firing shots at him from her cannon, but he blasted them from the sky, rendering them useless.

"Having fun down there?!" she yelled at him, zipping over. "Because it stops now!"

He grinned. "I was wonderin' where you were. Been aching to have our little showdown."

"Lucky you, 'cause you're gonna get one." She nodded to the tubes. "See you got some new toys, not that they'll help."

"You like 'em?" He held them up. "Wanna see 'em close up?"

"I was just getting on that!" With a cry, she charged at him.

She stopped when he caught her in a beam and was sent crashing into the ground. She fumed when she rose from the small crater she'd made and tried to charge, but ended up having to quickly dodge around his blasts, taking cover behind a cart while they slammed into it.

Just as she was trying to think of a way to get close, she heard a rumbling behind her. Turning, she saw the cart being lifted away and she had to hurry away as more blasts followed her, narrowly missing or singing her fur. She heard Edge yell and he stopped his bombardment and Rainbow laughed when she saw Ray teleport next to him and punch him.

She wondered briefly why his eyes seemed to be a different colour and what that weird mist was around his body. In the end, she decided to stay focused on the fight and help him out.

He managed to keep this up while Edge's shots missed him and Rainbow darted forward to join in, landing a few of her own before flying back to a safe distance when he threatened to hit her. The minute she looked back though, she saw one of his shots had gotten lucky, Ray doubling over and holding his gut.

The stallion looked up, snarled at Edge and was blasted away again by two more shots to the face. He fell to the ground and didn't get back up again.

"Ray, NO!" A yellow streak shot past her and Fluttershy charged, her face livid. "You'll pay for that!"

Edge barely even glanced at her before he caught her in a beam and tossed her aside casually. Rainbow heard her squeal as she crashed into a wall and failed to come back out.

"Not with Fluttershy, you meanie!" Edge was forced to move out of the way from the increase of blasts from Pinkie, her mane still hanging loosely.

Rainbow tried to get in, but with blasting from both sides it was hard to get at him without being hit by either. For a moment, they seemed to match each other shot for shot, dodging or blocking projectiles. But when Pinkie fired some streamers to tie him up, he caught it in a beam and shot them back at her.

The party pony didn't have time to dodge before she was wrapped up in her own streamers and fell off the building, her cannon tumbling after her. Rainbow snarled and was about to charge when another pony was at her side, a dragon on the other.

"We'll take him together," Rarity said. "Go!"

As one, they moved but had to separate when Edge fired at them again. Spike attacked from a distance, shooting off fireballs that Edge was forced to dodge or shoot. Rainbow and Rarity got in close, the former hitting him with a punch while the latter struck with a kick.

Now he was on the defensive. Every time he made to shoot either of them, Rainbow would kick him or Rarity would send her scarf at him, either cutting him off or hitting him and really ticking him off. Every now and then, Spike would hit him with a fireball and burn his fur, making Rainbow laugh.

"Hold still!" he roared.

"Same to you, big guy!" countered Rainbow, kicking him towards her partner.

"You think having some fancy gadgets makes you a unicorn?" Rarity taunted. "But you lack the style-" She spin kicked him "-the grace-" A slash across the face -"or the spirit."

He staggered back, feeling the brunt of the hits. Rainbow gave Rarity a look saying that it was time to take him down. They both charged forward to finish him off...

"Yeah , I'm not a unicorn. I'm better than that." He raised his beam gun to the sky. "I'm a Cloudsdale Pegasus!"

He slammed it into the ground, firing it and sending a shockwave of levitation energy. Rainbow managed to stop herself in flight, but Rarity wasn't so lucky. She flew high into the air, back down towards Edge and he kicked her away, sending a blast after her for good measure. She hit the ground hard, her scarf floating down gently on top of her.

"RARITY!" Spike ran towards her, but he was struck down too by another bolt and joined her.

Rainbow panted while Edge turned to her, grinned like a maniac and started firing again. She dodged as much as she could, but she didn't have the energy any more, after all the fighting and seeing her friends fall. She had to keep going, she couldn't lose now.

Other changelings were emerging triumphant from their battles all around her, capturing ponies in their green goo and standing back to watch. Some started at her, she knocked them away but screamed when Edge managed to get shots in. She turned back to him, just to see a white bolt coming straight at her.

She felt her face burn when the bolt hit her. She cried out, swooping out of control and her head hit the ground right in front of him. She tried to get back up, but she could already feel the weakness spreading through her whole body. She looked up to see Edge leering down at her.

"How 'bout that," he remarked before she blacked out, "I win."


Cadence was starting to feel the strain of the fight. She didn't know much hoof-to-hoof beyond basic punches and kicks. Her magic wasn't tailored specifically to fighting and her opponent matched her in speed and strength, if not outmatched. He just didn't know how much longer she could keep this up, while the changeling showed no sign of stopping.

Dusk was still trying to regain control, even screaming as he tried to regain control. She had hoped that he might get enough to come to her aid, but it looked like she was on her own. Either that or she would have to hold off the changeling just a little longer.

"Give up, princess!" she jeered, swinging a hoof at her. "You can't beat me!"

"That remains to be seen," she countered, ducking under it and calling on her magic.

She caught the creature mid-flight, suspending her in the air in her shimmering blue aura. The changeling barely had the time to struggle before Cadence shot her away, taking some much needed time to recover her strength. She looked to Dusk, still in a struggle of his own.

"Dusk!" It was like he only just managed to hear her. "Please, I need your help! I can't do this without you!"

"I... I can't, Cadence..." he gasped. "Her hold... too strong..."

"You can do it," she encouraged. "You've had worse things get inside your head and you managed to beat them off. You can do it again."

"Not... without help..." His eyes widened. "Look out!"

She looked to see a green meteor streaking towards her. Acting quickly, she raised a shield and stopped it just as it reached her. She could see the changeling, snarling at her through the barrier, pressing the attack, cracks beginning to form. Cadence put all she had to keep the shield up, to try and knock her away but it was too much.

There was a flash. The shield shattered. The changeling barraged into her and sent her flying, skidding across the ground and coming to a halt. Wincing from the pain, she tried to stand, saw a black streak dart towards her, suddenly changing back to lavender.

She cried when the changelings glowing horn touched her. The lack of energy she felt suddenly started to increase, taking away what she had left. She knew it was the changeling, draining her of her power again. She wouldn't be able to last long against it

She saw Dusk, still looking like he was battling with himself, fighting the control the changeling had. Her mind desperately thought to when she'd been with Shining, how the minute she'd had contact with him, it had broken Chrysalis's hold. She hadn't given it much thought, but now...

She knew how she could help him. She wasn't Twilight, but she could still do something.

She shoved aside the changeling and managed the time to concentrate her magic into one of her unique love spells. She sent off the blue heart at Dusk, saw it fly towards him, burst over his head. He blinked slowly, shaking his head...

Something slammed into her side, knocking her over. That drain in energy came back again, robbing her of the little she had left. Her knees buckled and gave way, the ground rushing up to meet her and hitting her like a punch.

The sounds of battle in town sounded like they were starting to die down. Cadence tried to stand, but she screamed when a hoof pressed down on her neck. She strained to see the imposter, standing over her, smiling wickedly.

"You princesses really are pathetic," she sneered. "If we beat you with barely any effort, what chance do the rest of your people stand?"

She couldn't speak, she couldn't fight, she couldn't even see Dusk. The only thing she could see were the green pupils of the creature posing the pony who would be her sister-in-law. They came in closer, the horn glowing too...

A bolt of magic zipped between Cadence and the changeling that threatened her. They both whipped their heads around to see Dusk, with tears in his eyes but an expression of righteous fury that she was sure he'd learned from her Aunt Luna.

"Get off her," he commanded in a trembling, yet firm voice.

"Dusk?" She pasted on a mask of innocence. "What are you doing? I'm protecting us..."

"All I see is you attacking my princess and my friend," he growled. "Now again, step away from her."

"But I-"

"Do it! Now!"

She did as he asked, turning to face him fully. "There, see? Now, calm down, my love..."

"Don't call me that," he growled.

She blinked. "But why, my love? It's-"

"I SAID, DON'T CALL ME THAT!" he roared. "You are not the one I love! The fact you look like her is even worse! You're nothing, but a fake!"

"Dusk, please, whatever you're thinking of doing-"

"I'll tell you exactly what I'm going to do!" His horn flashed. "I'm going to end this charade!"

"But can you though?" A different tone entered the imposter's voice now. "Like you said, I look like her. You wouldn't do anything to hurt your darling Twilight, would you?"

"You can't, can you?" she cooed mockingly. "I'm your dear Miss Sparkle, the one you love so very much. You would never do anything to hurt her, would you?"

Dusk's body tensed a little more, his eyes darting around as the changeling approached him.

"Come on then, Dusk. Do it." She stood in the open clearly. "I won't resist. Strike me down. Defeat me."

Silence followed. The fighting in the town had completely died down. Cadence watched, the changeling smirked and Dusk remained motionless. He was still grimacing, as if just looking at her took effort on his part. His horn glowed dimly, but nothing came.

The changeling laughed and took a step closer.

"It looks like the princesses aren't the only ones that are pathetic," she sneered. "Look at you, one of the so-called Elements of Harmony, the defenders of the land. You don't have the conviction to do what is needed, not like we do."

Cadence watched them both, but kept her focus on Dusk as much as she could. Had her spell done its work? Would it be enough?

"That's why we won," it went on. "That's why your sweet Twilight was brushed aside like dust, that's why we'll do the same to you and to all ponies who stand in our way. The time of the changelings has come and none will stand against us. Not you, not your princesses, not your pathetic, sad, little Twi-"

The changeling's words turned into a scream when Dusk's horn flared once more.

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