• Published 6th Nov 2016
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Change: Queen of The Hive - tom117z



Changeling hives are vanishing with no trace left behind, who, or what is hunting the changeling race? And what fate awaits Queen Twilight Sparkle and the rest of her hive?

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42 - The Fall of Ponyville

Ponyville, Simultaneous to the Attack on Fort Hurricane



Far from the ongoing chaos at Fort Hurricane, the denizens of Ponyville carried on throughout their day with relative normality. The EUP presence, however, was an unfortunate reminder of what had occurred there a short while ago. The EUP were all but in control of the town without a mayor to oversee things, but the ponies would be lying if they claimed to have been mistreated. After all, the EUP were there to preserve the town and not to destroy it themselves.

Spike, ever the watchful dragon, remained within the town. The recent defeat they suffered was still fresh in their minds, the guilt even more so. It had cast a shadow over him that had yet to clear.

Spike was sitting atop one of Ponyville’s many rooftop vantage points, and from there he could see much of the town. The town hall had undergone extensive repair work, and the EUP had turned it into their command centre while they were set up within the town. Their compliment of helicopters had been landed near Sweet Apple Acres, the Apples having loaned some of their more open land for that very purpose. Regular patrols wandered the streets, and anypony suspicious was either scanned by a unicorn or had been subjected to the salve the zebra shamaness Zecora had designed many years prior. These were few and far between, but they did happen, and they had yet to discover any actual changeling infiltrators.

All new ponies entering the town were also checked, a point which Pinkie Pie assisted with. Nopony entered Ponyville without her knowing about it. Neither did the EUP send patrols to the nearby areas, rather they were focusing on making Ponyville all but impossible to infiltrate. Any changelings who wanted the town would have to attack it directly and in plain sight, on the EUP’s terms.

On that front, the EUP were prepared for any attack equalling or surpassing that one that claimed the Mayor’s life. It would take a swarm of gigantic proportions to break their defences, which was unlikely given the town’s less than ample strategic value. The only notable thing was the presence of the Element Bearers, and their power had already been rendered useless by Twilight Sparkle’s fate.

That information did nothing to put Spike at ease; it hadn’t exactly stopped Queen Crudelis all those years ago. The dragon shook his head to rid himself of such depressing thoughts, he needed to remain focused. His stomach then gurgled, making him realise he also needed to not starve to death in the meantime.

“I suppose I have been sitting here all day…” he muttered to himself. “I suppose a gem or two won’t hurt.”

So with that in mind, the dragon hopped off of the rooftop and onto the ground below. After an apology to a mare he startled ever so slightly, he sauntered off in the direction of Fluttershy’s cottage. She, in his experience, was quite good at baking with gems. And he really had a craving for ruby pie, he just hoped Rarity wouldn’t mind if they borrowed some from the boutique.

The trip was a quiet one, passing by the various ponies. Everything was as it should have been, and it didn’t take long for all of that to be left behind as he left the centre of Ponyville and skirted towards the edges of the Everfree Forest. Fluttershy’s cottage stood at the edge of said forest, animals as plentiful as always.

All of those animals gave the dragon wary looks as he passed on by, but didn’t otherwise bother him. What could a bunny do against a fire breathing lizard anyway?

A knock on the door announced to the cottage’s occupants that they had a visitor, and it took no time at all for the yellow pegasus in question to reveal herself.

“Oh, Spike!” Fluttershy greeted cheerfully to the dragon, somewhat to Spike’s amusement as he briefly reminisced of her past fear of his species. “Do you want to come in?”

“If it’s no trouble.”

“Oh, of course not!” Fluttershy assured as she stepped aside, various animals scattering as the dragon walked on in.

“Is it me, or are there more animals than usual?” Spike asked. “They’re all normally outside, not in here anyway.”

“I know, they all seem to be a little frightened of something,” Fluttershy agreed worriedly. “I wonder if a storm is on its way.”

“Rainbow Dash hasn’t said anything about it,” Spike pointed out. “Maybe the EUP just has them spooked.”

“I suppose that might be it. But they won’t say either way.” Fluttershy tapped her hoof on her chin. “I’m not sure they even know themselves.”

Fluttershy’s eyes then widened, the pegasus mare looking at Spike with apologetic eyes.

“But where are my manners? You must be starving, having been sitting on that rooftop all day long! You really must try not to exhaust yourself.”

“You saw me, huh?” Spike asked sheepishly.

“I went to the market earlier,” Fluttershy responded. “We all know how much… well, what happened affected you.”

“Well, if I get some food in my stomach I’ll be fine,” Spike assured.

“Then it’s a good thing that ruby pie is already baking.”

Spike raised an eyebrow. “You know me so well, huh?”

Fluttershy giggled. “How else would I be able to look after you all so well? I can’t simply let my friends go hungry like that.”

“No, I suppose not. It’s very kind of you.”

As Fluttershy made her way into the kitchen, Spike walked into the main living room and had a look around. There were no animals in that room, probably wanting to be anywhere else apart from next to a ‘big scary dragon’. Though Spike didn’t mind all that much, Fluttershy was the one who was good with animals, not him.

Then a bang caught his ear, causing him to stand completely upright as he listened in. It was quite faint but it was there, and it wouldn’t be the last. A strong vibration filtered through the house, a teacup on a nearby table falling and smashing against the floor. Alarm began to fill Spike as several more bangs could be heard, each louder than the last.

And then a scream came from the kitchen.

Jolting into gear, Spike quickly sprinted into the kitchen where he was met with a chaotic scene. The window had been completely smashed in, and a changeling drone with glowing red eyes was staring directly at Fluttershy, who was pinned directly underneath him. The changeling’s horn was charged, a spell ready to incinerate the trapped pegasus and would do so before Spike was able to intervene. His fire would burn them both, and by the time he had tackled the changeling the spell would have already been launched.

That was, however, if it wasn’t for one other small detail that Spike had noticed on entering the room.

A large bear had followed the oblivious changeling through the window. Said changeling’s spell went wide as the bear latched onto the changeling’s tail and dragged him back out of the window. His shouts stopped moments later.

Spike blinked. “Well, he made a mistake.”

He then crossed the remaining gap between him and his pegasus friend, who was shakily getting up off the floor. “Are you okay!?” he urgently enquired.

“Y-yes, I think so…” Fluttershy replied, trying to calm her breathing. “That c-changeling, what was it doing here?”

Another bang readily answered that question.

“Ponyville!” Spike realised, turning with the intent to rush out of the front door.

That was when a large section of the house caved in on itself, Spike instinctively raising a wing over Fluttershy to shield her from the coming rubble while his scales did much of that for himself. Even when the rubble stopped flying, the flames arising from the rest of the cottage was rather informative of their situation.

“My cottage! The animals!” Fluttershy cried in alarm, tears breaching her eyes.

“They would have fled at the first sign of danger!” Spike shouted. “Come on!”

Practically throwing the distraught pegasus onto his back, he quickly leapt out of the window the changeling had entered through. Once outside, the devastation was clear. A black cloud which could only have been a changeling swarm surrounded the town, the size of it was the culmination of all of Spike’s fears. The bear had discarded the torn remains of the drone, the rest of the animals having gathered around the mighty beast.

Realising that both the animals and ponies within the burning town may need her help, Fluttershy slid off of Spike’s back and attempted to place on a brave face.

“All of you, you need to leave!” Fluttershy commanded to the animals. “Get as far from here as you can, they won’t be interested in you!”

The animals seemed reluctant to leave her.

“Go!” Fluttershy ordered with a stamp of her hoof, getting the animals to finally comply.

The changeling who had damaged the cottage returned and made a swipe at the dragon and pegasus, but Spike made short work of them as they were met with his flames. With the animals gone, and the nearby changelings no longer a threat, both of their attentions turned to the town. They could see several helicopters in the air, their blue mana bolts firing into the changelings, but there were too many of them to combat effectively.

“All those ponies…” Fluttershy muttered. “Our friends!”

Spike growled. “I knew this would happen, I just knew it.”

“But why would so many come here?”

“I cannot say. But I’m sure simple cruelty has something to do with it,” Spike replied morosely. “Come on, we need to get down there.”

Despite her fear, Fluttershy gave no objections.

They ran back to town, deciding that flight might have attracted more attention. With the swarm distracted, they had no opposition when it came to entering the town. Once they were in though, things became a little more difficult. Everywhere they turned, from each street corner and every single alleyway, changelings were tearing everything apart. It was just like the battle eight years prior, only this time the hostile changelings were clearly winning. The swarm itself was also larger than the force Crudelis had brought to Ponyville, at least twice the size, and much of it was remaining in the sky in order to prevent aerial escapes.

Bodies were lining the streets, both changelings and ponies. Even a few faces Spike recognised, though the dead ponies they were seeing were mostly EUP.

Ducking down one street, Fluttershy stayed close to Spike as he incinerated a group of changelings directly in their path. Another jumped at them from the side, and Spike made a quick step back as he clamped down into the changeling with his claw. With the drone struggling in his grip, he almost ended their life much as he had done with the other changelings. But then remembrance briefly crossed his mind as to the drone’s forced servitude, and so he simply slammed them into the floor and knocked them out cold instead. It may have been a small deed, but if that changeling could someday be freed then it would count in some way.

And yet he had to kill several more in his way, all equally innocent while under outside control. The problem with war, things aren’t always so black and white. Even if Spike wanted to spare those changelings, doing so would mean his and Fluttershy’s demise.

Whatever it took, the Empress would pay for every changeling and pony death dearly.

The duo finally made it over to the town hall, which seemed to be the only location still under EUP control. A shield had been erected around the structure by several EUP unicorns to keep the swarm out, and the shield was tuned to only let all non-changelings in, disguises or no disguises the changeling would be fried on any attempted entry.

A nearby EUP commander was barking out orders. “All of our transports are down, we need another way to get these ponies out of the town! Ngh, but they’ll have all exits from Ponyville covered!”

There were indeed plenty of civilians there, it appeared that on the swarm’s arrival the EUP had been quick to herd most of the town’s residents to the town hall for their protection. They had realised the swarm was beyond their ability to defeat, and so had focused on the preservation of the ponies they presided over. It also explained why most of the pony dead was of the EUP outside the shield, their actions had saved the majority of the civilians.

Lyra and Bon Bon. Cheerilee and her class. Octavia and Vinyl. Spike was relieved to see so many survivors, he had feared the worst.

“There ya’ll are!” Applejack exclaimed as she approached with her elder brother in tow. “We thought the swarm had gotten the both of you!”

Applejack hugged Fluttershy, who was equally relieved to see her friend. Spike could also see the other two Element Bearers among the crowd, though they were assisting in whatever ways they could.

“Applejack, what happened?” Spike asked.

“Me and Apple Bloom were selling our stock at the market,” Applejack explained. “Then this huge old cloud of changelings appeared so suddenly, they are not messing around.”

The shield flickered against a barrage of magical fire, but it held for the time being.

“This thing ain’t going to hold long,” Applejack grimly noted. “But anyway, the farm got hit pretty hard according to my brother. He had to knock heads together just to reach this place.”

“You fought your way through the entire swarm by yourself?” Spike asked Bic Macintosh, a little impressed.

“Eeyup,” he responded in the affirmative.

“Where’s Apple Bloom?” Fluttershy asked.

“With Scootaloo and Sweetie Belle, helping Miss Cheerilee keep the colts and fillies calm,” Applejack explained. “…Some of them can’t find their parents.”

Fluttershy drooped. “Oh…”

“This is BAD!” the voice of Pinkie Pie pointed out as she appeared next to the group. “I’m trying to keep their spirits up, but they’re all really really scared!”

“And for good reason,” Rainbow Dash stated as she joined them. “The shield is about to give up the ghost, then we’re fair game for these lings!”

“Then we need to get these ponies out of here!” Spike shouted.

“We know!” Rainbow responded in frustration. “But all of the EUP’s transports are down, and if a pegasus even attempted to fly out they wouldn’t make it above the rooftops!”

“Oh, I have an idea!” Pinkie suddenly announced, before hesitating. “Well… I didn’t actually have it, she did!”

She pointed to her elder sister, Maud, who was now beside her out of nowhere.

“Hello.”

“Maud?” Spike said in surprise. “What are you doing here? You could have stayed in your cave home thing until this blew over, or even used those tunnels to escape…!”

Maud raised an eyebrow.

“…Oh. Right.”

“See?” Pinkie stated. “All we need to do is reach those tunnels and then we can get everypony to safety! What’s more is that I installed a tunnel to Maud’s place into my party planning chamber, and I think Sugersube Corner is still standing.”

“I can’t believe that place if going to save us all,” Applejack deadpanned. “I didn’t know it even connected to Maud’s place.”

“Only we did,” Pinkie replied. “Which means the changelings won’t know even, because Twilight doesn’t know!”

“OK great. But how do we get there without, you know, dying!?” Rainbow demanded to know.

“We can help with that,” the EUP commander from earlier stated, overhearing the group. “We still have enough of us left to give a distraction. We send out multiple groups of civilians, and at the same time we’ll send out a group of us to cause a ruckus and divert attention. It won’t get all of them off your backs, but it’s the best shot these ponies have.”

“But that’s suicide for the ponies doing the distracting,” Spike noted.

“We know. But it’s our job, we intend to see it through.”

“Well, thank you kindly for this,” Applejack said, removing her hat and holding it to her front. “We won’t forget it neither.”

“That would be appreciated,” the Commander responded. “You arrange the civilian groups, I’ll ready my troops.”

“I think three groups should do it,” Spike decided.

“I’ll go with the first group,” Rainbow Dash announced. “Somepony needs to look out for them.”

“I’ll go with you,” Pinkie said. “You’ll need me to open up the secret entrance!”

“Sounds like a plan,” Applejack agreed. “Me and Mac will go with the second group. Fluttershy, you come too.”

Spike nodded. “Then I’ll go with the third group. After that it’ll just be the EUP, hopefully some of them can also make it.”

“But what if some changelings follow us in?” Applejack asked.

“Wishful thinking, Applejack,” Spike simply responded, not instilling much confidence in the apple farmer.

The minutes after that were a flurry of activity. Cracks began to spread along the shield, the unicorns under increased stressed. A few collapsed, and there were too few to take their places. The civilians were set up into three groups, Rainbow leading the first with Applejack the second and Spike the third. Likewise, the EUP set up their forces for the distraction. The plan was ready, and they only had to execute it accordingly.

“Now!” the EUP commander shouted out.

The EUP group exited first, attacking the nearest changelings and making themselves as visible as possible. Much of the changelings attacking the shield swerved to pick off that group, who proceeded to fight to the last.

With that done, Rainbow Dash’s group were able to make a go at it. The moment they stormed past the shield they ducked into anywhere that would give them cover and headed straight for Sugarcube Corner. Once they had vanished from sight, the second group performed the same routine. This time, a few drones noticed the fleeing civilians and gave chase. They still focused on the EUP however, seeing them as the biggest threat.

Once they were out of sight, so too did the final group prepare. On the command, they charged out of the barrier just as it finally gave way and the EUP made their final stand. The third group made it half way to Sugarcube Corner, and that was when things went wrong.

A beam of lavender magic struck the ponies, killing several and injuring others. Lyra Heartstrings was knocked unconscious by the blast, Bon Bon swooping her wife up and onto her back without stopping, the skill of the manoeuvre showcasing her past experiences with life and death situations. The ponies kept running, but Spike shot up into the air and glanced around to locate the source of the blast.

His blood ran cold.

“T-Twilight…?” he muttered, looking towards the Changeling Queen towering above him.

Twilight Sparkle looked back, her glowing red eyes filled with none of the warmth Spike was used to from them.

“Empress, it appears the ponies had an escape route of which I was unaware. The Element Bearers may have already left.”

“Unfortunate, but no matter,” the Empress replied to the Changeling Queen.

“I, however, believe that they might somehow be using the cave system. I can have my drones flush them out and slaughter them easily.”

“…No,” the Empress decided. “They are fortunate this day, it may serve me better to let them live for the time being. Let them spread the horror of what happened here, it should sink Equestrian morale even lower. It was the whole point of this attack after all.”

“Yes, Empress.”

“With one exception,” the Empress added in. “Kill the dragon.”

“As you wish.”

Spike’s eyes widened further as Twilight charged forwards, a blade of magic forming and slicing at the dragon. He made a quick dive, the blade just gouging at his side and leaving a considerable wound. He quickly doubled back and began to rapidly fly through the buildings in an attempt to escape the Changeling Queen. She, however, was able to keep pace and rapidly began to close the distance. All the nearby drones stayed on task and took no notice, the Empress wanting Twilight to be the one to strike the killing blow.

Spike suddenly found himself in a clearing, and a wave of lavender magic caught him in the back and elicited a shout of pain. Spike tumbled from the sky and hit the dirt with the sound of cracking bones. As he managed to rise, he noted that while his wings were not broken they had been badly torn by Twilight’s magic. His ribs however were definitely broken in some way or another.

Twilight landed in front of him, the towering Golden Oaks Library sitting silently directly behind the Changeling Queen, all lights off and the door already sitting ajar.

“Twilight, it’s me!” Spike shouted out desperately. “It’s Spike! Your number one assistant! You hatched me from an egg, you were always like my big sister!”

Another lavender blade former, more of Twilight magic taking hold of Spike’s legs and keeping him in place. The dragon knew to live he had to fight, but his will to do so simply wasn’t there.

“Twilight… please…” Spike quietly begged. “You’re like my big sister. I love you.”

If Twilight had any inner turmoil, it did not show on the outside. Her blade was raised, and she was ready to end the dragon’s life in a heartbeat.

Then an arrow struck the Changeling Queen’s side, the surprise causing her magic to short out and drop Spike in place. Two surviving EUP ponies, including the Commander, had emerged from a street and opened fire on the Changeling Queen with crossbows. The Commander had hit Twilight, blood seeping from the new wound. Twilight rounded on her attacker, snarling as she removed the arrow that had barely pierced her chitin and dropping it the floor.

“Shoot her!”

The EUP ponies opened fire again, Twilight simply catching both arrows with her magic and turning them back towards her attacker. The Commander rolled out of the way, but his compatriot was hit in the throat and subsequently killed. A quick teleport heralded the Queen appearing beside the Commander, who dropped his crossbow and reached for his sword.

Only for Twilight to pick him up by the neck with her fangs, crush it, and then toss the carcass without care to one side.

Twilight then turned back to finish off her prey, only to find him gone. Her reptilian pupils dilated, rage seething within her. The ponies had stolen her kill from her.

Her gaze turned to the Golden Oaks Library, her old home. She studied the tree, the structure containing so many good memories for the Changeling Queen. It was there she had stayed as Celestia’s student, there where she had learnt so many friendship lessons so many years ago. It was important to the Queen of the Equestrian Hive.

Twilight lit up her horn, channelled all of her rage into one magical attack and unleashed it upon the tree. The front of the trunk caved in, the rest of the library proceeding to catch fire. The flames spread rapidly, quickly consuming the Golden Oaks Library fully.

Even if Spike had escaped, that action pleased the Empress greatly.


When Spike reached the caves he found that the other groups had made it, though his had taken the heaviest casualties. Once everypony was through, they collapsed the entrance behind them to help ward off any possible pursuers. With several injuries and several other ponies distraught, they had decided to camp in the cave system for a while before moving on. The intent was to head to Canterlot, it seemed like their best bet.

Spike was seen to by both Fluttershy and Nurse Redheart, both extremely taxed as only half of the hospital’s medical staff had survived. The dragon eventually managed to get them to move onto individuals with more pressing needs, insisting that he would be fine for the time being. Rainbow Dash and Applejack were helping keep watch while Pinkie Pie was helping cheer up Miss Cheerilee’s class with the help of the teenage Cutie Mark Crusaders, everypony who wasn’t injured had a purpose about them. It was in Ponyville’s darkest hour that the residents came together to help one another in any possible way they could.

Spike, however, simply found himself a nice dark corner away from the rest of the group. Twilight’s attack on him played over and over again in his mind, as well as the flames coming from the destroyed Golden Oaks Library rising up into the air. Twilight had tried to kill him. He had been looking into her eyes, and Spike had found nothing of the mare he had grown up with. That memory alone was too much to bear.

Then Spike began to cry.

Author's Note:

Next up, we discover the fate of Vanhoover, Las Pegasus and Manehatten.


She pointed to her elder sister, Maud, who was now beside her out of nowhere.

“Hello.”

“Maud?” Spike said in surprise. “What are you doing here? You could have stayed in your cave home thing until this blew over, or even used those tunnels to escape…!”

Maud raised an eyebrow.

“…Oh. Right.”

And MVP goes to Maud Pie! :pinkiecrazy:

Originally Pinkie was just going to point it out, but then Maud happened. I don't even know.

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