Turning Points

by Slatewings

Act Three: Chapter Nine - The Empire Strikes Back

Act Three Chapter Nine - The Empire Strikes Back

“Peridot, get down!”

Reflexively, she obeyed and threw herself to the ground. Whistling as it passed, Prince Dutiful’s spear shot over her head and struck something that screamed in protest. She looked up to see her attacker pinned to the trunk of a tree a few yards away, the still quivering spear stuck through one of the holes in the creature’s legs. She cast an anesthetic spell over it, knocking it unconscious and allowing Dutiful to withdraw his weapon. They pulled the sleeping monster’s body to a dark corner behind a row of squat, but still shining, storage sheds.

“A little close that time,” Peridot said. “Almost got me.”

The Prince let out a weary sigh. “This search has dragged on for too long,” he said. “I fear I am tiring. I should have seen the beast earlier.”

“I meant your spear,” Peridot said, forcing a weak smile. “I have enough split ends already, thank you very much.”

Dutiful chuckled without smiling and leaned against the wall, propping himself up with his weapon. Peridot looked him over with concern. He was haggard and tattered despite her best efforts to keep him in fighting condition.

They had been looking for the princess for hours with little sign of her. The last hint they had received was from a guard a few blocks to the east that said he had seen her flying in this direction just before their arrival. After a half hour of searching, all the while ducking enemy patrols, they hadn’t turned up so much as a single yellow feather. They tried to find the guard again but unfortunately that section of the city was now firmly in the control of the insectile invaders.

Peridot lit her horn as bright as she dared and passed it over Dutiful’s overtaxed body. She cast her healing spells carefully, as the creatures seemed to have the inexplicable ability to sense her magic and the prince could ill afford unnecessary fights. She did her best to ease his innumerable aches and pains but it did little to reduce the grimace on the prince’s face.

They had been at this for too long and Peridot had to admit, even though she managed to stay out of most of the fighting, allowing Dutiful to take the brunt of the punishment, she felt much the same. What he needed now wasn’t healing, it was sleep and to have his wife back at his side.

Peridot joined the prince in leaning against the wall, enjoying the opportunity to catch her breath. Overhead she watched a group of a dozen or so of the invaders fly accross the face of the moon, casting fast moving shadows down the emptied street as they went.

“We have to move,” Dutiful groaned as he pushed off the wall and put his spear back in its holder along his side.

She nodded a begrudged assent and straightened herself, taking a moment to adjust the poorly fitting burnished cuirass Dutiful insisted she wear. She wasn’t sure how the prince even managed to move in his own full barding. The prince’s strength never failed to amaze her. In the past few hours she had seen him commit feats that would have taken five stallions to even attempt. She smiled inwardly, knowing it was his love for Benevolentia that leant him his strength. Still, she could see he was beginning to weaken.

“Dutiful?” she said carefully. “Maybe we should head back to the palace for a bit, let you get your hooves back underneath you.”

He huffed and snorted, “No. I will not give up so easily. I refuse to allow my wife and child to suffer because of my weakness.”

“Weakness? You’re moving mountains to find her,” she shook her head. “But if you don’t at least stop and rest you’ll collapse before long. I can only maintain your stamina to a point and that point was about six hours ago.” He didn’t respond. “Please Dutiful… I want to find Benny too but I can’t do that if I have to carry you.”

He sighed and started walking. Peridot followed.They kept to the shadows beneath trees and under the awnings of the houses they past to keep out of sight of the enemy that dominated the sky. Occasionally they made a mad dive into a bush to avoid being seen but they were able to avoid any more fighting for the time being.

Ahead, Peridot saw Dutiful slow and hang his head, “One more block then we’ll find somewhere to rest for an hour.”

“Thank you,” Peridot answered. She knew how proud the prince was, admitting weakness might have been the hardest thing he had done since they left the palace.

They were cutting through a corner market when Dutiful moved without warning. In one fluid movement he drew his spear, spun around, and thrust the weapon into a shadowed corner to Peridot’s left. The corner let out a sharp yelp.

“Reveal yourself, now.” Dutiful’s eyes narrowed, trying to pierce the darkness.

“Okay, just please don’t hurt me…” said a frightened voice.

Dutiful’s face remained a rigid mask as he stepped back, allowing the voice’s owner room to emerge from hiding but keeping the point of the spear a hair’s breadth from the stranger’s face as she showed herself.

Timid step by timid step, a young pony just old enough to be called a ‘mare’ emerged. The pale light showed a light green coat and unkempt orange mane hung in clumps over large blue eyes reddened from crying. By all appearances she was a normal crystal pony. Lately, though, appearances could be more deceiving than usual.

Dutiful produced a small knife from a pocket within his armor and flipped it to Peridot who caught it with her magic. The mare’s eyes widened as she saw the blade glint in the moonlight. Her hooves clicked against the floor as she prances nervously. Peridot thought she looked ready to turn and bolt as she approached.

“Do not move,” the prince warned. “Do you understand?” The mare swallowed and nodded.

Peridot stepped in and quickly drew the blade across a lock of the mare’s hair kept taut with her magic. They watched silently as the carrot orange tuft floated down to the floor, waiting for the telltale flash of green magic that would signal Dutiful to strike. A moment passed and the hair stayed hair.

The prince withdrew his spear. “I apologize, my dear,” he bowed in apology. “We’ve been forced to learn quickly and had to make sure.”

The mare nodded slowly, still shaking, “I… I understand… s… sir.”

“What’s your name?” Peridot asked, trying to calm the mare.

“R...Rowan Berry,” the mare stuttered.

“It’s nice to meet you Miss Berry. My name is Peridot. I believe you already know Prince Dutiful,” Peridot said, waving a hoof to her companion.

Rowan Berry’s eyes widened with recognition, “Your Highness!” She tried to prostrate herself, but Dutiful grasped her foreleg, stopping her.

“Thank you, Miss. But this isn’t the time for formality.” Dutiful looked around the room for any other unexpected refugees. “We thought the guard had already cleared this block. Is there anypony else with you?”

She shook her head sadly, “Guard ponies came hours ago and started leading everypony out to the city limits.”

“What?” the prince asked incredulously. “Their orders were clearly to bring everypony they could find to the heart of the city.”

“Was the way to the palace blocked?” Peridot asked.

The mare shuddered and her eyes welled with tears as she struggling to maintain her composure. “It wasn’t really the guard though…”

Peridot and Dutiful looked to each other as horrid realization dawned.

Prince Dutiful leveled his gaze at the mare, “Where did they take them?”

The path to the place Rowan Berry had designated was not easy. Twice they found themselves walking straight into ambush points that had apparently been set up to catch anypony trying to flee the city. Grimly, Peridot remarked that they should count themselves lucky that the monsters plaguing the city only used their camouflaging magic to mimic ponies and not plants.

“Peridot, please don’t say things like that,” Prince Dutiful he whispered sharply. He turn his head to talk over his shoulder, “Miss Berry, how much further is this place?”

The mare glared at every passing bush and tree as if it would flash green and attack her. Peridot regretted what she said, the poor mare was frazzled enough and understandably so.

“Rowan Berry?” Peridot asked gently, touching her on the shoulder.

Rowan jumped as if she’d been stung. “Ah!” she yelped. “Oh uh, sorry. It’s just another two blocks or so…” The mare’s teeth clattered as she spoke.

The prince nodded graciously, “Thank you, Miss Berry. Because of your bravery we will be able to rescue those these fell creatures have abducted before anything befalls them.”

Rowan’s cheeks flushed at the praise, “Th.. Thank you, Your Highness. I’ll doing my best. I just hope we can get there befoAAAAAAAAAHH!” She screamed as a streak of black and teal shot down from the sky and struck her in the side, sending her sliding along the ground on her back with her attacker pinning her down.

“Dutiful, help!” Peridot screamed, even as the prince spun and drew his weapon as he launched himself to Rowan’s defense. An explosion of green magic erupted between Dutiful and Rowan Berry as another of the creatures slammed into the ground, sending fragments of pavement flying in all directions. Another two closed in from either side, seeking to cut off his escape.

Peridot turned around in panic as a malicious hiss sounded behind her. She found another one of the creatures bearing down on her from behind. She picked up a chunk of strewn rock and brandished it back and forth with her magic.

“Dutiful!” she yelled, risking a glance over her shoulder. What she saw ripped a scream from her, unbidden.

Where the prince had once stood was now a pile of the black carapaced creatures. Through the gaps between their twisted, hole filled, legs Peridot caught glimpses of Dutiful’s silver coated limbs and the prince fought and struggled to free himself. Beyond him two more of the creatures held back each of Rowan’s forelimbs while they secured her hooves with the same green resin she had seen back at the picnic so many hours ago. She watched in terror as her original attacker’s sharp pointed stump of a horn lit with its green magic.

The creature lowered it’s horn to Rowan’s forehead. When it touched her she went completely limp and stopped struggling. Her eyes flashed green and her mouth hung open limply.

“No!” Peridot screamed and threw the rock at her attacker. The creature ducked and the rock shattered harmlessly on the pavement behind it. It grinned, baring its teeth wickedly, and dove toward her.

Peridot didn’t run. She planted her hooves and lowered her head and for the first time in her life did something she never thought she’d do: use her magic to harm. She focused and poured all of her anger and frustration over what these creatures were doing to her friends and beloved adopted home into the spell. Like a lance of blue light, Peridot’s magic shot from her horn and struck the creature in the face and sent it sliding back on its hard shelled rump.

Peridot had cast the spell harder than any she had ever cast before. When she opened her eyes she expected to find its target a smoking ruin dashed against the buildings across the street, but she didn’t. Instead, the creature was sitting on the ground with its hind legs spread out before it. Far from harmed, the things started hiccuping as it held a hoof over a bloated stomach in a posture that reminded her of her grandfather leaning back in his padded chair after a full course meal.

She hadn’t injured it at all, she had fed it. Confused but relieved she had stopped the attack, one way or another, Peridot looked back to see how the others were fairing.

Every single one of the bug-like creatures was staring at her. But it wasn’t outrage or anger or threat she saw in their flat dead eyes. It was hunger.

They left Dutiful and Rowan pinned to the ground, their limbs bound with hardened resin, and advanced on her. A few were even drooling.

Peridot yelled and prepared her spell again, not knowing what else to do. She focused and released her magic at the closest target but this time she was too weak, the last attack had taken everything she had. The creature merely licked its lips and glared at her as if she had cheated it somehow. It looked to one of its compatriots and continued their advance, despite losing the promise of a free meal. Her magic too weak to even wield a rock like before, Peridot threw up her hooves and closed her eyes as they closed on her.

A commanding female voice bellowed, “Get away from her!!!”

Peridot opened her eyes to see her attackers halted in their paths, their attention drawn to a quartet of heavily armored imperial guard ponies. Between them stood Princess Benevolentia.
The last time Peridot saw the princess she had been so filled with righteous fury that her city was under attack that she had almost scared her. This time Peridot found her absolutely terrifying.

The Princess was garbed in gold and black heavy armor. Each pauldron was sculpted in the image of a diving bird of prey and the image of the Crystal Palace adorned her chest plate. In her hoof she held a fierce looking flanged mace with the business end a replica of the Crystal Heart sculpted in steel. Peridot couldn’t help but notice that the guards and her armor all bore scuffs and scratches and the weapon bore signs of recent useage but it was the look on her face that really did it, her eyes more like those of a mother wolf than the kind hearted mare she knew and loved.

The Princess and her guard yelled and challenge and galloped toward them. The creatures responded in kind, setting their horns aglow as they charged. Peridot turned away and clenched her eyes at the thunderous sound as they met. A few moments, loud crashes, and an inequine scream later, Peridot opened her eyes and found the princess and her guard ponies standing on a heap of groaning and twitching insectile bodies.

“Peridot! Are you hurt?!” cried Benevolentia, rushing to her friends side. She stopped and gasped when she saw her husband unconscious and bound. “Dutiful no!”

The princess dashed to the Prince’s side and shook him, try to rouse him. When he didn’t respond she looked over in a panic, seeking some kind of injury. “Peridot! Why won’t he wake up?!”

Peridot summoned up her bruised magic and examined the fallen prince “I, I don’t know,” she confessed. “He’s not badly injured but its almost like he…” her horn passed over the clump of resin binding his leg. “There! Benny, smash the resin!”

Trusting her friend, the princess raised her mace and brought it down on the smooth green substance with a crack, shattering it under the force of the impact. She repeated with each of the prince’s other three legs and to her great satisfaction, his eyes fluttered open.

“Did we win?” The prince muttered, rubbing his eyes. “Who is… Benevolentia?” He sprang up like a shot and wrapped his hooves around his bride. “Benevolentia! We found you! We’ve been searching the city for hours and… Is that your old tourney armor?”

The princess laughed happily and hugged him back, “Yeah it is. I sent one of my guards back to the palace to fetch it from our rooms. You know, if I knew I would be wearing it into combat I would have had the smith add wing guards.” She turned to one side to reveal a bandage binding her right wing. When she saw the look of concern on the prince’s face she added, “It’s just a sprain, a couple of buggies jumped on me when I was about to take off.”

“We did you not try to contact me after you left?”

“I tried,” she answered. “I told the guard to find you but he said you had already left in search of me.”

“I had,” Dutiful answered. “As soon as I heard you had left the palace, Peridot and I began combing the city.” He smiled, “I had hoped to be your white horse in shining armor and charge in to your rescue, but it seems now you’ve rescued me.”

Peridot smiled at the relieved couple, “So Prince Dutiful, aren’t you suppose to give your gallant savoir your kerchief or something now?” The princess and prince look at each other and burst into laughter.

One of the guard ponies cleared his throat. “What are your orders, my lord and lady?” he asked.

“I need one of you to go with the Princess and Peridot and get them to safety at the palace,” Prince Dutiful answered, instantly the consummate commander again.

“But… what about the others?” asked a timid voice.

Peridot turned to find Rowan Berry standing behind her, freed from her bonds by the Princess’s guards.

“What others?” Benevolentia asked. Peridot explained what Rowan had told them. The gasped, “We have to save them! Who knows what those monsters are planning!”

“The remaining guards and I will assault the building and rescue the prisoners,” Dutiful said. “We need to get you to safety, you’re too important.”

Benevolentia opened her mouth to argue but the Prince spoke first. “Please, my love.” He wrapped his hooves around her neck. “I know you can handle yourself but I can’t bear the thought of something happening to you…” he placed a hoof tenderly on her armored stomach, “or to our child.”

The princess’s lips thinned as she struggled between her duty to protect the ponies under her charge and her responsibility as a mother, “No.”

“Love…”

“No, Dutiful. You need me,” she pointed a hoof at him. “Besides I’m not the only mother in the city. There are probably mares back at the palace right now wondering why the guard hasn’t found their son or daughter and I couldn’t live with myself if I came back without them.”

Dutiful said nothing for a long while before surrendering with a nod. He knew his wife well enough to know that she was not going to budge on this. “Miss Berry, please show us the way.”

A short walk later and the eight of them found themselves laying flat on their stomachs as they peered over the lip of a shallow ditch at their goal. Whatever the building had once been, it was now unrecognisable. Completely covered in the green resin, it resembled something close to an insect hive . Only the square opening of the front door and few remaining windows revealed it as something once built by pony hooves. All around the building the black and cyan creatures stood lookout and the sky above teamed with them as thick as a swarm of bees.

“There’s no way through that, Sir,” one of the guards said. “We don’t dare try.”

“That’s enough, soldier!” the prince snapped. “We’re not going to abandon those trapped inside.”

“So how do we get in?” asked a different guard.

“I have no idea. Benevolentia?”

“I suppose I could try to draw them off,” she flexed her magically repaired wing. “But there’s no way they’d all follow. I’m just one pony, no way they’d want me that bad.”

“Do we have anything they want?”

Peridot let out a pained sigh as a heavy weight settled in the pit of her stomach. There was one thing they seemed to want. “Me…” she said.

“You?” the princess asked. “No offence Peridot, but why would they want you?”

“Its my magic,” she explained what happened when they were attacked earlier.

“Ah, that explains the fat one,” said a guard.

“I don’t get it. These things eat magic?” asked Benevolentia. “Why didn’t they attack Equestria then? They have far more unicorns than we do.” Peridot shrugged. “What do they plan to feed on?”

“Us,” said Rowan. Everypony looked at her. “I could feel it when I was attacked.” She shuddered, “They were pulling something out of me. It was the weirdest thing I’ve ever felt. All I could think about was my dad and what would happen to him if I was gone. Then suddenly, I didn’t care. It was like I didn’t care about him anymore. So I thought about my brother and and my friends and… the same thing.” She sniffed and started to cry quietly. One of the guards put a hoof around her.

“They feed on love?” said Dutiful. “How is that possible.”

It dawned on Peridot, “Harmony. Love and friendship are manifestations of harmony.” A chill ran up her back. “These things feed on Harmony.”

“Ah,” said the princess, “and your magic is suppose to be especially harmony based, right?”

Peridot nodded, “Which means… I get to be bait.”

They formulated a plan. Peridot would go with the one of the guards and try to lure as many of the creatures away as possible. Once they had, another of the guards would create a distraction at the rear of the building by staging a break-in through one of the one remaining window not sealed with resin around the back. Then Prince Dutiful and Princess Benevolentia would slip in the now unguarded front with the two remaining guards and liberate as many ponies as they could. Finally, they would rendezvous a block over and use the aqueduct tunnel, where Rowan would already be waiting, to get back to the palace.

“Easy as pie,” said a guard.

“Oh sure, easy as pie,” Peridot remarked sarcastically at the guard pony. “A fresh baked running in terror from a swarm of soul sucking bugs pie. Just like mom used to make.”

“Peridot… we need you,” Benevolentia comforted. “You’re the only one who can lure them away.”

“I know, Benny.” Peridot sighed, “Its... none of this feels real. I just want this night to be over.” She forced a chuckled and smiled, “Truth be told though… My mom’s pies were pretty terrible.”

“Is everypony ready?” asked Dutiful. One by one everypony nodded in acknowledgement, some more nervously than others, and left to assume their positions.

It was up to Peridot to begin the operation.

“You can do this,” said her escort. “I’ll be with you the whole way.”

Peridot couldn’t keep her teeth from chattering. Bait. She was going to be bait. The idea terrified her to the core.
The guard saw her fear beginning to grow into panic. “Hey, listen,” he reached up and pulled off his helmet, breaking its enchantment. His fur shimmered and assumed a deep blue and his mane a bright maroon, it even lost the characteristic shimmer of the Empire’s residents. “You’re Peridot, right? The one Princess Celestia sent?”

She nodded and stammered, “You’re from Equestria?”

He smiled, “My name’s Phalanx, I’m sort of on loan. The Empire and Equestria started a sort of ‘soldier exchange program’ to foster cooperation a few years back.” He put a hoof on her shoulder, trying to comfort her, “Look, I know you're scared. I get it. If you weren’t then I’d be worried about you. This isn’t our home and this isn’t our fight, but we’re going to do whatever we can to help these ponies. You know why?”

She shook her head, honestly needing a reason to do something this insane.

“Because I have ponies depending on me. Princesses Celestia and Luna sent me here to show that Equestria is a true friend, and true friends are always there for each other. My fellow guards, that mare you found, and,” he poked her, “even you are depending on me. And I can’t bear the thought of letting any of you down. Could you?”

Peridot closed her eyes and thought of her friends, Benevolentia, Dutiful, and especially Lumine back at the palace. He was right. It didn’t matter if she was frightened or not because her friends were depending on her and no matter how scarey things were she could not bear the thought of telling them she had let them down.

“No, I guess you’re right. I can’t,” she looked him in the eye. “I’ll be scared later. I don’t have time for it now.”

He replaced his helmet, restoring the armor’s enchantment and reverting his mane and coat back to the standard grey and purple of the Imperial Guard,“Then let’s do this.”

Peridot focused on the spell she had devised based on one of her healing spells. It wasn’t a particularly difficult spell to cast but she needed to maintain focus the whole time she cast it. Which is why she would not be the one doing the running. She climbed onto Phalanx’s back and wrapped her hooves around his armored collar. She called on her magic and a moment later her horn began to shine like a star.

As the sky blue light shone around them it had an immediate effect on their surroundings. The grass underneath Phalanx’s hooves seemed to perk up and stretch toward her and flowers turned their faces to bath in the light of Harmony shining from Peridot’s horn. Even the road ahead of them, impregnated as it was with conduit material as part of the Heart Prism, took up a faint glow as it absorbed the energy. Peridot wondered if maybe she could use a similar spell to participate in the charging of the Heart during the next Crystal Fair. Another reason why this had to work.

Not daring to speak for fear of breaking her focus, Peridot tapped the side of her ride’s armor to signal her readiness.

He began slowly; trotting along at barely more than a slow walk. Peridot began to wonder if maybe, despite his pep talk, he had lost his nerve. Her doubts were soon dashed as he took off at a full gallop and made a straight beeline path to where the captives here held. Peridot held on tight, her teeth rattling with each hoof fall. They reached the building in moments and Phalanx ran straight to the front door, his hooves leaving four little trenches in the soil as he skidded to a stop.

“Hey you big, ugly, four legged cockroaches! You hungry?!” He reared up on his back legs and turned to gallop away. “Then come and get it!!!”

The effect was as immediate as hitting a beehive with a stick. Dozens of the bug-pony-things, swarmed out of the windows and doors of the befouled structure. Peridot took one look at them and thought she might drop the spell in fear but then she reminded herself of just how much was depending on her and redoubled her efforts.

Her horn doubled and brightness and had an instant effect on the bug-creatures. Each one faltered in its path and licked its lips like a hungry wolf.

“Phalanx…?” she whispered. “Run.”

He didn’t make her tell him twice. Peridot held on for dear life and hoped the shaking and thundering of his hooves wouldn’t break her concentration.

At least, she mused, it helps hide the sound of a hundred pony sized bugs bearing down on us.

Together they tore down streets and cut through neighborhoods, always staying ahead but never so far ahead that the light from her magic didn’t wash over the chasing swarm. Suddenly, Peridot noticed something, the constant chittering sound of creatures wings was gone.

She opened an eyes and looked back. Maybe it was that they realized they would never catch them or maybe they had simply strayed too far from the hive-like building, but every one of the creatures had come to a halt in mid air.

Peridot opened her mouth, ready to scream for Phalanx to stop when a horrible sound tugged her attention forward. From high above, a beam of green black fire lance down, drawing a line of flame across their path. Phalanx managed to skid to a stop just inches away. Peridot could feel the blazing heat radiating from the unnatural flames.

“So… you thought you could lead my subjects away did you?”

The voice was female and unmistakable authoritative but undeniably… wrong. Unnatural. It sounded as if a dozen mares were all speaking in not-quite-perfect unison.

“Show yourself!” demanded Phalanx as Peridot slipped off his back and dropped her spell.
A bemused chuckle seemed to come from everywhere at once, “As you wish.”

At once there was a flash of green as something streaked down out of the sky and slammed into the ground behind the burning line in the grass. Peridot’s first reaction was one of recognition, the being bore at least the rough shape of an alicorn. The being that stood before them was at least twice as tall as she was, taller even than Princess Celestia. On her back were the same wings as the other creatures. Hanging limply from her head was a thin membranous mane and spiraling upward from her forehead was an enormous twisted horn.

No, she thought. Appearances aside, no alicorn could to perforate the air with the presence of evil.

“I hear tell that you’ve been giving my changelings quite a bit of trouble. Impressive, if not annoying, my subjects are not easily thwarted,” said the twisted things before them. “It’s a pleasure to finally meet you in person.”

“Changelings its is?” Phalanx blustered. “So that’s what you bugs are called!”

“Bugs? Really?” the monstrous creature answered, stepping toward them through the flames. “Oh come now you can be more creative than that.” It raised a hoof in mock offence. “Especially because compared to me, it is YOU,” she shoved him, effortlessly sending him sprawling on his back, “who are the insect here.”

Peridot and Phalanx looked at at each other and reached a silent agreement. The guard pony sprang to his hooves and, without another word, the two of them fled for their lives. To their surprise they weren’t followed but every time they attempted to reach the rendezvous point they found themselves blocked. It didn’t take long for them to realize they were being herded back to the creatures’, the changelings’, hive. They could only hope that their pursuers didn’t know they had friends waiting for them.

Peridot shot through the glued open door of the hive, Phalanx hoof steps behind her. The sound of their hooves skidding to a stop on the slick surface of the resin coated carpet alerted Prince Dutiful. In an instant, his weapon was drawn and it’s needle sharp tip pressed to Peridot’s neck.

“Who… Peridot?!” The prince angrily withdrew his weapon. “What are you doing here!? You should already be at the aqueduct with Rowan Berry and Private Lance!”

Peridot didn’t hear him, her eyes widened and she felt her stomach rise in her throat. The changelings had erased whatever clues may have been of the buildings previous purpose. All the interior walls had been knocked out and the whole of the inside covered with thick layers of deep green resin that would have been black if not for the unwholesome light that shined through it. But, the thing had inspired the horror that threatened to chase her, screaming, back out into the night was the faces. They stared, slack faced and dead eyed, looking out from the slick translucent surface of the vile caricatures of a butterfly’s crystallise that littered the floor and hung from the walls. She could see Dutiful yelling at her, demanding, but all she could do was stand and stare as Princess Benevolentia and a pair of guard ponies pried, cut, and wrenched one of the pods open, spilling a red and pink stallion onto the floor in a wash of membranous mucus.

She opened her mouth to scream but felt strong forelimbs wrap around her from behind. A hoof over her mouth stifled her cry.

“Peridot!” a male voice demanded as she struggled. “Peridot snap out of it!” She tried to shake him off but he twisted her head to look him in the eye. “Peridot! It’s Phalanx! Calm down!”

The world began to slip back into focus as her pulse slowed back to something like normal.

“Peridot please,” Benevolentia pleaded. “We’re trying to save them. You’re going to give us away. Please promise you’re not going to scream.”

Peridot barely heard her as her eyes panned over the room.

“Peridot!” the princess snapped. “Please! Promise you won’t scream.”

Peridot closed her eyes and tried to wrestle down the panic in her chest. She swallowed hard and nodded. She felt the hooves holding her untense and release her.

Prince Dutiful approached, “Now, Corporal Phalanx, Peridot, why did you break from the plan?”

Phalanx panted, tired from the run and his struggle with a panicking Peridot, “My Prince, we encountered the leader of these creatures, these changelings as they’re called. And I think we might have a problem.”

“What kind of problem?” the prince asked. As soon the Prince finished speaking the hive began to tremble. Above them, the roof began to glow a sickly green as cracks bloomed along its surface.

“A big one…”

With the sound of ripping stone, the roof blew off. Pony sized chunks of construction crashed down on the ponies below, slamming into the floor and shattering on the rock hard surface of the pods. Through the dust and flying debris they saw dozens of changelings hovering above waiting to pounce and entrap them.

The prince’s voice roared, “Everypony out! NOW!”

Benevolentia grabbed Peridot’s hoof, “Peridot I need you, we can’t leave them here!”

Slowly, Peridot turned her head away from their glittering black and green doom overhead to the ragdoll of the slime covered pink stallion the princess had freed. For the first time she noticed the others, all still unconscious laying beside him. She felt her caregiver’s instinct rise within her and push aside her fear. These ponies needed help, she couldn’t let anything happen to them. The warm rush of empathy washed over her, breaking her of her daze.

She nodded and called out to the prince and guards. She levitated the sleeping ponies onto the back, two a piece, draping them across the guards armor. She and the princess carried one each while the prince carried five, refusing to leave his subjects behind.

They darted through the door and back into a night made all the darker by the countless changelings blotting out the starlight. The Prince, laden as we was, lead the way as they ran straight toward the entrance to the aqueduct not risking any time on evasion.

“We’re blocked!” The prince cried as he reached a crossroads clogged solid with waiting changelings. They veered to the right and tried to cut through a row of houses only to find themselves blocked again, their pursuers already waiting for them. “They’re playing with us!” he roared, skidding to a stop. They found themselves utterly surrounded at the edge of the city, almost right where they had first encountered the changelings. He lowered his shoulder to the grass, allowing those he carried to gently slide off onto the soft grass. The prince straightened his armor and drew his spear, “Well I will not play their game!”

“Where are you, oh great leader of insects!” Dutiful challenged the night as the others deposited the rescued ponies they carried beside the prince’s. “Are you so cowardly to send your filth to attack me in your name?!”

The night grew silent, save for the ponies labored breathing. Even the chattering of the changelings’ wings grew quiet. Peridot’s heart filled with dread as a distorted laugh rang out, filling the night before she stepped from the shadows.

“Well, well ,well,” said the broken imitation of an alicorn through it’s fangs. “And what’s this? The tenders of the earth, air, and sky living in peace? The last time I saw the three flights gathered together it was…much less friendly, you might say. What is it you call yourselves these days? Unicorns, pegasi, and earth ponies?," she waved a perforated hoof in dismissal. “It matters not, but it does warm my heart to see such Love and Harmony. Let us hope it has warmed yours’ as well, it’s been ages since my loyal subjects and I had a good meal.”

The changelings began to close in from all sides. Step by step they closed the gap, deliberately taking their time as if savoring the moment of their triumph. The prince ordered the guards into formation around Peridot and Benevolentia but it was of little use. They were only six ponies while the changelings are legion. The leader of the changelings advanced ahead baring her fangs and lighting her horn in anticipation.

“Benevolentia,” the prince said over his shoulder. “Go, fly back to the palace, you can still make it.”

“What? No, I can’t just leave all of you here to be… fed on,” the princess steeled herself and stamped a hoof. “I won’t flee and leave you behind only to be chased down before I get to the palace.”

Peridot put a hoof to her friend’s shoulder, “Benny… what about the baby?”

“I…” Benevolentia touched her stomach, only barely beginning to show any sign of her pregnancy. “I’ll never make it and I can’t risk crashing. I just have to hope that we’re rescued before anything happens that might…” The princess cut off, not wanting to speak her fear aloud.

The changeling’s leader sneered and prepared to pounce, “Touching…”

A pulse of light shot down the road.

“What is this?” hissed the towering changeling.

Peridot looked back at the center of the city and found the far off palace blazing like the sun. Another wash of light shot down the street and with it a translucent sphere of shimmering purple light appeared around the palace.

“What IS this?!” she demanded again.

With each pulse the growing sphere grew larger and larger. Each time it grew Peridot could see it pushing back the swarm of changelings hovering over the city. Over and over it grew, retaking the city with each pulse.

“How?!” raged the infuriated creature. She snatched Prince Dutiful into the air with her magic, jerking his weapon out of his grasp. Benevolentia cried out and rushed to his aid but was held back by the guards.

Again light pulsed through the street beneath their hooves.

The giant changeling scowled. “At least I’ll get one of you,” she hissed. “And your little winged beloved there does seem to love you so much. Let’s see if you feel the same.” She licked her lips and lowered her horn to the prince’s head.

His eyes flashed green and the princess wailed in anguish over her husband. Suddenly, Dutiful’s eyes returned to normal and the magical green aura holding him disappeared as a brilliant lance of sky blue magic struck the monster in the chest, sending her bouncing backward on her rump. She jumped, startled by a loud, unexpected, and decidedly unregal belch and held a hoof to her mouth in surprise and embarrassment. The remaining changelings’ attention snapped to Peridot as they sense the energy of her spell and they dove toward her hungrily.

A final pulse of light drove the expanding sphere outward again, washing over Peridot and the other ponies harmlessly. The changelings charging Peridot slammed into the shimmering purple surface as it advanced and pushed, along with their leader, to the boundary of the city. Peridot sensed a surge of harmonious magic as the foci around the city perimeter activated once the forcefield reached them and sent a pulse of their own back toward the palace, locking the spell in place with a sound like thunder.

Benevolentia darted to her husband’s side and helped him to his hooves. “Wha.. what happened?” he asked, shaking his head to clear the lingering effects of the changeling’s spell.

The city shook as the changeling’s leader loosed scream of unbridled hatred sounded from high above.Peridot couldn’t help but cower as the strength of the thwarted invaders fury lashed out at her.

“You have changed NOTHING!” she roared through the forcefield. “This city SHALL be mine and all the world will again fear the wrath of Queen Chrysalis!” Her voice shifted into a bitter mockery of maternal cooing, “Rest now, little ponies, and know that in the end you are little more food for the Changeling Swarm.” She laughed mirthlessly and disappeared in a flutter of insectile wings.

For a bit nopony spoke before Benevolentia broke the silence. “How did we beat her?” she wondered. “I’ve never seen a Heart Flare like that before.”

“I don’t know,” Peridot confessed. “Maybe the Prism affected the…” her face blanched. “Oh harmony no… Lumine…” a panic deeper than anything the changelings could have inflicted filled her heart. “Lumine!!!” she cried, turning and dashing back to the palace as fast as her hooves could carry her.

She galloped as if her life depended on it, though in her heart she knew it wasn’t her life. Even as her muscles began to burn and protest, she pushed herself harder and harder, leaping over fences and bushes, even plowing down a terrified mare that emerged trembling from the ruins of her house.

The sun was just beginning it’s assent in the east, casting long shadows down the streets and Peridot gave everything she could to get to the palace. “LUMINE!!” she screamed and pushed herself harder, but her body had so little left to give. Long hours of abuse and over exertion had finally taken their toll. Mid step, her legs faltered and she fell to the ground crying from the pain in her heart more than that in her limbs.

Then she was moving again. Peridot felt hooves slip under for forelegs and hoist her into the air. She crooked her head and saw that Benevolentia was carrying her. Her hind hooves barely cleared the ground but they moved at a pace almost equal to her own reckless sprint.

“The spire… get us to the palace spire…” Peridot wheezed, her breath still having not returned.

After an eternity, they finally reached the spire where Lumine had brought her during the Crystal Fair when she first arrived in the empire. The place literally thrummed with power. Princess Benevolentia gently lowered Peridot’s bruised and sore hooves to the ground. At her hooves lay the Crystal Heart ceremonial wrapping that kept the precious artifact safe when it was being kept at the palace between Fairs. Peridot allowed her eyes to track upward to the center of the embossed snowflake pattern on the ground.

A tiny sound of pain escaped her lips and she uttered a prayer to every spirit, alicorn, god, or goddess her grandmother had ever told her about.

Lumine lay at the ground at the base of the spike of crystal that held the Heart in place. His body burnt, broken, and ruined. Peridot gave the last of her strength to run to him and collapse by his side.

Her lips fluttered as she heart poured out every plea, apology, and unspoken feeling it held. She pulled herself to him and set up holding his head in her lap, her tears splashing down on his burnt and cracked eyelids. She tried to brush aside his forelock with a hoof only to have it crumble and blow away in the breeze. His horn was cracked and burnt.

Faintly, she noticed Prince Dutiful had caught up with them and was holding Benevolentia to his chest as sobs wracked her body. Tears shone in the corners of his eyes.

“Why would you do this, Loony…” she wept. “You’re not me… you can’t tap into Harmony like that…” she held him tightly. “Why didn’t you stay with everypony else…” Peridot clenched her eyes, “Loony… please… you can’t… you just can’t..”

Peridot’s tears dotting Lumine’s face began to sparkle as she drew on her magic. She poured everything that she was into that spell. Memories floated in her minds eye as she delved deeper and deeper into herself, searching for the strength she needed.

She saw Lumine as she first met him, in his lab coat choking on smoke and soot from his latest lab accident. She saw him and Benny jumping out from behind the bushes to surprise her with a birthday party when she had been too caught up in her work to remember. She saw herself and Benny doing the same for Lumine.

She saw him at the picnic, only a day earlier, collapsing to the ground unconscious after he willingly risked his own life for his friends.

She opened her eyes and looked down on him… her friend who, yet again, gave of himself to save the ones he loved.

She felt her power rise inside herself. She cast out her magic and touched the Heart and the foci that surrounded. With a strength born of true friendship, and all the magic it contained, she pulled.

“Please…” she wispered.

Distantly she heard the princess cry out as the heart began to hum louder and louder until cracks began appearing in the ground.

“Lumine…don’t… don’t die…”

Waves of energy swept in from the foci of the Heart Prism even as beams of light speared out from her horn, leaving scorched lines where they they touched the ground. A part of her realized Dutiful was shaking her yelling that she was going to tear down the palace.

“I… I don’t want you to die…”

She could hear him screaming at her, trying to get her to stop. He said the foci were exploding throughout the city and that the foundations of the spire were beginning to crack. She didn’t care.

“Lumine… I…”

She felt something break inside of her. Her eyes shone as orbs of light as her eyelids snapped open and a torrent like the breaking of a dam flowed from her and into Lumine’s still form. Through the brilliance shining out from her she saw of cracks and fractures spreading through the flicking forcefield that protected the city. She felt Lumine’s head slip from her grasp as unseen forces lifted her into the air.

“I won’t.. I won’t let you go...”

She loosed the spell and everything went white and deathly silent as the magic burst free from her horn. Exhausted and spent, the invisible hooves holding her aloft gently lowered her to the ground.

Peridot felt a tender hoof touch her shoulder and she saw Benevolentia’s face looking down on her with concern. Overhead the structure of the spire was restored to its previously pristine state.

“Benny…” she rasped through cracked lips. “Is Lumine…. did I…?”

The princess bit back tears and shook her head.

No.

Peridot rolled onto her stomach and looked for Lumine. She found him still laying at the base of the heart. He looked, for all her effort, the same as he had when she began her spell. Peridot tried to crawl over to him but found that she hadn’t strength.

A deep purple hoof slipped under her shoulder and she felt herself lifted to her hooves. Despite the effect of his armor’s enchantment Peridot recognised Phalanx as the one helping her. She weakly thanked him as he half carried her to Lumine’s prone and broken body and laid her down beside him. She managed to lift herself enough to rest her head on Lumine’s chest.

I’m so sorry… she thought as her tears soaked into Lumine’s ruined coat.

She felt unconsciousness beginning to envelope her as she lay beside her fallen friend. As the comforting darkness of oblivion began to wrap her in its embrace she heard a sound not unlike the fluttering of a birds wings from within his chest. A fragile hope fanned to life and Peridot knew...

As sleep finally claimed her, Peridot’s lips formed a smile and she whispered, just barely enough for those gathered around her to hear, “His heart’s beating...”