• Published 21st Sep 2014
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The Changelings Have a King - Jade Ring



An old enemy's thirst for vengeance gives rise to a new threat...and kick-starts a chain of events that will change Equestria forever.

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Chapter 14: The Battle of Ponyville

Ponyville

The history books could have called it the Massacre of Ponyville.

The attack was sudden and without warning. The enemy had thoroughly infiltrated the community. The ponies were peaceful and passive creatures who shied away from conflict in any form unless absolutely necessary.

It should have been a massacre... but it wasn't.

The history books would ponder and postulate as to what happened that day. Was it because of who led them? Was it because the ponies of Ponyville were just of a hardier variety than others? Were the Changelings not that intimidating a force to begin with?

Who knows besides the survivors? They will tell you that it was all those things and more.

Whatever the reason, the events of that day could not be considered a massacre. It was a battle, hard fought and glorious...

...But even battles have casualties.

/////////////////////////////////////////////////////////////////////

It was easily forgotten in the ensuing chaos, but Cup Cake was the first to fall.

As the black wave of death fell upon the field, the ponies of Ponyville scattered. The new generation of Changelings followed, drool running from their vicious, snapping fangs. Their eyes flashed from pony to pony as they scoped out possible prey. Those with wings kept watch from above. Those who did not launched themselves into the air, propelled by their heavily muscled front legs. The sun glinted off their shiny and newly hardened black armor.

Those above instinctively scanned the ground for the elderly, the sick, and the wounded.

And the young.

Carrot and Cup Cake ran close together, Pound and Pumpkin tucked securely between them. The young twins looked around in panic at the disorder around them.

"We need to get inside!" Carrot pointed at Sugarcube Corner.

Cup flinched as one of the heavier, flightless Changelings crashed into a nearby stand. She looked down at her daughter. "Pumpkin, can you get on Mama's back?"

Pumpkin, beside herself with terror and confusion, nodded. Her horn sparked to life, lifting her into the air.

Cup heard a high pitched whistle and turned just in time to see the monster rapidly approaching her hovering foal.

Without a second thought, she jumped into the air and pushed against Pumpkin with all her weight. The filly screamed as she hit the ground... and the Changeling bit into the flesh of her mother's neck.

"CUP!" Carrot cried in agony.

Cup hit the ground hard, the impact driving the fangs of the creature deeper into her neck. She reached up to swipe at it but one of the heavy newborns was already there, drawn by the scent of her spilled blood.

Cup looked at her husband and children with pleading eyes. "Go."

Carrot choked back his tears and snatched the twins in his foreleg. They squirmed and screamed for their mother, but Carrot just kept running as fast as he was able.

As Cup Cake was devoured, the same fate befell many a pony in the field. The new Changelings worked in concert. Those who could fly scoped out the easiest prey and took them to the ground. Stallions, mares, and foals who just minutes before had been having a marvelous time were soon slaughtered and devoured by the ravenous horde that seemed to spawn from Tartarus itself. The new Changelings gorged themselves on pony flesh, stripping their prey to the bone before seeking out more. Their world was nothing but hunger and the need to feed.

Some ponies who had survived the initial onslaught headed for the relative safety of the town proper. Those foolish enough to bar their doors soon found their doom crashing through their windows.

Somewhere in the chaos, a fire started and quickly began to spread.

The horde descended on Town Square, their forces surrounding the ponies and driving them there. A few caught the scent of ponies just beyond the town's outskirts and headed that way.

Hovering just over the disaster, Carapace and Chrysalis watched with small, satisfied grins.

Molt watched with barely restrained disgust. "Your majesties, we will need some of these ponies for... traditional harvesting."

Chrysalis nodded. "Of course. Signal the second wave."

Molt bowed his head and emitted an ear-piercing screech.

If the ponies of Ponyville were panicking before, they absolutely lost their minds when their friends and neighbors suddenly echoed the screech and turned against them.

The disguised Changeling drones revealed themselves in flashes of green fire and set about capturing the ponies they had lulled into a false sense of security. A foal screamed as her mother became a monster before her very eyes and began chasing her down the street.

The choking smell of smoke and the stale stink of blood began to fill the air.

////////////////////////////////////////////////////////////////

Applejack had seen enough.

The earth pony farmer had run to Town Square like many of the others, figuring the closer the ponies stuck together, the less easy pickings they would be for the flying Changelings. She jumped onto the rim of the fountain and looked around, trying to get the lay of the land.

Rainbow Dash, Fluttershy, and Macintosh were shepherding a small group of fillies and colts who had become separated from their parents.

Spike, Rarity, Crescendo, and Cheerilee were each helping carry the wounded towards Town Hall. Mangled and screaming ponies twisted in agony, held aloft by the unicorn's magic as gently as they could manage. Cheerilee whispered words of encouragement to the foal riding on her back. Spike had two ponies hefted on his shoulders and another three tucked under his arms.

Applejack reached up for her hat to wipe the sweat from her brow and found only mane. She thought about it and reasoned that it must have been thrown off somewhere in the chaos.

Her eyes narrowed as she looked around. The Changelings were all around them. So far as she could see, there were three types. The ones buzzing around in the air and the heavier, wingless ones were unlike any she had ever seen before. Two of the flyers watched the panicking ponies below. The rest of the flyers and the heavies were occupied with prey they had already brought down. The ones that had finished... feeding... eyed the surrounded ponies with hungry eyes but otherwise made no move.

The more familiar drones, the ones she'd seen at the Royal Wedding, the ones that had suddenly appeared in their midst, now seemed to be... withdrawing. Each dragged along a struggling captive, usually a relative of the pony that had been imitating. They vanished with their victims into seemingly thin air, the tunnels they were using only revealed by brief flashes of stone and earth in what should have been structures of wood and brick. They did not return.

All around Applejack were the sounds of anarchy. Ponies screamed and cried, some out of fear and some out of pain. The injured were carried into Town Hall, the ponies caring for them rushing before the next Changeling attack...

But the Changelings weren't attacking.

They were surrounding them, isolating them...

"They're herdin' us..." Applejack hissed in sudden understanding.

Rainbow Dash saw her marefriend and flew to her side. "AJ, we need to get the injured ones out of here. 'Shy and me can get the other pegasi and start airlifting them to Cloudsdale..."

"You'd never make it. In fact, I wager that's exactly what they're wantin' ya to do."

Dash followed Applejack's eyes upward where the flying Changelings were growing in number. There had to be a dozen now. She cursed and looked at the surrounding forces. "What are we gonna do?"

Applejack reached up and stroked the white streak in her mane... and made her decision. "Hey!"

The ponies paid her no mind. The chaos continued.

"HEY!" Her voice boomed like a cannon-blast, abnormally loud for a pony of her size. Every pony there turned as one and looked at her.

Dash looked at her marefriend, shocked at the loudness of the yell "Whoa."

Applejack ignored her and addressed the ponies. "Look around you! These monsters ain't just attackin' us! They're herdin' us like we was cattle! Look!" She gestured at the surrounding forces. "There ain't even that many of 'em!"

"They're eating us, Applejack!" Matilda cried, beside herself with terror. Cranky held her close with one hoof while the other applied pressure to the wound in his side.

"They took my mommy!" A foal cried.

"My mommy was one!" Another yelled.

"What are we supposed to do?" Carmel hovered just above the ground, still debating whether or not to flee.

Applejack squared herself. "We fight."

Silence reigned.

"What?" Cranky asked.

"We fight back! Consarnit, this is our town, ain't it?"

A murmer of agreement.

"I know most of us are just ponies. We ain't natural fighters. But this situation ain't natural, is it?!" Her eyes seemed to glow with yellow light. "These monsters have infiltrated our town, our home! Are we gonna stand for that?"

A series of negatives came from the crowd.

"They've killed our kin! Our friends and family! Are we gonna stand for that?!"

The negatives came again, stronger this time. The assembled ponies began to feel something new. The fear in their hearts began to give way to something else the longer they looked at the glow coming from Applejack's eyes.

"I've known the ponies of this town all my life, and I tell you that the ponies of Ponyville are the toughest, most resilient ponies in all of Equestria! We've withstood monsters and floods and things way worse than all that! We've always weathered the storms that have come our way and rebuilt when it was all over, bigger and better than before!"

As Applejack spoke, the hovering Molt felt a change in the air. "Your majesty, can you taste that?"

Chrysalis reached out herself and grimaced. "What is that?"

Carapace said nothing, too focused on watching his sons feed.

Molt scratched at his beard in confusion. "Their fear is still there, but it seems to be... fading."

Applejack looked up at the hovering Changelings, the ones she had never seen before. They were being joined by the familiar drones. They numbered almost a hundred now. "But I'm telling you that today we can't just weather and rebuild. These things mean to exterminate us, and that means that we have to fight back!"

There was a small, weak cheer of agreement. One pony tossed something towards her.

Applejack smiled as her hat fell neatly onto her head.

She looked around, feeling a change in the air. "Are we gonna fight back?!"

The cheer again, much stronger this time.

"Are we gonna make these bugs wish they'd chosen another town to find their food?!"

The ground seemed to shake as the residents of Ponyville cheered. Those who were unhurt began to stand. Cranky kissed Matilda's cheek and they stood together, supporting each other. Mac and Fluttershy shared a determined look as they made their way to Applejack's side. Spike lowered the last of the injured ponies he was carrying and eyed the line of heavy Changelings, smoke pouring from his nostrils. Rarity and Crescendo stood on either side of him, their horns lowered and ready. Cheerilee, thinking quickly, grabbed a bag of medical supplies and stood beside the professor.

The ponies of Ponyville turned and faced outward, towards the line of their attackers. They snorted and pawed at the ground, ears flat and tails waving.

"THIS IS PONYVILLE!" Applejack reared up on her hind-legs and whinnied a challenge. Rainbow Dash lifted into the air beside her. "LET'S SHOW THESE MONSTERS JUST WHAT THAT MEANS!"

Her cry was answered by nearly two hundred more and the make-shift army charged as one, their circle pushing outward towards the horde that surrounded them. The hovering Changelings dived down.

The Battle of Ponyville began.

//////////////////////////////////////////////////////////////

Caramel Apple twitched in his sleep. His dreams were full of strange noises. They sounded almost like screams...

He opened his eyes carefully and peered around the tombstone he'd been using as a pillow.

Two of the heavy Changelings had found an easier food source to sate their hunger now that their prey had decided to fight back. They were using their huge front legs to dig up the graves of Ponyville Cemetary. Already the immaculate green of the place was tarnished by mounds of dirt and discarded caskets.

And bones. Dozens and dozens of chewed on bones.

Caramel stared in hungover confusion as one of them finished retrieving a new grisly snack box.

Three balloons were carved onto the casket's surface.

The Changeling had just ripped off the lid of the casket and had barely registered surprise at its contents when the heavy bottle of whiskey came down on his head. He shrieked in pain and anger as the warm liquid flowed down his shell. He glared at the pony who had dared to attack him.

Caramel grinned ferociously around the match in his teeth. "Ya'll done dug up the wrong hole there, partner."

The Changeling cocked his head in confusion.

In a single fluid motion, Caramel scraped the match along a nearby tombstone and tossed at the monster that had defiled his wife's resting place.

The Changeling screamed as he burst into flames. He skittered around like a mad spider, rolling this way and that, desperate to put himself out.

His brother looked from his burning compatriot over to Caramel and snarled.

Caramel hefted the jagged edge of the broken bottle in his mouth. "Oh, you want some too? Well come on then!"

The earth pony jumped over Pinkie Pie's casket to tackle the waiting monstrosity.

He didn't even notice what had surprised the now thoroughly roasted Changeling so much.

Why would the Changeling's prey have buried an empty box?

//////////////////////////////////////////////////////////////

Lyra shuddered as she caught a glimpse of the Changeling Queen watching things from overhead. "Changelings. Why did it have to be Changelings?"

"I always forget you were mind-controlled by the Queen."

Lyra chose to ignore the fact that her wife always seemed to forget the details of the most terrifying experience of her life. "I told you we should have gone to visit my cousin in Neigh Orleans this weekend!" Lyra used her magic to lasso another Changeling drone and sent it crashing into another. "But no! You wanted to go to the festival!"

Bon Bon rolled her eyes and snorted as she bucked another drone into a nearby brick wall. "How was I supposed to know we'd be attacked by monsters?!"

"Bonnie, how long have we lived in Ponyville?" Lyra jumped over her wife and head-butted a dive-bombing drone. "You know there's a sixty five percent chance of something like this happening at least once a week."

Bon Bon raised an eyebrow as the unconscious drone plopped at her hooves. "Thanks."

Lyra wiped the sweat from her brow and winked. "Anytime."

"M-Miss Bon Bon?"

The married mares looked down to find a set of familiar twins looking up at them. They held each other close, their eyes darting around at every noise that surrounded them.

"Pound! Pumpkin!" Bon Bon leaned close and examined the pair for injuries. "Are you two alright? Where's your mommy and daddy?"

Pumpkin started sniffling.

Pound pulled his sister closer. "Those monsters g-got Mommy. We ran to the store, but the m-monsters were alread-dy there." Now tears were gathering in the colt's eyes. "Daddy told us to hide in a barrel. He-he-he didn't come back..."

Bon Bon pulled the now sobbing twins close and shushed them. "It's gonna be okay. Miss Lyra and I will take care of you until..." She measured her next words. "Until we find your daddy. Okay?"

The twins nodded, their faces buried in her coat.

Bon Bon looked at her wife. "We need to get these two to Town Hall."

Lyra nodded and magically lifted the pair onto her and Bon Bon's backs. Side by side, Lyra and Bon Bon Heartstrings raced to safe haven, their bodies now bearing precious cargo.

/////////////////////////////////////////////////////////////

One of the newly hatched flying Changelings scanned the ground below for a new target. It had slaked its hunger just minutes before and already the roaring appetite had returned with a vengeance.

The monster's eyes focused on a fleeing purple foal.

It dove, reached out the talons on the end of its legs...

...and squealed as a burst of flame burned away its wings.

Spike smirked with grim satisfaction as the creature struck the ground with a wonderful cracking noise.

"Oh, I'm sorry; are we not taking them alive then?" Crescendo blasted another charging drone with enough force to send it into the now burning Quills and Sofa shop.

"Darling, Spike knows what he's doing." Rarity raised an eyebrow as two more drones were encased in cocoons of magically controlled fabric. She released them and casually walked up to their squirming bodies. Their exposed head hissed at her in rage... until two solid blows from her hooves rendered them unconscious. "Personally, I had enough of these dreadful creatures back in Canterlot."

Crescendo noticed a dive-bombing drone headed directly for her and snatched it in his magic. "I was hoping you could clear something up for me."

Rarity turned and grimaced at the snapping jaws of the beast now hovering in the air. "What's that?"

"I seem to recall Sweetie Belle telling me about another run-in you lot had with these creatures back when she was a filly." With a flick of his neck, the drone smacked into the ground. It looked around woozily.

"Nonsense." Rarity rolled her eyes as she delivered the Changeling into unconsciousness with a blast from her horn. "The imagination on that girl."

The two unicorns turned at the sound of a screech. One of the heavy Changelings had launched itself towards them. They braced to attack...

The Changeling squeaked as a purple claw closed around its throat.

Spike bared his fangs. "No one touches her." He reared back and hurled the Changeling as hard as he could. It smashed into the Quill and Sofa shop, knocking down another wall.

Rarity fanned herself with a hoof. "Minor correction to your statement, darling." She grinned up at him with hooded eyes. "You can touch me whenever you like."

Spike's response was cut off as the severely damaged and burning building tilted forward and came crashing down towards them. Crescendo's horn lit and cast a shield around the trio just in time to block the impact as the shop dissolved into useless rubble.

Crescendo clicked his tongue and shook his head. "May we please keep the flirting on hold until after the day is won?"

Spike chuckled in embarrassment. He put a claw on Crescendo's shoulder. "I'm sorry. About earlier, I mean."

"What? You mean when you tried to kill me after being fooled by a pair of Changelings?" Crescendo shrugged. "Water under the bridge... gecko."

Spike smiled. "Whatever you say... old timer."

Rarity reared up and wrapped her forelegs around their necks. She planted kisses on their cheeks and nuzzled them each in turn. "My boys. My wonderful, dysfunctional boys."

There was a crash and a scream nearby.

The moment broken, the trio gave each other a nod and raced back into the fray.

/////////////////////////////////////////////////////////////

"Fluttershy!"

The yellow pegasus shook her head and resumed binding the broken leg of Blues. "Sorry. I tend to zone out during conflicts. Old defense mechanism."

Cheerilee bustled in her saddle-bags for more bandages. "Just try to stay on task. Once we set his leg, you have to fly him to Town Hall." The teacher pulled out another roll with a triumphant exhale and set to wrapping the sticks Fluttershy had placed on Blues' leg. "You're gonna be okay."

"Of course I am." Blues chuckled painfully. He looked up at Fluttershy. "Tell Mac thanks for pulling me out of that building when you get the chance."

At the sound of her husband's name, Fluttershy looked over at where the red stallion was still lifting heavy beams so other ponies could pull the injured from underneath. His prodigious strength was already straining, his muscles pulling taut, but he gave no complaint. He saw Fluttershy watching and smiled at her.

She returned the smile and mouthed, 'I love you, Big Bunny.'

He opened his mouth to respond...

...and a heavy Changeling landed on his back. It wrapped its large front legs around his neck, pulled as tight as it could, and closed its mouth over the right side of Mac's face.

Mac screamed in agony as blood ran down his face... but he stayed put, the beam still held on his back.

"MACINTOSH!" Fluttershy and Cheerilee screamed. They left a protesting Blues behind and raced towards him.

The Changeling twisted its head, burying its fangs deeper into Mac's flesh. He screamed again.

"GET OFF OF HIM!" Fluttershy cried, her wings propelling her forward like a bullet. She smashed into the Changeling with every ounce of strength she had in her. The impact tore the Changeling loose and Mac screamed a third time as the teeth inflicted more damage as they were pulled free.

"Mac, let her go! We've got everypony!" Berry Punch shouted.

Needing no further encouragement, Mac hefted the beam from his shoulders and collapsed to the ground with the same impact as the heavy wood behind him. He clutched at his right eye and rolled on the ground in agony.

Cheerilee slid to his side and tried to calm him down. "Shhhhh, shhhh... let me see."

Mac whimpered and carefully pulled his hooves away.

Cheerilee's heart broke, both at the idea of the strongest stallion she'd ever known reduced to a mewling foal and the terrible damage inflicted to his face. Mac's right eye was gone. The flesh around the bleeding socket was ripped and torn nearly down to the bone. Cheerilee reached into her saddlebags. "Fluttershy, I need more gauze..." She trailed off when she realized the pegasus had not returned. She stood up and looked down the way Fluttershy had tackled the Changeling.

The Bearer of Kindness brought her hooves down again and again on what was left of the monster's skull. Green ichor splashed the ground with every impact. The thing's body twitched every time the hooves came down.

"Fluttershy?" Cheerilee asked in a weak voice.

The pegasus rounded on her, her face a mask of rage. Her chest heaved with every panted breath. She glared at her former romantic rival... and looked down at her injured husband.

Like a switch being flicked, the normal Fluttershy was back.

Her breathing slowed and her eyes got wide. She looked down at her hooves and felt her gorge rising at the splattered blood and bits of flesh stuck in her fur. "I... I didn't mean to..."

"L...Little Wing?" Mac whined. "Where a-are you?" He retched from the pain. "I can't see you."

Fluttershy flew to Mac's side at once. She wiped her hooves off as best she could on her sides and cradled his great head to her chest. "I'm here, Big Bunny. I'm here."

Cheerilee forced herself back to the situation at hand and set to work, wrapping bandages around Mac's injured head. She felt a small hoof on her flank and turned to see the bespectacled face of Diminuendo. "Dimmy! Are you alright? Where's your father?"

The colt shook slightly, clearly affected by the chaos around him. "We don't know where we're supposed to go."

She looked past Dimmy and saw a small gathering of colts and fillies, most of them her students. Some were crying. Most were, like Dimmy, too shell-shocked to even cry. They looked at her with hopeful expectation. Cheerilee felt her true calling pulling her away from the situation at hoof.

Cheerilee swallowed heavily and looked back at the married couple. "Fluttershy?"

The pegasus looked at her, her hooves still stroking Mac's mane.

"I have to get these little ones to safety. If you see Crescendo, tell him Dimmy's with us. I'm taking them to the schoolhouse." She looked down at Mac and ran a hoof down the untouched half of his face. "Take care of him."

Fluttershy nodded. "I always do."

Cheerilee gave her a smile. "I know you do." She started towards the group of little ponies. "Alright boys and girls; let's get you somewhere safe."

The assembled students nodded and obediently followed their teacher as she set off at a brisk pace, doing her best to avoid any skirmishes.

None of them noticed the two flying newborn Changelings watching silently overhead.

///////////////////////////////////////////////////////////////

So there it is. The weird thing is, I feel better ever since I confronted Celestia about it. I thought about telling Mac and Applebloom, but I know the more responsible thing is to just lay it all out here.

So long as Celestia keeps her hooves clean, I don't think I'll ever have to really use these powers of mine.

I ain't no goddess. I ain't a princess neither for that matter. I'm Applejack Apple, and that's all I ever want to be.

Applebloom let the journal fall to the covers of her bed in shock. Princess Celestia... was her great-grandmother? And more than that, Applejack had some kinda super powers?

"Why didn't she want me to know?" The mare asked her empty room.

Scarlet's scream of fear answered her from down the hall.

Applebloom bounded from her bed and bolted down the hall to the nursery. She threw the door open and stared in horror at the sight before her, the wind from the open window blowing in her face.

Scarlet was wailing and waving her little legs frantically, trying to ward off the thing standing over her as she lay in her bed. The insect-like monster licked its beak as it looked down at the little filly. The membranous wings on its back buzzed with barely restrained pleasure.

"Hey!"

It turned and glared at her with eyes a peculiar shade of green. It hissed at her, upset with being interrupted.

Applebloom had listened to Applejack's tellings of her adventures for long enough to know what the thing was in an instant; a Changeling.

"Get away from her!" The yellow mare jumped onto the bed and shoulder-bumped the beast into the wall. Not pausing to relish the things cry of pain, she scooped her niece onto her back and shot back out of the room. "You okay?"

Scarlet sniffled and held tight to Applebloom's ponytail. "Uh huh."

"We're goin' to town to find yer mama and papa, okay? They'll know where that thing came from."

"Okay." The filly wiped her eyes.

Applebloom took the stairs two and time and skidded to a stop in the farm-house's living room.

The front door was standing wide open. Another Changeling, this one looking a lot heavier, was crouched and ready to spring at her. It hissed a challenge.

Another hiss came from the top of the stairs as the flying Changeling began to give chase.

"Right. Back door." Applebloom muttered. She spun and galloped for the kitchen...

...nearly running headlong into another of the heavy ones.

Applebloom fell back on her rump with a surprised cry and scooted backwards, narrowly avoiding the snapping jaws. She stopped in the middle of the living room and watched as the three Changelings began to approach her.

There was no way out.

"Auntie Applebloom?" Scarlet asked, her small, sick voice asked. "What do we do?"

Applebloom reached around and pulled her niece around to her chest. She held her tightly and tried to shield her. "Just close your eyes, Scarlet..."

////////////////////////////////////////////////////////////////

Every breath Filthy Rich took choked his lungs with smoke. The heavy green amulet bounced on his chest as he ran desperately towards Ponyville's train station. He had paid good money to the conductor to ensure that the train would still be standing by despite any chaos that might erupt.

He looked back irritably at his wife. It was all her fault they hadn't left town yet. Suri had insisted that she take one last look around Rich Manor before their departure. "I still say it's too early to head to Zebora." She'd whined as the servants moved their packed belongings down the road. "And these necklaces are hideous."

"Daddy?" Filthy's eyes were drawn to his beloved daughter. The teenage mare ran close to him, her eyes wide with fear. She had accepted her medallion no questions asked. It glinted in the sunlight that managed to break through the thickening smoke. "What's going on?"

He gave her a reassuring smile. "It'll be alright, princess. Just keep running." Following his own advice, he returned his gaze to the ever-closer train station. "Just a bit further..."

"Ah!"

His daughter's surprised yelp made Filthy stop and spin. She had tripped over a piece of debris and landed face-first in the dirt. Her ever-present tiara went flying and was lost.

"Diamond Tiara!" He rushed to her side. Suri stopped beside her daughter, panting from the run. "Are you alright?"

"I'm okay." She pushed herself up on her hooves... revealing the shattered medallion, crushed beneath her. The last few pieces clung to her fur like emerald flecks of dust.

Filthy's mouth went dry at the sight... and at the sound of buzzing wings above him.

The three earth ponies looked up to find three of the newborn Changelings hovering overhead. They licked their chops while eying Diamond Tiara.

Filthy rounded on them, stepping protectively over his most precious treasure. "We had a deal! I made a deal with your father!"

The Changelings said nothing, only pointed their barbed hooves at the broken medallion.

"Daddy?" Diamond Tiara's eyes flicked back and forth between the hovering monsters and her father.

Filthy looked at his little girl and knew what had to be done.

The stallion sighed heavily and walked over to a still very confused Suri. "Diamond... I'm sorry." He nuzzled his wife, trying to remember their memories as a family. Those were slow in coming. Instead he focused on memories of his daughter. He thought back to Diamond Tiara's birth. Her first birthday party. Her cutecenera. He remembered her falling asleep on the sofa in his office.

Suri did not return the nuzzle. She began to tap a hoof anxiously. "Filthy? Why did we stop running?"

Filthy sighed heavily into his wife's coat. "Say good-bye to your mother, Diamond Tiara."

Suri's eyes widened in sudden understanding. "Now wait just a minute...!"

Filthy's teeth closed around the strap holding Suri's amulet and pulled. The necklace snapped instantly. Filthy pulled away, the amulet dangling from his mouth. He spun and pulled Diamond Tiara to her hooves. He pushed his face close to hers and the mare, some part of her brain realizing what was happening, obediently too the leather into her own mouth.

Father and daughter shared a look... and took off running.

They ignored the screams of rage from Suri Polomare Rich... even as they changed in pitch when the Changelings descended upon her.

////////////////////////////////////////////////////////////////

Applebloom's eyes shot open when she heard one of the Changelings scream.

The heavy Changeling was flailing and snapping at a brown, furry thing latched on to its tail...

Scarlet realized first and forgot her fear to squeal in joy. "Judd!"

Winona's oldest snarled and bit harder into the membrane of the monster's tail.

The Changeling screamed again as its tail was torn away. It snapped at Judd as the young male dog scampered between its legs and stood protectively in front of the two Apples. He growled, the monster's tail still clutched in his teeth.

Three more growls made themselves known.

Applebloom and Scarlet watched as Winona, old and blind, was guided from under the sofa by Willow and Ryder. The three younger dogs formed a protective triangle around Applebloom and Scarlet. They bared their teeth and flattened their ears, practically daring the three Changelings to attack.

Winona licked Applebloom's hoof.

Applebloom stroked the old girl's head. "Can you take care of Scarlet for me, Winona?"

The old dog tilted her head, but her milky eyes seemed to say 'What else would I do in this situation?'

Applebloom pulled her niece away from her chest and brushed her mane from her eyes. "You go hide behind the couch with Winona, alright?"

Scarlet nodded, the fear starting to return.

Applebloom kissed the filly's forehead. "It's gonna be alright. The boys and I have just gotta take care of a few bugs."

Winona nudged the little pony's hind-quarters and pushed her back towards her sleeping area under the couch from where she'd come from.

Applebloom waited until Scarlet was out of sight before adjusting her ponytail and squaring herself. "Ya'll ain't gonna touch one hair on that little filly's head. Ya hear me? Boys?"

Six ears perked up, waiting for the word.

"Sic 'em."

The three dogs sprang at the Changelings.

Applebloom picked her target, the heavy one blocking the front door, and joined the fray with a wild "YEE-HAW!"

/////////////////////////////////////////////////////////////////

Filthy Rich slid to a stop outside the train station. His chest was on fire, his coat lathered in sweat. Some pony running past him had ripped his collar and his tie was slowly coming undone. He saw the train still waiting and found the strength to smile. He turned to check on Diamond Tiara, to tell her that they'd made it, to tell her that everything was going to be okay.

Time seemed to stand still as he watched the knot holding the amulet still swinging from her mouth begin to give.

He opened his own mouth to shout a warning but it was too late; the knot slipped and the heavy green medallion slid down the leather to the hard ground below.

Father and daughter stared in horror as the bauble struck the earth and shattered.

The teenage mare stopped in front of Filthy, the now useless strap falling from her teeth. "Daddy, I'm so sorry. I wasn't paying attention..."

"Take mine."

Diamond Tiara's jaw dropped. "What?"

Filthy bent his neck and pulled his own medallion off. He tossed the loop around his daughter's neck and watched as the last talisman settled against her pink coat. He kissed her cheek and smiled at her. "Go. I'm right behind you."

Diamond Tiara sniffled and wiped her eyes. "I love you, Daddy."

Filthy pulled her into as tight a hug as he could manage and kissed her cheek. "I love you too." His eyes remained focused on the trio of heavy Changelings approaching them. "Now get going. Tell the engineer to start her moving."

Diamond Tiara nodded as she pulled out of the embrace. She ran past him and into the train station.

Filthy's eyes stayed on the Changelings. "I suppose this is what I get for dirty dealin,' huh?"

The three males hissed, bent and ready to attack.

Filthy took one last breath of air. He adjusted his tie and pulled it taut and proper, just as his father had taught him to do so many years ago. He found the cigar given to him by the King of the Changelings in his jacket pocket and stuck it in his mouth. He wondered what it would have tasted like if he'd had the chance to light it. "Well? What are you waiting for? A written invit..."

They were on him.

Diamond Tiara watched it all from her hiding place under the train. It wasn't going anywhere. All that remained of the conductor was his foreleg, still wrapped around the hoof-brake.

/////////////////////////////////////////////////////////////////

Button Mash started hyper-ventilating as he desperately pulled himself along the ground on his belly. The bite on his flank wasn't terribly deep but still penetrative enough that entirely too much of his blood was seeping into the ground of Ponyville. He could hear the heavy hoof-steps of the Changeling as it stalked him, toying with him until it was ready to make the kill. His vision swam as the strength in his legs finally started to give out. He heard the monster behind him pick up the pace, ready to end the game and begin the feast...

"I think you've had enough to eat today, sugarcube."

Button Mash found the strength to turn his head just in time to see Bucky McGillicutty and Kicks McGee do their work and launch out with enough force to bring down a fully grown apple tree. The heavy Changeling screeched as it was blasted into the brick wall of a nearby building with just enough impact to leave an impression before it hit the dirt, out cold.

The blonde angel that had saved him offered a grin and a hoof. "Can you stand?"

The young stallion returned the grin as best he could and accepted the offered appendage. "For you, I think I could fly right about now." He pulled himself up and promptly collapsed onto her side. "Never mind. Hurt. I am very hurt."

Applejack patted his head and waved over Berry Punch to take him to the Town Hall. "You hang in there, sugar. Sweetie Belle would have my hide if something happened to you."

Button Mash managed a small laugh before passing out entirely.

Applejack helped to heft the earth pony onto Berry Punch's back and watched as she galloped back towards Town Hall. She looked around and appraised the situation.

Ponyville was a war zone.

The fire had already consumed most of the shopping district. The walls of the buildings that were still standing were splattered with blood. The streets were littered with debris, bits of bodies that had once been ponies, and unconscious forms of Changelings. She spied Derpy and Dinky Hooves desperately trying to pull a roaring and grievously injured Bulk Biceps away from what was left of his son Featherweight.

The three lead Changelings still hovered overhead, watching with mild bemusement the struggle the day had become.

Applejack snorted and started looking around for something to throw at them. She had just settled on a choice bit of broken statuary...

"Get OFF me!"

Applejack whirled to see Rainbow Dash being held down by two of the heavy Changelings. A third stalked towards her, drool dripping from its fangs.

"No!" Applejack took a step towards the attack and screamed as something latched onto her right hoof. She looked down to see it clutched in the snarling mouth of the one of the flying Changelings. It snarled at her and tried to reach for her with broken legs.

The third heavy Changeling's mouth was now open, the rows of teeth ready to lash out the next time the struggling Rainbow Dash foolishly exposed her neck...

Something snapped inside of Applejack in that instant. She had seen too many ponies die that day. Too many friends massacred by the invading menace. She refused to let the mare she loved meet the same fate. "No more." She whispered through gritted teeth.

The Changeling only hissed and bit deeper.

"I SAID..." She reared up on her hind legs, the weight of the attacking Changeling not even noticeable. "...NO MORE!"

Her hooves came down with an almighty crash and the earth around her hooves heaved from the impact. It blasted outward, lifting pony and Changeling alike into the air briefly. The sounds of battle seemed to cease.

In the eerie quiet that followed, Applejack felt something new. She felt... detached from herself, somehow. Like part of her was now beneath her own hooves, deep in the earth below. She could feel small, cold pockets of potential there, scattered around the whole of Ponyville. Her thoughts caressed them and they responded to her like newborn foals. Somehow she understood that they had been asleep for a very long time, waiting for a new mother to wake them...

They were seeds, but not like any she had ever known. They were old, older than Ponyville. They were foreign too, brought here from a distant land. They whispered to her of their father, of his planting them for the day they would one day be awakened. They begged her for sustenance, for her to fill them with her magic and to let them grow.

'Will you help me?' She asked them.

'What would you have us do?' They replied.

'Can you feel them? The monsters attacking my home?'

'Yes. What would you have us do... Mother?'

She whispered to them now, told them what needed to be done. An agreement was reached and she poured the magic that lay dormant in her into them. The power was unlimited and filling. The seeds drank greedily, exulting her name...

The Changeling gnawing on Applejack's leg felt something poke him from below. He released his hold and looked down to find a black tendril sprouting from dirt. He cocked his head in confusion and sniffed at it.

The tendril flinched slightly... and sprouted a ridge of thorns.

Applejack's eyes flashed open, ethereal white light blazing from within.

The sprout lashed out and wrapped around the Changeling's throat, digging its thorns in to get a good hold. The injured creature shrieked and scrabbled fruitlessly as the sprout pulled...

...and the earth itself opened to swallow the Changeling whole.

Carapace and Chrysalis' jaws dropped.

Molt's eyes widened in sudden understanding. "Plunderseeds! We have to get them out of there, your majesty!"

Thick, black thorn-studded vines exploded from the earth beneath the Changelings attacking Rainbow Dash. They wrapped around the monsters and squeezed them tight before pulling them back into the depths.

"Run!" Chrysalis sent the message to the entire hive. "Get out of the town! Fly to the forest! Get to safety, my children!"

The drones heard their queen's call and took off as fast as they could for the Everfree Forest. Some carried their unconscious and injured brothers and sisters between them as they raced to safety. Those who had been harvesting the townsponies fled from the underground tunnels, leaving behind their only partially cocooned prisoners.

The newborns heard their mother's call... and ignored her.

Chrysalis bared her fangs as she called out to them again. "Please, my little ones! Run!"

Not one even lifted their head to acknowledge their mother, so consumed were they by their feast.

More vines burst from the ground. The Changelings snapped mindlessly at them even as they were snatched and dragged beneath the Earth. One of the fliers saw the growing danger and shot into the sky... only to be plucked from the air by a vine and buried alive.

Carapace rounded on Molt. "This wasn't supposed to happen! What are those things?!"

"Plunderseed vines, your majesty." Molt swallowed to wet his suddenly dry throat. "From the Bad Lands. They used to be a major problem for the hive."

"I thought we had exterminated them." Chrysalis moaned in horror. "How did they get here?"

Carapace looked from the drone to his queen, his confusion rising almost as high as his irritation. "Why did you exterminate them?"

In response, the ground split open in front of a fleeing heavy Changeling. A vine, this one topped with a strange pod, pushed out in an almost serpentine fashion. The pod split open and a blast of fine mist was blown into the Changeling's face. It stopped in its tracks and wobbled on its hooves, almost as thought it had been stunned. The open pod lunged forward and closed over the Changeling's front half before retreating back into the earth with its prey.

Tears were running down Chrysalis' face now. "Why won't they listen to me?"

Carapace said nothing. The only thought running through his mind was how wrong this all was. This wasn't supposed to happen. He wasn't supposed to get this close to his revenge only to have it taken away! He growled and flew over Ponyville towards Town Square, his shell-shocked queen and irritating drone following closely.

Below them, the Plunderseed Vines continued to feed on the newborn Changelings.

//////////////////////////////////////////////////////////////////////////////

Crescendo watched another monster get dragged, kicking and screaming. into the earth and desperately wished he had a drink. "So... why didn't we lead with the bug-eating plant things?"

Rarity shook her head. "I have no idea where those horrible things came from." She winced as a tug-of-war between two vines over one screaming Changeling came to its inevitable, messy conclusion. "You can't say they aren't effective though."

Spike was busy guiding the surviving ponies to safety inside the already packed Town Hall. They limped along and gazed, awestruck, as their attackers were undone as easily as house-flies. The dragon ruffled the mane of one gawking filly... and spied something new approaching from down Main Street.

The pony came walking at a slow and steady pace. Her eyes emitted a blinding light and her mane, yellow but with a stripe of white, flowed around her head like a halo. Flowers and grass grew from the ground where she stepped.

Rainbow Dash floated beside her, a worried look on her face.

Spike raced over. He saw Rarity and Crescendo starting to follow and waved them off for the time being. He got to Rainbow Dash and fell into step beside her. "So... what's wrong with Applejack?"

"I don't know." Dash whispered. "She's been like this since the plants showed up."

"Has she said anything?"

"Tha a h-uile math, Spike." Applejack's southern drawl was still there, but barely noticeable. Her voice echoed and seemed to resonate with his very being. "Tha a 'chlann na Talmhainn air a thighinn gu ar cobhair."

Dash looked at Spike and shrugged.

He blinked rapidly. "That sounds like the language of the ancient Earth Ponies. Twilight had trouble with it back in school and I had to help her study."

"Can you translate?"

He shook his head. "Just bits and pieces. She said something about 'the children of the Earth.'"

Dash watched as one of the vines pulled away a Changeling's foreleg left behind by another. "I'm guessing she's talking about them."

"Tha mòran air a bhith air a bhualadh. Bidh a 'chlann ag ithe agus an uair sin tilleadh gu cadal. Tha ar n- seòrsa sam bith eagal."

"Something about feeding and sleeping. That we have 'nothing to fear.'"

"Well that's comforting." The pegasus landed in front of her marefriend and stroked her face with a hoof. "AJ, honey... are you alright? Can you hear me?"

"'S urrainn dhomh nach eil a' blasad air na creutairean. Tha iad air a bhith a ' glanadh." Applejack stopped walking and raised her right hoof. "Cadal a-nis , clann na talmhainn. Fois le làn mionach agus ar taing."

From beneath the ground Spike heard a response, vast in its multitude. "Glòir do na Terra Banrigh."

He looked at Rainbow Dash with wide eyes. "Did you hear that?"

She wasn't paying attention to him. She watched as Applejack brought her hoof down. A pulse raced outward from the point of impact. The vines still reaching out of the earth retracted from whence they came. The holes filled themselves in. The eerie quiet returned.

As Dash and Spike watched, the glow faded until Applejack's eyes were again her normal green. Her mane fell around her head, limp and regular. Her knees buckled and she tilted forward. "I... I don't feel so good."

Dash caught her and was blasting towards Town Hall before Spike could even blink.

Rarity and Crescendo looked at each other. "Well." He started. "That was..." He grunted in pain as a blast of green magic knocked him to the ground.

"Crescendo!" Rarity moved to help him but instead squealed in surprise as four blobs of slime landed at her hooves. "EW!" She tried to recoil from the vile substance but found her hooves now thoroughly stuck. Another blob struck her horn and ran down the side of her face. She looked up to find the King and Queen of the Changelings flying overhead. The drone floating beside them wiped his mouth. "That is disgusting."

"Well, we can't have you running off, can we?" Carapace chuckled darkly.

Chrysalis said nothing, still shocked at the deaths of her newborns. Her children. Her people's salvation.

All gone.

She wrapped herself in her forelegs and tried not to weep.

"You must forgive my queen." Carapace rolled his eyes. "She's had a rough day."

Rarity cocked an eyebrow. "And you haven't? Or were those not your little monsters as well?"

Carapace shrugged. "No great loss. There will be more, I'm sure."

Molt flinched at his king's callousness but said nothing.

Carapace grinned. "To be perfectly honest, the destruction of your little town was always a secondary goal. The end result of all of this was to avenge myself against the pony who ruined my life."

Molt's jaw dropped. He couldn't mean...

"You, my dear Rarity."

"Me?!" Rarity blanched. "But..." Her eyes shot open. "Wait; are you really Prince Blueblood?"

"I was, yes."

"But... I... and you..." Rarity stammered, trying to process what was being told to her and struggling against her sticky prison at the same time. "...Is this is about the Gala?!"

"YOU RUINED ME!" Carapace screamed, his good humor gone. "YOU EMBARRASSED AND HUMILIATED ME! MY SOCIAL STATUS NEVER RECOVERED FROM THAT NIGHT!" He gestured at Chrysalis, who had not moved or reacted at his confession. "But she found me. She changed me and gave the army and the chance to finally kill two birds with one stone; the chance to end you and to take what should always have been mine." He smirked. "The throne of Equestria."

Rarity looked around at the chaos and bloodshed caused by the actions of the King of the Changelings. "You... you're insane. All of this because of a little cake?!"

"No, my dear. All of this because of you."

"...what?"

"I could have chosen any town in Equestria to begin my plans. I could have chosen far better and safer locations to begin growing my horde. But I chose Ponyville because you live here. I chose it because it is full of ponies you love. And now so many of them are dead. They died horribly, and it was all because of you." Carapace laughed wildly as he began gathering magic into his horn. "I can rebuild my army. My kind can hide and wait and bide our time until we are ready to move again. But this? This is forever. This can never be undone. And it is all because of you. All this misery and suffering is at your hooves, Rarity. They are soaked in the blood of the ponies you love. I wanted you to know that before the end." The King of the Changelings drew all of his hatred forward into a single concentrated orb of magic that hovered on the tip of his horn. It glowed red as he reared back his head. "Now die, knowing that this is all...your...FAULT!" He loosed the orb towards her.

Rarity saw the attack coming. She willed her magic to form a shield but the slime on her horn seemed to be blocking the spell. She strained against her bonds, desperately trying to get away...

Crescendo recovered from the attack against him just in time to see the orb of pure hate nearing the mother of his daughter. Not thinking, even for an instant, he threw himself in front of her. He closed his eyes and braced for the impact, for the inevitable burning pain...

...it never came.

The professor opened his eyes and saw the shocked look on Rarity's face.

"...Spike?" The mare whimpered.

Crescendo turned and found the dragon standing there with his back turned, his arms spread out so as to block as much of the attack as possible. Spike was frozen stiff, his muscles locked.

As the horrified unicorns watched, he tilted forward and fell face-first to the ground.

"SPIKE!" Rarity screamed, tugging frantically at her her bonds.

Crescendo blasted the slime away with his magic and the two ran to the dragon and rolled him onto his back. The attack must have simply knocked him unconscious, they hoped. He was stunned. Injured, but not too terribly. How powerful could the blast have really been, anyway...?

Spike's eyes were closed. His jaw hung open slightly. His chest, the scales now blackened and burned from Carapace's attack, did not rise or fall.

The blast had struck him right in his heart.

"No. No. No. No. No. No." Rarity muttered desperately. She put her ear to his chest and held a hoof to his throat.

Nothing.

Crescendo reached for her. "Rarity..."

"NO!" She smacked his hoof away and started shaking Spike's prone form. "Spikey-Wikey, you need to wake up, darling." She looked at Crescendo, tears running down her face. "Go get the doctor! Nurse Redheart! Somepony!"

Crescendo felt his own tears coming. "Rarity." She reached for her again. "Rarity... he's gone."

"NO!" She shook him more forcefully now. "He isn't gone! He can't be gone! This stupid dragon hasn't worked up the nerve to propose to me yet! I found the ring last week! Spike! YOU WAKE UP RIGHT NOW, DO YOU HEAR ME?! YOU WAKE UP AND YOU GIVE ME THAT RING AND YOU... and you..." She buried her face in his neck. "And you keep making me the happiest mare who ever lived..."

Crescendo looked away and saw the ponies starting to peek outside of Town Hall, ready to assess the damage to the town and start tallying their losses.

Their losses.

The unicorn laid his head on Spike's chest and let his own tears come. "You saved me, you damned fool. Why?" He wasn't expecting an answer but he asked again. "Why?" He sniffled. "It should have been me."

Rarity heard none of it. She nestled into Spike's neck and sobbed, babbling through her tears that Spike couldn't be dead. He simply couldn't be.

Carapace, Chrysalis, and Molt were already gone, flying towards Canterlot Castle.

The Battle of Ponyville was over.