• Published 15th May 2021
  • 1,837 Views, 60 Comments

Kung-Fu Equestria 3 - Lady Umbra



After a year of protecting Ponyville, Twilight is now met with the family she had thought she lost long ago. however a enemy from Celestia's past threatens to take what she just got back away from her

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Truth Revealed

Twilight couldn’t help but smile as she watched her niece play with her friend. As the sun began to set, the group headed to the dinner Queen Antenna and her children had prepared. On the way there, they ran into her other brother, who was wringing his shirt with an irritated look on his face as he saw her.

“You think you could’ve teleported me somewhere a little less wet?” Spike asked, lifting his shirt and breathing fire on it

Fortunately, his shirt and all of his clothing were woven with a unique material, making them completely immune to fire damage. Now holding the dry shirt, the dragon covered his torso before poking his wings out of the back.

“Uncle Dragon,” Flurry waved.

“Cuz I was getting some weird looks from mares in this place,” Spike said, looking behind him. “Too many of the changelings were looking at me like I was a hunk of prime rib.”

“Is that bad?” Twilight asked with a raised eyebrow

Spike grimaced. “Well, yes and no. It’s not bad in the sense that I just turn other creatures on with just my chiseled bod.” Spike flexed for emphasis, but quickly stopped when he heard a low moan in the distance. “But it is bad if Smolder found out I showed my body to someone other than her.”

Twilight nodded in understanding. “I see.” Twilight smiled and lit up her horn. “I can always fix that by casting an illusion spell to make you look like Garble’s fat friend.”

“No-no-NO.” Spike said, flicking his sister's horn to cut the spell off. “I’d rather have Smolder kill me than look like Clump.”

Twilight chuckled. “I’m just messing with you, Spike.” She nuzzled her adoptive brother before dragging him along to enjoy dinner.

“Where’s Ann?” Spike asked, noticing the lack of the changeling queen.

“She asked me to watch over Ocellus while she and the older changelings prepared dinner,” Twilight said. She paused, remembering last night's dinner was more attuned to a pony's diet. “Are you going to be okay with dinner?”

Spike smiled. “Twi, I took care of you for 19-plus years. I think I can stomach pony food.” Spike grinned before lifting the pouch from his waist. “If not, I can always snack on a few of these.”

The dragon pulled out one of several rubies, popping one into his mouth.

Twilight shook her head. “No matter how many times I see it, I’ll never get used to watching a dragon eat gems like candy.”

On their way, they noticed Pharynx standing at the entrance to the village. “Hey Twi, Isn’t that Urtica’s brother?” Spike asked the unicorn. “What’s he doing just standing there?”

“I’m guarding the village,” Pharynx said, not tearing his eyes from the elevator. “If anyone were to attack, now would be the opportune time.”

“You must love your brother to stand guard so diligently,” Spike noted.

“I do. He’s my older brother, after all,” Pharynx smiled as he turned to the pair. “There were two rules among the three of us: the oldest will protect the younger, and the youngest will protect the oldest.”

Spike grinned. “You’re a pretty good brother, in my opinion.”

However, Pharynx hung his head. Just before Twilight could follow Spike…

“He’s wrong,” Pharynx mumbled. “Thorax is by far the better brother.”

Twilight turned back to him. “How so?”

“Thorax is a rare type of Changeling; he was born without the ability to feed on love.” Pharynx sat on the village steps before tapping at the space next to him.

“I thought changelings needed love to survive,” Twilight asked, taking the space next to the reformed changeling.

“Normal Changelings do. But Thorax didn’t need to feed because he already had love inside of him.” Pharynx smiled warmly.

“I don’t follow.”

“Thorax was basically a walking feast for changelings,” the royal changeling explained. “He kept changelings from starving, but he himself was incapable of feeding on love himself.” Pharynx's stern expression shifted to a small heartwarming smile. “Thorax was the only one who showed me and Urtica the love we needed.” the Changeling slightly glanced at the unicorn before returning his gaze to the village entrance. “So, no matter the cost… I will protect my brother and my f...”

A pair of arms embraced Pharynx, cutting him off. He turned to find Twilight hugging him.

“You are a good brother,” Twilight said, letting Pharynx go before rising to her feet “And I’m positive both Thorax and Urtica feel the same way,” she added before heading to dinner.

Pharynx blinked at the unicorn, before looking back at the elevator entrance with a smile.

Twilight arrived at the dining area and sat down next to her brothers. The changelings served a mix of fruits and vegetables for the ponies, and meat and vegetables for the changelings and the sole dragon.

“I hope Flurry wasn’t too much trouble to watch, Twilight,” Cadence said, glancing at her husband with a stern look.

“She was more well-behaved than some of the children in Ponyville,” Twilight grinned as she turned to her salad.

As Twilight ate her meal, the sound of music drew the Celestial Dragon's attention. Queen Antenna walked out towards the center of the dining area wearing a ruby red, loose fitting kimono that left very little to the imagination. She carried a wooden stick with a bright red ribbon attached to it. Antenna knelt as she swung the ribbon around herself; Urtica noticed the smile on her brother's face as his queen began her dance.

“Kinda reminds you of how father would dance around when he cooked our food, doesn’t it?” Thorax asked with a warm smile.

“It does,” Urtica said, taking a bite out of her food. She smiled sadly. “I miss those days most of all. Where we could just live in the inn with Mother and Father.”

Thorax lifted his sister’s head. “Try not to dwell on those thoughts, sister. We are here, and no pony will rip us apart again.”

Comforted, Urtica watched as Antenna twisted and turned like a flag in a storm. Her ribbon almost seemed to form a sphere of air around her, and her kimono flared almost like a superhero cape. Spinning in mid-air, Antenna kept a flirtatious grin centered on Thorax as she performed.

In the middle of Queen Antenna’s performance, Shining and Cadence left to put a now drowsy Flurry to bed. Once Antenna finished her ribbon dance with a final whip like flourish, the Queen bowed and sent her children back to the hive.

“You must forgive me for asking you to watch over Ocellus,” Queen Antenna apologized as she walked up to Twilight. “Thorax and I wanted to give you some entertainment with tonight's meal.”

“You have no need to apologize, your majesty,” Twilight assured her with a light bow. “It was a pleasure to watch over her.”

Twilight made her way to her brother’s home when she noticed Spike was moving in the opposite direction.

“Spike?” Twilight asked. “Shining’s home is this way.”

Spike grimaced and scratched the back of his head. “I can’t sleep in that house. I’d rather head to the library.”

“What’s wrong? Bed uncomfortable?”

“Not the bed,” Spike paused to yawn. “It’s the smell.”

“Smell?”

Spike gave her a serious look. “Twi, I’ve lived in a library since the day I was hatched. I can’t sleep unless I’m around the scent of Ink and parchment.”

Twilight nodded, even as her heart gave an odd flutter at not having Spike in the same house as her. “I understand.” She waved him off. “See you in the morning, Spike.”

“G’night Twi,” Spike gave a half-wave as he headed to the library.

Twilight headed for her brother's home before she spotted the light of a lantern. Moving across a bridge behind the house was her brother. Curiosity overtaking her, Twilight followed after her brother. After crossing the bridge, Twilight saw her brother standing in front of the building. Shining turned and greeted his sister with a smile.

“Good timing, Twilight.” Shining opened the door. “I want to show you something.”

Twilight followed, nervousness fighting excitement. Maybe this was it; this was finally the moment when her brother would teach her how to master chi.

The Celestial Dragon eagerly raced inside… to find a shrine. Three candles cast light on a painted picture with burns along the edges. The painting depicted four very familiar unicorns. Twilight watched as her brother knelt in front of the shrine and inclined his head. Cautiously, Twilight followed suit and sat down next to her brother. A mix of emotions surged through Twilight’s heart as she gazed up at the painting.

“Are those…?” Twilight asked.

Shining nodded. “Our parents.”

Twilight gazed up at the painting, at her real parents.

Her father was dark blue, tall and well-built. He stood proudly behind what had to be Shining, who looked like he was trying to stand just as tall and proudly as his father. Standing next to the stallions was a light grey unicorn mare with a purple and white mane. She was holding a small filly.

Twilight brushed away a tear. Judging from how small her child form was, she couldn’t have been more than a year old when the painting was made.

“Father had this painting done on your one-hundredth day.” Shining brushed a tear away. “You were so impatient. You kept squirming in mother’s arms. I was half assured the painter was going to paint you with a permanent grimace or scowl.”

Twilight chuckled softly, before looking to Shining. “What were they like?”

Shining grinned. “Father was more warrior than brains. At least that’s what mother thought.” Shining glanced at the picture. “Mom was the bookworm type. She taught the children to read and even maintained the library we had.”

Twilight laughed warmly. “Sounds like I took after her, while you took after Dad.”

“Eh, I dunno,” Shining said, gazing at his father with wistful nostalgia. “Dad was brave, wise, strong…” He lowered his head. “Traits I do my best to aspire to.” He looked to his sister. “Personally, I think you do a better job living up to Mother: smart, beautiful, caring.” His smile faded. “I thought there was nothing more that could make me happier than being a part of this family.” Shining looked to Twilight with tears in his eyes. “And then Mother gave birth to you. Tally Reed. The little sister that I would always protect.”

Twilight’s own eyes glittered with tears and she leaned against her brother. Yet, despite her comfort, Shining couldn’t help but look up at the painting.

“I had it all when this was painted.” Shining’s voice started to crack. “Until that night…”

Twilight hugged her brother. “You don’t need to say it,” she said, but her voice was small, and Shining couldn’t stop the memories.

“Father died protecting me,” Shining admitted, in an equally small voice. “I thought Sombra killed Mother… and you.” Shining turned and embraced his little sister. “I thought… I thought the changelings…”

“They didn’t,” Twilight promised him. The memory of her mother, leaving her in the wagon of books and scrolls, played through her mind as she made Shining look at her. “I’m here,” she promised. “And you never have to worry about losing me. Ever again.”

The Celestial Warrior pulled her brother into a hug, and Shining held her like he’d never let go.


Tai Lung sniffed the ground near a long dead campfire; the Kung-Fu Master stood up and looked towards the Rainbow-Haired master.

“They were here,” Tai Lung reported. “I’d say approximately three, maybe five days.”

“Approximately?!” Rainbow almost shouted, the Jade Scroll nearly crushed by her grip. “So you don’t know?”

“I’m not a changeling,” Tai Lung barked back. “And between the two of us, who has the better sense of smell?”

Rainbow Dash closed her eyes before putting a hand to her chest. She took a deep breath, pushing her hand outward as if warding off her anger. A calming technique that Twilight taught her, and one that had proven useful for controlling her temper. She looked at Tai with kinder eyes.

“I’m sorry, Tai,” Rainbow apologized. “We just…”

“Need to hurry. I know,” Tai promised. He scented the air one more time, before his eyes widened. “This way.” He dashed down the path, Rainbow in hot pursuit. Both of them were chased by worry and fear, which hung over them like storm clouds.

After several days of searching, they found another campsite. Tai sniffed around, inhaling an old aroma of soup or stew.

“It’s stronger here,” Tai Lung said. He tilted his head up. “We should be close. I’d say a day from here and upwind, probably up a cliff or mountain.”

“Alright then. Let’s hurry,” Rainbow Dash said, rushing ahead.

However, a gust of wind caused Tai Lung to stop in his tracks. Rainbow looked back and saw the anger in his eyes. His body trembled as he turned back to where they had come.

“Go,” Tai growled.

“Tai, what is…” Rainbow stopped when she connected the dots. “Tirek?”

“Get going,” Tai insisted, his eyes on the path back down the mountain. “I’ll buy you time.”

“You’ll only make him stronger!” Rainbow shouted, only for Tai to glare at her.

“If I do nothing, he’ll catch up to us before we can reach the village!” His fists tightened. “Go!”

Rainbow wanted to argue, but deep down, she knew he was right. The Pegasus mare turned and ran from the soon-to-be battlefield.

Tai Lung hardened his gaze as he waited for his opponent, even though he knew he would not win. Tai was content with that; all he had to do was hold Tirek off as long as possible. The snow leopard didn’t have to wait long for his opponent; mere moments after Rainbow left, the satyr walked into Tai Lungs' field of vision.

“Heh,” Tirek chuckled. “The Son of the Lunar Master, Tai Lung Solaris,” Tirek flashed Luna’s jade pendant to the snow leopard, which got him a growl in response. “And since you’re here, Master Rainbow Dash must be off to the village.”

“Quit talking like you’ve won this,” Tai Lung said, the presence of the Satyr lighting a fire of rage within him. “The Celestial Warrior will defeat you.”

“Everyone keeps telling me that,” Tirek said, moving his hand across the pendants containing the Kung-Fu Masters. “And you, little kitten, are about to see what happened to all of them.”

“We’ll see about that,” Tai Lung lunged at the Satyr.


Two days later, Rainbow Dash was climbing a wall of ice when a shift in the winds gave her pause. She looked back as a bright green glow flashed a fair distance away.

“Tai…”

Rainbow hung her head, before she continued to climb.


Twilight walked through the village, unable to keep the smile off her face. As she stopped near the entrance to the village she spotted a flower yet to bloom.

A look of confidence grew as she clasped her hands together. The Celestial Warrior moved her hands in a circular motion before pointing them toward the flower. However, the flower remained a simple bud.

Twilight frowned, before noticing someone beyond; a mare with rainbow hair.

“Rainbow?” Twilight moved closer… then saw her injuries, along with the changeling fighting her. “RAINBOW!” She rushed over as Pharynx got the mare into a chokehold. “Pharynx, let her go!”

Shining and his family raced out as Twilight helped the rainbow mare to her feet. Flurry was star struck as she looked from the mare to the toy in her hands.

“Big Rainbow Baby!” Flurry ran in excitement before embracing the pegasus.

“OW-ow-ow-ow,” Rainbow gasped.

“Easy there,” Cadence said, pulling Flurry off Rainbow and letting Twilight tend to her friend.

“Rainbow what are you doing here?” Twilight asked. “What happened?”

“Tirek attacked Ponyville,” Rainbow gasped, still in pain. “He’s taken every master in Equestria. Master Luna, Master Fluttershy…” Rainbow hung her head as she held onto Twilight for balance and support. “It…It’s all gone Twi, Everything... Everyone.”

“My library?!” Spike stammered, only to receive a collective death glare. “I… guess we’ll worry about that later.”

“What about Tai?” Twilight asked.

Rainbow merely shook her head. “Tirek is days out from this place,” she said. Her eyes were desperate as they locked on Twilight’s. “Twilight. Please tell me you’ve mastered chi.”

Twilight’s silence replaced Rainbow’s desperation with despair. Antenna and Thorax shared a worried look, and murmurs of panic began to form in the crowd.

Shining, however, did not let his panic show. “Alright everyone, we’ve been over this,” he called out with the voice of a leader. “Grab what you can and move out.”

“You heard him,” Antenna said. “Don’t burden yourselves with treasures. Take only what you need.”

The villagers scrambled to obey, but Twilight stopped Shining from joining them.

“Shining,” Twilight insisted. “We’re out of time. You need to teach me the secret Chi technique.”

“Sorry, Twi,” Shining said, placing his daughter on Cadence’s back. “But I’m afraid you need more time.”

“We don’t have more time!” Twilight argued. “I need to learn it now!”

“I’m sorry, but you’re not ready,” Shining said, following Cadence hom to grab his things.

“I am ready,” Twilight shouted, chasing after him.

“You’re not,” Shining said, moving past his home and across the bridge to his funeral shrine. “Please understand…”

“Tell her the Truth!”

Shining froze when Cadence stopped him.

“C-Cadence,” he insisted, pulling himself free of her grip. “We need to pack up and…”

“No,” Cadence said. “You need to stop lying to her. This has gone on for too long.”

Twilight stared between the two, uncomprehending. “W-What’s she talking about? Shining?”

Shining lowered his gaze, but with Cadence glaring at him and even Flurry looking confused, Shining finally let out a sigh.

“I can’t teach you how to master chi,” Shining admitted.

“Why not?!” Twilight nearly shouted. “Whether I’m ready or not, I need to know now. So WHY?!”

“BECAUSE I DON’T KNOW HOW!”

Twilight stared at her brother, shock and denial fighting across her face. “W-What?”

“I don’t know it,” Shining confessed, barely able to look his little sister in the eye. “No one does. Maybe we used to, but the knowledge was lost to time long ago.”

Twilight stepped back. “So… you lied to me?”

“I… well…” Shining gave a half-hearted shrug. “I only did it to save your life.”

“Save my life?!” Twilight’s anger began to boil over.

“Twilight, think about it!” Shining pleaded. “Another blade-wielding maniac is coming after you! Am I supposed to just sit here and let it happen?!”

“YES!” Twilight shouted. “I’m the Celestial Warrior! Facing maniacs is my job.” A new thought brought a fresh wave of fury and grief to her face. “And because of you, I left Ponyville unprotected. I left my friends unprotected.” Tears leaked down her cheeks. “And now they’re all…”

“And you would’ve been too.” Shining gripped her shoulders, his voice cracking in despair. “I thought I lost you once before. I’m not going to lose you again.”

Twilight glared at her brother in anger before she pushed his arms away. “You just did.” She then turned her back on him and stormed away.

Author's Note:

Woah...This took longer than it should have. I am so sorry this took this long to finish and if I'm being honest I do not believe I could have completed this without the help of you guys and the help from The League.