• Published 18th Oct 2015
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Change - tom117z



Twilight Sparkle is not who she says she is, she doesn't really know WHAT she is...

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62 - Change: Part 2

Fire, blood and death.

That is what filled the previously peaceful town of Ponyville.

Sweet Apple Acres was taking the brunt of it, the farmhouse had been ripped and shredded in various places, but unlike the barn it was still standing. The fighting raged on fiercely as the changelings under the banner of Queen Crudelis surged forwards, pushing back those who would oppose them one step at a time.

“Take cover!” Carduus shouted over to a group of his fellow changelings following Queen Twilight, too late. They were besieged by green flames and melted into a substance not dissimilar to molten slag.

A hoof on the changeling captain’s shoulder dragged him back behind a sheared off piece of the destroyed barn as spellfire whipped past where he had just been standing. Carduus panted heavily as he got his bearing, seeing Shining Armor poke his head out and fire some spells in retaliation, before being forced to duck down again.

“We’re outnumbered!” Vladimir shouted. “We need more reinforcements!”

“They’re coming, but not quick enough!” Broad Sword responded. “We need a plan.”

“Right now the plan is staying alive,” Shining stated. “Not much else we can do by this point.”

Another explosion covered the group in muck and dirt, it getting into their eyes and mouths as they cursed loudly. Around them, their ponies and changelings were dying faster than they could keep track, while every time they killed a group of Crudelis’ forces twice the amount seemed to take their place.

“Well this is fun,” Broad Sword deadpanned as an arrow narrowly brushed his helmet.

The wooden debris they were hiding behind splintered and jolted as spells impacted violently against its surface.

“This thing isn’t going to last long!” Vladimir stated in alarm. “A few more minutes and we’ll be right in the open!”

A prismatic explosion spread out across the sky, signifying that the Element of Loyalty was still very much in the fight.

Rainbow Dash quickly took off again before the changelings could turn to attack her, leaving the decimated remains of one group in the small crater she had formed on impact. Several tried to follow, but they just ate her dust.

After a few ducks and turns she came across a group of rather high ranking looking changelings, who turned to glare at her as she stopped just before them.

“Huh, catch me if you can!” Rainbow taunted, taking off in a much slower pace than she normally would have to.

As expected, all the changelings she targeted followed her in a rage, and in their eagerness to be the one to eliminate an element bearer. She stayed ahead enough to be out of immediate harm’s way, but close enough so they would continue to follow. She gave them the run around, taking pleasure in toying with the group as they took the scenic route to the edge of the Everfree Forest. On reaching the tree line, Dash stopped dead and dropped to the floor, turning to meet the pursuing changelings.

The group stopped and began preparing their weapons to finish the cyan Pegasus.

“Heh, I guess you cornered me,” Rainbow Dash stated with a yawn, not worried in the slightest. “Too bad you bug brains fell right into our trap.”

The changelings’ eyes widened, only for each to be immediately struck by lightning, their charred corpses dropping to the floor.

“And that’s how you do it!” Fleetfoot shouted from her cloud, Soarin sat in another just next to her.

Both had been hidden in the treeline, waiting for their targets to come right into their waiting hooves.

“Look!” Soarin pointed above them as the three princesses came streaking past, uniting their magic and taking out a large chunk out of the changeling force.

As the three princesses passed by, something caught Cadance’s eye.

“Gah, it’s going!” Carduus shouted as their cover disintegrated before their eyes.

The moment it went, Carduus and Shining Armor immediately released a volley of spells into the changeling lines, taking out those in the front but they were quickly replaced. Shining went to place a shield around them, but a green spell impacted with his horn. A shout of pain echoed through the battlefield as Shining dropped, clutching his forehead with his hooves where his horn was battered and charred.

“Shining!” Broad Sword shouted out, cutting away at a few changeling as he and the others rushed to his aid.

After they had hauled the Prince to his hooves, they looked around them desperately for a new source of cover, finding none. They were completely exposed with nowhere to run or hide.

Changelings at all sides, and with Shining’s magic out of commission, they gathered into a circle with weapons drawn as the changelings converged around them.

An unbelievable volley of spellfire was launched in their direction, bearing down of them with extremely lethal intent. They braced themselves as their vision was filled with roaring green magical auras coming right at them.

Only for it to be replaced with a soft cyan, a cyan that caused the green spellfire to sputter and die on impact.

“Cadance!” Shining weakly called out to his wife as the shield she had formed around all five of them came under fire.

“Hang on!” she shouted, her eyes scrunching in concentration as her horn grew brighter.

The shield collapsed and the spellfire got through, only to be met with a blue flash before striking against one another in the now empty space.

Meanwhile, the Golden Oaks Library was greeted by the unexpected presence of the Princess of Love and her four companions as they popped into existence from the exit of a teleportation spell. The group that exited swayed lightly on their legs as they regained a sense of their surroundings, shaking off their sudden nausea.

“Thanks, Cadance,” Vladimir stated, trying not to be sick from the emergency teleport.

“You’re welcome,” she responded. “Shining, honey are you alright?” she asked towards her husband, who didn’t answer, only giving a blank look.

“Shining?”

Shining Armor suddenly collapsed to the floor, Cadance swiftly moving over and wrapping the now unconscious unicorn in her wings. Her horn scanned over his own, assessing the damage.

“His horn can be saved but he needs medical attention, now!” she commanded to a nearby group of medics, worry rampant in her voice.

“Yes, your highness!” the medics confirmed as they rushed to the Prince’s side, lifting him up onto a stretcher nearby, and taking him downstairs.

“We’ve set all the wounded up downstairs,” the one who stayed behind said to the Princess. “We’re using the upper part of the library for deployment and restocking our mares and stallions.

“Is this place safe?” Broad Sword asked.

“This library has seen its fair share of trouble,” Cadance stated. “My sister-in-law lived here after all.”

“What about the actual hospital?” the Solar Captain asked.

“Not an option,” the medic stated apologetically. “Too many hostile changelings around it. But we have sent a small team in to retrieve extra supplies.”

Broad Sword sighed. “I see, I suppose it’s a good thing the town managed to evacuate.”

“It would have been a slaughter otherwise,” Vladimir grimly noted. “What do we do now?”

“Things aren’t going very well,” Cadance admitted. “We’ve lost almost all ground we gained at the farm, and here in town we’ve essentially been pinned to various outposts we’ve set up, with a few pockets fighting here and there.

“I’ll go join those guarding the entrance,” Carduus informed, moving off. “Stay safe.”

As they watched him exit the library, the two Captains of the Royal Guard turned back to Mi Amore Cadenza.

“Your highness, as Celestia and Luna’s Guard Captains we should get to them,” Broad Sword stated.

“I can get you there,” Cadance said with a nod. “We’ve been mostly reinforcing our forces at the farm, keeping things from going from terrible to apocalyptic.”

“Back into the fire then,” Vladimir stated with a sigh. “What of reinforcements?”

“A couple of helicopters with supplies should be arriving any moment, after that a wave a pegasi with the rest of the Wonderbolts,” Cadance explained, preparing the teleport to take them back to the fight.

“Will that even be close to enough?” Broad Sword asked, with face as if made of stone.

Cadance didn’t answer for a moment, but when she did she put on her best smile.

“This isn’t over yet. Have some faith in Twilight.”

As they went to teleport back to the farm, Twilight Sparkle was locked in combat with one whom she hated with her very being. There would be no running. No backing down or surrendering. Whoever won the furious fight would decide the fate of all within the ruined town.

Crudelis kicked off of a rooftop and sped towards the airborne Twilight, who was thrown backwards by the impact, but managed to stay in the air. Their fight was moving back towards the centre of town, trees and homes being uprooted as the two powerful beings kicked, stabbed and shot all sorts of spells at one another. The ground shook as the furious changelings fought, one Queen versus another.

Twilight shot a beam of lavender magic at Crudelis, trailing it across the landscape as the red armoured changelings flew hastily out of the way. Wood splinted and ground was unearthed in its wake, and when it sputtered out Twilight made a short distance teleport to dodge much of the debris that Crudelis picked up and threw in her direction.

When Twilight reappeared she quickly located her opponent and charged towards her. Before Crudelis could respond Twilight grabbed hold of her and rammed through the wall of a building and out the other end, the building collapsing into rubble behind them. Both sprawled across the ground, quickly trying to beat the other to their hooves. Both fired a bolt of magic at one another that met and exploded between them.

Helicopters flew above them overhead, moving to drop of supplies a few extra troops to the entrenched ponies and changelings around town. One spotted Crudelis and the gunner opened fire, arrows raining down toward the Queen.

Twilight used the momentary distraction to her advantage, and as Crudelis caught the arrows with her magic she suddenly found Queen Twilight teleporting directly next to her and bucking her down the street. Crudelis recovered quickly however, and as before she quickly lifted a pile of rubble and used them as projectiles aimed at Twilight herself. Twilight ducked down, but several smaller pieces scratched her chitin, a few of the sharpest pieces even cutting through a little due to the velocity at which they were thrown. Twilight was fine however, but that was about to change as Crudelis took hold of the foundations of the battered home behind Twilight and began to rapidly break it apart. Twilight’s eyes widened as the building came crashing towards her, and a fiery lavender portal formed around herself as she sank into the ground.

A short distance from Crudelis, Twilight was thrown into the air from the portal’s exit, a few pieces of debris following her through. Spreading her gossamer wings, Twilight managed to remain in the air and look down with disgust at the snarling Crudelis.

Twilight hissed at Crudelis, bearing her fangs tauntingly. Enraged, Crudelis shot into the air right towards Twilight. The younger changeling dodged to the side and flew from one street to another. She quickly landed as she dropped to avoid a red fireball, landing by some corpses of various ponies and changelings not far from the town hall. Next to one of those corpses she spotted an undetonated mana bomb which, as Crudelis came over the building towards her, Twilight ignited and threw in the air.

Crudelis’ eyes widened as she lashed out with her magic desperately, luckily for her managing to bat the bomb away right towards the diminished town hall.

‘Well then, I’m pretty much fucked,’ a trembling drone thought to himself as a mana explosion sent dust and debris flying over his head. The drone hid behind a small jagged piece of rubble jutting out of the ground, right next to the battered town hall. EUP helicopters flew overhead, their door mounted heavy repeater crossbow turrets firing into a crowd of hostile changelings, the velocity of the arrows tearing many drones into bloody ribbons. One of the pony princesses also dove down from above and unleashed a devastating beam of scorching sun into the group, killing even more. And yet as each one fell it was as if two more took their place.

‘This town has experienced many events, both odd and dangerous over the years, but I bet it’s never seen anything like this.’

The clang of steel and the whoosh of arrows filled the air as an alliance of changelings and Equestrians fought against other, much more hostile changelings. Looking over the rubble, the drone fired a few crossbow bolts of his own at a few nearby hostiles, hitting a few; although before he confirmed those kills some spell fire forced him to once again duck for cover. A large explosion rocked the devastated town as Queen Crudelis was thrown violently through what was once somepony’s home, though aside from a few scratches her shield protected her from the majority of the impact and flying debris. Crudelis was shortly thereafter pursued by her opponent, Queen Twilight Sparkle, who fired a few lavender coloured fireballs at the other queen. Crudelis promptly dodged the fireballs before violently snatching Twilight in her red aura, holding her in place.

The drone loaded up his crossbow and took aim at Crudelis, wanting to help his struggling Queen. However, before he could act, Crudelis chucked Twilight away straight into the still firing EUP helicopter; Twilight brought a shield up to protect herself, but unfortunately that protection didn’t extend to the helicopter itself. Twilight’s momentum crashed her straight into and through the helicopters tail, sheering it off. The machine began to spin wildly as the pilots tried to wrestle for control, ultimately to no avail as both the blades and the levitation spells within failed to keep the damaged vehicle aloft. The drone locked in place in sheer terror as the out-of-control helicopter veered directly towards him, a scream could barely leave his lips as the doomed vehicle slammed down right on top of him, going up in a fiery explosion that cast a shade of orange and red across the battlefield, killing both the drone and all those on board the helicopter itself.

And yet the battle continued, for they were hardly the first to die in this conflict, nor would they be the last.

Twilight, who had momentarily been mesmerised by the explosion that levelled the town hall, found her shock being replaced once more with a fiery ire as she glared at Crudelis.

“Not Ponyville, you won’t take another home,” she growled, firing a beam of magic at Crudelis.

As their battle took them high above the town, Captain Carduus witnessed it carry on with his own astounded eyes. He watched with growing horror as, despite her efforts, Twilight began to be pushed back.

"Hold on, my Queen! Hold on, Twilight!" Carduus broadcasted to her over the hive, doubting she heard it over the fury of battle.

He ordered another of his changelings to his spot on the barricade in front of the Golden Oaks, and then quickly rushed off to assist his Queen and friend.

Twilight flinched as a small spell clipped her shoulder, narrowly avoiding a larger one that came after it. She dived down back towards the town, strafing to avoid the spellfire that followed her. However, one spell landed right between her wings and sent her spiralling directly into a square where many ruined building bordered.

Queen Twilight landed painfully, Crudelis veering down behind her. She picked up a nearby discarded sword and lashed out, swiping the tip across Crudelis’ chest and drawing blood. Queen Crudelis shouted in pain as she strafed backwards and landed on her hooves a short distance away.

Twilight thrust the sword forwards, but a spell reduced it to small metal shards. They traded some spellfire which struck against one another, though Crudelis pushed on forwards as Twilight stumbled backwards. After several more blows, Crudelis released a pulse of magic that knocked Twilight off of her hooves. The red Queen then picked up the younger Queen and slammed her into a wall, and then again, and then again. She slammed Twilight to the ground for good measure, and watched with sadistic glee as she wheezed and struggled to rise to her hooves.

Twilight’s eyes widened as she saw the Queen who took her mother away fire a single bolt of magic towards her, more than enough power placed behind it to burn through her chitin and part of the wall behind her too.

Twilight tried to move, but stumbled as her body was still recovering from being slammed into the wall and ground, Twilight was only able to watch as the spell closed in.

“Twilight!” Carduus shouted as he slammed into her side, pushing her away.

He gave a shout of pain as the spell clipped his side and sent him barrelling backwards into the wall, impacting with a horrific crack.

“NO!” Twilight screamed, renewed energy forcing her back onto her hooves as she rushed towards her slumped Captain.

She gently rolled him over, and after a moment Carduus’ eyes opened a crack, just barely.

“Damn, that hurt…” Carduus mumbled as he coughed up some blood.

“Why?” Twilight asked. “Why did you do that?!”

He managed to give her a weak grin. "I said a long time ago that I would die for any of my friends, and you are my friend, Twilight..." Carduus coughed up some more blood, his injuries severe.

“Just hold on Carduus, you’re going to be alright,” Twilight tried to assure her Captain.

He only offered her a small sad smile, before closing his eyes and lowering his head to the ground.

Twilight stared at her fallen friend in horror, tears breaching her eyes. She closed her eyelids in an attempt to fight back those tears, and then when she opened them again they were gone.

Replaced with an infuriated, fiery determination.

Twilight spun around to face the smirking Queen Crudelis, a furious snarl on her face.

“Any more of your friends I can play with?” Crudelis sadistically joked.

“You’re a monster…”

“I’m not monster. I do what I must for our race’s survival. And you are a threat to that.”

“A threat?! How in all of Equestria am I a threat to our species?!”

“We are dying. And pony culture is part of the problem. You are a pony, Twilight. At heart you are one of them. And thus you must be stamped out.”

“You’re pathetic Crudelis. A parasite, nothing more.”

Crudelis’ smirk curled into a snarl of her own. “Brave words from one who is about to die.”

“No. I will not die here today,” Twilight stated as a simple fact. “You draw your power, your love energy from unwilling hosts. It is impure. Tainted. Stolen. And it will be your doom.”

“What are you talking about?” Crudelis asked through gritted teeth.

“You claim I am the problem for our race’s decline, but you don’t see that it is not changelings like me, but like you that is the problem. You didn’t earn the power you use, the love you have absorbed,” Twilight’s furious expression fell away, replaced with a small, peaceful smile. “Mine however, comes from those I hold most dear. My friends, and my family. From my Ponyville friends to all my subjects, my power comes from their love, their friendship, freely given. And that magic is more powerful than any you could hope to wield, Queen Crudelis.”

Crudelis simply snorted. “A nice sentiment, but enough talk.”

Crudelis’ horn glowed bright as she unleashed several bolts of lethal magic in Twilight’s direction, only for a lavender shield to intercept each one.

Crudelis released another, and then another. Twilight intercepted and blocked each and every one, stepping closer and closer each time towards her adversary as the battle continued to rage violently around them, a serene smile still on her face.

As Twilight reached Crudelis, the latter gave a shout as she charged Twilight with her blade-like horn, only for Twilight to meet her with her own, the two locking together in combat.

As they locked horns, each pushed against the other, battling for domination over their opponent. Dangerous red and lavender sparks flickered off of each changeling queen as they gained and loss ground over one another. Several nearby combatants stopped their fighting and watched in awe as the end drew near.

Queen Twilight kicked out with a hoof to try and dislodge Crudelis, causing the sinister queen to jump back away from Twilight and fire another bolt.

This one just skimmed Twilight’s left cheek, and she in turn fired a beam towards Crudelis. The red maned queen took to the skies in order to dodge the attack, lighting her horn again for a retaliation. However, she never got the chance as Twilight kicked off into the air and grappled with her, resulting in both tumbling back towards the ground. Crudelis kicked out and hit Twilight in the face, knocking the younger changeling to the side with a shout of pain.

Crudelis rolled and quickly got to her hooves, but Twilight was quicker.

Twilight fired a high energy bolt of lavender magic straight into Crudelis’ chest. The ancient queen grunted as her legs almost gave way. However, she managed to regain her stance.

Only to be hit again.

Twilight fired one bolt after another, not giving Crudelis time to react to any of them. She tried shielding herself, dodging the attacks, but Twilight homed in on Crudelis every time as the latter quickly weakened.

Crudelis finally managed to block one as she picked up a piece of rubble and used it as a makeshift shield, the piece exploding on contact with Twilight’s magic. Despite this, the overexertion left Crudelis panting desperately for breath, and was completely helpless as Twilight levitated the queen into the air and threw her across the clearing.

Crudelis landed in a painful heap, spiting blood from her mouth as she tried, and failed, to stand. Queen Crudelis glared at Twilight as she spotted the young queen standing over her, looking down on her great aunt with an emotionless mask.

“Queen Crudelis,” Twilight spoke with a regal tone, with an almost echoing quality. “You have committed serious crimes against myself, my hive, and Equestria, amongst others… But I can help. Just as I helped Discord, Princess Luna and several others. This doesn’t have to be your fate.”

Crudelis looked at Twilight in shock. “I killed your mother. Tried to kill you. And you are offering me mercy?!”

“I am the Element of Magic, am I not? Besides, I’m not heartless. I am not you.”

Twilight held out a hoof, offering Crudelis a chance to take it, and surrender herself.

“Please, take this chance.”

Crudelis studied the hoof being offered to her, and then looked back up at Twilight. Around them time seemed to slow as the outcome of this endeavour was decided.

With a small smile forming on her face, Crudelis took Twilight’s hoof gently.

“In another life, perhaps.”

Crudelis’ smile morphed into a snarl as she lunged towards Twilight, fangs bared as she darted for her exposed neck.

Twilight was ready for it.

Twilight sidestepped, grabbed onto Crudelis with her magic, and using her wings as propulsion, spun around and propelled Queen Crudelis through the clearing. A sickening crack was heard as Crudelis flew and landed straight into a pile of rubble that was once a house, and a sharp beam penetrated her back and erupted through a gushing wound in her chest, shattering the chitin around it and puncturing several internal organs.

Crudelis screamed in agony as she examined the beam in terror.

Crudelis’ eyes narrowed at Twilight as she saw her approach once again.

Twilight glared at Crudelis in disgust. Nearby, she spotted a discarded crossbow that she levitated towards her, before holding it in her hoof. Examining the weapon, she couldn’t help but be reminded of an old friend who had given his life fighting an agent of the dying Queen before her.

It was only fitting that the chosen weapon would end this in Longshot’s memory, and the memory of all of Crudelis’ other victims.

Including Chrysalis.

“So then,” Crudelis began as Twilight raised the crossbow to Crudelis’ head. “It has come to this. Don’t do this, Twilight Sparkle, I must save our race!”

“Why not? I gave you a chance, offered you friendship. You made your position clear,” Twilight stated in response.

“You’re a pony at heart. You always have been, you won’t be able to kill me. I know you can’t!”

“You’re wrong,” Twilight said, pressing the tip of the arrow right into Crudelis’ eye.

“I am a Changeling Queen.”

Twilight fired the weapon, and Queen Crudelis was no more.

The effect was immediate, all drones adorned in blue and red armour instantly clutched their heads in pain as their hive mind was shattered. For some of the injured the shock was too much, and they dropped dead on the spot. The others felt fear like they had never done so before in their lives, and while some surrendered to the alliance of changelings and ponies, most fled into the wilderness as fast as their wings and hooves could carry them. In but a moment the entire course of the battle had turned, and then it had ended. One side lost all will to fight, and no substantial resistance was offered. In a blink of an eye, all of Queen Crudelis’ plans and legacy came crashing down.

As Twilight stared down onto the still corpse of her enemy, the battle around town drew to a close. Medics arrived at the side of Captain Carduus, finding a pulse and lifting him onto a stretcher for immediate medical attention. EUP forces and changelings alike cheered as the battle was won, with helicopters above seeing the fleeing drones of Crudelis off.

“She’s over here!” Rainbow Dash landed with Captain Spitfire in the middle of the clearing. Her Wonderbolt uniform was ripped and torn in various places, but she was otherwise intact.

Just behind them, Queen Draco and the royal sisters landed a short way from Queen Twilight. The three examined the destroyed surroundings of Ponyville, before settling their gaze on Twilight herself.

Twilight couldn’t help but flinch as she felt an alabaster hoof touch her on the shoulder, and turned to see Celestia’s kind and sympathetic motherly face looking down upon her.

“It’s done, Twilight. You can stop now.”

The dam broke, and Twilight buried her face in Celestia’s chest as she began to cry yet unshed tears as the weight of everything caught up to her at once.

But it was over. The conflict that had begun as a feud between two sisters so long ago, was finally over…

Author's Note:

Only a single chapter and the epilogue left. It has been a hell of a ride.

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