• Published 28th Apr 2012
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Smoke and Mirrors - TeaPartyCannon



A changeling needs the help of Pinkie Pie and Fluttershy to avoid imprisonment.

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Chapter 10: Battle for Ponyville

Mirror spun around, the green fire grazing past the tips of her wing feathers, and shot down towards Carbon. The general burst into flames and leaped away as Mirror landed in the spot where he used to be. Morphing into Applejack’s form, Carbon lashed out with his back hooves, forcing Mirror to duck and shoot out from under him as he brought his hooves crashing down again.

Mirror jumped into the air and turned to face Carbon, his form bringing up strange emotions. “…Was it you all this time?”

Carbon raised an eyebrow at the changeling. “What are you talking about?”

“Applejack. Were you always her? That time at the market, was that you too?” Mirror asked him.

The general smirked, understanding her question. “It was. Ever since the day she returned from Canterlot. I must admit, meeting you was quite the surprise. I’ve seen changelings that have broken their horns before, but your’s was particularly severe. Your aura was all but unrecognizable; if it wasn’t for the fact that you used your name as part of your disguise, I never would have known it was you.”

Mirror’s eye twitched. “Enough about my name, already!” She shouted.

Carbon chuckled softly. “But yes, it was me. The real Applejack is locked up within that old apple cellar in the orchard. It was a perfect location, really; far away, isolated. The same traits that made it unsuitable as a storage room made it perfect for a prison.”

Mirror couldn’t quite identify the emotions she was feeling. It felt strange, finding out that her first formal meeting with a pony was really a meeting with her shapeshifter imposter. I wonder if this is how normal ponies feel if they learn that a changeling was replacing their loved ones? Strange, I never thought something like this would happen to me.

Galloping towards her, the general leapt into the air and tried to strike her while she was lost in thought. Snapping out of her trance just in time, Mirror closed her wings and fell to the ground, landing on her hooves while Carbon sailed over and landed behind her. The general turned and pawed the ground in challenge.

Mirror glared at him and met his challenge. Flapping her wings, Mirror jumped into the air and flew around the general. Flying faster and faster, she soon whipped up a tornado of wind that Carbon had to struggle to stay grounded in. Squinting her eyes to keep out the dust, Mirror continued her spiral, moving too quickly for Carbon to strike.

“So it was you all along, then? The free apples, the hammer to fix the cellar, the accusations of eavesdropping at the party, all of it?” Mirror yelled over the wind.

Despite the fierce gusts swirling around him, Carbon kept his footing. “All of it. I gave you those apples because I knew you were a changeling, and because that’s what the real Applejack would have done. I asked for that hammer because somepony had wrecked the lock on the cellar, and I needed to fix it to keep the chrysalis inside hidden. And I accused you of eavesdropping because you were! Don’t you know it’s rude to listen in on a conversation when you don’t have permission to do so?”

“What?!” Mirror shouted. Breaking her formation, Mirror shot out of the twister from the side and smashed into General Carbon. The speed and momentum she had built up sent them both crashing straight through the wall of a nearby building.

Both changelings laid there, dazed by the crash. Carbon had the tougher body, but he had taken most of the impact, giving Mirror the chance to recover and run back out the hole they had made before the general could hit her at close range. Seconds later, the earth pony-changeling jumped out of the hole and stomped towards her, standing strong despite the damage he had taken.

“You have no right to reprimand me about what I do!” Mirror yelled at him. “Not after what you did to Ditto! You sold her out; you betrayed her!”

“She betrayed us first!” Carbon growled, “I heard what she said about wanting to tell the Element of Magic about the invasion and how she didn’t want to be a part of it through the swarm’s link! She’s not a true changeling; she’s a traitor, and I owe neither her nor you any loyalty!”

Mirror cried out in anger and flew towards him once more. She circled around him to make another tornado, but the general had no intention of falling for it a second time. Before she could gain too much speed, Carbon quickly struck out with his hind legs and hit the pegasus, knocking her out of the miniature cyclone and breaking it apart instantly. Mirror struggled to pick herself up and ignore the aching pain below her wing where the general had struck her; he would have broken it if he had aimed just the slightest bit higher.

As Carbon approached her, Mirror spread her wings and took to the sky, which was strangely devoid of changelings in this area. She flew up high above the buildings and looked down towards the general, certain that he couldn’t reach her with his current earth pony body. Sighing, she allowed herself to relax slightly and recover from the blow as she kept an eye trained on Carbon for any change in his appearance. He can’t get to me in that body. He’ll have to change into a different one, and I may be able to hit him in the time it takes to-

Her train of thought broke off as two small flames flickered along Carbon’s back, fading away to reveal two orange pegasus wings. Flapping his new additions to his form, the general took off and flew towards Mirror. The pegasus-changeling was in too much of a shock to move.

“Aw, come on-!” That was all she got out before General Carbon slammed into her and drove her down into the ground, cracking it with the force applied. Silence settled as the general stood over Mirror and the changeling drone desperately sucked air into her lungs. She flapped her wings softly, relieved to see that they weren’t broken.

“N-No…fair! You can’t put wings on an earth pony body! That’s…cheating!” She whined shakily. Carbon shook his head at her childish statement.

“You must have been hanging around with the Element of Laughter too long if you can treat this like a game. It’s simple strategy; you should try it. Why don’t you morph a horn onto that pegasus body of yours?” Carbon asked, smirking cruelly. “Oh that’s right; you can’t!”

Mirror glared up at the general wordlessly. A small burst of fire sprung up on her forehead, leaving a white stump of a horn behind. She suddenly lifted her head upward, smashing it straight into Carbon’s. The general cried out in pain and stumbled back, lifting a hoof to his forehead where her horn remnant had struck it and shouting an array of angry changeling curses. Morphing away the horn, Mirror lifted up her hind legs and kicked them into his stomach, knocking Carbon off and allowing her to flip over onto her hooves.

Mirror took the opportunity to fly down one of the alleyways between the buildings. She heard a roar of anger behind her, and a quick glance confirmed that Carbon was closely pursuing her. Mirror put on more speed as she twisted and turned down different paths, trying to lose the general once more in the maze-like alleyways.

She tried her best to push away the pain that still lingered from the injuries General Carbon had inflicted on her as she flew. I hope the others are doing better than I am right now!


A cyan blur flew above the streets of Ponyville, its high speeds leaving a rainbow trail in its wake. Rainbow Dash rushed through the sky, taking out changelings left, right, and center with kicks, punches, and headbutts. Bucking another changeling in the face and out of the air, she stopped and scanned the ground for any sign of her friends.

“Where are they?” She growled to herself. She was already in a really bad mood from having her cloud nap interrupted by a surprise shot from a particularly stupid changeling, and seeing Ponyville swarming with the creatures and none of her friends was not helping. Briefly, she wondered if they could have already been defeated, but she quickly shook the thought from her head. There was no way any of her friends would lose to a bunch of changelings just like that! Deciding that they must still be fighting, Rainbow Dash resumed her search.

Seeing two ponies cornered by a group of changelings, Rainbow Dash flew down and slammed into one, knocking it away. She swung her back hoof around and nailed another in the face, and then caught yet another with a solid right hook. The changelings she had hit got back up, terror clear on their faces, and retreated into the sky. Rainbow Dash smirked triumphantly as she watched them fly off.

“Yeah, that’s right! You’d better run! Nopony messes with Ponyville and gets away with it!” She boasted. Engrossed in her success, she failed to notice the two ponies she had saved engulf themselves in fire, revealing changelings underneath. The two changelings crept up on her, intent on taking her down while her back was turned.

Before they could attack the pegasus, however, a shadow fell over one of them. An orange earth pony fell from the sky, landing on one of the changelings and smashing it into the ground. The noise startled Rainbow Dash, and acting instinctively, she turned and lashed a hoof at the other changeling, catching it in the side and knocking it into a wall, where it fell down, unconscious. She turned to see Applejack step off the other changeling, which had also been knocked out by the attack.

“Applejack! Finally, I found one of you girls! I’ve been looking all over for you!” Rainbow Dash said, flying up to the earth pony. “What’s going on here? And where’s your hat?”

“Ponyville’s bein’ invaded by changelings, that’s what’s happenin’!” Applejack said. “And is now really the time ta ask about mah hat?”

“I guess not…” Rainbow said, looking up as another group of changelings descended towards them. “But where’d all these changelings come from, anyway?”

“They’re shapeshifters, Rainbow. They’ve been replacin’ ponies ever since their first invasion failed. Now enough talkin’! We’ve got another invasion ta stop, here!” Applejack explained. She ran forward and lashed out with her back hooves against a changeling. Rainbow followed her lead, hitting another with a left uppercut.

“Rainbow Dash! Applejack!” A voice cried out. Rainbow turned to see Twilight running towards them, a relieved expression on the unicorn’s face. “Oh, thank Chr-Celestia you’re both okay!”

“Please, as if we’d let ourselves be taken down so easily! Now don’t just stand there; get over here and help!” Rainbow Dash said, turning back to hit another changeling in the snout.

Twilight nodded and began charging up a spell. A sinister smile spread across her face as she pointed her attack towards the distracted Rainbow Dash. Applejack turned, horror crossing her face as she saw the green flames lacing the unicorn. As she finished the spell and fired a burst of green magic towards Rainbow Dash, Applejack ran forward and knocked the pegasus out of the way.

The sudden hit threw Rainbow off-balance and sent her crashing to the ground. Looking back, she saw the bolt strike Applejack head-on and blast her across the street. Rainbow Dash picked herself up and glared at the unicorn that had fired the shot, suddenly realizing what had happened.

“You’re going to regret that, changeling!” Rainbow growled. She shot towards the fake Twilight and threw a vertical strike into its chin, knocking it into the air. Flying after it, she gave the changeling a hard headbutt and threw it to the ground, where it lost consciousness and reverted back to its original form.

Satisfied that the changeling had been dealt with, Rainbow Dash turned back to help Applejack. She suddenly froze, horror filling her as she saw a strange, hole-filled pony with wings, a horn, and fangs stand up in the earth pony’s place. The creature opened her solid green eyes and looked toward Rainbow, only for them to widen as the pegasus slammed into her and sent them both tumbling across the ground. Rainbow Dash pinned the changeling-pony to the ground, glaring into her stunned face.

“Alright, changeling, what’s your game? Why did you take that attack? Where’s Applejack? Are you a spy?” Rainbow Dash asked, looking straight into Applejack’s eyes.

Applejack’s expression quickly shifted from shock to anger. She did not want to deal with this by now. “Rainbow. It’s me, Applejack, and Ah’m goin’ ta give ya three seconds ta get off of me before Ah buck ya off mahself, ya got that?”

Rainbow Dash looked surprised at the abrasive but completely Applejack-like response that all but convinced her that this was her friend. “…Applejack? Is that really you?”

“One…” Applejack growled, narrowing her eyes and preparing her hind legs. Rainbow Dash quickly scrambled off, floating above the ground as Applejack got back up.

“What happened to you?” Rainbow Dash asked, still looking quite dumbfounded.

“Well, long story short, a changeling knocked me out and put me in one of those chrysalis things ta turn me inta a changeling! Probably the Changeling Queen herself, since Ah saw her when Ah woke up once.” Applejack explained, “Ah managed ta escape, but not soon enough ta avoid this.” She fluttered her new insect wings for emphasis.

“Hmm, that would explain why you’ve been so irritable lately, if a changeling had taken your place all this time.” Rainbow Dash said. A realization suddenly hit her. “Ugh, now I feel like a terrible friend for not figuring it out sooner!”

“We all make mistakes. Ah won’t hold this against ya.” Applejack reassured her. She turned away from Rainbow Dash, back towards the changelings, and stumbled back in shock when she saw a horde of various ponies surrounding them, including a few copies of Rainbow Dash and Applejack themselves.

“…Maybe we should’ve been paying more attention to the battle.” Rainbow Dash said after a moment of silence.

“Eeyup.” Applejack agreed. She shook her head to snap out of her stunned stupor, and stood back-to-back with Rainbow Dash. “Well, this is a problem. We’re goin’ ta need ta separate.”

“What?! Split up; are you crazy?!” Rainbow Dash asked her, the surprise clear in her voice.

“Just trust me! Ah know which of these ponies here are really ponies and which ones are changelings. Ah can fight them easily, but Ah don’t want ya getting’ mixed up and tricked in this.” Applejack explained, “So Ah’ll stay here while ya fly off somewhere else, and we’ll stay separate. If Ah come up ta ya, assume Ah’m an imposter and attack, got it?”

Rainbow Dash thought about the plan for a moment, then smirked mischievously. “Sure, I got it. Besides, I’ll be able to fight a lot better without having to worry about protecting your half-changeling hide the whole time!”

“Yer really askin’ for it, ya know that?” Applejack growled, giving the pegasus a dangerous glare.

Rainbow Dash chuckled in response. “Good to see you’re just as serious as ever, AJ!”

Flaring her wings, Rainbow Dash shot off into the crowd, knocking away several ponies as she flew. Applejack watched her go, and as soon as the pegasus disappeared from sight, she turned back towards the ponies covered in green flames that only she could see.

Applejack pawed the ground in challenge, her wings fluttering with agitation. “All right, then. Come at me, ya no-good overgrown parasprites…”


Mirror turned down another alley, emerging back into the open streets of Ponyville. A few seconds later, General Carbon followed after her, the two shooting past the ranks of changelings still in the sky. Mirror noted with satisfaction that she was easily outspeeding the general thanks to her lighter, more streamlined pegasus body compared to Carbon’s winged earth pony body. This is good. In a battle of speed, pegasus always beats earth pony!

A flash of green in the corner of her eye caught Mirror’s attention, and she turned her head back just in time to be tackled by a pink and blue blur. Mirror smashed into the ground, the speed and impact finally shaking her out of her transformed state. Looking up, she saw General Carbon standing above her, now in the form of a pink pegasus mare with a messy blue mane and tail and a cutie mark of two blue lightning bolts.

Mirror’s eyes widened as she recognized this pony. “That pony…isn’t that the famed Wonderbolt, Firefly?”

“That’s right.” General Carbon said, slamming a hoof down onto Mirror’s chest, eliciting a grunt of pain. “And unfortunately for you, a Wonderbolt is far faster than any common pegasus!”

“Surprise is not a common pegasus…” Mirror hissed at the changeling general.

“I don’t care what she is.” Carbon said. A cruel smirk adorned his face “Let’s see you try to outspeed me now!”

“I don’t have to!” Mirror growled. A green cocoon enveloped her, leaving a yellow mare with a long pink mane in her place. The pony smirked and kicked up her hind legs with surprising force, launching Carbon’s light pegasus body a good distance away.

Mirror stood up and looked over her body. She noted that it looked almost exactly like Fluttershy, except for two clear differences: a trio of tulips instead of butterflies for a cutie mark, and no wings. I saw this pony in one of Fluttershy’s scrapbooks. Posey, I think it said her name was? I’ll have to ask Fluttershy who this is later on.

Mirror kept her smug grin as she watched the general get back up. “In a battle of strength, earth pony always beats pegasus! You should know that one, sir!”

Carbon snorted angrily. “You cocky little soldier! I’ll teach you your place!”

The changeling general took to the air and shot towards her. Mirror froze, suddenly realizing that she couldn’t match his speed with her current body as he smashed into her. The two tumbled down the street, finally stopping when the general pushed her head-first into the wall of a building and Mirror reflexively lashed out with her hind legs into his head. The sudden hits disorientated both changelings, reverting them back to their original forms.

Despite the blow, General Carbon maintained his hold on her, his horn beginning to glow with deadly power as his dizziness wore off. “You’re a skilled shapeshifter, but you can never hope to match a general in experience and power.”

Trying to focus through her own dizziness, Mirror closed her eyes and concentrated. A crackling ball of green energy slowly began to form in front of her horn, causing the general to stop charging his own spell in surprise.

“What are you-!” The ball of magic suddenly expanded outward and exploded, knocking Carbon into a building across the street and almost driving Mirror through the wall she had been held against. Several new holes and craters now laid smoking in the buildings and ground around them. Mirror let out a low groan of pain as she rested in her own miniature crater.

A strange tingling sensation separate from pain suddenly went through Mirror’s exoskeleton. She looked at General Carbon, who seemed to be experiencing a similar feeling, judging by his surprised expression. Green flames suddenly surrounded the lower half of Mirror’s body, leaving behind a dark blue fish tail in its place. Unbalanced, Mirror fell forward onto her face, her tail flopping over above her head.

A burst of light from Carbon’s direction caught her eye, and Mirror looked to see a small changeling hatchling trying to lift off a helmet that was far too big for him. Crawling out from under it, the hatchling glared at Mirror, fury burning in his large blue eyes.

Mirror couldn’t help bursting out laughing at the sight. The de-aged general continued to glare at her. “Zzstop laughing! Thizz izzn’t funny! It’zz your fault, anyway!”

The childish buzz in his voice only made her laugh harder. “I forgot you talked like that as a hatchling!” Green light unexpectedly engulfed her once again, returning her to pony form. Looking at herself, she seemed to be in her Surprise form, though the blue fish tail remained. Another burst of light, and two large brown griffin wings had replaced her white pegasus ones. “Okay, what’s going on?”

“You jumpzzstarted the Poizzion Joke’s effectzz, you idiot!” Carbon yelled, his voice high-pitched and angry.

“What?” Mirror asked, her left hoof suddenly transforming into a lion paw.

“Your magic! Your out-of-control magic wazz a mix of multiple typezz! It made the Poizzon Joke zzstart early!” Carbon told her.

“Oh.” A single antler sprouted from the right side of Mirror’s head. “…Oops.”

General Carbon just cried out in rage. His horn glowed as he tried to launch an attack, but his younger body didn’t have the power to fire off more than a small ball of energy, which missed Mirror entirely as it struck the wall above her. She looked up at the little hole it left behind, noting that her own wild magic had resulted in more destruction than that.

“You…can’t change back, can you?” Mirror asked after a moment, though she already knew the answer. The young general’s annoyed expression confirmed it. “Hah! The great General Carbon, reduced to a child! Oh, this is priceless!”

A green light engulfed the lower half of her body once more, leaving her with back hooves once again, but also a large, plated tail with a spiked ball at the end. Unprepared for the sudden increase in weight, Mirror’s tail smashed into the ground, leaving cracks where it hit. Struggling to move, she found that the new appendage was too heavy for her current body. “…And, now it’s not! Stupid Poison Joke, messing with my shapeshifting!”

Carbon smirked at her distress and started shooting multiple orbs of fiery magic at her. Mirror’s expression changed to one of fear, and she tried willing her body to change into something more maneuverable. More fire covered Mirror’s form, clearing to reveal a long row of yellow spikes trailing down her body and down a white dragon tail, claws on her hooves -the lion paw had disappeared- and one draconic eye. Flying through the hole in the building she had made herself, she landed in a spa that looked to be the one that Fluttershy had told her about. Jumping in front of a mirror, she ducked as the orbs sailed overhead. She got back up and looked at her reflection.

“Hey, I’m a kirin!” Mirror said, looking at her draconic features as well as her single antler. The only things out of place were the griffin wings. She turned to General Carbon who was hovering in the wall’s opening with his tiny wings, panting from the magic exertion. “I look cool! My curse is better than your’s!”

Her taunting only served to anger Carbon further. “Pleazze! At least my curzze is controllable, unlike your’zz!”

Fueled by his anger, the general started firing orb after orb of magic at Mirror, who ducked, jumped, and dodged to avoid them. As weak as the attacks were, they were quickly leaving the room in ruin, and Mirror’s constant movement seemed to be triggering her random transformations more often. Finally, she turned and tackled the hatchling, wrapping him up in the tentacle her right forehoof had turned into.

“Wait a sec, where did this come from? I don’t remember having turned into anything with tentacles before!” Mirror said. Shrugging, she smirked at Carbon, who struggled uselessly in her grip. “Not so easy to fight when you’re the size of a foal, is it?”

A cocoon of green fire exchanged Mirror’s back legs for a tail once more, and she fell onto her face again. Her grip on Carbon slackened, and the young changeling scrambled out and flew across the room. Smirking, he charged up one large spell and fired it at the downed Mirror, who was blasted into the side of the spa’s hot tub. Several bottles fell down from the impact, one of which landed in Mirror’s hooves –well, one hoof and one talon, thanks to another involuntary morph- with its label facing her. To Mirror’s delight, it read “Super Natural Remedy for Poison Joke.” That’s convenient!

Mirror stood up and showed the bottle to General Carbon, who was hovering on the other side of the room. “Look, this here is the cure for Poison Joke! Neither of us can really operate like this, so I’m going to pour this in that tub over there, and you’re not going to attack me until we’ve both bathed in it and gotten back to normal, okay? So what do you say, truce?”

Carbon looked over Mirror. Her mismatched body was currently composed of a changeling main body and forehoof, a griffin talon and wings, a scorpion tail, a dragon lower body and hind leg, a seal flipper, an antler, and a single timberwolf fang. He then looked over his own body, a young changeling hatchling with an annoying voice buzz and little fighting ability that couldn’t even fit into his own armor.

After several moments, the general conceded. “…Truzze.”


Twilight fired off another beam of purple magic, swinging it around to knock back a wave of changelings. She quickly summoned up a barrier as three blasts of green magic came crashing into it, then expanded the shield outwards to hit the changelings surrounding her and send them flying away. Now having a moment of freedom to spare, Twilight looked over towards Rarity and Sparkler.

The older unicorn was crouched before her younger cousin, their horns touching and a sort of healing spell passing between them. Slowly, Rarity’s agonized expression relaxed until she opened her eyes and looked up with confusion at Sparkler. The mare said a few words and smiled before turning and running off down the street, leaving Rarity to stare after her, the puzzled look never leaving her face.

A hiss from behind caught Twilight’s attention, but before she could turn, a changeling tackled her and pinned her to the ground. Twilight struggled beneath it as more approached. Just before she started charging for a teleportation spell, however, a burst of green fire shot out and knocked the changeling pinning Twilight off her back. The other changelings leapt at the unicorn, but she teleported away before they could reach her, appearing outside the crowd and firing a particularly large blast to take them all out.

Turning around, Twilight searched for the source of the blast that had helped her. She smiled when she found it in the form of a changeling with purple eyes and no wings.

“Ditto!” Twilight cried out happily, running over and embracing the changeling. The rush of joy soon wore off as she remembered the last few words they had shared before the invasion. She pulled away to scold the changeling. “What are you doing here? I told you to run! You’re in a lot of danger if you stay here, Ditto!”

Ditto winced at the unicorn’s harsh tone, but gathered her nerves and looked Twilight steadily in the face. “I know, but you and everypony else here are in danger too, and I couldn’t just run and hide while you fought back. You’re one of my closest friends, Twilight; I had to come back and help!”

Twilight’s stern look shifted to one of surprise, then slowly softened into a warm smile. Despite the chaos going on around them, she pulled Ditto into another hug. A thunderous burst of magic suddenly flashed over them, and several changelings fell out of the sky, encased in bluish-green crystal. Startled, both broke away to see Rarity watching them with a smug grin on her face.

“Honestly, as much as I love watching this heartwarming display of yours, you two really should be paying more attention to what’s going on around you.” Rarity said, giggling softly at their shocked expressions.

Twilight stared at the unicorn, her mouth agape. Ditto gave a concerned look over her friend. “Um, Twilight?”

“H-How did you do that?!” Twilight stuttered, looking around at the frozen changelings. “I’ve never seen you do that before!”

“Well, I’m not complete sure, but I assume it has to do with Sparkler lending me some of her power before she…left.” Rarity said, her expression thoughtful. “She knew a similar spell, so I tried replicating it. It seems to have worked, though, so I for one am not complaining!”

Twilight thought about the answer for a bit. “That makes some amount of sense. I’ll look into it some more later, though.”

Ditto looked up at the sky, where more changelings were coming in. “Twilight, Rarity? Maybe we should focus on the battle first?”

Startled, Twilight nodded, looking somewhat embarrassed at having forgotten. She quickly shifted back into a battle stance. “Right. Ditto, you can handle yourself, can’t you?”

Ditto smiled and nodded. “Don’t worry about me, Twilight. My magic is stronger now; I can fight.”

“Good, then I’ll leave you to it, then!” Twilight said, breaking away from Ditto and running to join Rarity. The two unicorns stood back-to-back against the surrounding changelings.

“Rarity, if you don’t mind me asking, what happened to you back there?” Twilight asked, firing off a magic blast that took out three changelings. “You looked like you were in pain. Were you hurt?”

“I don’t know; when all those changelings revealed themselves, it felt like something inside my mind started attacking me.” Rarity explained, uncertainty clear on her face. “Sparkler performed a healing spell on me before leaving, though, so it shouldn’t be a problem anymore.”

“Where did she go, anyway?” Twilight asked suspiciously, still thinking about what Rarity had said.

“She said she had something to take care of, but I guess she gave me some of her power so I could fight in her stead.” Rarity said, hitting a changeling that got too close with a right hook before freezing it in crystal. “So, who’s that changeling you seem so fond of?”

Twilight raised an eyebrow at the sudden change in topic, but didn’t press the issue. She looked at Ditto, who seemed to be fighting less and concentrating more on the other changelings. Twilight briefly wondered if she was trying to communicate with them instead. “Her name is Ditto. I found her injured in the library the morning we returned from Canterlot. I was skeptical at first, but she seemed harmless enough, so I’ve been taking care of her all this time.”

“And you didn’t tell us?” Rarity asked.

“…No, I didn’t.” Twilight admitted, looking ashamed. “I panicked. I was scared of what would happen if anypony found out I was harboring a changeling, so I kept Ditto a secret from everypony, including my friends. I’m sorry.”

“Well, judging by the way everypony reacted to Ditto and Mirror, your fears may not be completely unfounded.” Rarity said. She saw one changeling charging up its magic, so she leapt forward and delivered a spinning kick to the side of its head while Twilight covered them with a barrier to defend from the invaders’ aerial assaults.

Given a moment of respite, Rarity turned toward Twilight. “Speaking of which, did you know? About Mirror being a changeling, that is?”

Twilight looked away from Rarity once more, a solemn and guilty expression on her face. “Yes, I did.”

Several blasts of green magic suddenly struck the barrier at once. Unprepared for such an assault, the shield shattered and Twilight stumbled back, momentarily stunned. Opening her eyes, Twilight saw a large shadow glide over her. Thinking it was another changeling, she readied her magic for attack, but when the figure landed and turned around, her shock stopped her cold.

A mare clad in a full-body purple and blue suit with a cape, wide-brim hat, and an emblem with a “M” on it stood before her. The mare turned her head toward Twilight, her expression unreadable behind her mask.

“Mare-Do-Well!” Twilight gasped, the shock of seeing the mysterious hero she and her friends had once played for the sake of an important lesson keeping her from saying more.

Remaining silent, Mare-Do-Well ran over to Twilight and motioned for the unicorn to follow her. Though shocked and confused, Twilight complied, running after her towards the alleyways between buildings. As she ran past Rarity, who was busy knocking several changelings senseless with kung fu, she called out, “Rarity, cover for us!”

Rarity turned toward Twilight, her confused look only becoming more so at the sight of Mare-Do-Well. A sudden tackle by a changeling interrupted her thoughts, and she knocked the creature off before standing back up, dusting off any dirt that might have stuck to her coat, and slipping back into a fighting pose. Looking at the large number of changelings filling the area, Rarity closed her eyes and concentrated on summoning up the two stores of magic within her; one her own and one her cousin’s. “Alright Sparkler, let’s see what else you have in store…”

An idea came to her, and she focused on it with her magic. When Rarity opened her eyes again, a number of bluish-green gems floated around her, smaller than the ones she used to trap the changelings but large enough to be used as projectiles. A mischievous smile crossed Rarity’s face, the crystals levitated threateningly. “Oh Sparkler, you certainly are something else…

Twilight, meanwhile, had just realized she was following a masked stranger into a secluded alley. Suddenly stopping, she lit up her horn and filled the alley with a purple light. Mare-Do-Well stopped and ran back to Twilight, shaking her head frantically and pointing up toward the sky, where several changelings were approaching the source of the bright light. As Twilight looked up, Mare-Do-Well flicked the unicorn’s horn with her hoof, extinguishing the magic glow.

Flinching from the sudden disruption of her magic, Twilight soon recovered, only to find that Mare-Do-Well had disappeared. Looking around frantically for the caped pony, the sounds of conflict echoed above Twilight, and when she looked up, she found the sky above the alley suddenly devoid of changelings. A tap on the cautious unicorn’s shoulder sent her shooting five feet into the air in surprise to land in a heap in front of Mare-Do-Well. The masked mare held a hoof to her snout, suppressing a silent giggle.

With Twilight still lying on the ground, Mare-Do-Well pulled down her mask to reveal the smiling face of Pinkie Pie. “Surprise! Hi Twilight, what’s up? Besides the sky and the changeling invasion of Ponyville, of course!”

“Pinkie? What are you doing here?” Twilight asked, getting back to her feet to face the earth pony.

“What does it look like?” Pinkie asked, flipping up the cape of her costume. “We’re here to help! I was just hopping along the rooftops, taking out all the bad changelings when I saw you girls and decided to jump in and help!”

“And you’re dressed up as Mare-Do-Well because…?” Twilight asked.

“I thought it would be cool.” Pinkie said simply. “And fun. Can’t forget fun.”

“Right, of course.” Twilight said, rolling her eyes for thinking there could possibly be a more sensible reason. Her attention was suddenly drawn to another thing that Pinkie had said. “Wait a second, did you say ‘we’?”

“Yup! Me, Fluttershy, and Matchie; we all came back to help save Ponyville!” Pinkie Pie explained.

“Ugh, first Ditto, now you three. Does nopony listen to me when I tell them to get out of Ponyville for their own good?” Twilight asked.

Pinkie shook her head. “Nope!”

Twilight groaned in frustration and facehoofed, prompting Pinkie to giggle at the action. “Ah, cheer up Twilight! We can take care of ourselves!”

“Where are Fluttershy and Mirror, anyway?” Twilight asked.

“Matchie’s off teaching that mean old General Carbon a lesson, and Fluttershy’s keeping an eye on them!” Pinkie replied.

Concern for the two filled Twilight as she remembered her own encounter with the changeling general. “Are you sure they’ll be okay?”

Pinkie Pie waved a hoof dismissively. “Of course I’m sure! They’ll both be fine!”


“Alright, stop that right now!” Mirror shouted, “The Poison Joke may have turned you back into a hatchling, but you still have the mind of an adult and I know you’re doing this on purpose! Now stop acting like a spoiled foal and stop blowing holes in the wall!”

The miniscule general, who had been waving his hoof in a ‘blah blah blah’ motion, stuck out his tongue and smirked at Mirror’s screech of frustration. For good measure, he shot a small burst of magic at the ceiling above Mirror, destroying it and sending rubble raining down on her head.

“Thizz would not be happening if you hadn’t zzstarted the effectzz early.” Carbon said, ignoring her angry hiss. “Zzso it’zz your fault!”

Mirror gave him one last venomous glare before going back to adding the healing herbs into the hot tub, the bottle wrapped firmly in the tentacle that currently replaced her right forehoof. “At least I’m not the one with the annoying buzz in their voice!” She muttered loudly. It was a childish and somewhat petty statement, but it had the desired effect of wiping the smug grin off Carbon’s face.

The tentacle holding the bottle suddenly turned back into a hoof, forcing Mirror to engage in impromptu juggling and eventually to grab it in her mouth to avoid dropping it. She sighed inwardly in relief, only to freeze as her teeth transformed into the razor-sharp points of a crocodile, shattering the bottle in her jaws. Just perfect…

Letting the remains of the bottle fall into the tub, she coughed and sputtered at the bitter taste of herbs in her mouth. After recovering, Mirror smacked a now draconic claw into her face, convinced that some higher power enjoyed messing with her just for the sake of it. Deciding that the cure was ready, Mirror prepared to go grab General Carbon and bring him into the tub with her. You’re lucky I’m one of the good guys or I’d just leave you like this!

Of course, as soon as Mirror took off into the air, one of her wings disappeared in a flash of green fire and sent her crashing face-first into the floor. “Oh, for Chrysalis’s sake!”


Pinkie Pie blinked once, a puzzled look on her face. “Hmm. Maybe I should go back and help them…”

“No time for that! You have to help us right now!” Twilight said, telekinetically pulling on Pinkie’s cape as she tried to leave and dragging her back to the open streets.

Emerging back into open space, the first thing Twilight noticed was Rarity standing in the midst of a whirling storm of gems, laughing somewhat maniacally as she fired crystal projectiles at every changeling in sight. Twilight just stared at the sight, mouth agape and eye twitching.

“Huh, but, what? Where did she get that sort of power? Is that all from Sparkler?!” Twilight asked. She groaned in frustration. “I’m really going to need to research magic energy transfer to see how such a large boost is even possible. What do you think, Pinkie?”

No answer came, and when Twilight turned around, a jolt of shock struck her as she saw that Pinkie Pie was nowhere to be found. She looked around for the earth pony. “Pinkie?”

Looking up, Twilight saw Pinkie Pie, her mask hiding her face once more, jumping across the building rooftops, taking out any changelings that got too close to her. The caped pony turned and waved at her before going back to her work.

“Right, of course, fighting, got it.” Twilight sighed. Scanning the area, she noted that there seemed to be even more changelings attacking than she originally thought. Deciding that she needed a way to repel the invaders for a while, Twilight looked around for anyone who could help her. Much to her delight, she soon found what she needed: Grimoire of the Canterlot Guard, who was standing protectively over the unconscious body of Spell Tome as he faced down an oncoming group of changelings.

“Grimoire!” Twilight called out, running over to the stallion and helping him to blast away his attackers.

“Miss Sparkle!” Grimoire said, his expression shocked, then apologetic. “I must apologize for our behavior earlier. I let my anger blind me when I should have listened to you and not have assumed the worst. I’m sorry.”

I forgive you, but that isn’t important right now!” Twilight said, though she was pleased that her had the humility to say sorry. “I’m going to perform Shining Armor’s barrier spell, but I need time to charge it. “Can you shield me until it’s ready?”

“You have my word.” Grimoire nodded. The guard’s horn glowed and projected a light blue shield over the three unicorns.

Underneath the magic shield, Twilight closed her eyes and began to focus her magic. As she gathered her power, Grimoire concentrated on maintaining his spell, which proved to be a difficult task as the changeling invaders covered themselves in green fire and began to ram the barrier. Grimoire found himself unable to withstand the assault, and with each hit, the shield shuddered and cracked before finally shattering. As the barrier broke, five changelings overran Grimoire, and several others flew towards Twilight as well.

The struggle had brought Twilight the time she needed to finish charging her spell, however. Opening her eyes, which glowed white with power, a bright light burst forth from Twilight’s horn and formed a purple bubble that expanded out around the unicorn. The barrier grew outward over the area, shattering the gems Rarity had conjured on contact while leaving the unicorn herself unharmed, while Pinkie Pie jumped down in front of Ditto and wrapped her cape around the changeling, shielding her from the spell’s effect. All hostile changelings hit by the bubble, however, were sent flying far out of Ponyville by the impact.

Soon, though, the barrier disappeared and Twilight’s magic settled back down to normal. A peaceful silence fell over the area as the fighting momentarily ceased. The unicorn lamented being unable to make her barrier strong enough to completely purge Ponyville of the changeling threat, but having at least a few minutes of tranquility was more than welcome.

“You certainly live up to your status as the Element of Magic, don’t you?” Rarity praised, walking up to Twilight and smiling. “That was very impressive, Twilight!”

Twilight blushed in modesty. “Oh, it wasn’t that big of a deal. I’m not the only unicorn to do it, after all. Your magic was much more impressive!”

Rarity giggled at the compliment. “Oh Twilight, I’m flattered you think that, but the truth is that I wouldn’t have been able to do half that much magic without Sparkler’s help!”

The white unicorn looked away, bemusement clear on her face. “I really do wonder where that unicorn went off to…”

Pinkie Pie came up to the two, Ditto following close behind her. She pulled down the mask and grinned cheerfully. “Wow, we’re doing great! I haven’t had this much fun since yesterday! Yup, prank extravaganza, good times…”

“Pinkie? What are you doing dressed up as Mare-Do-Well?” Rarity asked, though she couldn’t help feeling some pride at seeing the pony wearing her handiwork.

“I thought it would be fun!” Pinkie said as though that were a completely viable answer.

Ditto looked much more concerned about the situation than the other two, however. “There will be more coming, you know. They replaced a lot of ponies, and I wouldn't be surprised if there were more hiding out in the Everfree Forest. It won’t be long before more changelings arrive.”

“And we’ll be ready for them when they come!” Twilight said, determination shining in her eyes. She turned to Grimoire, who was slowly approaching them while supporting a barely-conscious Spell Tome. “How are you feeling?”

“The enemy got the best of us, but we’ll live.” Grimoire wheezed, wincing in pain. “Not sure how much longer we can hold out without rest or healing, though.”

Twilight nodded, taking in the two guards’ injuries. She turned and began to analyze the states of her friends. Rarity was limping slightly on her right forehoof, and a few patches of fur were singed from where some bursts of fire had grazed them, much to the unicorn’s displeasure. Ditto’s broken leg had been agitated by constant dodging and movement, and several scrapes and cuts were visible on her carapace. Pinkie Pie had the fewest injuries, but even she hadn’t escaped unscathed, if the tears in her costume from where the changelings had managed to hit her were any indication.

“Alright everypony, get close to me. I know a few healing spells that should be able to help.” Twilight said, her horn glowing in preparation for casting. “We’re all going to need to be in top condition, because this battle isn’t over yet!”


A now fully-changeling Mirror leaped out of the nearest hole in the spa’s wall and pressed herself against the ground right as a large bolt of green magic sailed over her. Quickly changeling back into her Surprise form, she shot off into the air a second before a fully-aged General Carbon followed her out into the open, his eyes blazing in anger as he fitted his armor back onto his body.

“I help you return to normal out of the kindness of my heart, and you repay me by trying to kill me right after? You’re an ungrateful jerk, you know that?!” Mirror shouted down at the general, fuming from the cheap shot.

“How many times do I have to tell you that everything that’s happened to you is ultimately something you’ve brought upon yourself?” Carbon growled, flapping his wings in agitation. “If you hadn’t chosen to fight against us, I wouldn’t have a reason to fight you.”

“I’m only fighting you because this entire invasion plan is insane!” Mirror yelled, shooting toward the general as her flew up to meet her attack. The two changelings began to exchange blows in the air, though it wasn’t long before Carbon’s aggressive assault forced Mirror on the defensive instead.

“Can’t you see how doomed this plan is?” Mirror asked between blows, scoring a good hit on Carbon’s chest and forcing him back a short distance. “You’ll bring the wrath of Celestia upon our heads, and then where will we be? Dead! And that’s not even taking into account Luna!”

“Oh, I’ve taken them both into account.” Carbon said, rushing in and kicking her away. “As powerful as the princesses are, even they will have to conform to our demands when the lives of their subjects are at stake!”

“And what are these demands?” Mirror asked, “The princesses are more clever than you give them credit for. You’re putting the entire swarm in danger with this!”

The general opened his mouth to retort, but a sudden wave of magic washing over the two changelings cut him off abruptly. As the wave passed, Mirror could see a large purple bubble growing on the other side of the town. Fear filled her at the thought of being hit and blown out of yet another city, but the barrier faded long before it reached her. She could still see dozens of changelings flying out of Ponyville as a result of it, though.

“What was that…?” Mirror asked herself, hovering and staring at the place where it vanished.

Her brief contemplation ended when a green bolt of magic struck her right wing. The wing crumpled, and the stunned pegasus-changeling plummeted to the ground. She let out a cry of agony as she landed on her injured wing, instantly reverting back to changeling form and falling silent.

Mirror laid there unmoving, taking in quick, shallow breaths. Panic overtook her rational mind as the constant burning pain and reality of the situation hit her. It’s broken, it’s broken, oh Chrysalis, it’s broken! It’s broken and I won’t be able to fly and oh Chrysalis, it’s broken it’s broken it’s broken-

A hoof slamming down on her shell broke her out of her hysteria. The panic faded, and Mirror’s breathing slowed back to normal as she turned her head up to see General Carbon standing above her, his smile cruel and his horn glowing threateningly. “Well, this has been fun. You’ve certainly put up more of a fight than I expected from a mere soldier, but I have an invasion to command and it’s time you were taken care of! Any last words?”

Mirror narrowed her eyes and directed her most hate-filled glare at the general. Burning anger filled her; he had broken her wing, hurt her friends, endangered the swarm, and basically did everything that would earn her scorn and fury. The changeling promised herself that if she truly was meant to die here, she would go down fighting.

“Go choke on my hate!” She hissed, venom lacing her every word. She waited for his next move while she gathered her magic, preparing to cause another explosive magic backlash if it became necessary.

Carbon recoiled slightly, startled by the harsh changeling curse. He glared down at her, his horn glowing and ready to strike. “You contemptuous little-!“

He never finished, because at that moment a clothed hoof struck the side of his head with near-blinding speed, knocking him off the younger changeling. The sudden hit succeeded in dislodging his helmet and sending it skidding across the ground, away from the downed general. Surprised by this turn of events, Mirror let her magic recede and gazed up to see Mare-Do-Well standing before her. The wings flared out from underneath the cape, however, told her exactly who was beneath the mask.

“Fluttershy!” Mirror cried out happily, scrambling to her hooves. As soon as she did, though, she let out a strangled cry of pain and examined her hurt wing. The damage was fully visible in her true form; the wing was bent and crumpled like paper and burnt horribly along the edges. The sight nearly made her break down and cry again.

Fluttershy pulled down her mask and gazed sympathetically at the changeling, unsure of what to say. “Mirror…”

“My wing…Fluttershy, my wing…” Mirror sobbed, distress clear in her eyes. “I…I just lost my horn…I can’t lose my wings, too…”

Fluttershy pulled the upset changeling into a comforting hug, whispering soothing words to her. “There there, it’ll be alright. When the invasion’s over, we’ll go see Twilight. She knows a lot of spells; I’m sure she’ll find one that can fix your wing.”

“…You really think she can do that?” Mirror asked, a trace of hope shining through her despair.

“Of course! Twilight’s a very talented unicorn; she’ll have something that can help.” Fluttershy smiled warmly, carefully concealing any hint of doubt she felt. Nevertheless, her words had their intended effect: Mirror had renewed hope that her wing could be salvaged and was managing to rein in her emotions to calm down. The changeling turned and steeled herself for battle just as General Carbon got back up, not bothering to retrieve his lost helmet.

Ignoring her sore body, Mirror readied herself to attack. The sound of buzzing grew louder in her ears, but she paid it no mind until she heard Fluttershy whisper her name in an urgent tone. Turning, Mirror saw the pegasus nervously looking toward the sky and followed her gaze to see dozens of changelings flying towards Ponyville. A well of frustration rose up inside her. Great, more reinforcements.

But looking back at General Carbon, she didn’t see any delight in the changeling’s face at the sight. Rather, she could see a trace of apprehension, and she soon found out why when the new changelings charged at the general’s forces and engaged the invaders in combat. As the sounds of changeling battling changeling rose up around them, Mirror and Fluttershy exchanged stunned looks, unable to believe their stroke of luck.

A single changeling touched down on the ground in front of the two. Recognizing her, Mirror instinctively shrunk away from the changeling’s glare, though she noted that it was much less harsh than the last time she had seen it. “G-Golden Harvest?”

Fluttershy’s eyes widened in shock as she heard the name and put the pieces together. “Carrot Top?”

Golden Harvest hissed softly and turned away from the two. “Unfortunately…”

Mirror flinched at the anger in the former-pony’s voice and racked her brain for something to say. “I…I’m glad you’re okay. I was worried about you.”

“You? Worried about me?” Golden Harvest repeated incredulously.

“Well, yes. Seeing you so angry that time made me feel terrible about not helping you.” Mirror admitted, “You were right; no one should have to be changed into something else against their will.”

Golden Harvest continued to look anywhere but at the changeling, though a hint of guilt now adorned her face. “Yes, well, I may have been a bit out of line myself. I’ve had time to think about everything, and, well, you didn’t put me in that chrysalis, so I can’t really blame you for it, can I?”

“…So, you forgive me?” Mirror asked uncertainly.

Golden Harvest still looked really uncomfortable. “Uh, well, how about this? You’re sorry for not helping me when I needed it, and I’m sorry for losing it and trying to kill you. We’re both sorry, let’s leave it at that!”

Mirror just smiled and nodded, relieved that the synthetic changeling didn’t hate her anymore, even if she still hadn’t forgiven her completely. “Okay, that’s fine. I’m just…happy to see you’re all right. What happened to you that night, anyway?”

Golden Harvest hissed angrily and began to walk past the two. “What happened? Your family brought me back to their hive and tried to rehabilitate me into being one of their loyal drones, that’s what happened!”

Mirror was struck silent as she tried to remember where she had heard the term ‘rehabilitate’ before, leaving Fluttershy to speak up instead. “W-What? Are you okay?!”

Golden Harvest snorted and gave them a level stare. “Of course I’m okay. I’ve said this before: I’m a pony through and through; I’m just a little different now. I’d never let them break me. Now if you excuse me, I have to go save my home!”

With that, the synthetic changeling took to the air, lunging at the nearest changeling with a vicious battle cry. Fluttershy extended a hoof futilely toward her, a cry of “wait” caught in her throat, while Mirror suddenly remembered with a jolt of newfound horror and a hint of shame just what rehabilitation was.

“But, I don’t get it.” Mirror mused, catching Fluttershy’s attention. “If Golden Harvest was supposed to be rehabilitated, then who let her leave before it was completed?”

“An excellent question, and the answer is…me.” An eerily familiar voice reached Mirror’s ears, and she turned to see a unicorn slowly approaching her and Fluttershy. The mare wore a cheerful smile and cocked her head childishly as she looked them over.

At first glance, Mirror thought that the unicorn must be closely related to Twilight, the only differences being her colors and cutie mark. The mare was a pale pink color, with purple eyes and a white mane and tail with a purple stripe running through them. Seven purple stars made up her cutie mark. The strangest part, though, was her voice, which sounded identical to Twilight’s in every way and was what really helped Mirror make the connection between the two.

The unicorn giggled at their astonishment. “Oh, don’t mind me, I was just having a friendly chat with the general when I heard your question and decided to jump right in! Isn’t that right, General?”

General Carbon refused to say anything, opting only to hiss softly and glare at the unicorn with both scorn and caution. Mirror looked between the mare and Carbon, wondering what she could have said to evoke that sort of reaction from him. No, not a mare; she’s definitely a changeling. But who?

“Who…who are you?” Mirror asked, finding her voice again as she addressed the transformed changeling.

The unicorn seemed taken aback by the question for a moment, but recovered a moment later. “Well that depends, really. In this form, I’m known as Twilight Wish, but in my true form…” A cocoon of fire engulfed her, dying away to reveal a minute changeling wearing a chestplate and a large, frilled helmet. Mirror gasped aloud in recognition.

“High-General Double, at your service!” The changeling proclaimed, bowing for good measure. “Except not really, in fact you should be at my service because I’m pretty sure I outrank you, but you know what I mean!”

Mirror cocked her head in confusion. She had always found the High-General to be very strange at best, but she seemed extra puzzling today. “High-General, what are you-!”

Double flew over and slapped a hoof over Mirror’s snout before she could finish. “Hush now! We’re just here to help stop this senseless invasion before it gets us all killed. Evoking the wrath of the sun and moon princesses is a big no-no! Now, you and your friend are going to run along and help clean things up while I finish dealing with mean old General Carbon, capiche?”

“But-” Mirror tried as the hoof was pulled away.

“What’s this? You don’t want to listen to your High-General?” Double interrupted, putting on a pouting face.

“No, of course that’s not it!” Mirror panicked, backpedalling slightly.

“Then go! I can take care of things here, no problem!” Double said, smiling once more. “This is my battle now, not yours, so go!”

“…Okay, if those are your orders.” Mirror said at last. With one last glance at General Carbon, who had been eerily silent for a while, she turned to leave. A few unsteady steps and stumbles soon showed that the battle had taken more of a toll on her than she thought, so Fluttershy stepped up to support her, being sure to stay on the changeling’s left side to avoid hurting her crippled wing.

As the two left in search of their friends, Mirror tried to strike up a conversation with the pegasus. “You know, that was one amazing hit back there; you knocked his helmet off and everything! I didn’t know you had it in you!”

Fluttershy looked away from the changeling’s smiling face, her own heating up in embarrassment. “Oh, that. I’m…not fond of violence; I try to avoid it when I can. But if it’s for the sake of my friends…”

“Well, that’s fine; you don’t always have to rely on violence to solve your problems. Shame my problems seem to require it, though.” Mirror muttered, “By the way, this is a bit random, but there’s something I’ve been meaning to ask you. Who’s Posey?”

Watching them go, Double giggled as Fluttershy stiffened at the question before walking faster, much to the protests of her injured friend. She turned back to General Carbon, flashing him a sinister smile. “So courteous of you to wait for us to finish our conversation, General.”

Carbon ignored the statement, his glare intensifying. “Where’s that old doll you’re always carrying around?”

The High-General frowned, but after a brief moment the ragged plush popped into existence beside her. “Right here. I wanted to keep him out of danger, but since you’re so eager to see him…besides, he’s feeling restless; we both want to see our friends again so much! Isn’t that right, Mr. Smartypants?”

Carbon hissed in disgust at her affectionate attitude toward the doll. “You’re absolutely insane!”

Double grinned mischievously, pulling her doll away. “Ah ah ah! Is that any way to talk to not only your superior, but a prodigy amongst changelings? Or do I need to prove my power to you again…”

General Carbon’s breath caught in his throat, his body freezing up in genuine fear. “You wouldn’t! Not with so many changelings nearby!”

“Oh, but I would!” Double laughed, shifting back into her unicorn form. “Besides, you brought it on yourself! If you hadn’t started this invasion, I wouldn’t have a reason to do this!”

A maniacal smile adorning her face, Double’s horn glowed with a dangerous light. She began quietly whispering to herself. “I wish, I wish, for this I wish…”

As Double finished her chant, Carbon sent out a desperate message to every changeling nearby, both under his command and not. “General Carbon to all changelings within the immediate area: get out of range, now!”

“Dodge this, General! Feel the power of my Starlight Rain!” Double shouted, laughing madly as she fired a single green spark into the sky. Every changeling in sight made a mad dash to escape as the spark reached a high point and exploded, a green ring expanding from it as ten fireballs rained down like shooting stars. Buzzing his wings, Carbon spun and swerved to get out of the way as four came down around him, one after another, leaving large, smoking craters where they hit. Five others completely missed him, hitting some thankfully empty houses instead, instantly blowing them to pieces and raining ashes down from the sky.

One of them, however, hurtled straight toward a changeling too injured to move out of the way. Seeing this, General Carbon acted quickly, teleporting right next to the changeling and knocking him away. He summoned a magic shield right as the fireball came crashing down on top of him.

The smoke cleared, revealing General Carbon shakily standing, his barrier destroyed but having provided just enough defense to keep the blast from killing him outright. High-General Double stared at him, surprise clearly showing in her normally hard-to-read eyes. “You saved that soldier, nearly at the cost of your own life. You actually care about them, General?”

Carbon glared at her, offended by her astonished tone. “Of course. No matter what, I’m still a general, and it’s my duty to protect my soldiers when I can. A weaker changeling wouldn’t have survived that attack.”

“…You’re a good general, Carbon.” Double admitted. As she continued to speak, though, her eyes grew wide and wild, and her voice increased in volume. “It’s just such a shame you had to go and pull this. Now you’re destined to lose everything!”

The High-General dissolved into loud, excited laughter while Carbon steeled himself for another attack, now far more cautious than before.

“I’ll show you who the stronger of us is, General!” Double shouted, reverting back to her true form. “Let me show you exactly why I’m the High-General of the Changelings!”


Rainbow Dash blew through the streets of Ponyville, barreling into every changeling she saw and stirring up high-speed winds in her wake. No matter how much she fought, though, there seemed to be no end to the invaders, and their numbers seemed to have only increased with time, to the pegasus’s endless frustration.

A wave of magic suddenly washed over her, and she turned to see a purple barrier forming a fair distance away. Rainbow Dash smirked as she realized that only a pony like Twilight was capable of creating something like that, so she was all right after all. Deciding that the unicorn likely didn’t need her help at the moment, she continued on her current path through Ponyville.

Farther down the street, she finally saw something that caught her interest: a wooden stage-wagon with a blue unicorn in front of it. The unicorn wore a purple starry hat and cape, and was defending herself against her changeling attackers by zapping them with lightning from stormclouds she conjured herself. Rainbow Dash stopped and narrowed her eyes at the pony, who she recognized as Trixie, the showmare who had humiliated her and tried to take credit for getting rid of the Ursa Minor from Twilight.

“Ugh, her!” Rainbow Dash growled. Without looking, she kicked a changeling sneaking up on her in the face and flew up onto the roof of a building, where she watched Trixie fight unnoticed.

As she watched Trixie from her perch, Rainbow Dash debated over whether or not she should help the insufferable showmare. Looking away from the unicorn, she stopped as she saw three changelings hovering above Trixie, their horns glowing for attack. As they swooped to dive-bomb the unaware unicorn, Rainbow Dash threw aside her own personal issues to take flight and save her. Flying in, the pegasus bucked away the first two changelings, then dived at the third, grabbing it and crashing down right in front of Trixie.

Trixie jumped in fright as Rainbow Dash landed before her, then calmed down when she recognized the pegasus. “What are you doing here?”

Rainbow Dash was taken aback by the unicorn’s haughty, ungrateful tone. She jumped into the air and glared down at her. “Well, if it isn’t the “Weak and Dishonest Trixie!” Tricked any other ponies with your lies lately?”

Trixie gasped dramatically, clearly offended. “How dare you-”

“Oh, cut the theatrics, Trixie!” Rainbow growled, getting in the showmare’s face. “You know you were too weak to actually do anything about the Ursa Minor, so you had to be dishonest and lie about it, saying you did!”

“The Great and Powerful Trixie did no such thing!” Trixie said, speaking in the third person.

“Oh yeah? What about two days ago, when you claimed that Twilight was a fraud and struck a deal with you to make her look like a hero?” Rainbow Dash retorted, “That was a lie and you know it, so fess up!”

Trixie fell silent and raised an eyebrow suspiciously. “Why are you here? Don’t you have your own friends to help?”

Rainbow Dash knew she was just trying to change the subject, but nevertheless, the question left her speechless. “Um, well, I don’t know where most of them are right now, and when I saw you fighting, I just decided to…help…”

Trixie seemed somewhat surprised by the answer, but she quickly returned to her usual arrogant self. “Well, you shouldn’t have bothered. The Great and Powerful Trixie does not need your help!”

The unicorn’s arrogance sparked Rainbow’s temper once more. “Oh really? What about just a little while ago? There were three changelings ready to pound you into the ground, and you didn’t even know it! If it weren’t for me, you’d be a unicorn pancake!”

Now the surprise stayed on Trixie’s face. She looked at the unconscious changeling Rainbow Dash had taken out, then back at the pegasus herself. “You…saved me?”

“Well, yeah.” Rainbow said, stunned by both Trixie’s question and the fact that she hadn’t referred to herself in the third person. “I may not like you, but I couldn’t call myself a hero if I just let you get-!”

A lightning strike went off behind Rainbow Dash, nearly shocking the Pegasus out of her fur. She whirled around to see two changelings lying on the ground, twitching from the electric shock, along with a dispersing thundercloud. Speechless, she turned to see Trixie, a smug smirk on her face and the light from her horn fading away.

“Trixie has repaid her debt to you.” The unicorn said, “She owes you nothing now.”

Rainbow Dash’s surprised expression quickly shifted to one of mischief as an idea came to her. “…Hey Trixie, how about a bet?”

Trixie raised an eyebrow at that. “A bet? Of what sort?”

“Oh, nothing complicated. Whichever one of us takes out the most changelings by the end of the invasion wins.” Rainbow Dash explained, “If I win, you have to tell all of Ponyville the truth about the Ursa Minor incident.”

Trixie frowned, but considered the idea. “Hmm, and if Trixie wins, you have to be her assistant in her next show!”

“Deal!” Rainbow Dash agreed. She didn’t like the idea of being Trixie’s assistant, but she felt confident that she would win. She spit in her hoof and held it out to Trixie, but the disgusted unicorn recoiled from her hoofbump. Rainbow Dash frowned at this.

“Fine, be that way!” Rainbow Dash huffed, taking to the air.

The two mares began competitively defeating every changeling they could reach, Rainbow Dash knocking them out with her speed and fighting skills while Trixie used her magic to defeat them. As she fought, Rainbow Dash let her thoughts drift to Applejack, one of her best friends transformed against her will, and let her resulting anger fuel her attacks. As time wore on, the pegasus was confident that she was beating Trixie by a long shot.

An explosion suddenly went off, and Rainbow Dash looked up to see a green ring and several fireballs falling from it. Looking at it, she hit upon an idea on how to both win the bet and protect Ponyville. She turned to Trixie, who was currently generating a large thundercloud. As soon as she decided it was big enough, Rainbow swooped in and grabbed the cloud, shooting off high into the air and out of the unicorn’s grip.

“Hey! What do you think you’re…” Trixie shouted indignantly, but stopped as she saw Rainbow let go of the cloud and continue upward a little longer before turning and shooting straight down.

A thunderous boom split the air, and a huge rainbow ring expanded outward above Ponyville. A solid rainbow trailed behind her as Rainbow Dash shot through the thundercloud, atomizing it but cloaking herself in multicolored lightning. Moving faster than sound, the pegasus flew through Ponyville, ramming into and electrocuting every changeling she came across.

At one point, she barreled back Mirror and Fluttershy, barely missing the changeling as Fluttershy pulled her out of the way, then past Twilight and Rarity on the other side of Ponyville a few seconds later. She hardly took notice, though, everything blurring around the pegasus as she continued on her colorful rampage.

Soon, Rainbow Dash flew past Applejack and, recognizing the pony, curved around to again to hit the changelings surrounding her. Applejack jumped back to avoid the lightning-covered blur, but the rainbow trail easily told her exactly what, or who, it was.

“Rainbow…?” The half-changeling muttered, watching as the pegasus shot high up into the air, spinning around to hit the changelings flying up there. A lightning-laced rainbow ring suddenly lit up the sky as all the energy she had gathered was released all at once, and then silence descended over the area. Rainbow Dash hovered in the air for a few seconds, smoke rising from her singed fur, hair, and feathers, before she plummeted toward the ground far below. Applejack stared in horror as several changelings flew towards the unconscious pegasus.

“Oh no ya don’t! Ah’m comin’, Rainbow!” Applejack growled, buzzing her wings and taking flight. Unused to having wings for obvious reasons, she spent a few precious seconds figuring out how to fly straight, then shot unsteadily but quickly toward the falling Pegasus. Some of the changelings went for her instead, but she quickly took care of them with a few solid bucks before firing several wild bolts of magic at the ones aiming for Rainbow Dash. Successfully getting rid of her attackers, Applejack flew up and caught Rainbow Dash in her hooves. She hovered in the air and listened for signs of life from the pegasus.

A soft chuckle rose from the pony, and Applejack looked down at her in confusion. Rainbow Dash opened her eyes slightly, but her gaze was unfocused and it was clear she was only halfway conscious.

“I…totally…beat her!” Rainbow Dash laughed deliriously, “Take that, Trixie! I…so…won!”

With that, Rainbow Dash’s eyes closed and her head slumped backward, the mare slipping into unconsciousness once more. Applejack listened to her steady breathing and chuckled quietly to herself.

“Honestly, yer the craziest mare Ah’ve ever met, Rainbow, and Ah know Pinkie Pie.” Applejack said, shaking her head. “Ah’ll scold ya fer this stupid stunt later. Ya just rest now; Ah can fight fer the both of us.”

A buzzing in her ears told Applejack that more changelings were on their way. The half-changeling let out a loud sigh. “And it looks like Ah’ll have ta…”


An earsplitting boom and flash of light disrupted the two high-ranking changelings before either could strike. Double looked up at the sky to see a rainbow ring bursting outward and broke into a wide smile at the sight.

“A Sonic Rainboom!” Double laughed, buzzing her wings in excitement. “I’ve always wanted to see one of these in person, but they wouldn’t let me leave the hive to see the last three! Ha ha, finally! This is so-!”

A large bolt of magic blasted the High-General and sent her smashing through the closed window of a house. Another beam went through the building, cutting its support and collapsing it on top of the changeling. The light from Carbon’s horn died down as he watched for movement beneath the rubble.

The soft green glow from beneath the wreckage was his only warning before the pile exploded outward. High-General Double hovered above it, her shell battered and her armor dented. Green light enveloped her Mr. Smartypants doll as she held it up and inspected it for damages. Finding none, she gently placed it down, cast a minor healing spell to remove the worst of her own injuries, and turned to face General Carbon.

“Now are you ready to actually battle?” Carbon asked rhetorically.

“Battle?” Double asked, touching the ground and letting out a brief giggle. “This is no battle, General! The word ‘battle’ implies you stand a chance of defeating me, however small.” Her voice quickly turned vicious. “You have no chance!”

The High-General suddenly fired a large beam of magic from her horn, with Carbon returning the attack a moment later. The two identical beams collided in a burst of light and fought for dominance as their owners poured all of their power into them, though neither was gaining any advantage over the other. After a few minutes spent at a stalemate, Double began laughing to herself.

“May I ask what’s so funny?” Carbon growled, being careful not to let his concentration waver.

“You may.” Double responded, “It’s just, I remember all the times you called me a traitor for wanting to be with her again, but given that your actions here are a direct violation of the law of Queen Chrysalis, that actually makes you the traitor! Isn’t that funny?”

No answer came, though Double paid no mind to the lack of a response. She put on a malicious smile. “And since you’re a traitor to the swarm, I’m now fully authorized to do this!”

The High-General raised a hoof, laughing at the terror that crossed General Carbon’s face. She sent out a command to her swarm. “Get him.”

A soul-piercing shriek suddenly went off in Carbon’s head. The general buckled, his concentration breaking completely as thousands of angry mental voices assaulted him at once. His beam faltered, and Double’s own magic broke through and struck him with full force. The wail was cut off as Carbon’s body came sliding to a halt and didn’t move.

Double flew over and landed before him, listening for his soft, weak breathing. Carbon’s eyes slowly opened, and the little changeling gently ran a hoof along his head. Both of them knew he was too weak to resist.

“I really must thank you for this, General.” Double told him, “You invasion provided me with the perfect way to get rid of you without losing the Queen’s favor. If I had tried to get rid of you any other way, I would have been the one labeled a traitor instead, and I would have lost my position, if I wasn’t executed outright.”

Carbon didn’t reply, allowing Double to continue speaking. “That was clever of you, though, putting up that spell to keep the thoughts of your invasion force separated from the rest of the swarm. If I hadn’t already known about your plans from the start, we wouldn’t have found out until after it was over.”

She laughed when she felt a jolt of disbelief from the injured general. “That’s right, General, your plan was doomed from the very start! I knew all along, and everything has gone according to plan! Now all that’s left is to finish things up…”

Double levitated Carbon’s discarded helmet and placed it on his head, smiling at his confused expression. “Trust me, you’re going to need that.”

Green fire engulfed her as she returned to her Twilight Wish form. “You know, up until this morning, I was willing to forgive your transgressions and simply have you demoted to soldier rank. But then you attacked Twilight. Blasted her into a cherry stand, hurt her. She’s my friend, even if she doesn’t remember me, and I won’t forgive that! So now, you have to die.”

The High-General backed away and began her quiet chant. “I wish, I wish, for this I wish…”

As she spoke, her horn glowed and fired a magic spark into the air that burst into twenty smaller fireballs. Double’s Starlight Rain fell down on the town, smoke and fire filling the air as they crashed down on the houses and shops nearby.

As one fiery blast fell toward Carbon, the general gave one last look at Double’s smiling face. He calmly closed his eyes as the star crashed down on him.


“Fire!” Mirror shouted, setting off the party cannon and downing another changeling with a tablecloth and streamers. Disguised as Surprise once more, her broken wing was tightly bandaged to her side in order to keep her from attempting to fly only to have a nervous breakdown when she remembered she couldn’t. Pinkie Pie, who had broken away from Twilight’s group to join Mirror and Fluttershy, had given her the party cannon to fight with for that reason.

Personally, Mirror loved using the party cannon. Its range let her hit changelings both in the air and on the ground, and with a bit of imagination, she could pretend it was like using magic. Given that she was currently playing Pinkie’s imaginary friend, she had no trouble in that department.

Pinkie Pie herself was switching between playing Mare-Do-Well and herself constantly in order to fight. As Mare-Do-Well, she disappeared and reappeared without a trace and silently took out changelings with old-fashioned bucks and hoofcuffs. As Pinkie Pie, she shot down her opponents with a full-sized cannon that fired pastries of all sorts, from wedding cakes to raspberry danishes. Needless, to say, the earth pony was almost untouchable no matter who she was.

“See, Matchie? This is why I never leave home without my pastry cannon!” Pinkie said, standing on top of the weapon and firing an apple pie out of it.

Mirror stared up at the pink, white, and sprinkle-decorated behemoth with equal parts awe and incomprehension. “Right…anyway, we’ve been fighting for a while now. Is Fluttershy doing okay?”

Pinkie Pie looked over at the pegasus, who was currently terrifying several changelings into submission with an intense, captivating stare.

“What do you think you’re doing?!” Fluttershy reprimanded, “Destroying homes, terrorizing innocents; I know you need love to survive, but this is not the way to get it! What would your queen say if she saw you disobeying orders like this?!”

None of the changelings had anything to say as they tried and failed to look away from the pegasus’s gaze. “Now, you’re all going to leave here right now, and you’re going to find a new way to obtain love that doesn’t hurt other ponies! Understand?”

The changelings nodded hurriedly. At last, Fluttershy’s stare relented, and she returned to her normal, soft-spoken self. “Oh, good! Maybe you should follow Mirror’s example and build up relationships with other ponies instead of stealing them from their loved ones! How does that sound?”

Pinkie Pie smiled and turned back to Mirror. “She’s doing fine!”

Fluttershy cheerfully flew over to the two of them, though Mirror noticed that the remaining changelings were keeping a fair distance away from the pegasus now. “Pinkie, Mirror! Are you two doing okay?”

“We’re doing fine! No need to worry about us!” Mirror answered. She looked up at Pinkie Pie. “Thanks for the disguise, by the way.”

“No problem, Matchie! I just really wanted to see Surprise in real life, that’s all!” Pinkie said, “I mean, she was my foalhood friend who taught me how to laugh and smile, after all!”

“I thought Granny Pie taught you how to laugh.” Fluttershy recalled.

“I thought the Sonic Rainboom taught you how to smile.” Mirror added.

Pinkie Pie blinked and looked down at her hooves, a puzzled expression on her face. “Hold on, I need to get my stories straight.”

A green flash went off behind them, and the three turned to see a disguised Double telekinetically holding both her Mr. Smartypants doll and a motionless General Carbon. Unceremoniously dropping the general on the ground, she smiled brightly at the three ponies.

“Hi, everypony! I told you I could take care of him, easy-peasy!” Double said.

Mirror looked down at Carbon’s motionless body. “So, is he…?”

Double laughed cheerfully, still smiling. “Not yet! He’s still alive! He can’t die here! He deserves a proper death by execution, as befitting a general…”

Mirror shivered, conflicted over whether she should be happy that the treacherous general was getting what he deserved or sad that she would have to watch a fellow changeling be killed. Fluttershy also looked upset over the news, while Pinkie Pie didn’t seem to be bothered as she bounced up to Double.

“Are you High-General Double? I bet you are!” Pinkie said, “Welcome to Ponyville! I’m Pinkie Pie!”

“Hi, Pinkie Pie! And Fluttershy, too!” Double replied happily, looking at the pegasus. “I’ve been waiting to meet you two for so long! But that’ll have to wait; I have other things to attend to right now.”

The High-General turned and poked Mirror in the forehead. “You, change back into that other form you’ve been spending the past week in! I want to see it!”

“Um…okay…” Mirror said uncertainly, enveloping herself in a cocoon of magic and donning her Daring Do disguise. “Like this?”

Double clapped her hooves together and smiled. “Perfect! You are so adorable! I just love that manestyle of yours!

“Thanks…” Mirror smiled sheepishly. She absentmindedly leaned on the party cannon and accidentally lost her balance, falling backwards and setting it off. A surprised cry rang out, and she looked to see a changeling stumbling around beneath a tablecloth. For a moment, Mirror thought she could see armor on the changeling, but beneath the cake batter and icing, it was hard to tell.

“Sorry!” Mirror called, picking herself back up. She turned back to Double. “Forgive me for asking, but was there any reason for this?”

Double shook her head. “None whatsoever! I just wanted to see how adorable you look in that form!”

The High-General took no notice of Mirror’s deadpan stare as she continued on. “Anyway, good news! Now that General Carbon is down and out, the rest of his forces will be as easy to take down as chocolate cake!”

“Chocolate cake? How about vanilla ice cream? That’s much easier to take down!” Pinkie said, going off on an unrelated tangent.

Double shivered. “Ice cream makes my fangs freeze. No, it has to be chocolate cake. Chocolate cake is superior to everything!”

“Well, how about chocolate cake with vanilla ice cream inside?” Pinkie suggested.

Double thought about that for a moment. “…Perfect! Who wants some?” She held out a hoof, and Pinkie Pie happily hoofbumped her in response.

Mirror and Fluttershy stared at them both. “…What.” Mirror muttered, voicing both of their thoughts.

“Sounds good to me!” The pink pony cheered, “Let’s go-!”

“ENOUGH!” A booming voice reverberated through the square, and Mirror and Double both cringed as they felt the commanding voice inside their minds as well. Silence descended as the changelings nearby stopped fighting, and Mirror had a feeling that the fighting had ceased everywhere else in Ponyville as well.

All eyes looked to the unicorn standing in the middle of the town square. The light from Sparkler’s horn died down as she surveyed the area with a cold, disapproving gaze. Mirror found herself instinctively shrinking away from it.

The unicorn closed her eyes and put on a serene, but fake smile. “Well, if this is how you’re all going to behave while I’m gone, then it’s no wonder the swarm requires a queen to keep it in line.” She sighed softly. “I must say I’m disappointed.”

Sparkler’s eyes flared open to reveal glowing green irises. A ring of green fire spread around her before shooting upward in a blazing inferno. From within the flames, the unicorn’s form elongated and distorted into something else entirely. Soon, the flames vanished, revealing a tall changeling with a blue, hole-filled mane and tail, a long, jagged horn, and a black crown, standing in the mare’s place. Her green eyes narrowed into slits as she glared at her children and subjects.

“Very disappointed, indeed.” She hissed, hole-filled wings flittering with restrained anger.

Mirror gulped, feeling herself shake at the sight of her queen. “Queen Chrysalis…”

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