• Published 1st Nov 2015
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The Unequal - Invinsible



Starlight Glimmer is victorious in stealing everypony's cutie marks. But a mysterious and creepy filly is immune to her magic. While Starlight searches for a way to beat the filly, one thing is clear...there's something wrong with that girl.

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The Queen

Starlight Glimmer opened her eyes and quickly sat up. “What’s going on?” she asked, looking down at her body and noticing that she wasn’t hurt in the slightest. Eyes narrowing in realization, she groaned before glaring up at the cave ceiling. “Oh, come on! I’m done with these stupid nightmares! Haven’t I suffered enough?!” she screamed. When nobody answered her, Starlight grumbled before sitting down on the floor and began muttering to herself. “It’s just a nightmare. Just power through it.”

A few seconds later she looked up at the sound of hoof steps. She saw another Starlight Glimmer walk past her and towards a bright, golden door that appeared as the dark room they were in slowly filled with light. The other Starlight opened the giant door with her magic and entered the vault inside. Recognizing this place as the massive new cutie mark vault that Starlight built, she watched her other self walk up to a particular set of cutie marks.

The other Starlight’s horn glowed as a saddle bag appeared in a flash of light. Reaching into the bag with her telekinesis, she pulled out a dangerous artifact called the Alicorn Amulet. The other Starlight took a few deep breaths before she placed the amulet around her neck. Her horn and eyes now glowing red, the other Starlight glared up at the vault. With her magic, she pulled the cutie marks of Prince Shining Armor and Princess Twilight Sparkle out of their slots in the vault. With her amplified magic, she levitated the cutie marks onto her body, shuddering as she felt the power of the Sparkle siblings’ magic strengthen her own.

With a flash of red light, the other Starlight vanished. Distantly, Starlight Glimmer recalled this day. The invisible shields that she placed around the major cities and villages of Equestria required a lot of magic that she needed to…borrow from various sources. When she discovered the Alicorn Amulet in Zecora’s abandoned home, she created a plan to ensure that conflict with magical creatures who couldn’t be equalized would never happen. Knowing the corruption that the amulet could inflict upon its user, Starlight Glimmer would only use the amulet when it was time to recharge the various shields. Always in secret. Always in the middle of the night.

After several minutes, the other Starlight reappeared in the room. “Let’s see…Our Town, Ponyville, Canterlot, the Empire, Manehattan…ah, shoot. I always forget that Apple town.”

“Heh, heh, heh,” Starlight chuckled as she watched her past self disappear. “It’s true. I can’t even remember the name of that Apple town.”

A few more minutes passed before the other Starlight reappeared. Using her magic, she ripped off Twilight Sparkle’s and Shining Armor’s cutie marks, locking them back in the vault. She then removed the Alicorn Amulet, grumbling as she put it back in her bag. “I swear, these headaches keep getting worse.” She smiled as she stared at the vault. “Still, I’ve successfully protected Equestria for at least one more month.”

Starlight frowned as she watched her past self leave. “Huh. I remember all of this. This wasn’t a nightmare. Maybe I’m finally done with…”

She trailed off as a figure stepped out from the shadows. The filly’s gaze lingered in the direction of the past Starlight’s departure. She then turned around and grinned at the cutie mark vault. “So that’s how you did it…” She let out a dark chuckle. “One more month huh? Time to spare, my dear. Time to plan.” Starlight cringed as she felt the filly’s gaze fall on her. “And eventually, time to party.”

Starlight shuddered as the nightmare swirled around her, reminding herself that it was just a bad dream. The filly couldn’t hurt her in her own mind…could she?


Starlight opened her eyes to see that she was in a dark, rocky cave. She was lying down in the middle of a hallway, with ten changelings on either side of her and Queen Chrysalis sitting on a throne in the middle of the room. The changeling queen was lounging around on a black throne, looking rather grumpy.

“Seventy-two,” Chrysalis announced, drawing Starlight’s attention. “I can count seventy-two holes in this ceiling.” She let out a very loud and angry sigh. “When did my life get so boring? I should be ruling over everything in Equestria! Not lazing about like some…some lazy thing!” She slammed her head back on her throne and groaned so more. “I really hope something exciting happens around here soon. I don’t even care what it is.”

Both Chrysalis’ and Starlight’s ears perked up as they heard a familiar voice. “Whoa, not too grabby, pal! Buy me a candlelit dinner first, why don’t ya?”

“Huh. Perhaps someone up there does care,” Chrysalis mused as she settled back on her throne.

“Trust me, they don’t. You’re going to regret this day for the rest of your life,” Starlight informed the queen, even though she knew she couldn’t hear her.

Two changeling guards buzzed into the throne room, carrying the giggling filly between them. “Your Majesty! We caught the little trespasser! She made her way into the very heart of our hive!”

“And the two dozen guards. Made it past them too,” the filly giggled. “Seriously, your security is so full of holes I mistook it for your legs.

“Ah, yes. Our legs have holes in them. Like I haven’t heard that joke before,” Chrysalis hissed. She licked her fangs as she got off her throne and crept towards the filly. “Well, well, well, what do we have here? One lost little pony all by herself.”

“Why do bad guys feel the need to say well three times in a row?” the filly asked. “Seriously, the only reason I do it is to mock you. Or mimic you, if I find one who’s easy on the eyes.”

Chrysalis frowned at the cheerful filly. “What?”

“Oh, make no mistake dearie. You are a tall drink of water, aren’t you?” the filly said with a wink.

“Are you hitting on me?” the bewildered queen asked.

“Trust me, you’ll prefer this to the other kind of hitting I could do. Now before you get all worked up, why don’t we discuss the reasons behind my arrival. I wanted an audience, Queen Chrysie. Don’t you want to know why?”

Chrysalis frowned. “You know who I am. Why are you not cowering before me?”

The filly shrugged. “Maybe because you’re tame compared to me? I already looked in a mirror this morning. That’s as scary as it gets.”

Chrysalis snorted in dismissal. “You are a fool. Changelings, take this lunatic to the dungeons and drain her love.”

“Oh sure, queenie. I’ll just keep the knowledge of how to beat Twilight Sparkle all to myself. Wouldn’t want to interrupt your incredibly busy schedule,” the filly said with a smirk. “It’s seventy-five holes, by the way. You were off by three.”

Chrysalis frowned as the filly was carried away by the changelings only to grit her fangs and shout, “Wait! Bring her back here!”

“You fool! She’s trying to trick you!” Starlight cried. But her protests went unheard as the nightmare played out.

“So kind of you to reconsider, Your Majesty,” the filly said. “Well, I’ve issued my pleasantries, so let’s skip to the meat of this meeting.” A sneaky smirk spread across her face. “How would you like to invade Ponyville when its citizens are at their weakest AND get a second shot at Twilight Sparkle, the girl who ultimately foiled your plans to conquer Canterlot?”

Chrysalis’ eyes widened. “I’d say that sounds…delicious.” She frowned in suspicion. “It also sounds too good to be true.”

“Come now, you’re a queen. You know how negotiations work. I have something you want and you have something I want. If I just gave you the keys to Ponyville out of the goodness of my heart…well that would be far less believable, wouldn’t it?” the filly chuckled.

Chrysalis rubbed her chin thoughtfully. “Even for the right price, why would you offer to help us? You’re a pony.”

“Am I? Am I really? There’s been so much debate over what I am, even I don’t know. But if you still have difficulty believing my intentions, allow me to elaborate.” The filly shrugged off the changelings surrounding her and crept closer to Chrysalis. “You may have heard of Starlight Glimmer or you may not. You’ve been in hiding for a while now, so I can only hope that you’ve been doing more than just twiddling your hooves. Anyway, Starry is the one who has stolen the ponies’ cutie marks and consequently their magical and special talents. And yet even though the ponies are at their weakest and their love is ripe for harvesting, Starlight has protected every pony city with invisible barriers. Irritating, isn’t it? Like someone holding candy just out of your reach.”

“Tell me about it,” Chrysalis hissed in agreement.

“Of course Starlight has been keeping these shields a secret from everyone. Something to do with making the ponies think equality alone is enough to stop conflict. But you don’t care about her philosophy. No, you want to know how to destroy the shields and claim all that delicious love. Well old Starry used this fancy amulet for that, or at least she did before I stole it.”

What?! When did you steal it? On top of you sneaking into the vault, when did you have time to steal the Alicorn Amulet?! I had it under lock and key!” Starlight screamed. “I turn my back on you for ONE second and you find something else to ruin! ARGH!”

“Bottom line queenie, I can stop Starlight from recharging the barrier. Her mind is so preoccupied these days it’ll be easy to slip that little chore out of her head. Once the shield is down, Ponyville will be ours for the taking. Without her magic, Twilight Sparkle won’t be able to protect herself and you’ll get your second shot.”

Chrysalis couldn’t stop herself from licking her fangs. “You’re teasing me little one.”

“Hold on there queenie. I can sympathize with your hunger, but don’t forget what I get out of this.”

“Name your price,” Chrysalis hissed.

“Oh don’t get all huffy now. You’ll find my terms are quite reasonable. Firstly, I’d rather not be captured and drained of my love. Without my kinder side, I’d be a right nightmare for everyone. Secondly, go easy on the ponies you don’t have a personal vendetta with. No need to take your anger out on the, a heh, heh…background ponies.” the filly chuckled.

“And lastly, the matter of Starlight Glimmer. You know how you feel about Twilight? Take that anger and amp it up to the sky. That’s how I feel about Starry.” An evil grin spread across the filly’s face. “Killing her won’t satisfy me. I want you to make Starlight suffer. I want you to make her bleed.”

Chrysalis stared at the filly with wonder. “I’ve never met anyone as bloodthirsty as me. You…you’re not like other ponies. No pony could ever be so cunning.”

“So how’s about it? I’ll help you invade Ponyville, I’ll let you capture its citizens, and I’ll give you a second shot at Twilight. You’ll let me go, you’ll avoid hurting the background ponies, and you’ll carve a nice deep wound into Starlight’s flesh. Three for three. Win-win.” The filly held out her hoof. “Do we have a deal?”

“We do,” Chrysalis declared as she eagerly shook the filly’s hoof. “How soon does our invasion begin?”

“How’s about forty-eight hours from now? Two days should be all the time we need to prepare our army.” The filly’s grin grew. “They won’t know what hit them.”

Chrysalis smiled at the filly. “It’s funny. You remind me of myself when I was your age.”

“Aww, how thoughtful of you to say!” the filly said with a giggle.

“I could use a pony like you at my side. Celestia had Twilight Sparkle. It’s only fair that I get a pupil of my own.”

The filly’s smile widened. “What are you saying?”

“I see potential in you, little pony. Once we conquer Ponyville, let’s take out the rest of Equestria. Together. You can help me with my invasion. And I can make you powerful. Terrifying.”

The filly gave her an evil grin. “I do love me some power. And we could learn so much from each other.” Her grin relaxed. “But let’s wait until we have our revenge, shall we? I wouldn’t want you to think less of me if I couldn’t fulfill my promises.”

“Agreed. I grow eager for our invasion.” Chrysalis buzzed over to her throne and gave her a regal wave. “Go now, and prepare our enemies for their destruction!”

“Oh, I promise you, Your Majesty, it’ll be a day to remember.” The filly bounced down the hall with a confident swagger in her step. As she strolled around the corner and out of Chrysalis’ sights, her eyes rested on a single changeling. “Hey there buddy! What’s your name?”

The changeling blinked at her. “Kevin.”

“What a lovely name!” The filly placed a hoof on Kevin and lead him into another part of the hive. With a little sleight of hand, a swinging pocket watch on a golden chain appeared in her hoof as she whispered in his ear. “Walk and talk with me Kevin. I’ve got a proposal for you…”


The nightmare shifted around Starlight Glimmer. When everything settled she blinked in surprise. She was looking at the exact same room. The people within it however…

Chrysalis and a dozen other changelings were all wincing in pain as they bandaged their wounds. “How could she betray me?! Why?! I saw such potential in that filly! Ponyville was ours within seconds! We could have ruled over Equestria! How could this happen?!” Chrysalis ranted.

“I heard you came to conquer!
I heard you want to rule the world!
But I thought of something that is better.
Something that changes all the rules!”

Chrysalis growled as she caught sight of the filly, cheerfully singing as she strolled right into the throne room. “GUARDS! SEIZE HER!” Four changelings swarmed towards the filly and grabbed her each of her limbs. But the filly didn’t seem bothered in the slightest and kept on singing.

“Why pretend we’re all the same?
When some of us shine brighter.
Now’s the chance to find my flame.
Time to prove that I’m a fighter.
Oh, me and you, you and-”

“SILENCE!” Chrysalis roared with a stomp of her hooves.

The filly blinked a few times and stared at Chrysalis. “Lady, did you just…interrupt my song?”

“You will be silent, traitor!” Chrysalis growled as she stomped towards the filly until she was face to face with her. “We had a deal!”

“I know!” the filly smiled. “And we each played our parts perfectly.”

“You denied me my revenge! You said Twilight Sparkle would be mine!” Chrysalis hissed.

“Nope! The terms of our agreement was that I would give you a second shot at Twilight. I never said you’d actually be allowed to hit her. And while I said you could conquer Ponyville, I never said for how long.” The filly smirked at Chrysalis. “Don’t feel too disappointed, queenie. I’ve outsmarted lawyers.”

“I’ve heard enough! I’ll drain your love myself!” Chrysalis snarled. She opened her mouth as energy began to flow out of the filly. But the cunning trickster smirked as she reached out and grabbed Chrysalis by the throat. The changeling queen gasped as she felt her air supply cut off. “Ack! What...”

“Funny thing about my love. Just like everything else inside me…” An evil grin spread over her face as she squeezed Chrysalis’ neck even tighter. “It’s toxic.” She let go of the queen’s neck, but before Chrysalis could recover her breath, the filly pulled her hoof back and punched Chrysalis in the face.

The filly’s chuckle had a hard edge of mockery as she shrugged off the four changelings restraining her. “You know, when I first heard about you, I thought you had potential too. An entire race of magical, shape shifting creatures, shrouded in mystery! Just think of that rich history you must have! Your complex motivations for attacking Canterlot. And all the possibilities your powers could have allowed. And what did I learn?”

She walked over to the coughing Chrysalis and stomped on her hoof. “I learned how disappointing you were. Your entire race just hatched out of tree? Boring!” She shook her head as she circled around Chrysalis. “And that’s just your origin story. I thought that you eating love might have something positive behind it, but what you do is so horribly, mind-numbingly, dull. And while your skills at disguise are impressive, it all falls apart once you start acting out of character.”

The filly laughed as Chrysalis finished coughing and sent a death glare at her. “I mean, seriously! You looked and sounded like Princess Cadance, and yet you threw it all away when you opened your fat mouth. I’ve seen school plays with better actors! The only reason you got so far was because the ponies mistook your bratty behaviour for pre-wedding jitters!”

“I will not be made to look like a fool!” Chrysalis roared. “CHANGELINGS! ATTACK THE INTRUDER!”

“Ooh, and here comes my adoring crowd!” the filly giggled as several changelings heard their queen’s summons and flew into the throne room. Soon, the filly was surrounded by a hundred changelings, all buzzing menacingly towards her. Not like it bothered her or anything. “Good ladies and gents, before you do something you’ll regret, consider this.” She turned her head, looking them all in the eyes as she spoke. “If you think you’ve seen betrayal now, I promise you, you haven’t seen anything yet! I have only shown you a GLIMPSE of the madness that lurks in my mind! But here’s a crazy thought! Why suffer from my insanity when you could enjoy every minute of it, as I do?”

She smirked at Chrysalis. “My intentions towards your queen may have been soaked in deception. But what I offered to her in trickery I offer to you in truth. I can give you a life outside of the shadows. I can give you love that will be everlasting. And the best part is, if we play our cards right, I can do it without the ponies even knowing the difference.”

“Foolish little filly. You think you can turn my changelings against me?” Chrysalis sneered at her.

The filly sneered right back. “Darling, I already have.” She giggled and added, “A few of them at least.” She turned back to the crowd and threw her hooves up. “Come on now! Flap your wings in the air! Flap them like you’re the only ones who care!” To Chrysalis’ and Starlight’s confusion, a large group of the angry changelings flew higher into the air, before touching back down in a protective circle around the filly.

“What are you doing?!” Chrysalis cried.

One changeling took a step towards her. “You may not know me, Chrysalis, but my name is Thorax. From the moment I hatched, all I’ve ever wanted was a friend. I know that you probably disagree with me, but it’s true. During our attack on Canterlot, I saw what six friends can do when they work together. I left the hive after that day. I was alone for a long time…until I met this filly. She talked to me. She listened to me. She said she could help me share love instead of steal it. And…I’d do anything to have that.”

Another changeling spoke up. “Uh, my name’s Kevin, not sure if we need to introduce ourselves or what…” Kevin shrugged. “Honestly, the whole friendship thing is really sappy. I just want love; I don’t really care where it comes from.” He frowned and pointed at Chrysalis. “What I do care about is that you’re not getting us the love we need.”

“And do these two speak for all of you?” the filly asked with a smirk. The other changelings protecting her nodded. “Well there you have it!”

Chrysalis sneered at the filly, even as her eyes burned with hatred. “So you managed to trick a few traitors. I have hundreds of changelings; I still outnumber you!”

The filly chuckled again. “Oh, that’s what you think. I’ll give you points for trying to trick the others. Crowd size can be difficult to count, especially in the heat of battle with an army of shape-shifters. But I did my homework! And with all the wounded changelings you have, the REAL number of soldiers you have remaining is exactly ONE hundred. And in those two prep days before our epic show I managed to catch the interest of forty-eight changelings.”

The filly spread her hooves out. “So you see queenie, we’re evenly matched in terms of numbers. Just how I wanted things to go between us. All of you…against all of me. Nyeh, heh, heh, heh, ha, ha, ha!” the filly laughed as the changelings on her side all transformed into her.

“It’s a fight you want, is it?” Chrysalis growled at the giggling filly clones. “You won’t steal my crown that easily!”

The filly glanced back at the other changelings. “Members of the audience, whether you’re on my side or hers, this is your only warning. Blood is going to be spilled tonight but it doesn’t need to be yours. Leave now or stick around if you wish. Just know that this party is going to get messy.”

“SHUT UP!” Chrysalis hissed. “CHANGELINGS! Tear these traitors apart!”

The two teams of changelings clashed into each other as the battle began. While it was difficult to tell the filly-disguised changelings apart from each other, both Starlight and Chrysalis could see the real filly waiting in the middle of the army. What bothered Starlight was that the filly was just patiently watching the chaos unfold around her. As the battle raged on, one of Chrysalis’ changelings managed to get past Kevin and Thorax before launching himself at the filly. But before the attacking changeling could even touch her, something very unexpected happened.

“Hey! Let me go you – AAIEEE!”

Starlight, Chrysalis, and all the changelings in the hive gasped as they watched the terrified changeling cry out in pain as he desperately tried to escape the filly’s grasp. “Let me go! Get her off me!

Chrysalis’ horn glowed as she quickly levitated the changeling out of the filly’s death grip. Starlight held her hoof to her mouth as she saw the blood soaked bite mark in his neck. They all stared in horror at the filly as she licked the green blood from her lips. “Oh, yes. It has been FAR too long since I had a drink like that.”

“What in Tartarus are you?” Chrysalis whispered.

The filly shot her an evil grin. “I’m hungry.” The disguised changelings all scrambled out of the way as the filly charged towards Chrysalis’ swarm teeth first.

The swarm threw themselves at their foe in an effort to protect their queen. Starlight and the others could only watch in horror as the filly tore through their forces with monstrous savagery. She ducked under one changeling’s swing and grabbed hold of his foreleg, twisting it until it broke. One changeling tried to restrain her from behind, only to be Judo flipped onto his back before she broke his front legs. She charged at her next foe, grabbing his leg with her jaws and bit until she got another mouthful of blood. She then leapt onto the back of another changeling and slammed his head into the ground. The fight didn’t last very long. The filly was heavily outnumbered, but the changelings just weren’t prepared to fight a monster like her. She broke legs, smashed heads into the floor, squeezed windpipes, exploited weak areas, and drank blood. Any changeling fast enough to escape her reach, quickly retreated behind Chrysalis.

“Stand down! I’ll deal with this animal myself!” Chrysalis shouted as she fired a beam of green magic at the rampaging filly.

But the filly was still in battle mode and easily sidestepped the attack. “Now who said you could cancel the buffet, dearie?” She licked her lips at the sight of the queen. “Still, best to save room for the main course.”

Chrysalis panicked and rapidly shot another hex as the filly charged towards her. Just as the filly pounced, teeth aimed at her throat, the spell hit the filly in the chest and pushed her back. As the filly picked herself back up, Chrysalis hissed. “What kind of monster are you?!”

“Ha, ha, ha, ha!” the filly laughed as she grinned at Chrysalis. “My compliments to you! I haven’t had a fight like this in far too long!” She smirked and added, “Still, my endurance shouldn’t be this much of a shock. Your army is weakened from battle, starved for love, and too used to fighting civilized ponies who pull their punches. Let’s not forget how you all have holes in your legs. It was child’s play to break those.” As Chrysalis opened her mouth to retort, the filly kept on talking. “And while your magic may have knocked out Celestia before, well…there’s no brainwashed prince in shining armor to steal love from. Face it Chrysie. You’re weak.”

“Don’t you ever shut up?!” Chrysalis cried.

“Well it’s annoying you, so why should I?” The filly licked her lips as she took in the wounded changelings. “Still, we’ve both done a lot of horrible things today. I don’t want to add murder to the list. Oh Discord!”

“I can’t tell if I’m disappointed or relieved.” Discord appeared in a flash of light, holding a bucket of popcorn. “You’ve got me on the edge of my seat here.”

“What? HOW?! My throne is supposed to soak up outside magic!” Chrysalis cried.

“Maybe yesterday it could. You really underestimate what this freak of nature can do in two days,” Discord informed her.

“You charmer, you,” the filly purred. “Time to wrap this party up, I’m afraid. Patch up all these changelings, will you? The only scars I want to leave today are mental scars.”

“Thank goodness. The blood was making me nauseous.” Discord snapped his fingers and repaired all the broken bones and ripped flesh in the room.

“Excellent,” the filly said as she licked up the rest of the blood on her face. “Now then…” Chrysalis gasped as Discord snapped his fingers again, causing a pair of thick chains to restrain her. Another snap teleported the changelings who were still on Chrysalis’ side out of the room as the filly closed in on her. “Struggle all you want Chrysie. I want a taste of those cheese legs of yours.”

Thorax’s eyes widened in horror as he stepped out. “W-wait! I know Chrysalis is bad, but you don’t have to hurt her!”

“Oh, but I WANT to, dearie,” the filly chuckled, licking her lips.

“Don’t try and reason with her, traitor. A monster like her wouldn’t listen,” Chrysalis hissed.

“Don’t fear the monster that hunts you at night. Fear the monster that has a good reason to,” the filly hissed back at her.

“What are you talking about? What did I ever do to you?!”

“Isn’t it obvious?” the filly replied. “You kidnapped an innocent princess and left her to starve at the bottom of a cave. You corrupted a young soldier’s mind and the minds of three bridesmaids. You made a sweet girl like Twilight seem like a paranoid, jealous nutcase. You made her friends and mentor doubt her. You’ve attacked Equestria plus who knows how many kingdoms.”

“But what did you do to me personally? You interrupted my singing.” She frowned at Chrysalis’ dropped jaw. “Hey, I might have the mind of a demon, but I’ve got the voice of an angel. How dare you stop the world from hearing my beautiful voice?!”

That’s it?” Chrysalis weakly asked.

“Oh no. There’s one, last, teeny, tiny thing.” She stomped her hoof down on the fallen queen’s head. “If you had been successful…Shiny and Cadance wouldn’t have gotten married. And little Princess Sweetheart, would have never been born.”

Chrysalis’ eyes widened with fear as she took in the unforgiving rage that blazed in the filly’s eyes. “My subjects!” she called out to the changelings who had switched sides. “Please, don’t abandon me! Your queen needs you!” The last spot of hope died for her when all her changelings could do was shiver with fear.

“She does indeed.” With a swipe of her hoof, the black crown was ripped of Chrysalis’ head and placed upon the filly’s. Chrysalis cringed as a blood stained smile grinned down at her. “Long. Live. The New Queen.”

Starlight shuddered as the nightmare shifted again, the swirling colours drowning out Chrysalis’ screams.


Starlight anxiously watched the rest of the nightmare play out. The filly sat on a small pink throne, passing out folders of information out to the changelings who switched sides. “Thorax, I think you’d be best in the Crystal Empire. Kevin, your mission starts in Ponyville. Did everyone get a…oh no, you didn’t? Here you go sweetie, what’s your name? Lily? Lilac? Okay, how does Canterlot sound?”

Discord raised an eyebrow as he watched her work. “How does this help us defeat Starlight?”

“It doesn’t. This is just a side project.”

“Discretely replacing nobles with changelings and taking over high society circles is a side project to you?” Discord thought for a few moments and chuckled. “Well, I guess everyone needs a hobby.”

“See? You get me. If only the former queen shared your charming personality,” the filly sighed. She grinned as she spotted a familiar zebra enter the hive. “Zecora! Finally, it’s been too long since I saw you last.”

Zecora took a long look at the psychopathic filly. “The former queen has been contained. As it was with previous enemies, you showed no restraint. While I was happy to offer you my aid, I find that my courage around you is starting to fade. The vengeful spirit’s wrath is a horror to see. Please pardon this zebra, as I excuse myself and flee.”

As Zecora turned tail and walked away, the filly waved to her. “Kay then! We’ll hang out some other time. Thanks for all your help!” She sighed. “There goes the wisest person I’ve met on this planet.”

Discord crossed his arms. “What, you’re an alien now?”

The filly shrugged. “How should I know? Okay everyone, you’ve got your assignments! Memorize your roles and a few days from now, when Starlight Glimmer has her mental breakdown, I’ll come back and we can start rehearsal. And hey, thanks again for putting up with my insanity. I know I’ve asked a lot out of you but things will get better if we all do our best. In the meantime, get on out there! Have fun! Climb a tree, eat cake, and all that jazz!”

The filly smiled as the changelings wandered off. Trixie and Spike walked into the room, past the changelings. “We have successfully captured the rest of the hive.” Trixie said.

“Awesome!” the filly cheered. “And speaking of awesome, bravo! My dear, that was quite the show!”

Trixie blushed at the praise. “It was nothing for the Great and Powerful Trixie. Really, you were the one who planned most of Trixie’s show.”

“You got my message across alright. A single pony turning herself into an army. Sometimes we need to believe in more than friendship or equality. When a smile is turned upside down, sometimes people need to believe in their own power,” the filly said.

“That sounds kind of like a friendship lesson,” Spike remarked.

“Oh friendship is important, my boy. But so is individuality. You need to learn how to have confidence in yourself, not just your friends. If everyone is firing on all cylinders, well so much the better then. But back to Trixie’s praise party! While it was my idea, the execution was all you, darling! Sure, we could have used a spell to make clones, but nothing beats the classics! Amazing what one can do with smoke and mirrors.”

Trixie smiled sheepishly. “Well, smoke, mirrors, and a few other secrets that Trixie cooked up all by herself.”

“Ooh! Do tell.”

“Sorry little filly. A magician never reveals her tricks.”

“Oh but she can. There’s great risk but even greater reward if you can tell them all your secret and STILL leave everyone in awe and disbelief.”

Trixie raised an eyebrow. “Um, okay. Whatever you say. Shall we turn our focus back on Starlight again?”

“She HAS been the focus of our little horror show. I think we’re all eager to see what you’ll do next,” Discord said to the filly.

“I suppose so.” The filly smirked and looked at where Starlight was watching. “Do you hear that Starry? I’m all out of distractions. I can now focus my attention and work on making our relationship more…intimate.”

Spike raised an eyebrow. “Who are you talking to?”

“Starlight Glimmer. Or rather, I will once I’m in range for the potion to work again. Oh, but you weren’t there for that, were you?” The filly chuckled as Starlight gulped uneasily. “See, a while ago I borrowed a copy of Botanical Legends from Princess Twilight. A book full of rare plants just waiting to be ground up into potion ingredients. I found a few flowers and roots that when mixed together can make all sorts of dizzy spells and sleeping potions. I was even lucky enough to find some of Princess Luna’s old fur in Rarity’s boutique. Mix it all together with a few special ingredients, and I created an improved version of a home remedy as old as it is powerful. A special little drink that can give one pony complete control over another pony’s dreams. Parents used to give it to their children to calm their nightmares; back in the day when Luna wasn’t there to battle their fears for them. Her fur just gave it an extra oomph! Of course the potion had terrible side effects that stopped ponies from using it…insanity, being the major one. Not like that’s a problem for me!”

The filly stood up and walked towards Starlight. “I slipped some of this potion into a special cider. It was tricky convincing her to drink it. I had to give it to every pony so that she wouldn’t suspect anything.”

“Wait…you poisoned everyone in Ponyville?” Spike asked.

“Poison is such a strong word. Once I took the other potion, it wasn’t too hard to shift through the dream doors and focus on Starlight.” The filly paused and giggled. “Okay, that’s a lie. I had a killer headache for the first few days. If I wasn’t crazy already, that potion would have left me in a coma! Props to Luna, it’s harder to dream walk than you’d think.”

The filly smirked at Starlight again. “Once I blocked out those other minds though, it was child’s play. I’ve been conjuring up all sorts of nightmares to twist Starlight’s mind until it snaps like a twig! But with any great legend, there’s some truth sprinkled in. Sometimes I’ll let her take a look at what I do when she’s not watching me or I’m away from Ponyville. But those dreams, I make sure to keep forgettable so that she doesn’t catch on too soon. Until today. Ponyville is still recovering, old Chrysie is losing her mind in the dungeons, and Starry herself is lying on a hospital bed. Once I’m close to Starlight again, I’ll give her my memories of this day plus a few other funny little thoughts, just to show her how utterly screwed she is. This spot right here is where Starlight is going to be watching us. Say hello everyone!”

Discord frowned at Starlight. “So she can hear us? Hmm.” He tapped his chin thoughtfully. “And you’re choosing today of all days to let her know just how far you’re willing to go.” An evil grin stretched across his face. “Which means…”

“Oh ho, ho, ho! Starlight Glimmer…” Discord’s eyes glowed red as he grinned at her. “If this filly treats you the same way as Chrysalis…I’m going to enjoy what happens next…”


Starlight Glimmer groaned and sat up in her bed. She cried out in pain and opened her eyes wide in shock. She was lying in a hospital bed with several bandages on her and an IV line. Her eyes frantically darted around the room, looking for help. “Hello? Is anypony there?”

“Miss Glimmer!” she saw Nurse Redheart enter her room, looking pretty relieved. “You’re awake. We were getting worried we might need to move you to intensive care.”

At first Starlight thought this might be another nightmare. But the pain she was under confirmed that her nightmare was all too real. “What happened? How did I get here? The last thing I remember was Discord talking to Twilight about…about…” Starlight’s eyes widened. “How could I forget? What did that freak do to my mind?!”

“Miss Glimmer, please calm down! You lost a lot of blood when the changelings attacked. You’ve been asleep for several hours.”

“What?!” Starlight exclaimed. “There were changelings?! What else did I miss?! Did the blasted filly invite Nightmare Moon and Tirek over for a tea party over my comatose body?! Can’t any of you idiots do anything right?!”

Redheart cringed as Starlight raged on. “Um, perhaps those questions can wait a while. You really need to-”

“Oh shut up!” Starlight snapped. “Just…just shut up.” She grumbled as she tried to remember what exactly had happened to her. “The…the changelings! Chrysalis! Discord! The…the filly! What did she…”

“Starlight, please! Stop struggling. The blood transfusion was successful but you still need to rest.”

“Blood…blood transfusion?” Starlight asked.

“Well of course. We couldn’t just leave you like that, though it wasn’t easy to fill you back up. We don’t have a lot of samples that match your blood type. Fortunately, one brave, generous little filly was happy to donate. We didn’t think she would have enough, but then she reminded us of those medical tests we did when she first came here, including some blood samples that were still in storage.”

Starlight’s eyes widened. “Oh no…”

“Oh I think that’s her now!” Redheart smiled as she heard a knock on the door. “She had to pick up some things for a friend but she hurried back here when you showed signs of waking up an hour ago.”

“Please…no…”

The door opened and the creepiest grin Starlight had ever seen walked into the room. “Starlight! Oh, we were so worried about you!” Redheart smiled as the filly stood by the side of the bed and gently hugged Starlight. “I’m just grateful I was there when you needed me.”

“No…”

“So, how are you feeling, blood buddy? Ooh, isn’t this exciting to think about! Right now, there’s a teeny little piece of me inside you. Like a tiny little filly just…wriggling about under your skin. I feel like this experience will really bring us together! No matter how far we go now, we’ll always be together…or at least until my blood cells die out in a few months,” the filly giggled.

“Anyway, I don’t want to disturb you any longer. A big girl like you needs her rest, yes sir! Just brought you a get-well-soon present! Whelp, get well soon Starry!”

With glazed eyes, Starlight watched the filly skip away. Her face was blank. Her mind was blank. She felt cold and itchy all over. Looking back at the package the filly left on the table, she cautiously pulled the cover off. She stared at the glass jar containing her cutie mark.

“Can I get you anything else, Starlight Glimmer?” she distantly heard Redheart ask. Starlight stared at the nurse for several seconds. Slowly, a smile spread on Starlight’s face.

“He. Aheh. Heh, heh, heh.”

“Starlight? Are you okay?”

“He, he, he. Aha, ha, ha. Hoo, aha, ha, ha! Aha, ha, ha, ha!”

Starlight’s evil grin widened as she slammed her hoof on the table. “That fool.” She laughed as she knocked the jar off the table. The glass shattered on the floor and she laughed some more as she felt her cutie mark, her bright colours, and her magic return to here. “That crazy fool! Aha, ha, ha!”

Redheart took a step back. “Starlight?! What’s-”

“SLEEP!” Starlight snarled as she fired a beam of magic at the nurse. Poor Redheart was snoring before she hit the floor.

“All that hesitation. All that time spent playing nice! Well I’m through playing games with you brat! I’m wiping that grin off your face and putting an equal sign on your flank!” Starlight’s horn glowed as she laughed some more. “I will not stop! I will not rest! I don’t care who I have to crush to get to you! This! Ends! Now!”

Aha, ha, ha! Ha, ha, ha, ha!”