The Pony Guard (Season 3)

by MXCDarkHorse2020

Episode 12: The Return of Queen Chrysalis Part Three

Episode 12:

The Return of Queen Chrysalis Part Three

“Or Love is a Many Splintered Thing” courteously provided by Spike wearing a barber performer outfit and fake twirly mustache before doing a recap of what has happened so far.

“We last left our heroes after their dramatic triumph over the changeling and Outsider army in Ponyville!” He began in narration while Angel the bunny also wearing a mustache runs a projection film behind his back starting with an old cartoon image of Twilight, Kion, and their friends taking down the changelings and Outsiders along with the giant spider they just encountered previously.

“They have battled monsters and traveled farther than they ever have before…ponies of adventures! Sadly, they are now currently apart…”

A slide recap of the Guard’s previous arguments is shown.

“…these Pony Guard and Lion Guard friends forever are at odds with each other, and have split into three separate groups. Will these fillies ever be friends again? Will they fail in their mission to return to the Cutie Park Crusaders and their Lion Guard fan club safely back to Ponyville and the Pride Lands? Oh, the drama! Well, we’ll take about all that later…”

A new slide of Queen Chrysalis and her changelings being blasted in the opposite direction from Scar, Zira, and the Outsiders is now shown.

“…this story, begins with the defeat…of a queen…”

---

Picking up right after being separated from the band of evil lions, Chrysalis and her changelings all find themselves crashing down onto the ground. Some landed on their backs. Some landed on their stomachs. Some landed on their flanks. But Chrysalis ended up landing on her neck.

Naturally, this winded the changeling who took a few seconds to get back on her hooves upon recovering. When she got up, she suddenly finds herself surrounded by a bunch of cute and cuddly cat creatures who all welcome her and her followers in open arms.

“Wha…what?” She voiced taken aback by this kind affection which the changeling next to her hissed at one offering a cupcake.

Her lieutenant then approached her queen with a report status. “My queen, we’re much too weak to launch another attack on Canterlot right away. What do we do? We need to regain our strength! Regroup! Form another plan…”

“Well for starters…” Chrysalis began upon seeing the surrounding population offering her cake, greeting cards, and a banner that says “We Love You!” while the crowd behind them cheer and welcome them in open arms. “…These creatures are very loving…” Then a sudden sense of hunger forming from her lips appeared while licking her lips. “…and we do feed on love…” She and the other changelings quickly drain the love out of every kitten out of them.

In short time, the place was turned into a barren and lifeless land with nothing but dead trees and green goop that is used to create houses for the many changelings looming over a bloody red-colored sky.

“We’ll have the rest of this place converted over our needs within the month.” The lieutenant then told her queen once their hunger was satisfied.

“Good, good…” She feeling satisfied herself.

“It may be still be a while before we can attack Celestia and Simba again. They’ll be expecting us again.” The changeling added.

“Feh to Celestia and Simba.” The changeling queen quickly dismissed. “They aren’t my targets anymore.”

Her second in command was rather surprised hearing what came out of her mouth. “Wha…what? My queen, but…”

“I want Celestia’s little pet…Twilight Sparkle.” She snarled with eyes focused on said mare before going on a rant about her with increased rage. “Perfect little Twilight. Clever little Twilight. Brilliant little Twilight. She saw through it all…it’s all her fault that we aren’t rebuilding Canterlot into our newest conquest. Well, I’ll get her…and her little pony friends too.”

“And get it you will in due time, Chrysalis…” Scar’s voice told her upon appearing before her. “...because everything still worked in our favor.”

But Chrysalis was still lost by what he said in response to him taking their loss today in stride. “What do you mean?! The plan failed! The one I came up with in regards to dealing with that pesky Twilight Sparkle being the one to ruin it all!”

“Patience, Chrysalis, Patience…” Scar calmly responded while dragging a claw into the green goop on the ground before flinging it away from behind. “…it was a good plan and you did everything right. Given your personality still showed in your disguise it was pretty obvious that someone would be smart enough to figure out something was wrong.”

“Oh, really?!” Chrysalis rolled her eyes with mock sarcasm. “Then if you knew that from the start then why did you encourage us into following through with it?!”

“Because it actually worked to my advantage.” He replied to which sparked a conflicted reaction from her and the changelings. “By doing what you did…” He continued while displaying a magical recap of her time pretending to be Twilight’s foalsitter. “…you paved way for her heartbreak.”

“Yes?” Chrysalis responded still looking puzzled by his refined vocabulary.

“Suffering heartbreak is a very powerful experience that can lead to tragedy and make those who’ve been there lose faith in something they once greatly valued in life...” Scar further explained with a demonstration of making two white pure and bright hearts as Celestia’s coat with one of them turning black and dark as the color of his mane and Chrysalis’s coat. “…and go down a new direction with a new approach in life.” He added with hints of increased power from raw anger when he makes the black colored heart destroy the opposite-colored one. He then took a deep breath to calm down his slightly brewing anger to which the changelings all sensed that he’s been down there before without saying anything about it.

“So…” Chrysalis then spoke after taking it all in. “…we planted the seeds. So now what?”

“Now we keep watch over them.” Scar explained with plant analogy. “We keep water them, observe them, we take care of them. In short, we keep watching over Twilight, Kion, and the Lion and Pony Guard.”

“Hmm…” Chrysalis thought to herself while getting another idea to get back at the unicorn. “If we’re going to do that then I’ll get her all right…and her little Pony Guard and Lion Guard friends too.” She then continued when Scar presents said magical images of the whole Guard before her. “I’m going to bring that purple menace here…put her and her friend’s through trials that will band them together. Then, when their emotions are peaked, I’m going to drain Twilight Sparkle.”

“Why drain here?” Her second in command questioned while holding up one of the kittens. “We have plenty of these guys left.”

Chrysalis simply responded with a deviously creepy smile. “I’m going to drain her love…I’m going to drain her magic.” She then eyes a comet flying along the darkened sky with Scar. “And I know exactly when I’m going to do it.”

Scar nods with an approving smile to what she is thinking. “And that is something I once more approve of. But…”

Chrysalis quirked her eyebrows upon turning to the lion who has a catch to add to it. “What?”

He gently held the kitten the lieutenant was just holding while using his magic to bring them back to life further leaving his followers bewildered by this uncharacteristically kind gesture. “…we let all of these kittens go.”

“Huh?!” Chrysalis responded still baffled by what he is hearing.

“They are no threat to us so there’s no need for them suffer at our mercy. Plus you’ve all regained your previous strength so there’s no need leaving the laying around lifelessly.” He stoically replied before seeing to it himself that they are finding a new home and place they can create a new town and call home.

He then walked off ahead with the one kitten in tow before looking down at it for a moment to reflect on seeing his younger self in, one with eyes of determination and a desire to help others. But over time when he got older with his inner darkness growing out, he would end up forgoing it in favor of power and personal gain.

By the time Simba was born, he was ready to enact his second attempt of vengeance on his older brother and was ready to do whatever it takes to get what he wants no matter the cost, even if the entire kingdom is unsatisfied with his actions when he took control of the Pride Lands.

He then pressed forward with his task at paw before leading them all away seeing value in their potential servitude to him along with proving that he is capable of being a mighty king to everyone in both kingdoms he seeks to conquer.

---

Back in the present, Chrysalis is currently finishing up her recap of said events in the past.

“And then what happened?” Apple Bloom asked.

“Nothing…we’re at now, now. She was just talking about what brought us up to this exact time, this exact place!” Sweetie Belle told her.

“Wait…” Scootaloo then spoke up. “What happened to the adorable citizens of “wuzy-dovey smooch land?””

Chrysalis getting very agitated with the kids was ready to turn and snap at them once more until Scar placed a calming paw in front of her chest. “Easy, Chrysalis, they’re neutralized.” He then turned to the prisoners. “And if I were you, there are some questions in this world that are better off unanswered.”

“Okay, but why?” Kwato questioned with some courage in her heart yet also fear-stricken after getting a good idea of what happened to them. “What did you do to them?!”

“Do you really want to know?” He inquired with a slightly raised eyebrow.

Both the zebra and ostrich share a worried look with each other before they both shook their heads with the latter answering. “No.”

Just then the Crusaders had another random thought in their heads.

“Have we tried getting our cutie marks in beekeeping?” Apple Bloom asked the others.

“Aww! Bumblebees are so cute!” Sweetie Belle gushed over them. “I’d love a bee cutie mark!”

“Me too!” Scootaloo agreed.

“I’d think a bee cutie mark would look great on you.” Mtoto chimed in.

“Yeah, it’d be very fitting for your name.” Kambuni added in Sweetie Belle’s direction which had the other fillies with perplexed reactions.

“What do you mean…?” She asked clearly confused thinking she’s coming onto her. “…I mean sure I’m related to someone with upper class but I’m not sure how’d she feel about us together?”

The ostrich quickly cried. “What?! No! No! No! I meant because bees make honey. Honey is sweet. And your name is Sweetie Belle.”

“Ooh! Of course!” Scootaloo now understood. “Because honey is sweet! You catch more flies with honey…or… bees with honey… or something!”

“Pretty sure it’s you catch more flies with honey that swinging around a honey badger.” Gumba spoke up.

Shauku however spoke up to disagree. “No, it’s bees with honey because I’m pretty sure Bunga can catch bees alone. Remember that one time when the Guard tried to move the bees.”

“Right that.” He remembered. “Beshte told us that wasn’t a very pleasant experience for them.”

“And yet Bunga still managed to clear out all the bees that tried to attack him.”

“You got me there.”

Chrysalis then turned back to Scar who is currently monitoring Twilight walking down her path alongside Fluttershy, Fuli, and Ono. “Ah…little Twilight Sparkle. You’re almost all alone…the filly-ship is broken. The suspense is terrible… I hope it lasts. A pity I can’t see the pink one anymore, she was amusing.”

“That’s Pinkie Pie! She’s fun!”

“She sure is!”

Both Apple Bloom and Kwato spoke up upon figuring out who’s she’s talking about.

“Aww!” Both Sweetie Belle and Kambuni groaned.

“We’ll miss if she bursts into song!”

“That’s the best part about her!”

“Guards!” Scar turned to the changelings standing in the same room. “Have your changelings find and keep an eye on the others. Tell us immediately if anything changes.” The changelings bowed before him and the changeling queen before setting out while Scar pulls out more live visuals on all three separated parties making their way forward. “Because if you don’t…” He added once they were gone. “…I’ll know.”

“Yes we will.” Chrysalis stated before growling at the sight of the mare that exposed the scheme she came up with. “But for now, I can see you…little Twilight.”

---

“Who needs ‘em?” Twilight bitterly remarked before setting up camp for her and the others to settle for the night.

“Not us.” Fuli added rather irritated herself before sitting by the fire to warm herself up with.

“The very nerve of them to leave us like that! Can you believe it?!” Ono added while breathing through his wings trying to get warm too.

Fluttershy however, disagreed as evident by her being the only one showing no sign of anger and instead showing an expression of pity and regret. “Well, I think we may have been too harsh.”

“What?!” Ono squawked in protest. “How so?!”

“Yeah you were there you saw what they did and said to us!” Fuli added in agreement.

“Think about it.” Fluttershy gently insisted they hear her out. “Rainbow Dash, Pinkie Pie, Kovu, Kyoga, Karabi, Lite, Thorax, Applejack, and Rarity are out there alone…with no map! They could be lost!”

“Maybe…” Twilight spoke with her mood still failing to change.

“…we did leave them without the Guard’s Keenest of Sight.” Fuli sighed while softening up a bit.

“Yeah.” He came to regret leaving the others behind.

Twilight also began to soften up a bit but her anger towards them still remained.

“The needs of the many outweigh the needs of the few…” Fluttershy further stressed upon seeing her unicorn friend like this. “…even if the few were being big meanie heads. We need to look past this and work together to save those fillies and kids.”

Twilight then sighed and smiled knowing she’s right. “Yeah, it was a mistake to split up like that.”

“We did kinda act like children back there.” Fuli admitted.

“Fuli? We are children.” Ono pointed out.

“Yes but we’re almost the age of teenagers.” Fuli quickly countered before continuing. “And even so the Guard always sticks together no matter what.”

“That’s true.” Ono agreed while briefly looking aside ashamed of himself before being quick to blow up on the others. “We got to find them and apologize.”

“No worries. We’ll fix this.” Twilight assured the others while pulling out the map. “It looks like there’s only a few paths through the forest. They all seem to lead down into this valley. As long as no pony and nobody turned around to go home, we should all meet up here outside the gates of the changeling kingdom.”

Fluttershy then nuzzled her head on the lavender mare’s cheek while hugging her. “I bet everyone is just so upset about being separated. I bet right now, they’re all wondering how we’ll get back together and be friends again. You’ll see.”

“Hopefully you’re right there.” Fuli commented before turning to see the Pegasus is motioning her head towards her to join in on the hug. “And I suppose I can join in on this once.”

“Me too.” Ono begrudgingly obliged before moving to get in on the embrace.

While the four all hug it out, Karabi having watched the scene from the nearby bushes is very pleased to see that her help isn’t needed. But when she moved to greet them she is unexpectedly tabbed on the shoulder by someone. She turned around and saw…

“WHOA!” She muffled shouted before being yanked back into the bushes in the shadows.

“What was that?!” Fluttershy asked fearfully.

“Sounds like it came from the bushes over there.” Fuli said while turning to said bushes where the commotion was heard.

“I’ll go take a look.” Ono declared before flying over and using his keen sight to examine the area. “Hmm…” He looked and so far found nothing even with double and sharp checks. “…Odd?”

“What is it?” Twilight asked.

“…Nothing.” Ono reported with a tone of frustration. “That’s the issue! I could have sworn I saw something in those bushes. “

Twilight then stepped forward and used her magic to scan the area around them while Fuli sniffs around for any strange scents. “Hmm…I got something strange…but I can’t make it out.”

“Me neither.” Fuli added while trying to sniff long and hard to make sense of it only for it to fall flat. “It was there like changelings have been here but quickly disappeared in a flash.”

“It sure felt that way.” Twilight returned finding it accurate. “If that’s so then it looks like they have already captured their prey.”

“But what?” Fuli wondered while Fluttershy found her legs trembling and shaking in fright and worry.

“I don’t know.” Twilight responded while turning away from the scene. “But I think we should keep moving.”

“Good idea.” Fluttershy did not hesitate in following Twilight’s lead away from so they can find another safe spot to rest for the night.

---

Elsewhere, Applejack, Rarity, and Kion have all managed to find a safe place to settle down. There, Rarity is really setting the place around her to her liking.

“Applejack, Kion, both of you be dears and wipe your hooves and paws before you enter the tent.” She kindly yet insistently asked of them while setting up their dinner table. We wouldn’t want dirt all over our nice, clean floor!”

“Uh…Rarity? The floor is dirt. We’re in the forest. We’re outside.” Applejack pointed out to the uptight mare.

“Hmpf!” Rarity still scoffed at the thought like they are all inside a house. “Just because we’re “roughing it” doesn’t mean we need to live like a bunch of ruffians! Now wipe your hooves and come! We dress for dinner around here.”

Kion just shrugged and did as she asked of him before taking his place at the table while Applejack just grumbles when Rarity takes her hat off and places a bib around her neck.

Sure she is willing to tolerate dressing up and practice proper etiquette, the country pony can’t still help but feel the fashionista is still treating this as her home and finds it a little overbearing when she wants those around her to have to play by her rules.

Yet during dinner on the other hoof, Kion still was deep in thought over what happened back at the temple. In his mind, he regrets what he said and did but can’t help but wonder something felt off from when they were separated back there.

---

Back at the lair, Scar, Chrysalis, and the changelings have all found this very amusing and laughable entertainment.

“Tomboy and Girly Girl at its finest.” Scar commented with a laugh.

Chrysalis was rolling on her back while nearly busting a rib during her laughing. “Ah, the fussy one and the country are a most odd pairing. Ha!”

The unicorn’s younger sister took offense to that. “Hey! Don’t call my sister fussy!”

“Your sister is fussy.” Scootaloo pointed out.

“And she does have a strong sense of etiquette no matter where.” Kwato added.

“Yeah, but she isn’t allowed to say it!” She argued back.

Chrysalis was once more peeved by their constant chattering and she once again required Scar's intervention to keep her from further snarling at the kids. “Patience, Chrysalis, Patience.”

Apple Bloom then sighed at that word. “Losing patients is how we didn’t get our cutie marks in dentistry.”

“I told you pulling teeth wasn’t the answer to everything.” Scootaloo argued.

Sweetie Belle blushed. “I thought teeth grew back.”

“Baby teeth do, but not adult teeth.” Mtoto spoke up before the fillies turned to him. "Because that’s how my grandpa couldn’t eat hard food anymore.”

“Aww.” The fillies said in his direction with a sense of relief.

“Good thing we didn’t try practicing dentistry on him.” Scootaloo said.

“Why…?” Sweetie Belle couldn’t help but ask until being silenced by the Pegasus.

“No…no…just…no, Sweetie Belle.”

---

Elsewhere, are the others trying to set up camp in their part of the forest which so far is a struggling process for Rainbow Dash trying to get a fire going.

“How are you supposed to even hold on to the sticks to make the fire when you don’t have…um…those things…that some animals have that help them hold things?” She wondered out loud in growing frustration.

“Thumbs?” Pinkie asked while watching her friend’s attempted work at progress.

“No…that doesn’t sound right.” She continued trying yet without success before tossing away the twigs. “I bet Twilight and Rarity both started fires with their fancy magic. Hmpf.”

“It’s okay, Rainbow.” Beshte attempted to assure. “Just takes a special spark to get it going.”

“Yeah, like this.” Bunga demonstrated by working with two bigger sticks and worked his fingers to creating that spark needed to create a fire. “Voila.”

“Show off.” The Pegasus grumbled.

“Oh, don’t be so glum!” Pinkie encouraged. “Want me to sing a song about fire? I can!”

“Me too.” Bunga happily spoke up before they both took deep breaths…

…only for both Rainbow and Kyoga to quickly stuff their paws and hoofs into their mouths to prevent them from singing.

“No! No more songs!” The Pegasus shook her head now wide-eyed and desperate not to hear any more singing.

“Please don’t.” Kyoga said to Bunga. “You’ve both already sung three today!”

Rainbow then moves to rest her back against the nearby tree behind her with something bugging her at the same time both Rarity and Applejack notice Kion has the same thought due to him hardly eating the food the unicorn has provided him.

“Everything okay, darling? You’ve hardly touched your spaghetti.”

“Yeah, I’m just fine.”

But Rarity wasn’t convinced. “If it’s about not having the meatballs you like, I’m sorry but I usually don’t eat that kind of meat.”

“No, no…” He quickly assured. “…it’s just I’ve been thinking and I have reason to believe that our friends didn’t really say what they said about us earlier.”

“Any idea why?” Applejack asked while briefly trying to use this opportunity to ditch the bib and regain her hat. But the unicorn quickly caught her and shook her head against it forcing the earth pony to concede in defeat.

“I mean think about it, Scar and Chrysalis haven given us directions on how to get to the changeling kingdom. So what I’m thinking is that they knew we’d be coming so they must have sent some of the changelings our direction…”

“…The more I think about it, the more I think those changelings are behind our fights with each other…I mean, none of them would say anything bad about me.” Rainbow expressed to the others.

“So that means Scar and Chrysalis wanted our friendship to broken so we’d be powerless against them.” Kion concluded.

“That sure would make sense.” Applejack commented while chewing her on her hay.

“Applejack!” Rarity scolded. “At least wait until after you chew and swallow before talking.” Applejack relented while slightly growling in her direction. “It sure would.” She then sighed in regret. “And it seems we ended up playing right into their paws and hooves like before.”

“I know.” Kion lowered his head upon remembering what he said to the others. “And by doing what I did I just managed to do exactly what they wanted me to do. Split up the Guard.”

“How could we be so foolish?” Rarity asked now feeling like an idiot for being that gullible.

“It’s because they fooled us all.” Applejack answered while looking aside feeling very ashamed before being so stubborn and narrow-minded once more. “And now I feel more ashamed than when me and Ono didn’t come clean about what happened at the rodeo.”

“I can think of worse.” Kion commented with a more recent memory fresh off his mind. “And it ended hurting a friend I know.”

Applejack sighed. “Do you think maybe we should go back and talk to the others?”

“We should.”

“But how?” Bunga asked his companions with him. “We don’t even know where they’ve gone.”

“Considering they care very well for the little ones, I doubt they would have turned back.” Beshte thought.

Then Pinkie smiled and gasped with a bulb going off in her head. “IDEA!” She then quickly disappeared and reappeared with a giant costume of herself. “So…here’s the plan. Next time we face the changelings, we all wear costumes of ourselves. See? If they all took my form again, you’d be able to tell it was me because I’m wearing this! Can you tell I’m not a changeling right now? Huh? Can you?”

Beshte was lost from what she had just proposed. “Huh?”

“What?” Kyoga flatly asked along with Kovu who’s response was really confused.

Rainbow on the other hoof was baffled beyond belief. “Where did you even get that?!”

Pinkie responded by pulling out costumes of her friends and putting them all on. “And look! The changelings can all have them too!”

“It’s going to be a long night.” Rainbow frowned while the others are just unsure of how to respond to her crazy idea.

“Took the words right out of my mouth.” Kyoga commented before shedding the costume. “I’m sure we’ll find them when we arrive at the changeling kingdom.”

“I sure hope your right.” Thorax nervously responded still have chills up his spine. “And it’s only a matter of time until I come to the one place I never thought I’d ever be seeing again.”

“Me too.” Kovu said timidly. “Especially knowing my mom is over there waiting for me.”

“It’ll be okay.” Kyoga again told him gently. “Once we all regroup before we reach changeling territory. But for now let’s try to get some rest.”

“Okay.” Beshte liked the idea before everyone all removed their costumes before settling themselves into a much-needed slumber.

…well expect for Bunga. “I think this idea might work.”

“I know.” Pinkie hopped very excited. “Ingenious isn’t it?”

“If only changelings weren’t as smart as the minions Scar used to have.” Thorax honestly replied still feeling that’s a bad idea.

---

“If only.” Scar commented at the sight rather unimpressed. “But they’re not.”

Chrysalis groaned and rubbed her temples at having to witness Pinkie and Bunga’s antics. “If I hadn’t been watching the pink one for hours, I would think you were making all of that up.”

“Yeeeep. Me too.” The lieutenant added in agreement.

“Ha!” Apple Bloom cheered. “See…Rainbow Dash and Kion saw right through you guys.”

“They’ll all be friends again by morning. You can’t stop friendship!”

“Friendship is magic, after all.”

Sweetie Belle and Scootaloo added.

“To the Pride Lands and Equestria’s ends…” Mtoto began.

“Lion and Pony Guard defend.” The others cheered which had further peeved Chrysalis once more.

At this point, Chrysalis has just had enough. “You…peons…” She hissed right in their faces. “I don’t care if they’re friends or not! These little squabbles have just been an entertaining bonus.”

“…you don’t care?” Kwato questioned with surprise wondering what she is really gaming for.

“Isn’t making them all hate each other part of your evil plot?” Shauku also asked.

“Trying to split the Guard apart so both the Pride Lands and Equestria would be defenseless.” Mtoto added.

“You know, because you’re so evil?” Gumba pointed out.

“Twilight’s friends are just an added perk.” Chrysalis explained. “Once I destroy Twilight, those other pony, lion, and other animal’s emotions will spike for their precious pony friend. They’ll be a feast for my colony!” She then turned away from them with an evil grin. “I’ll gain Twilight’s magic and my people will gain strength from her friends…then, we will go back to Canterlot and watch Equestria and the Pride Lands crumble.”

“Whoa.” Apple Bloom gasped while the others gasped.

“That…that is really evil.” Scootaloo remarked looking very disturbed with how insane she is.

“Like that will do you any good!” Mtoto defiantly retorted. “And you want to know why?”

“Because my sister and her friends are going to stop you.” Apple Bloom added with the same stance.

“They’re brave, strong, and amazing!” Shauku backed them up.

“They helped defeat you once, they can do it again!” Gumba bravely declared.

“Yeah!” Sweetie Belle stated.

“As long as they have friendship and love, they can conquer you and Scar. You’re not scary!” Scootaloo firmly added in the face of the two villains before them.

Even so neither of them were deterred by their defiance.

“We shall see about that, you brave kids with such high spirits in the face of danger.” Scar sinisterly returned before nodding at Chrysalis who immediately brings up one the kittens who had just brought forward a cake to the table along with a heart shaped card that says “Love conquers all.”

“All so quite innocent to still believe in such fairy tales.” Chrysalis added ready to remind them why they are not forces to be reckoned with.

“Awww!” Sweetie, Kwato, and Kambuni all gushed at the cute pet.

But Mtoto, Scootaloo, Apple Bloom, and the others were worried for that pet.

“…Uh….” Mtoto stammered.

“What are you going to do with that?” Scootaloo finished with the same notion.

“This.” Scar replied with a snap of fingers to give Chrysalis the command who immediately and brutally slaughters the cat right in front of their very eyes.

THUMP!

“AHHHHHHHH!” The kids all screamed at the horrifying sight when the poor kitten splatters to the ground before the satisfied lion teleports away with one more thing needed in preparation for the Guard’s arrival…

---

Back where Rainbow, Pinkie, Bunga, Beshte, Kovu, and Thorax are Kyoga decides to slip away for a moment to check up on her siblings to make sure they're okay.

She uses her magic to scan around for their presence before hearing some rustling from nearby. Sensing someone is hiding ready to ambush she bares her claws before approaching her enemy targeting her.

She quietly makes sure she isn’t make even the smallest sound to avoid alerting her foe before suddenly leaping into the bushes to attack her mystery attacker. She pinned him down to the ground and saw that said attacker was not who she expected…

…it was instead Scar who quickly slashed her off of him with his claws before neutralizing her with a blast of magic to the chest.

“Aah! What the…?” She gasped in pain.

“Did you actually think I’ve forgotten about you, smart girl?” Scar stoically said to her while looming over her helpless body. “Well I’m afraid your luck of coming out on top to help save the day has just run out.”

Kyoga struggled to her paws to try to fight back, but Scar quickly slammed her hard down into the ground by striking her on the face so she’d hit her head sideways on the ground.

“Sorry to have to do this to you, but I can’t have any magical lionesses mocking about…ruining my plans.” He said rather unsympathetically to her plight before hoisting her onto his back just when the other changelings who managed to capture her siblings regroup with him.

Once they were all together, Scar worked his magic for a group teleportation back to their base.

---

The next morning, all three groups were all well-rested and ready to move forward and so they all did exactly that.

“All we have to do is follow the map and we should be in the valley in a few hours. That will lead us straight to the gates of the changeling kingdom!” Twilight told her team.

“Good, good.” Ono said before suddenly spotting something right in front of them. “Hapana! Stop! Stop!” He immediately flew in front of the group.

“What?” Fuli asked.

“This.” Ono directed everyone’s attention to the big hole in front of them.

“Oh.” She then said upon seeing what they nearly stepped in.

“Wow! That is so odd!” Twilight commented at the sight of the trench in front of them compared to the map showing of it. “Just when I was thinking this map was leading us in the right direction.”

“Don’t suppose there might be something odd about that map? Like it might be a little misleading?” Ono brought up.

“How so?”

“Well, considering of how we would have all fell in it if I hadn’t spotted it out in time.” He pointed out. “Maybe we should start relying on a little more keen sight from here.”

“Maybe.” Twilight didn’t even argue there. “At least we’re up here and not down there safe and sound.”

“True…true….” He nodded but then felt his heart rate accelerate upon seeing something very frightening. “…Hapana!”

“Yes it is isn’t it?” Twilight continued just when Fluttershy suddenly turns and sees what the Guard’s Keenest of Sight is seeing. “Did you know that a prison with only a hole at the top as an exit is called an “Oubliette”? It was on my word of the day calendar last week!”

“Um, Twilight…” Fluttershy spoke up.

“…you might want to look at this.” The cheetah directed their attention to a giant blue and purple creature looming over a nearby ledge.

“Hey! Look! A chupacabra!”

“I see that!” Ono quivered while hiding behind the others.

“He…he looks hungry.” Fluttershy added in worry seeing the creature giving them the eye.

“Oh no, I think they only eat goats.” Twilight remained unconcerned but then saw twigs suddenly appeared on their heads that convinced him that they are goats.

“What the…?” Ono then saw what was on their heads and then looked around. “Where did they come from?”

“Who cares!” Fuli shouted before quickly sprinting ahead. “Ruuun!”

The four immediately turned the opposite direction and fled away from the snarling chupacabra who roared in their direction before pursing them much to Chrysalis’s amusement.

“What is wrong with you?!” Ono exclaimed back at the pursing creature while quickly maneuvering to shake the twigs off of everyone’s heads while they all ran for their lives. “We aren’t goats!”

“Clearly something is very wrong with him.” Scar commented with an amused shake of his head before moving to eye Applejack, Kion, and Rarity making their way through their path leading up to the valley.

“If we just keep following this trail, I’m sure we’ll end up where we need to be.” Kion told the others while leading the way through a field of flowers and a stream of nearby water.

“Good.” Applejack liked hearing this and followed suit wanting to get there as soon as possible.

But Rarity however found the scenery quite fascinating to want to extend her stay for a just a bit. “Well, if we’re going to be trudging all day, at least we have splendid surroundings.” She then moved to sniff one of the flowers. “I think these flowers are simply divine…simply inspiring!”

Applejack turned to her direction rather annoyed. “Flowers-showers. Let’s get hoofin’ and get our sisters and fan club back. We’re on a deadline.”

“Applejack’s right, Rarity.” Kion agreed. “We need to keep moving.”

Even so, Rarity still wouldn’t let go of her desire to have one of those flowers. “These would make an excellent addition to my new line of garden party dresses, skirts, maybe a ruffled collar…they really are exquisite! I’ll just take a few to make a pattern from.”

“Because it will be so easy to keep ahold of them while we’re fightin’ changelings.” Applejack remarked with a disapproving glance in her direction as she plucks a few flowers from their stems.

“Along with rescuing those who need are help.” Kion added rather uncomfortably given they had all just came across these plants.

“Where there’s a will, there’s a way, Kion and Applejack.” Rarity still thought nothing of it before levitating three flowers with her magic. “They may be useful…what if we need a jaunty hat? One of these will do in a pinch.”

“Maybe…but I still don’t think you should messing around with those flowers.” Kion tried to reason with her still thinking it’s a bad idea by gut feeling.

“Kion’s right.” Applejack agreed. “Besides I don’t like the feel of this place.”

“Well, it would seem this one doesn’t want to become jaunty.” Rarity still pressed forward with her desire before moving to de-root the stem of another flower. “Come…on…you…”

Suddenly there is nearby rustling in the bushes which alarmed both the Guard’s Fiercest and Honest just when Rarity managed to yank the flower off. Said rustling keep from vines and plants from said flowers. “Wha…” Applejack yelped when the white unicorn mare leaped onto her. “…What is that? A snake? Rarity, stop what you’re doing. I think there may be snakes in there.”

“Why did it have to be snakes?! Ew!” Rarity screamed while both of her friends look around as they are surrounded by the plants coming their direction. “Eep!” She yelped when one of the vines forced her to leap to avoid with her friends narrowly splitting apart to avoid being struck by them before they all made a run for it.

“Those aren’t snakes! They’re live flowers!” Kion shouted upon seeing them pull their roots out and started to chase after them.

“I told you to leave those flowers alone!” Applejack chided the fashion obsessed unicorn.

“Yes of course. Because we all could have predicted this?!” Rarity returned in slight defense of her mistake. “Pony eating petunias?!”

The trio then ran forward and came across a dead end when they reached the edge of the river in front of them. There Applejack spotted a log floating by.

“Perfect!” She stated upon seeing their window of escape. “Rarity, Kion, jump in the water!”

“But…my mane!” She whined before being rammed in the water by the young lion who leaped after her.

“Sorry, Rarity, but duty calls.” Kion told her before they both grabbed onto their getaway float.

“Ha! Catch us if you can, ya’ cowerin’ carnations!” Applejack triumphantly taunted the looming plants in their direction.

Unfortunately, tempted fate was against them when their pursers simply moved to float onto their log.

“Hevi Kabisa!”

“You just had to antagonize them, didn’t you?”

“You’re the one who wanted to make one of them into a hat.”

With the two plants having them cornered on the same log, they now need a way to defend themselves against them. Luckily, Applejack had one in mind. “I got this.” She told her friends while helping them up on the log. “My great uncle Honeycrisp was a lumberjack.”

Both Rarity and Kion turned to each other in confusion before following his lead by running in place on the log to force the giant flowers to tumble off.

“Ha! Come on, you pansies, just try and keep up with me!”

“I’m trying, I’m trying!”

“Not you, the plants!”

Rarity then turned and saw something even more alarming. “Uh, Applejack, Kion, dears, what would make this situation even more dire?”

“Can we talk about this later? I’m kinda busy.” Applejack returned more focused on trying to trip the plants up.

“What?” Kion asked before realizing. “Oh, Hevi Kabisa, please tell me it’s not a huge waterfall we're about to go over.”

“I’m afraid so darling.” Rarity honestly answered just when Applejack and the two flowers realize what’s about to happen.

“Oh boy!”

All five all fall off of the log as they all go over the waterfall with Applejack screaming while clinging onto Rarity’s body with Kion hanging onto the former’s tail.

“Get ready to accessorize, Applejack! You too Kion!” Rarity told them while moving her body on top of the stem of the plant.

Kion getting the idea quickly swung himself up onto the other plant while Applejack quickly moved to grab onto the plant’s roots.

“Quick thinking, Rarity.” Kion complimented with a sense of relief.

“See?” Rarity smiled while turning to the frowning cowgirl. “I knew these flowers would be useful.”

“We’re floatin’ off into the great unknown on parachutes that want to eat us.” She reminded. “What part of this is okay?”

“Well, the view is nice.”

“And we are all alive.”

Both Rarity and Kion answered with the latter just thankful on his point made.

“The glass is half full, Applejack.” Rarity added.

“Heh!” Chrysalis laughed at the sight.

“Always with the monsters. Yeesh!” Scootaloo remarked in disgust. “Can’t any of them run into fluffy bunnies or something?”

“Actually…now that you mention it…” The changeling’s second in command responded in the matter of the fact way while Scar shows them a current live visual of Rainbow, Pinkie, Bunga, Beshte, Thorax, and Kovu making their way through the meadows.

“Eeeek! Chupacabra!” Fluttershy’s voice screamed from the distance.

“What’s that noise? A bird?” Pinkie wondered.

“If so a rather whiny bird.” Bunga replied while still trying to make sense of it.

“I don’t know.” Beshte voiced finding something off about it. “It sounded like cries for help.”

“But who?” Kovu asked while looking around uncertain. “Who would want our help other than our friends?”

Before Beshte or Thorax could answer a small group of colorful bunnies with small antlers approached them and both Pinkie and Bunga took a sudden liking to them.

“Aww! So cute!”

“Hello my squishy-wishy!”

Rainbow and the others however felt their sudden need for attention a little too much and close for comfort.

“Okay, look I know you really want attention, but you really don’t have to so close to us.”

“Come on guys, I appreciate the ambience, but I need some breathing room.”

“Please stop that.”

Beshte, Rainbow, and Kovu all tried their best to be polite and considerate towards them while Thorax suddenly seems to recognize them.

“Everyone get away from them!”

“Why?” Bunga questioned until they heard a chomping sound from one of them.

“Ow! Bad bunny!” Pinkie screamed.

“Not bunnies! Vampire jackalopes!” Thorax alerted everyone before scooping up Kovu.

Rainbow quickly scooped up Bunga with her hooves before using her teeth to drag Pinkie away by the tail.

Only problem is that Beshte can’t move as fast as the others it proved to quickly work to their advantage. “Guys, a little help please?”

Rainbow true to form quickly turned around to come to his aid. “Okay Bunga, I’m gonna need your help on this one.”

“Righto, Rainbow!” Bunga saluted before getting in ready position as the bunnies all close in on their hippo friend. “We’re coming Big B!”

Rainbow quickly flew circles in their direction to form a rainbow twister which knocked them all off their feet. Once they all tumbled down to the ground, Bunga had his back turned to them before unleashing a green gassy fart that stunned them all.

“Zuka Zama!”

“Thanks, Little B!”

“Don’t worry, the most loyal member of the Guard never leaves a team member behind.” Rainbow assured with a confident smile before they used the cloud of green gas cloud to gain a safe distance from their pursers who all cough madly from the massive stink from the honey badger’s fart.

As they all move to catch up with Thorax and Kovu they all see something that all caught their eyes with Bunga the first to notice.

“Oh, look, it’s Rarity, Applejack, and Kion!” He happily shouted upon seeing them floating down on the pony-eating flowers.

“Oh! Oh! Rainbow!” Pinkie eagerly spoke which threw off her friend’s flight. “Did you know Applejack, Rarity, and Kion can fly?”

“I do now!” Bunga remarked very amazed with what he is seeing as they all descend towards their direction.

“Less talking, more fleeing Pinkie! You too Bunga!” Rainbow said to them during her struggle during their downward descent.

Upon seeing their opportunity, Kion, Applejack, and Rarity all leaped down towards the ground at the same time Rainbow, Bunga, Pinkie, Thorax, and Kovu all landed on the ground for a safe landing.

But they all had no time to relax since they saw the bunnies are closing in on them once more after playing catch up.

“This is ridiculous! It’s a bunch of fluffy bunnies!” Applejack expressed incredulously. ”Why are we running!”

“Hey!” Rainbow quickly fired back rather heatedly in a huff. “It looked like you were running from a bouquet of lilies. Don’t complain!”

“Just keep running!” Kion shouted at them since their lives are still at stake.

“You don’t have to tell us twice!” Fuli returned while she and the others flee from the chupucabra right behind them.

“Fuli!” Kion said back rather pleased to see her again.

“Twilight!” Pinkie cheerfully said in the unicorn’s direction.

“There you are!” Twilight likewise returned in the same manner right before they all crossed paths and…

*CRASH!*

After trading shouts and cries of pain, both Pinkie and Bunga noticed something straight ahead.

“Hey!”

“A cliff!”

Without saying much, everyone all tumbled down the cliff at a fast rate while screaming off the top of their lungs.

The sight was a rather spinning sight for the villains watching. In fact, too much spin for Chrysalis’s liking to the point she is holding back the urge to vomit. “Ugh! It’s spinning so much I think I’m going to be sick.”

“Wow! What a climatic turn of events!”

“The Lion and Pony Guard are all back together!”

Both Apple Bloom and Mtoto cheered.

“It’s quite the…” Sweetie retched. “…turning tale.”

“I’ll say…” Gumba returned while clutching his stomach.

“Me too…” Shauku added while turning green in the face.

“That orb knows how to spin quite the story!” Scootaloo joked which earned her frowns from her friends. “Hey.” She quickly defended. “That was a good one.”

“No. no, it wasn’t.” Chrysalis remarked with a distasteful expression after recovering from her brief airsick episode as the Guard all continues descending down the cliff.

“Try being more on the ball going forward. Like they are.” Scar gestured to the curled up group of friends who all come crashing down on the ground.

Chrysalis further cackled at the sight along with her comrade’s joke. “Now that was funny.”

“Why, thank you.“ Scar responded feeling pleased with how it is all going along. “I’m sure the Guard can say the same even if their landing was a little flat.”

The kids frowned as the two take sadistic delight in seeing their misfortunes.

“Oh, come on!” Scootaloo complained in a huff. “You laugh at that?! And here I thought I was the lamest jokester in Ponyville.”

After landing hard onto the ground, everyone all briefly groaned in pain before getting up.

“Always with…the…monsters…” Rainbow said with her head shaking.

“Tell me about it.” Fuli returned rather annoyed while brushing the dirt off of her fur. “And here I thought baboons were the worst animals to be running from.”

“I bet my mane looks dreadful…it’ll take weeks of deep conditioning to fix this…” Rarity complained upon seeing her mane is slightly unkempt from the fall.

“I think it’ll be fine without it Rarity.” Ono dully replied in his assurance. “But then again who am I to judge for your proper hair care.”

“Let’s do that again!” Pinkie cheerfully proposed.

“Let’s!” Bunga agreed.

“No!” Both Twilight and Fuli quickly shut it down before turning to the animals all looking down at them from above.

“Well, it looks like a death-defying fall might keep those guys at bay.” Twilight commented through her observation. “I hope that they don’t make their way down here.”

Fluttershy was quick to answer that they won’t. “Oh no. The vampric jackalope and the chupacabra are natural enemies. They’ll fight for dominance over the rights to eat us.” The two groups likewise do exactly that in an interesting and violent way which had the Guard all showing varying expressions of horrified and disturbed disgust. “Nature is so fascinating…”

“It sure is…” Beshte awkwardly spoke his thoughts.

“Yep!” Ono agreed while turning green and quickly flying aside to throw up again along with Pinkie.

“Un-Bunga-veilable!” Bunga was left in jaw-stricken horror alongside Rarity and Kion.

“Yeesh.” Fuli remarked while sticking her tongue out and cringing at the horrible sight alongside Applejack.

“No kidding.”

“You’ve said it.”

Both Applejack and Kion commented while turning away.

“It is indeed.” Twilight stoically commented before turning to the others with due words to say to them. “Listen…” She began while looking aside and regretful while rubbing her front hooves together. “I owe you all an apology, I should never have gotten so angry at you. And I should never have left you all without a map to find your way. That was awful of me.”

“You’re not the only one Twilight.” Kion likewise returned with the same regret while looking down towards the ground very ashamed of himself too. “Because I too owe you and everyone an apology for the way I acted back at the temple. It was wrong of me to denounce you all and to split us all up like that and I never meant what I said back there.”

“Aw, it’s okay Kion.” Beshte quickly assured that all is forgiven. “We all know what really happened back there.”

“Yeah! It was the changelings who all tried to split us apart.” Bunga added. “They are the ones who really said all those nasty things about us.”

“Well regardless, it didn’t excuse of how quick we were to accuse each other.” Ono voiced feeling an idiot for jumping the gun on what really happened. “And for that I apologize for how I acted back there.”

Applejack also apologized. “I think we all said some things that we didn’t mean and for that I’m sorry too.“

“Me three.” Rarity chimed in while nuzzling Twilight’s cheek to which Rainbow stuck out her tongue rather disgusted at the sight. “We should have talked things out…like civilized ponies. We are in this together, after all! I’m sorry as well.”

“I’m sorry everyone.” Fluttershy apologized with her lips scrunched together and looked upwards feeling very foolish herself. “I can be such a hothead…”

“Me too.” Kion added in regret for losing his temper like that back there.

“Yep.” Fuli voiced not even denying her role in the matter. “Sorry, everyone.”

Rainbow however seemed to not fully think so. “Riiiiiight…well, I’m sorry…I’m guess.”

“Rainbow.” Pinkie urged her in a friendly manner to mean it.

“Okay. Okay…I’m sorry too.”

“Me three! Sorry everyone!” Pinkie concluded the round of apologies everyone owes each other before suddenly appearing in her costume from the other night much to the group’s sudden shock. “Luckily, I always travel with and “I’m sorry” cake! I also have “I’m sorry” goody bags!”

After recovering from her shock with Rarity ducking behind her, the Pony Guard leader spoke up with her eyes still wide open. “Uh, Pinkie…I don’t think we have time for cake…” Twilight tried to insist it should wait. “We’re only an hour away from the changeling kingdom…”

But Pinkie was adamant on wanting her to make time for it. “Eat…the…cake.”

“What in the Pride Lands?!”

“What the hay is that?!”

Both Kion and Ono questioned along with Applejack.

“Er, are we just going to ignore that costume?”

“Please don’t ask about it.” Rainbow pleaded of them while face-hoofing to herself. But it was too late since Pinkie quickly placed the costumes back on her, Beshte, Bunga, Thorax, and Kovu. “You asked…why did you ask?”

“Sorry.” Ono once again apologized. “I just can’t help but question things from time to time.”

“It’s all right, Ono.” Kion reassured while chuckling at the sight of the costumes before moving to have a slice of cake. “And I suppose we can stop for a few minutes.”

“Well, why not.” Twilight relented with a shrug before helping herself to a slice along with Rarity. A short break won’t hurt our schedule…and we do need to keep our strength up!” Thank you, Pinkie!”

“Yeah thanks.” Kion also said to the party mare who immediately downed her slice down the hatchet along with Bunga.

“You’re welcome!” Pinkie happily returned while slurping the icing off of her lips.

“Couldn’t have said it any better.” Bunga likewise returned while doing the same. “Hakuna Matata!”

"Speaking of questions..." Fluttershy spoke up noticing something while looking around noticing someone is missing around their inner circle of friends. "Has anyone seen Kyoga, Karabi, or Lite?"

Everyone suddenly stopped eating for a second and looked around and saw that the trio of siblings aren't around.

"I don't know." Kion answered with his voice suddenly sounding very concerned.

"Do you think something happened to them?" Fuli asked.

"Who knows." Ono said trying to make sense of their disappearance. "...Kyoga had both Karabi and Lite go after you all after we all split up to make sure you were all okay."

"Really?"

"We haven't seen either of them."

Both leaders of the Guard pointed out since they never seen them come to them.

"But Kyoga was with us last night." Bunga pointed out before his eyes widen in realization. "Unless..."

Thorax gasped upon putting the pieces together. "They all been captured! That's what happened!"

"Oh no." Kovu gasped along with the others.

"This is not good." Applejack voiced grimly along with regret since their infighting led to this moment. "First our sisters, then our fan club, and now our magical friends."

"Who's next? Us?" Rainbow expressed now feeling the great sense of danger growing by the minute.

"Maybe..." Twilight spoke feeling that's possible before moving towards the direction of the changeling kingdom. "...which means we're going to have to take and enjoy our apology cake to go."

"Good idea." Kion agreed now is time to get going with everyone all following after him and Twilight with everyone walking and eating cake together along the way. "Let's go."

While everyone enjoys their snack on the road and prepare for their showdown against Scar and Chrysalis...

---

...Meanwhile…

“Almost here, little Twilight.” Chrysalis commented to her approaching prey. “I just can’t wait to show you my humble abode…”

“What’s an “abode?”” Apple Bloom questioned her friends who many of them didn’t know the answer too.

“It’s a noun.” Sweetie Belle quickly answered. “It means “The place where one abides.””

“How do you know that?” Scootaloo questioned the little unicorn like she some’s smart filly now who likewise innocently shrugged in response.

“Ever heard of a dictionary?” Scar asked them in a deadpan manner while holding up one in his paws before dropping and sliding it towards them. “That’s probably how.”

“Oh.” Scootaloo returned feeling like a little mule right now that she walked her mouth right into that.

“This is almost over…almost over…” Chrysalis said to herself with tired eyes just about ready to enact their plan. “…Guard! Bring me an antacid!”

Said guard held up another kitten who had antacid pill bottle and a “Get Well.” Card in his paws while smiling. “Here you go.” Scar handed her said pill with his claws after obtaining it from the jar.

---

Back elsewhere…

“And that’s it, boys and girls!” Spike told everyone while a slide of Chrysalis and Scar turns into one featuring them looming over the kids tied up to the train tracks. “We leave our heroes, rejuvenated and together again, the gates of their final destination! Will it be…um…er…their final destination? The evil Scar and Queen Chrysalis still has those innocent fillies in her clutches. Not to mention they now have Kyoga and her siblings captured as well. Will they escape? Tune in next issue for our exciting conclusion.”

Angel then moved to flip the switch to turn on the lights just when one the kittens appeared before him and Spike with a card in tow. One that says “You’re my Shnookums.” which melted the baby dragon’s heart to the core.

“You’re my Shnookums, whatever you are!” Spike returned with a very warm embrace to which Angel turned aside and stuck out his tongue in disgust at what he feels is overly affectionate for his taste feeling that Fluttershy has a better sense of where to draw the line in that regard.

“And now…” Scar then said with a sinister look in his bright green eyes. “…it is time to for the next part of our plan towards conquering both the Pride Lands and Equestria…”

Author's Note:

In Part Three, after their previous falling out, the Guard has gone their separate ways, all of them split in three groupings.

Applejack, Kion, and Rarity have managed to take up the unicorn's fine dining for the night followed by a nice walk hrough the meadows while being pursed by pony eating flowers.

Twilight, Fuli, Fluttershy, and Ono all get the pleasure of a simple campfire along with being pursed by a chupacabra the following day.

And Pinkie along with Bunga, Beshte, Rainbow, Kovu, and Thorax all get run off by vampire pony bats along with dealing with Pinkie's absurd ideas of disguises that can't even fool the stupidest changeling of the hive.

Good luck would have it that everyone just managed to reunite after barely escaping their predator pursuers.

But the bad luck however, is that even with their friendship mended, they are now down three allies on their side, due to them all being captured by the changelings, making the situation more dire, with time running out...

...can the Lion and Pony Guard pull through, save their kidnapped friends, and defeat both Scar and Chrysalis once more?

The answers come down to Part Four of their next big showdown with the arrival of a comet nearing the horizon in the skies...

Comments

[Flamewarrior02]

Well, that break up was pointless. I know it was from the comic, but still. Did they have to put that cliche in?
Did not expect kitten murder to be in this comic. And it might not be just kittens getting murdered. Which is not a loss for me.

[JesusG0987]

Okay that was cool and man the kitty murdered things was extreme for kids to see, literally, and man that was a good one on how they went separate ways and how they reunite and apologize to each other awesome job