• Published 1st Jun 2016
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Fear Within - VirtualCipher



Twilight and her friends must find Spike and overcome their greatest fears.

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Chapter 48 - Invasion

In a matter of seconds, the throne room had been devastated with unsettlement, reckoned with despair all because of The Hunter. Canterlot had become a city of fear and it was all because of him.

Careless, maddened and burning with hate, his pale mask hid his vengeful eyes, concealing his keen teeth. All of the anger shown on his face was hidden, tucked away behind the mask that haunted Twilight Sparkle. Standing tall on the podium that elevated the two illustrious thrones belonging to the Royal Sisters, desecrate it with his filthy footsteps. Calmly, the darkling took a step forward, moving away from the wounded Princess of the Night, unconscious and hurt. Despite this, he showed no remorse to the act he committed. He kept his glare sharp towards the ponies at the other end of the throne room, hoping to spread the terror from his mask.

Twilight, failing to comprehend the situation, could feel herself turning cold. Becoming still like a statue as her heart began to rapidly explode with beat after beat. Eyes as wide as saucers, failing to make a sound as her lips grew firm and thin, the alicorn could feel herself numbing away, unable to take her eyes off the intruder that hated her guts. It was almost as if she had been snatched away from reality. Even with her friends by her side, she was scared.

While Applejack and Rainbow Dash hopped in front of their friends, the two positioned themselves as if they were ready to leap, to prepare themselves for whatever the darkling was going to throw at them. Baring their teeth and hardening their glare, the two mares took an immediate disliking to The Hunter's approach, despite that he only took a step forward.

There was an urge to break the distressing silence, Pinkie Pie, Rarity and Fluttershy all felt it. They wanted to say something, but all knowledge of words died on their tounges after witnessing the masked intruder wound Luna, using her as a shield against Celestia's attack. It left disgust but also an intense shock in their petrified eyes. Although they did not steel themselves like Applejack and Rainbow Dash, they still stood by Twilight's side, readying themselves for the worst.

What felt like an eternity, the deafening silence only lasted seconds when The Hunter took advantage of the moment, taunting the ones he hated, "What's wrong?" He asked, his voice waving mockingly. "Speechless? Dumbfounded? Scared? Our reunion, at last, and here, I am met with silence."

Princess Celestia finally managed to break contact with her sister's cold, limp body. Pain, agony and dread all swirled and swayed inside her, filling her with sorrow and rage. Raising her head towards and offering a piercing stare, it was her turn to take a step forward.

"What have you done?!" She shouted, her voice booming through the throne room. "What have you done to her?!" She demanded to know.

Showing no intimidation to the alicorn's furious shouting, The Hunter merely tilted his head and scoffed, "There is no need for concern. Your sister still breathes, even after that drastic move of yours. I merely weakened her and yet, you did more damage than me."

"More damage?!" Rainbow Dash interjected, piercing the few seconds of silence with a shout. "You've got a lot of nerve showing up here! You're responsible for Tartarus' breakout, capturing Starlight and now you're helping the changelings invade Canterlot! All of this damage is on you!"

"Come now, Dash." He murmured. "The night is still young. I'll show you all what real damage is." The darkling threw out his hand, motioning his unsettling, dagger-like digits, beckoning for a fight.

"We're not behind bars like last time, Hunter," Applejack growled between her teeth, joining in on the fray. "So you can expect more of a fight!"

Unable to take another second of this quarrel, watching it build up to a fight that she feared greatly for her friends, Twilight finally found the courage to speak. She rose her head and wore a mask of composure over her frightened face, shouting, "Enough! Please! What have you done to Starlight?! Where is she?!"

"In better care," The Hunter told. "After all, she's away from you!"

"If she's hurt-" The young princess gazed intently but was quickly cut off.

"And as always, still acting like a hero." The darkling derided, throwing his head back a little in frustration. "You're not a hero, you're an obsessive neat freak, crying over mishaps. You're a coward! A failure! A scared mare who can't even save her friends." He motioned his arms upwards, running his claws through the air as his voice began to flicker with anger, "Canterlot is on its last breath. It's over, you've lost! You can't protect anything or anyone!"

"That's not true!" Pinkie Pie fired back, rallying to her friend's aid. "We're still here!"

"But for how long?" The Hunter threatened, curling his claws into fists.

Determined and defiant, Applejack threw her voice with a bark, "Until the end!"

"Well won't that be brief." The masked intruder sneered, holding up his claw, a slither of smoke dancing and waving around his sharp digits as they curled inwards.

Unexpectedly, loud, sharp, clanking noises rose rapidly, ending with a booming crash. Everypony nearly jumped out of their skins in complete astonishment when watching a certain spot on the left side of the wall just before the podium explode. Tearing through, leaving a crumbling hole in the throne room's wall came an armoured, mechanical tendril belonging to the changelings' airship, scarping and planting itself into the floor while leaving one of the stained windows shattered, fractured into tiny pieces, scattered along the floor.

While The Hunter remained unfazed by the abrupt attack on the Royal Palace, everypony had averted their startled gaze towards the tendril that anchored itself into the floor and soon, followed by the sounds of light taps.

Emerging through the fractured hole in throne room's wall, treading lightly on the armoured anchor was a tall, slender changeling with an eerie, sly smirk plastered over her deceitful face. As her eyes captured her audience before her, they filled with a disgusting type of delight. Queen Chrysalis hopped off one of the many anchors her airship possessed, striding proudly towards The Hunter's side.

"Oh look!" She grinned, her eyes narrowing and targetting Fluttershy. "She's awake."

Feeling a sudden jab to her gut, Fluttershy didn't think it was possible to feel another intense tide of fear sweep over her. Shaking as the changeling queen laid eyes on her position, all she could do was nervously stare back, unable to say a word as she retracted neck back a bit.

Upon seeing the changeling queen make her entrance, Celestia's stare flared with disgust and hate, creeping out a whisper, "Chrysalis."

Unable to contain her snicker, Chrysalis put her attention on the alicorn, still holding a wicked grin, "Aw, Celestia... I hope you're not still sore after what went down back at Tartarus." She mocked.

"Call off the invasion, Chrysalis!" The Princess roared. "Your quarrel is with me, not with my subjects!"

"From where I'm standing, you're in no position to make demands." The changeling queen snarled. "You and your little pets can watch as my changelings swarm the city, capturing and containing all of your precious subjects. Everypony will soon be mine to control and then, well... Everypony can bear witness the age of the Changelings!" The queen howled a maniacal laugh. "Once I'm through with you, my victory is assured!"

"That's not going to happen!" Celestia challenged, moving a step forward in defiance.

Oddly enough, Chrysalis felt no annoyance or rage towards the alicorn's protest, in fact, she kept her devious smirk while looking back at the princess unsettling manner, speaking softly, "Perhaps you require some convincing." Soon, the softness in her voice hardened as she bared her teeth with a hiss, "You and your pets!"

In seconds, the changeling queen's sharp, crooked horn began to shroud in a haunting, green, luminous glow. Holding her ground, she fired a beam directed towards the alicorn.

"Princess Celestia!" Twilight cried.

With no room to add the panic with the anger she felt, Celestia swiftly pushed herself forward as her horn was encased in a radiant blanket of yellow. Just in time, a small barrier flung over her, acting as a shield as she was protected, holding off the attack. As valiant as she was, no one could deny that she was struggling.

Twilight and her friends watched Celestia fend of the changeling queen's attack, they were ready to interfere until Pinkie Pie hopped upwards with eyes corrupted in alarm, throwing a hoof and screaming as her mouth stretched open.

"Incoming!"

While Celestia remained preoccupied with Chrysalis, everyone followed the pink hoof with their terrified eyes, seeing how she was pointing at The Hunter.

Fading, the darkling became engulfed in the ink-like shadows he controlled, his form and appearance instantly vanishing as he transformed into a slither of smoke. Moving like a snake, charging at the other alicorn and her friends with great speed, The Hunter was inches away from his enemies as his passionless mask, his vicious claws and daunting spikes began to take form. Rising above them with a leap, he was ready to tackle the alicorn.

Surprisingly, Applejack and Rainbow Dash held their position and readied themselves for him to get closer. Feeling the overwhelming sensation as Twilight, Rarity, however, managed to work her magic, readying herself while Fluttershy and Pinkie Pie all held their ground, although fearing The Hunter's every move.

Frozen in fear, paralysed and helpless, Twilight winced, bringing a wing over her in defence as she tried to shield herself from the menacing darkling. Lost, unable to think, she closed her eyes and gritted her teeth, preparing herself for the worst. She tried to tell herself to move, to teleport, to fire back! But her mind, her body... She just kept still, frightened to move a single step.

He was so close. His claws nearly crashed down on her if it wasn't for the alicorn's sudden saviour.

Leaping into action, hurdling himself over the six ponies, Shining Armour generated a magic shield, glowing magenta as it hovered over his horn. Just in time, he bashed The Hunter head-on with his magic-projected barrier, causing the darkling to fly back.

When his mask collided with Shining Armour's magic, The Hunter felt a strong force push him back through the air like a tidal wave. No longer a trail of inky smoke, he returned to his original form, properly reconstructing his limbs, tail and body back as he landed on all fours like Timberwolf. His claws, both hands and feet, carved deep into the ground as he scraped along the floor, looking on at the unicorn who denied him. That emotionless mask failed to show any anger, but the spikes surrounding it rattled and waved in an irked manner.

Planting his hooves to the ground with a knock, safely landing in front of Twilight and her friends, he stared back at the darkling with a cold, icy stare as his neck thrust upwards. Shining Armour bared his teeth and his voice hardened with displeasure, "Round two, freak!"

Amazed, everypony could feel the relief pumping into their hearts as the Crystal Prince rallied towards their aid.

"Shining!" Twilight spoke in awe.

Forcing herself to make a move, concentrating, Celestia channelled her magic and absorbed her own barrier, fading it away and directing a beam towards Chrysalis, firing upon her.

Unable to react in time, the changeling was hit with a burning surge that spread through her chest. Celestia's impact managed to push her as she slid back, side by side with The Hunter. Unhappy in her vile, green eyes, anger brewing, Chrysalis hissed as spite began to drip from her sharp teeth.

Mirroring their intruders, Celestia and Shining Armour stood tall, strong and ready, blocking their path to the six ponies behind them.

"Everypony listen to me." The elder alicorn ordered in a stern tone, her gaze refusing to depart from the changeling and the darkling. "You need to leave, evacuate Canterlot and get to the Crystal Empire. Help anypony you can along the way."

"But what about you two?" Fluttershy asked with her voice quivering.

"We can't leave you both," Rarity joined. "Not with... These ruffians!" She cried in disgust.

"She's right," Twilight agreed. "Leaving you two isn't an option. We won't!"

"This is not a discussion, Twilight," Shining Armour objected. "If we all leave, what's to stop them from following us. We'll buy you some time to get out of here along with everypony else, Holly's already got a headstart on the evacuation. We'll do whatever we can to rendezvous with you at the Crystal Empire."

Trembling, fearing for her mentor and brother, the Princess of Friendship began to stammer, troubled by the reality before her, "But- But I can't-"

"Yes, you can!" Her brother told. "Now all of you, run!"

From the other end of the room, everyone heard the cold, short laugh of The Hunter as he stared right at them, breathing, "Yes... Run. Make this fun for me."

Twilight stood rigid in terror, too scared to move. Eyes corrupted in disbelief, her mouth trembling as her heart ached along with her breathing feeling strangled. She didn't want to grasp the reality she was in. Everything was falling apart.

Turning around, Applejack nodded towards her friends, signalling them to move back, "Come on everypony. You heard them, we need to go."

Fluttershy, Pinkie Pie and Rainbow Dash all exchanged quick looks of concern, regret filling their eyes like water as they promptly backed out of the throne room with Applejack. However, Twilight's hooves remained glued to the floor, unable to muster the courage to turn around, let alone move a single muscle. By her side, Rarity gently placed a hoof on the alicorn's shoulder, trying to reach her back into reality.

"Darling, you need to listen to me." She cooed. "We need to leave and get everypony to safety."

As if she had been caught in a net, dragged from the darkest depths of the ocean, the alicorn finally snapped out of her frozen state and slowly began to back away. It hurt to break her gaze from her mentor and brother the moment she finally turned around, following Rarity out of the door not before hearing Celestia's words.

"Be safe, my little ponies." She softly whispered.

On the verge of tears, like a child being separated from her mother, Twilight gripped her eyes shut and calmed her breathing, shaking away her fright and sorrow while quickly following her friends down the hall, hearing the double doors of the throne room shut with a loud thud.

Facing forward, they all began to sprint, the only exception being Rainbow Dash who hovered above her friends, flapping her wings with haste. The more they ran through the halls of the Royal Palace, the more the screaming, crying and shouting of the scared crashed into their ears. Hearts pounding, breaths shaking as their lungs began to burn for air, they reached the atrium where the ponies they had gathered ran rampant. They were cowering and hiding from the dangers that lurked outside.

As the six ponies miraculously picked up the speed, they exited the Royal Palace only to observe the horror happening before them. As their hooves felt gripped by the path they stood on, they all came to a sudden stop, helpless to look at what Canterlot had become.

Plunged into chaos, the night sky congregated with countless changelings buzzing back and forth, some flying through the air while others came crashing down like comets as they flew straight from the airship that had been anchored to the city. Crawling around buildings, and roaming the streets, apprehending anything that stood in their way. One by one, members of the Royal Guard were being subdued, hurt and contained in chrysalises while trying to evacuate the rest of Canterlot.

The capital of Equestria, a city deemed safe, protected and secured quickly became overrun by the changeling horde in a matter of mere seconds. Canterlot had now become a city of screams with ponies rushing to safety, following the escort of guards that directed them to the docks. They were scared, frightened, panicking as their hooves collided with the ground as they were led to the airships.

As the six ponies stood by the entrance of the Royal Palace, lost in this world of horror and abhorrence in complete disbelief, they quickly huddled together and crouched down, remaining out of sight.

"Oh no..." Fluttershy started, her jaw shaking, making it hard to speak. "We need to get everypony out of here."

"But how?" Pinkie Pie asked. "We need a plan! What's the plan?!"

Pressing her lips together in anger, Rainbow Dash looked up to the crowd of changelings in the night sky, growling, "I say we should stand our ground and fight!"

"You heard Princess Celestia," Rarity protested, her eyes and tone disapproving of the pegasus' plan. "We need to help anypony we can and evacuate them to the Crystal Empire!"

"Rarity's right! We need to get everypony to the docks," Applejack stepped up. "That's our only escape!"

"But we can't stretch ourselves thin around the whole of Canterlot, what if we get caught?" The pink pony questioned.

"That's not gonna happen!" The cowgirl stated with assurance and determination coating her voice.

Pulling herself together, Twilight whirled around to her friends, fighting off her worriment and donning a stern expression, but even her friends could see she was having trouble fighting off her anguish.

"Everypony listen to me." She announced, her body growing unnaturally still as she found the strength to stop her voice from quivering. "We only have a matter of time before Canterlot is completely overrun by the changelings. This sounds bad, but we'll need to split up! Spread out and search the city, find as many ponies as we can and send them to the docks, try to stay out of the changelings' sight, only engage if you have to."

"I'm willing to do everything to help those in need, but is splitting up really our best course of action?" Rarity inquired with a troubled look.

"We can cover more ground," Twilight answered. "We can split into twos and meet back up at the docks in fifteen minutes." Hovering her hoof from the ground, she began to point to her friends hastily. "Applejack and Fluttershy, evacuate the Royal Palace along with the guards. Holly might still be in there."

Obeying the princess' command with a nod, Applejack smiled, "Consider it done, come on, Fluttershy." She signalled.

"Stay safe, everypony." The timid pegasus added, hopping from the ground and steadily fluttering her wings, floating from the ground as she followed the cowgirl back into the Royal Palace.

Next, whirling her head to Rainbow Dash and Rarity, Twilight pressed her hoof back down to the ground, her tone of serenity beginning to crack a little, "Rarity and Rainbow Dash, I need you two search the plaza, we have to be fast!"

"Ha! Are you forgetting who you're talking to?" The pegasus grinned, vaulting herself off the ground and spreading her wings, hovering with perseverance. "Let's go, Rarity! This will be a cakewalk!" She said, dashing off without a second thought.

Doing well to keep her distress under control, the unicorn looked to her remaining friends as uncertainty crossed her expression only for it too swiftly fade into a determined look, "We'll be quick as possible! Please don't do anything drastic, I don't think any of us can handle a repeat of what happened back at Manehatten."

"Noted," Twilight breathed. "Be careful."

"Rarity, come on!" Rainbow Dash shouted at a distance, surprisingly clear through the damage spreading through the city.

On command, the unicorn snapped her gaze away from her friends and hurried towards the pegasus, leaving only Twilight and Pinkie Pie together at the entrance of the Royal Palace. With the alicorn's mind burning, the cogs constantly turning, she was beginning to feel herself detach from reality if weren't for her friend bringing her back.

"Come on, Twilight!" Pinkie Pie urged. "We got this, what do we have to do?"

Snapping out of what appeared to be her endless thoughts of nervousness, the young alicorn blinked and stammered at first, bringing herself to rethink properly, "Pinkie, we need to find my parents. If we're lucky they're still in their house which isn't far from here. I just hope the changelings haven't gotten to them."

"Just take the lead!" The pink pony sang with encouragement, raising herself with a hop. "I'll be right behind you."

Acknowledging her friend's support, boosting her confidence, the Princess of Friendship promptly whirled herself around from Pinkie Pie and pushed herself to move, bolting forward without a second thought. With each step, she leapt with haste through the chaotic streets with her friend close by her side, both looking out for those who were in trouble as well as hiding from the eyes of the changelings.


When the doors to the throne room of Canterlot's Castle closed, it became an arena.

Unable to react in time, Shining Armour quickly threw his head upwards, failing to dodge the incoming, armoured fist of the darkling crash down against his face. The impact caused him to stumble back, gritting his teeth in pain and annoyance.

As The Hunter launched his fist towards Shining Armour, he brought it back up, bashing the captain's neck with the whole of his wrist, soaring him into the air, ending with him crashing back to the double doors of the throne room with a thud.

Celestia wanted to aid her ally, she needed to, but the whole of her concentration was gripped by Chrysalis. Blocking the worriment from her eyes, showing only anger and focus. Standing her ground as if her hooves had been bolted into the floor, the graceful alicorn spread her wings and kept her horn enveloped in a blanket of luminous light, firing a ray of energy that darted straight towards the changeling queen in mere seconds.

And in those mere seconds, as if luck was on her side, Chrysalis' jagged, sharp horn flared in a haunting glow of green, blasting a beam of her own that carried the same daunting, emerald glow. Her magic collided with Celestia's own, the beams pushing and forcing themselves together, waiting to see who would triumph. Back and forth, the beams of energy pushed against each other with the two rulers feeling overwhelmed with exhaustion.

Despite this, Chrysalis grew a teasing grin, narrowing her eyes and letting out a yelp of joy that fed her cruelty, "What names await my new domain?" She asked herself, her power rising over Celestia's. "The Changeling Empire? Or how about "Corrupted Canterlot?"

The Changeling Queen's mockery only fueled Celestia's anger that burnt inside her like a furnace, but it weakened her focus as she could feel her hooves sliding, slowly being pushed away by Chrysalis' beam. With great strength, the changeling threw her head forwards, powering her horn as the beam became a wave of destructive energy.

Helpless to hold her ground, the alicorn failed to deflect or shield herself from the blast. Upon contact, she felt the burning and aching sensation of Chrysalis' magic overwhelm her, launching her back to the double doors next to Shining Armour. Surprisingly, Celestia remained on her hooves and despite feeling hurt, she found the strength to keep fighting.

As her mouth thinned with irritation, Celestia's eyes flamed with exasperation when looking at the two intruders who relentlessly held their ground. The clock was ticking, she needed everyone to get to safety and all she could do was prevent Chrysalis and The Hunter from joining in on the havoc happening outside.

Slowly, but surely, Shining Armour lifted himself back up on his hooves. His bones aching, his legs feeling heavy, Shining Armour fixed his focus on his two enemies. Both of them had played a part in hurting his family and it only built up the resentment swelling inside him. While the anger glowed on his face, he revealed his teeth, grinding them to suppress his temper.

"Do you think they've escaped by now?" Shining Armour quietly asked the alicorn through gritted teeth.

"No, not yet," Celestia answered, keeping her voice soft. "Help with the evacuation, escape with the others while I hold them off."

Refusing to depart his gaze from Chrysalis and The Hunter, Shining Armour replied, "No." He said rather bluntly. "I'm not leaving you here to deal with these two. We'll take them together and buy more time for the others."

"Shining-"

"We can do this together." The unicorn abruptly cut off. "For Twilight, for Canterlot."

Holding her words, refusing to enter an argument, Celestia smiled at the captain and nodded, composing herself and returning her gaze towards the changeling while Shining Armour's eyes kept glued on The Hunter.

Like a cannonball being fired, the Princess of the Day ran and leapt from the ground, bringing her legs up as she targetted Chrysalis with a fierce stare, spreading her wings and hurling herself directly towards the changeling. Quickly, she outstretched her forelegs forward, charging at her enemy with great speed.

Refusing to cower, the Changeling Queen stood tall and locked herself in place, presenting a grin twisting wryly as her horn glowed, generating a barrier in front of her. However, Celestia's strength proved stronger than her projected shield. Breaking, shattering like glass, Chrysalis' shield vanished as the alicorn crashed into her, throwing her down to the ground. Relentlessly, the changeling began to snap her teeth at her.

"Release me, you wretch!" She snapped.

As the two rulers crashed into each other, Shining Armour charged at The Hunter all while his horn glowed deep pink, firing blasts of energy his way.

Effortlessly, the darkling faded in and out, turning into a trail of smoke as he dodged the captain's attacks, slithering closer and closer to him. Although Shining Armour kept on firing, The Hunter finally stopped just inches away from him, whacking the side of his face with the back of his wrist then swiftly readying his other claw, spreading his spear-like fingers down on his horn, gripping it until his digits locked tightly.

Just when the feeling of his cold claw secured around his horn, Shining Armour's eyes were forced wide open while his mouth hung agape, however, failing to break free a single gasp. His pupils trembled yet formed like daggers as he briefly stared at the pale mask's drab eyes.

With his grip secured, The Hunter dragged the captain off his hooves and threw him to the side, heaving him to the nearest stained window. However, in a flash, as the prince's body went limp and so close to colliding into the wall, he vanished in an instant, teleporting away from the darkling's sights.

Leaving only a burst of light that shined in The Hunter's eyes, he was too late to comprehend what had happened or where the unicorn had teleported to. It only took a second for Shining Armour to appear above him, crashing down on his back like an anvil, clinging onto him as he furiously stomped his forelegs at the back of the darkling's head.

Irked and frustrated growls escaped from behind his mask, the rattling of his spikes began to wave back and forth in annoyance. While The Hunter could feel the back of his head being stamped on, he threw his arms upwards, trying to claw at Shining Armour, doing whatever he could to throw his off his back. Despite the annoyance, he remained on his feet as his growling grew louder in exasperation.

When the prince could feel himself slipping, he made his move quickly. With all his might, he stomped his hooves on The Hunter's back once more, causing the darkling to fall on one knee. Seeing him weakened, the unicorn's horn flared in a blanket of deep pink, firing a beam of energy at the back of his neck.

Burning and aching, feeling forced onto his claws, he whirled his head around the moment the captain's firing ceased, his neck still sparking with pain. His gaze followed Shining Armour leaping off his back, returning to the floor.

The prince's eyes formed like daggers, snarling at him, "You're gonna pay for what you did to my family!" He barked.

"And your sister's going to pay for what she did to me!" The Hunter growled, swaying his dagger-like fingers and curling them into a fist.

Rapidly, smoke surrounded the darkling, tangling the whole of his body as he instantly sank into the ground, disappearing from his enemy's sight.

Shining Armour's brain began to stutter and his maddened expression switched to concern when noticing The Hunter vanish from his gaze. These were tricks the captain was too familiar with. Keeping its luminous glow, Shining Armour readied his horn and began to swing his head from left to right, surveying his surroundings but failed to locate his position.

Quiet, worried breaths of his own bloomed in his ears, his heart hammering to break free from his chest and despite this fear that plagued his system, Shining Armour kept his composure.

Abruptly, bursting from the floor, The Hunter's arm erupted from the prince's own shadow. Flaring up, his cold, heavy claw clasped onto Shining Armour's face, each pointed digit digging into him. Once his grip was secured, he pulled the captain's head to the ground along with his body.

Before Shining Armour could even fathom what was happening, his face and body bashed against the ground, his vision blurring and his head spinning while his face grew sore. An anguished moan escaped his breath, but the pain didn't end there. Swiftly, strands of shadows and smoke crept from underneath the hurt captain, taking the form of the armoured monster and appearing behind him.

The unicorn failed to rise onto his hooves and away from the floor, he felt the hefty, freezing foot of the darkling slam down against his back, holding him down, incapable of moving. Although another groan unlocked from his mouth, it didn't cease his struggling, he kept fighting to break free as his eyes tightened, but The Hunter's clawed foot grew stronger.

In his grasp, this was his chance to put a stop to Shining Armour's resistance. Just as he motioned his claw towards the unicorn's horn, his hand engulfed in wisps of smoke, dancing around his fingers, The Hunter's head bolted up the moment he heard a vicious shriek. The inky eyes of his mask snapped from the restrained captain as he saw the Changeling Queen being hurled his way.

Just as the darkling whipped his head up, it was too late. Thrown by Celestia, Chrysalis collided with The Hunter, knocking him down as they were both forced to the ground.

Feeling the weight of the darkling's foot being lifted as he was pushed away, Shining Armour promptly hopped onto his hooves and whirled himself around. Holding onto his anger, he spared a moment of attention to the alicorn as she flew towards him, floating down beside him.

"Thanks for the save." The captain breathed in relief.

"I'm afraid it isn't over just yet," Celestia whispered, her pupils forming like daggers, gazing intently at The Hunter and Chrysalis.

Forced to the ground, unable to predict the changeling that was hurled at him, The Hunter's crashed down on his back, but hurryingly, his body and limbs vanished, transforming into wisps of inky mist that swirled upwards. Quickly, the darkling's body emerged from the smoke that began to fade, standing tall and back on his feet once more, returning his attention towards the captain.

Despite being thrown, Chrysalis failed to hit the ground. Just as she collided with The Hunter, the vicious queen finally maintained control over her wings. Inches from the floor, her transparent wings began to rapidly flicker up and down, buzzing and hovering in the air. Swift and elegant, the changeling revolved herself around while a crazed look took hold of her expression.

Clashing her teeth together and staring back at the alicorn in spite, venom filling her eyes, Chrysalis thrust her neck forward in displeasure and shouted, "It was gratifying torturing you back at Tartarus, but this..." A harsh cackle escaped her breath. "I'm going to enjoy taking everything from you!"

Like a bullet being fired, the changeling queen charged at Celestia with a fierce glare. Fire burning inside her. Captivating, Chrysalis had been engulfed in flames that carried an eerie, green glow that raged around her body for a second, burning away her appearance and form. As the magical flames died in an instant, leaving no trace of the changeling queen, Chrysalis took the form of a huge, hideous flying spider-like creature. A pair of clear wings carried on the queens' vehemently fluttering as eight armoured legs began to dangle through the air. They were like spears, sharpened for war. Staring at Celestia were five unflinching and soul-piercing, emerald eyes accompanied with two ruthless fangs, each hungering for vengeance.

Horrified, feeling repelled by the beast that charged at her, the Princess of the Day wiped away the fear that lingered in her eyes and replaced it with vigilance and valiance. Determined, Celestia locked her hooves to the floor, standing tall and enlightening her horn, sending multiple and swift blasts towards Chrysalis.

Ignorant to the alicorn's blasts of energy, too stubborn to succumb to the burning pains that stung her armoured, keen legs, Chrysalis carried on with her charge, all legs spreading out like the claw of an eagle.

Resilient, the alicorn held her ground and continued her attack. However, in a flash, Celestia was swept from the ground as the arachnid's limbs clasped hold of her body, dragging her to the end of the throne room. Struggling to break free, the princess fired a ray of energy directly at the shapeshifter, scorching her face.

The feeling of agony surfaced on the side of Chrysalis' face as she released a hiss of annoyance and discomfort from her fangs. Roughly, she dropped to the ground, releasing Celestia from her hold but towered over her. All eight legs punched into the ground, almost imprisoning the alicorn as if she was in a cage.

Spinning around in shock, Shining Armour shouted, "Princess Celestia!"

Just as he took the first couple of steps towards the two, hoping to engage, shadows burst before him as The Hunter appeared, blocking his path.

With five, hateful eyes peering down at her, Celestia watched with horror as the spider-like creature opened its fangs, thrusting the whole of its head down while trying to bite her repeatedly. Swiftly, the alicorn rolled out of the way, her horn glowing brightly and teleporting away, leaving only a brief burst of light that deconstructed her body.

Witnessing the teleportation spell of Celestia's magic and appearing before her, Chrysalis whipped her head up as her eight legs scurried back a few steps, gazing intently at the princess. She watched as the alicorn's glare hardened. Although the princess failed to tower over the changeling queen, Celestia didn't back down. She raised her neck, stiffening her legs and stretched out her heavenly wings.

Tenacious, courageous and gallant, the Princess of the Day; Ruler of Equestria positioned herself before the podium that elevated the thrones.

Swiftly, the form and appearance of the spider-like creature zapped away in a green flash. Flames of Chrysalis' magic swarmed and danced around her body, however, they quickly burnt out and faded away. No longer the huge, flying brute, the Changeling Queen stepped forward, back to her original form.

Carrying a sinister smile, unpleasant in the eyes, Chrysalis spoke with delight, her voice ringing, "Just imagine! Canterlot and everything in it will be mine and soon, the whole of Equestria!" She said, taking a single step forward, looking proud and mighty. "If it wasn't for a certain someone, your precious, little pet... Twilight Sparkle, would have been mine as well! When Fright's done breaking her, I could have kept her as my servant, my pupil. After what happened in Tartarus, she became a lot more interesting. It's quite a shame The Hunter wants her dead!" Her voice sharpened with malice, snapping her keen teeth towards the alicorn, her horn illuminating and firing a burst of magic.

This time, Celestia pushed herself to the side with the motion of her wings, dodging the queen's attack while refusing to break eye contact with her. With fury riding her voice, she shouted, "I won't allow that to happen!"

Still feeling the warmth of her nearing victory as if it was sunlight, Chrysalis continued her jeering, "This resistance won't do you any good, nor will it inspire any form of hope. Fright's going to break you and then when you're reduced to a broken, cowardly mess, you will be mine to dispose of!" Keeping its ominous glow, the Queen of the Changelings' crooked horn sparked with a droning buzz, launching another blast directly at the alicorn.

Enveloped in a magic aura of yellow, waving around and surrounding her horn, Celestia's jaw clenched as she fired a ray of energy, colliding and blocking Chrysalis' own.

The two rulers held their ground, their hooves slowly sliding back as the beams crossed together, each trying to force and push the other one back. Both their eyes flared in aggravation, the hate for each other boiling deep inside them.

Feeling the constant beating of her heart hammering against her chest, Celestia couldn't deny her fears. She was afraid. However it had to happen, she needed to buy time for her subjects, her friends.


Canterlot Docks

Against the enormous mountain, among the clean, rich, ivory walkway of the docks and far away from the battle, ponies were heard screaming, shouting and crying; calling for friends and family. Crowds of terrified faces looked to the night sky, their eyes widening, bulging from their sockets as the changelings invaded. Luckily, the docks had been barricaded and secured, turned into a haven by the Royal Guard. Like the branches of a tree, the walkways split, leading to many airships that were waiting to disengage from the docks. Armoured, huge, yet elegant, the many vessels were being loaded with citizens of Ponyville and Canterlot. They hurried without hesitation, rushing towards their only escape while bumping and crashing into each other. They were scared. Panic and fear now latching onto them like a virus.

Among the frantic groups of the scared ponies were Applejack and Fluttershy. Although the cowgirl maintained her composure, seeing everyone around her in such a frantic and frightened state was heartbreaking. Fluttershy may have been jumping and wincing, however, it didn't stop her from getting everyone to safety. They did all they could to evacuate everyone in the Royal Palace. Thankfully, Holly had already organised the escape with the help of her allies.

What lied beyond them was their airship, waiting and allowing the citizens to enter. However, before the two mares were the Cutie Mark Crusaders, terrified much like the rest. Their panic-stricken eyes looked up to them, their legs shaking as they crouched from everyone running around them, racing to their safety.

"You girls go on now," Applejack ordered, motioning her hoof. "We'll be right on board. Granny Smith and Big Mac are waiting."

"But what about you?" Apple Bloom asked with worriment trembling her voice.

"And what about my sister?" Sweetie Belle questioned with her fear breaking out.

On cue, Fluttershy wore a gentle and parental smile, speaking softly, "Don't you girls worry about us. We need to wait for our friends and help anypony we can."

"But-"

Unable to get another word out, the cowgirl interjected, "We'll be fine, Apple Bloom." She assured. "We need to wait for Rarity and the others."

"We'll wait for your sister, Sweetie Belle," Fluttershy eased. "You girls just get on the airship and wait with Granny Smith. We'll join you shortly."

Apple Bloom and Sweetie Belle exchanged glances, staring into each other's anxious eyes and feeling hesitation brewing in them. This feeling of resistance was quick to die as the screaming and crying around them got louder. Whirling themselves around and heading into the airship, they hurried much like the rest. However, Scootaloo remained hesitant, but in a scared way. Her head began to swing from left to right, looking to the two for guidance.

"It's okay, Scootaloo," Fluttershy cooed. "You'll be in the Crystal Empire soon where it's safe, okay? You'll be fine, I promise."

The filly responded with her voice quivering, "Oh- Okay." She simply said, pushing herself around and following her friends into the airship.

As the three fillies entered the vessel, both Applejack and Fluttershy spun around in sync, looking around frantically for their friends.

"Do you see them?" The shy mare asked rather worryingly.

Slowly, the cowgirl surveyed the area, trying to identify their friends through the flocks of scared and speeding ponies, shoving and bumping into one another.

"Ah can't-" Her eyes snapped open as she threw a hoof. "Wait! Over there!"

Speedily, Fluttershy's eyes followed her friends hoof as she watched four of her friends emerge from the crowd. Rainbow Dash took the lead, flying towards them swiftly with Twilight, Pinkie Pie and Rarity all galloping, their hooves stomping against the ground.

Joining up with the rest of her friends, reuniting once more, Twilight and the rest of her friends put a sudden halt to their rushing, stopping just in front of Applejack and Fluttershy. Desperately, the young alicorn looked around her friends and did a double-check to make sure they were all here.

"Thank goodness you're all here, is everypony okay?" Fluttershy asked.

Catching her breath, Pinkie Pie answered, "We're... fine, Flutters. We cut it a little close back there."

"I've been better," Rainbow Dash stated with slight disappointment, bringing herself to the ground. "I did everything I could to round everypony up, but it wasn't enough."

"We did all we could, Rainbow," Rarity comforted.

"Did everypony from the castle managed to get here?" Twilight inquire with an urgent look.

"Most of them," Applejack quietly confessed, averting her gaze. "We lost a few on the way here. The changelings just snatched them up from the ground and contained them in some sort of gel."

Enthralled in sudden horror, Rarity gasped, "Sweetie! Is she-"

"She's safe and sound, Rarity." The cowgirl answered with ease.

"Same goes for Scootaloo," Fluttershy added, looking at Rainbow Dash who broke free a sigh of relief.

"Even Mr and Mrs Cake?" Pinkie Pie asked.

"Yes, them too."

"What about my brother?" Twilight questioned with pleading eyes. "What about the princesses? Did they manage to escape?"

In response, Applejack looked down and closed her eyes, shaking her head, "No sign of them. I'm really sorry, Twilight."

Heartbroken, the young alicorn lowered her head, pressing her eyes shut as the weight of fear managed to crash through her composure. Slowly, she revolved herself around and forced her eyes open once more, taking in the destruction of Canterlot at a distance. Absorbing the haunting image of Chrysalis' vessel hovering over the Royal Palace with the changelings blasting around in the sky and scampering on the streets.

"We have to go back for them," Twilight trembled out a whisper.

Everyone exchanged faces of shock and heartache, showing a mixed response to the alicorn's words.

"Maybe Twilight's right! There's still time to go back," Rainbow Dash suggested. "We can still help them!"

"Your heart's in the right place, but we can't keep ponies waiting," Rarity disclosed. "The airships will be leaving any minute."

"I want to help just as much as you, Dashie," Pinkie Pie confessed. "But do you really wanna go back? What happens if we end up in serious trouble!"

"Even if we were to go back, we could get caught," Fluttershy joined, growing jittery. "By the changelings or even..." A gulp interfered with her words. "The Hunter."

"Fluttershy's right," Applejack backed up. "Princess Celestia and Shining Armour kept Chrysalis and The Hunter busy so we could evacuate the city and get to safety. If we go back just to wind up gettin' captured then all that would have been for nothin'. We can't go back." She said, her voice dying into a whisper as she bestowed a look of concern to the alicorn's back. "Not with The Hunter targetting us."

As all eyes fell upon the Princess of Friendship, still looking out to the ruined Canterlot, attacked and swarmed by the changelings. Sorrow and empathy swirled within them, feeling for their struggling friend. Before anyone could get a word out, everyone's ears pierced upon hearing a new voice join them.

"I know this is hard, but we haven't got all night."

One by one, they whipped their heads to the hefty airship anchored just behind them. Standing just in front of the entrance of the craft was Holly, looking expressionless but speaking in a comforting manner.

"It won't be long before the changelings close in on us. We need to leave now." She ordered, turning herself around and entering the vessel.

Stammering, Twilight's voice quivered, "This is really happening... Isn't it?"

No one wanted to be the one to answer Twilight. They were all hit with disbelief, sorrow and fear just as much as her. But surprisingly, rising above her sea of doubts, Pinkie Pie forged her way to the saddened alicorn, placing a hoof over her shoulder in comfort.

Sadly, Pinkie Pie looked down and spoke dolefully, "Canterlot had so many ponies in it... I didn't think we'd have to be doing another evacuation. But we did save a lot of ponies." She said, her voice sparking up with some form of cheer.

"And we can save more another day," Rarity supported, looking to her friends. "I hate to say it, but there's nothing we can do to save Canterlot now. We need to leave." Her voice was quickly gripped with melancholy.

"I'm afraid Rarity's right," Applejack agreed, stepping up. "I promise we'll come back for the princesses. Same goes for Shining Armour, but right now... We need to go."

Disconnecting from her position, raising herself up, Twilight slowly turned herself around, looking lifeless and depressed. Miserably lowering her head and moving like a zombie, she didn't say a word... and that was alright. Her hooves lightly tapped the ground, failing to make any sound.

Lost, hurt and frightened, everyone felt the same way the alicorn did. They all ambled their way to the airship, trying her best not to look back at the ruined city. Although Twilight lagged behind, the motion of her legs grew slower and slower as doubts crept and tangled her thoughts. In anguish, the young princess locked her eyes tightly as the anxiety returned to attack her.

Spike, Discord, Starlight and now the Royal Sisters along with her own brother were in the clutches of danger. Manehatten had been ruined, Ponyville had been taken and now Canterlot was being invaded. One by one, the friends she cared for were either taken, tormented or hurt. The alicorn's mind bubbled with worrying thoughts and horrifying feelings. Right now, all she wanted was to dig a hole and bury herself from the world... To cry. But one question buzzed around her.

What horror awaited them?

A sudden realisation sparked in Twilight's mind, facing the reality that this chaos was never going to end, not until Fright had been brought to justice! Horrible memories poured over her like water, her brain stinging when remembering the announcement. Day and night, for months, Spike waited to be found, but no one came. He suffered from that horrible fear-inducing poison, tormented by his fears and crying for help for who knows how long and now, the princesses, Shining Armour and Starlight were going to get a taste of it. She remembered just how terrifying the alchemist's concoction was back at Tartarus. How those illusions felt so real and fed her brain with terror and dread. No one needed to suffer, not like Spike did.

With her movement fading, Twilight's legs locked in place, forcing her eyes open as she shouted, "No!"

Alarmed, just before any of them could enter the airship, Twilight's friends quickly whipped their heads towards the alicorn, showing looks of confusion and concern.

"I can't leave them behind!" Twilight declared while her expression grew stern, but in the eyes, panic still dwelled and fear glinted. "Loss after loss, all this torment isn't going to end until they're stopped!" She said with the stomp of her hoof.

"But Twilight, we can't go back," Fluttershy tried to reason, her voice growing tender. "We're outnumbered."

Composing herself, breathing calmly, the alicorn stood tall and looked to her friends, "I'm not asking any of you to join me. You're all going to get on that airship and head to the Crystal Empire." She calmly instructed.

The alicorn watched as shock filled her friends' eyes and disbelief jolt through their bodies as they winced back.

Struck with terror, Rarity shrieked, "What?! Darling, you can't be serious!"

"Are you insane!" Rainbow Dash shouted, bolting next to the unicorn in support. "After all this, you're pushing us away again!"

Denying the alicorn's request, Pinkie Pie shook her head, "Nuh-uh. There's no way we're leaving you!"

"Please!" Twilight urged, her expression twisting in discomfort. "This is for the best."

"The best?!" Applejack bellowed, confusion surging through her, approaching the princess. "How's leavin' you behind for the best?!"

"Do you even realise what you're telling us to do?" Fluttershy added, looking horrified.

"Please, just listen to me!" The Princess of Friendship pleaded with watery eyes. "They're targetting all of you just so they can get to me! Just so Fright can keep me scared! I already had to witness Spike suffer and it's my fault he was tortured! I refuse to let any more friends suffer the way he did. Not the princesses, not Starlight, not Shining Armour or any of you! I'm not losing any of you... So, please!" Slowly, Twilight calmed her breathing and looked up to her friends with a parental smile, "Go to the Crystal Empire and stay safe."

"And whatever happens..." The alicorn breathed. "Just know I'm glad I got to be friends with all of you. Believe me when I say this is for the best."

As the five ponies watched fear crack through their friend, none of them took notice of the alicorn's horn until it was too late. It brightened and gleamed causing the princess to be engulfed in a ball of light that burst, briefly blinding them with a white flash.

"Wait, Twilight, don't do it!" Pinkie Pie screamed, throwing her hoof up only to realise she was gone.

Before them, Twilight had vanished from their sight, teleporting away from the docks and back to the fray.

"Where- Where is she?!" Rainbow Dash stammered, erratically whirling her head from left to right. "Where did she go?!"

Even though she was aghast, Rarity answered the frantic pegasus, "She teleported away! I told her not to do anything drastic!" She cried.

"What was she thinkin'?!" Applejack blared, staring at the ruined city of Canterlot in fear.

Fluttershy looked to her friends and felt fear infiltrating her system, eyes haunted by anxiety as she trembled out her words, "What are we going to do?" She blurted out.

Scared and uncertain, the five ponies all exchanged looks of fear, worriment and discomfort, swinging their heads back and forth between the airship and Canterlot.


Canterlot Throne Room

Exhausted, tired and growing weak, Shining Armour began to back away with caution, projecting a shield over his face with his magic. Growing unsteady, his legs began to shudder and failing to focus properly, the unicorn's look transformed from focused to disturbed within seconds as The Hunter towered over him.

Relentless and fueled with fury, the aggravated darkling kept on throwing punches to the captain's shield one after another. Swift and furious, it wasn't long before The Hunter finally bashed his armoured fists into the shield more rapidly, causing cracks to form in the projected barrier. Punch after punch, the cracks began to spread all over the shield.

With one more hit, The Hunter slammed the whole of his claw down against the barrier, inevitably shattering like glass which left the unicorn overwhelmed, watching his only form of protection break before him.

Before Shining Armour could execute another spell, the masked darkling lunged his other claw at the captain's horn, gripping it with his corrupted fingers. Surging through is hand, smoke began to emit from The Hunter's fingers. Carelessly, he lifted him from the floor, staring into his aggravated eyes.

"This isn't funny anymore, Armour!' He growled. "You need to stop wasting my time."

Struggling to break free, squirming around and fiercely growling, a rush of agony was sent to the captain's head as he howled in pain. Gripping his eyes shut, failing to ignore the throbbing and burning discomfort buzzing around in his head, Shining Armour began to feel his horn swarming with dark shards, unable to perform any sort of magic.

Drained of energy and weakened, Shining Armour felt himself being enthralled in the darkling's empty-eyes, only to be dropped back down to the ground. Failing to land on his hooves, the unicorn fell onto his stomach, throbbing and burning with agony as dark shards cluttered around his horn, breaking his connection with any use of magic.

As The Hunter nonchalantly dropped the weakened prince, he promptly pivoted his head to one of the throne room's stained windows that had been smashed, shattered and destroyed to the point where it was unrecognisable. However, through the broken window, from far away, he watched as several airships departed from the mountains over at Canterlot's docks, escaping into the night.

Gripped with frustration, The Hunter growled with the rattling of his spikes, "You don't get off that easy."

Just as the darkling turned himself around, he felt something cling to his leg. Looking behind him, facing down, he took in the image of a weakened Shining Armour with one of his forelegs wrapped around his leg, although, failing to secure a tight grip.

Baring his teeth, overwhelmed with agony, he glared at The Hunter while forcing his words, "Don't... you hurt her!" He managed to growl.

Effortlessly pulling away from the captain's grasp, The Hunter whirled himself around and raised his foot, sending a forceful kick to Shining Armour's face, still gripped with anger.

Succumbed to defeat, the Crystal Empire's Prince fell unconscious, limp and powerless. His eyes dropped shut, unable to witness the darkling slither away.

At the other end of the throne room, losing her strength and feeling her energy fading, Celestia did everything she could to keep her magic soaring through her horn. Despite this, it was proven useless against Chrysalis' magic. With her head throbbing, the alicorn's magic weakened. The ray of light that emitted from her horn was pushed back by the changeling's blast.

Struggling to protect herself, Celestia's eyes widened in dread as her mouth forced open into a silent scream. Watching the green aura charge at her, pushing back her magic like it was nothing, the alicorn was swept off her hooves and forced back as if a tidal wave dived down on her. Overcome with pain, the princess collided with the two thrones behind her, knocking them over as she crashed down on her back. Hurt, the whole of her horn scorched and blackened, Celestia could barely pick herself back up.

In astonishment, witnessing what she had just done, Chrysalis quickly shook away her surprise and forged her way up the throne room's platform, forming a demented and sick grin over her face, her eyes filling with complete joy.

Burning with discomfort, aching all over and failing to perform any sort of spell, Celestia's attention didn't fall upon the changeling queen, but instead, her sister. Luna remained dormant; out cold as she lied near her sister. This only added more pain to the discomfort lingering in her.

Fear crawling around her like a spider, the alicorn's stare was torn from her sibling when Chrysalis towered over her with a stomp of all hooves. Looking up in dismay, hurting all over, Celestia gazed at the changeling who beat her. Her eyes absorbed the unsettling image of the queen's unpleasant, wicked grin plastered over her face, her sadistic green eyes piercing her soul.

With an eerie whisper, Chrysalis breathed, "I've won."

Unable to react in time, Celestia fell victim to another blast of Chrysalis' magic, resulting in her vision to quickly fade into the dark. As her thoughts and conscious departed, the Ruler of Equestria had been defeated. Now, Canterlot belonged to the changelings.

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