• Published 25th Oct 2021
  • 3,577 Views, 176 Comments

Dawn of a New Age - GTthe4th



Spyro’s world wasn’t fixed after he and Cynder defeated Malefor; instead, it collided with another. Destinies are now forever intertwined, and the Spiral of Fate spins ever downward… (Spiral of Fate Book 3)

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Chapter 15: Fury of the North


(Mount Everhoof slopes, Praetorian Camp Gamma)

A blue flare shot up into the air, illuminating the cloudy night sky and briefly giving all the Praetorian search teams below perfect vision of their frosty surroundings. For most of the Crystal Praetorians, it meant that the search for the night was called off and that they could rest for the night. But for Shining, it meant only one thing.

Another day, another failure.

Lowering the binoculars from his eyes, the Prince of the Crystal Empire let out a groan of disappointment and trudged through the packed, deep snow back down to the camp just below him. Some of the search teams had already returned and were dropping off their gear at their tents, fully intending to get some much-needed sleep.

In the middle of the camp, however, surrounded by holographic maps of the mountain range laid out by a vast array of projection crystals, were Spyro and Cynder, the two mysterious Dragons that had arrived alongside Rainbow Dash the week before. Hovering above them, dressed an adorable pink parka originally designed for Breezie visitors, was Sparx, their Dragonfly companion. Even one week after their arrival, Shining still didn’t know why Sparx was even here, given his total lack of concern for the situation and his penchant for cracking crude jokes.

As for Spyro and Cynder themselves, they had his respect. They had given him and Flash a summarized version of events of how they got to Equus and, with Rainbow pitching in every so often, had told him of what was going on at Warfang. They were undoubtedly heroic Dragons, but it was clear to him that what they had gone through had affected them far more than anything he had ever faced. He was happy to have them on board with the search teams.

But it had been a week since they had arrived, and very little progress had been made, contrary to Cynder’s previous claims. With Spyro and Cynder’s help, the search teams now knew a little more about what they were looking for, as well as what thaumatic energies to trace, but even with their help, nothing had been found. It was as if Malefor was playing a game of hide-and-seek while taunting them the whole way and changing hiding spots every second.

Once, just once, Shining wished that the flares would be red.

Sliding the binoculars into his saddlebags and grabbing two mugs of hot cocoa from the mess tent with his magic, Shining approached the two Dragons as they stared intently at the holo-maps with frowns on their faces. He floated both mugs over to them with a faint, half-hearted smile on his lips. “Here, that should keep you both warmer.”

“Thanks,” Spyro replied, grabbing one of the mugs and sipping at it.

“That makes another eight sectors clear of both Dark Crystals and Changelings,” Cynder muttered, using one of her talons to draw eight X-marks on one of the holo-maps. “We’re rapidly running out of mountains to search.”

“We’ve got to be missing something,” Spyro growled, kicking the snow in front of him out of spite. “I just don’t understand what, though.”

The flapping of wings brought their attention to the sky above them, and four Pegasi glided down towards them. Two of them headed for the mess tent, while the other two landed next to them and shook snow and small icicles off their wings and parkas.

“Flash, Rainbow Dash, any luck?” Shining asked.

“Total bupkis,” Rainbow answered, kicking out one of her back legs to get some snow off. “Just like the last few days.”

“I’m telling you, Shining, there’s nothing here,” Flash insisted. “Face it, the Changelings are gone, and if that Dark Crystal thing was still out there, we would’ve found it long before now. It’s most likely smashed against the cliff.”

“That’s impossible!” Cynder declared. “The only way to locate them and destroy them is through our connection to the Aether Element.”

“Well, then you tell me, why haven’t you found it yet?” Flash challenged, pointing to her. “Better yet, how do you know that Aether is the only way to destroy them? This is a new world, with some new rules you’re not used to.”

“There are some constants that work in every world, no matter where you are,” Spyro replied. “Ignitus taught me that a long time ago during one of his lessons. No, the Dark Crystal is still out there somewhere, and we have to find it.”

“Uh, guys?” Sparx suddenly spoke up, flying between them. “Here’s a thought: could Evil Demon Dragon Dude be...gah, what’s the word...masking! Could he be masking the Aether connection thingy?”

Spyro sent a questioning glance to Cynder and she shrugged. “It’s...possible, I guess,” Cynder mused, putting a claw to her chin. “We Dragons don’t fully understand Aether ourselves, and Malefor has been around for a lot longer. He might’ve found ways to use it that we don’t know about.”

“Well that’s just brilliant,” Flash grumbled, throwing up his wings in exasperation. “Our one way of locating him, and it might not even be working.”

“Well, we’re not gonna find something called a ‘Dark Crystal’ at night,” said Rainbow. “I say we all sleep on it and start fresh in the morning.”

Shining nodded. “I agree, getting some sleep would be in everyone’s best interest. Besides, we need a new plan, because clearly our current methods aren’t working. Flash and I will be heading back to the city, any of you can come with us if you’d like.”

Sparx raised a finger to say something, only for Spyro to interrupt him. “We’ll stay here. We don’t need as much sleep, and maybe Cynder and I can think of something new for tomorrow.”

Rainbow nodded. “Yeah, I think I’ll stick with them too. And besides--” She sniffed the air and sighed in contentment as a hearty scent wafted by. “--I love a good carrot stew.”

Shining shrugged his shoulders. “Suit yourselves. Flash, you ready?”

At Flash’s nod, the two stallions got closer together and Shining’s horn lit up. The image of an intricate rune appeared underneath them for a moment just before they both blinked out of existence, no doubt already reappearing back inside the Crystal Empire.

Spyro shook his head and smirked as he and Cynder turned back to the maps before them. “I’ll never understand how teleportation works, I swear...” he remarked.

“Same here, buddy, same here,” Rainbow agreed, before wandering over to the mess tent for a bite to eat.


(Crystal Palace, Flash Sentry’s quarters)

Flash closed the door to his room and leaned against it, letting out a tired sigh as he felt his head droop.

He hated coming back here empty-hooved, but what else could he do? He couldn’t convince Shining to call off the search, nor could he disregard his orders. He didn’t know how long this whole thing was going to last, but one thing was for sure: he was rapidly losing patience.

Not that it was Shining’s fault, of course, or even Spyro’s, Cynder’s, or Cadance’s. No, they were all just doing their duty to their people, and he had nothing but respect and admiration for them. The problem was that they were chasing ghosts. They had already found several Changeling bodies frozen in the snow, and there were no cave entrances to be found, meaning that it wasn’t possible that they had found shelter in time before they had all perished from the freezing winds and bitterly cold snow.

And as for the Dark Crystal, while it was certainly possible it had survived, as time went on he had started to find it far more likely that it had long since been destroyed when Shining had thrown it at the mountain. nothing could withstand the force of an impact like that, least of all a delicate crystal.

“There’s nothing there, damn it...” he whispered, crossing his room and flopping onto his bed. “Nothing but snow, ice, and rocks.”

He lay there flat on his bed for several minutes, blinking half-lidded eyes at the pillow in front of him. He wanted, no, needed to sleep, but one whiff of the air was all he needed to think twice. He needed a hot shower first.

Sliding off of his bed, he managed to shamble over to the bathroom adjacent his quarters and flick on the light. Hissing at the sudden brightness, he stripped the armor off his body and carefully placed it in a neat pile on the floor, before moving over to the sink and turning on the faucet. Knowing the water would be cold for a moment, he stepped back and grabbed a towel hanging from a rack and swung it over his shoulder, before dipping his hoof in the water.

Frowning, he pulled his hoof back. The water hadn’t gotten warm yet, much to his annoyance. It never took this long before. He set the hot water dial all the way to the maximum setting and waited some more, and yet still the water was bone-chillingly cold.

Closing his eyes, he exhaled and muttered, “Heaters must be down again...ponyfeathers.” Cold rinse it was.

Then, just as he stuck his hooves back into the water to wash his face, he gasped and yanked them back out as the water suddenly switched to a boiling temperature, causing him to fall to the floor on his rump in surprise. Nursing his slightly scalded hooves, he stood back up and glared at the offending faucet, turning it off. Clearly it wasn’t a heater problem; it was a heat thief, probably from some other punk officer from one of the nearby rooms. All the officers’ rooms were on a separate system from the rest of the soldiers.

Deciding to take his shower first while he still had the heat, he stepped into the bathtub and turned the water on, letting warm water splash over him. For a while, he was at peace, and all his worries seemed to wash away along with the water and grime. As he showered, it gave him some time to think of a new plan, just as Shining had suggested.

Their current methods for searching the mountains were proving unsuccessful, that much was certain. They had enough Ponies to cover the distance, but the snowstorms and wind were making things difficult by covering any tracks or possible traces made by the Changelings.

That left magical scans, but the ambient chaos magic in the Frozen North made that difficult, thanks to Discord a thousand years ago. The Crystal Heart was working hard to purify the chaos magic, but it would be decades, maybe even centuries before it was all cleared out again. Besides, Changelings could mask their own thaumatic signatures thanks to their abilities, and anti-disguise scans would only work at short-range.

So, scanning for Changelings was out, which left just the Dark Crystal. Spyro and Cynder’s connection to this “Aether” supposedly enabled them to sense Aether signatures, and yet they hadn’t gotten a single hit yet, even a week after joining the search. It did make him wonder, though: if the Aether could be used to perceive one thing, could it be possible to attune it to--

The water for his shower suddenly went cold, blasting him in the face and sending every thought he had into the abyss of his mind. Letting out an inequine screech (that he would never admit to later), he shut off the water, glared at the floor and snarled, almost sounding like a dog. “Bloody heat-hogs!” he roared.

Thoroughly angered and with his train of though completely derailed, he decided to call it quits for the night and stepped out of the bathtub, drying himself off with the towel. Gathering up his armor (which now felt cold against his fur, annoying him even more), he re-entered his quarters and carefully place it on a rack next to his bed before tucking himself under the covers for some much-needed rest.

“Memo to self,” he muttered as he closed his eyes. “Find out who was stealing all the heat, and have them go siphon off somepony else...” His voice trailed off, and he pulled the covers over his head and sighed.

...

...

...Siphon?

...

...

...His eyes shot open, and his mouth opened slightly as he processed his own words, realization dawning on him.

“Noooo,” he murmured, sitting up and rubbing the sleep from his eyes. “No, no it can’t be that simple!”

Could it?

Flinging the covers off his body and not even bothering with the armor, he charged across the room, swung open the door, and bolted down the hallway. He had to find Shining, and fast.

Two left turns and one flight of stairs later, he found himself careening down the slippery crystal floors of the Palace on his stomach, sliding directly into a pillar right next to the royal suite, startling the two Praetorians standing guard. Flash felt his snout bump against the pillar and he let out a grunt, rubbing his nose with a hoof and looking up sheepishly at the guards, who stared back at him with equal parts surprise and worry.

“Please tell me Shin--uh, Prince Shining Armor hasn’t gone inside yet?” said Flash.

“No sir, he hasn’t,” one of the guards replied, helping his captain up with a hoof. “What’s wrong, sir?”

“Nothing you need to worry about, just tell me where he is.”

“Where who is?”

Flash spun his head around to see Shining walking down the hall towards his room. The Prince raised an eyebrow at Flash, looking him over. “You’re out of uniform, captain.”

“Shining!” Flash gasped, stumbling over to him and grabbing him by the shoulders. He leaned his face forward, only inches away from the Unicorn’s. “I’ve got it!”

“Uhhh...got what?” Shining asked, suddenly feeling very trapped and oddly warm.

“The answer to our problems, Your Royal Doofus...Highness!” Flash chuckled.

“Sense. Please make some,” Shining pleaded upon hearing the guards snickering behind Flash. “Preferably while also giving me some space.”

“Huh? Oh, right, sorry.” Flash let go of Shining and backed away, but didn’t lose any of his giddy excitement. “Look, I know it’s late, but we need to go back to Mount Everhoof. I’ve figured it out!”

“Figured what out?”

“Remember when the Crystal Heart was being drained by Malefor a few weeks back?”

Shining nodded. “Yeah, what about it?”

“And do you remember what he told us about extracting whatever energy he needed from the Heart in order to survive? Coming to this world right after having his butt kicked six ways to Sunday must’ve made him extremely weak, right?”

“Yeah, I’d assume so,” said Shining. “What are you getting at?”

“The reason why Spyro and Cynder can’t sense any of the Aether coming from the Dark Crystal is because there IS no Aether coming from it, or at least such a tiny amount that it’s not detectable on its own!” Flash declared, pressing a hoof into Shining’s chest and tapping it to emphasize every word. “They told us themselves when they got here, this Dark Crystal holds the soul of a Dragon, and the Aether Element is the lifeblood of the Dragons of their world, even if not all of them can use it. A soul being that weak after such a huge battle, and being thrown onto a whole different planet to boot wouldn’t have much Aether left in it, huh?”

Shining put a hoof to his chin, pondering Flash’s words with a hum. “Well, you’d have to confirm that with Spyro and Cynder, but that would make sense. But then doesn’t that mean that their Aether perception is useless?”

“No, nononono, quite the opposite!” Flash exclaimed. “You see, Malefor only survived off of stealing from the Crystal Heart, which means that the Crystal Heart’s energy is now powering him. All we have to do is scan for that energy, and we’ll find your Dark Crystal!”

Shining shook his head. “That won’t work. The Crystal Heart’s ambient magic is saturating the Frozen North as we speak. It’s how Malefor was even able to latch onto it so quickly after coming to this world in the first place.”

“You’re right, the Crystal Heart’s ambient magic is saturating the place, but not this version of it!” Flash said, pacing back and forth in front of Shining with a crazed, hysterical look on his face. Every movement he made seemed to make him shake and shudder as his excitement grew. “Malefor was still alive when the Dark Crystal his soul was in crashed on this planet, meaning that he had to have had a tiny, trace amount of Aether Element still left at his disposal. It’s the only possible explanation for how he was able to reach out and steal the Heart’s energy, meaning that the Crystal Heart energy that is now powering him--”

“--Is tainted with trace amounts of Aether, thereby giving off a signature unlike Aether or the Heart, so if we combine the Aether perception with a targeted scan spell...” Shining finished with a quiet gasp as Flash’s logic slowly dawned on him. “Flash, do you realize what this means?!”

“We got him,” Flash breathed, meeting Shining’s astonished gaze with a triumphant one. “We bucking GOT HIM.

Shining looked behind Flash at the door to his quarters, and then looked back at his captain. “Screw sleep. Get your gear and meet me down in the courtyard in five minutes. We’re slaying a Dragon tonight.”


(Mount Everhoof slopes, Praetorian Camp Gamma)

Sounds of soft snoring (and one obnoxiously loud one) were all that could be heard across the camp, as most of the Praetorians had fallen asleep, save for a couple patrols that encircled the edge. Even Spyro and Cynder, for as much as they wanted to continue their tireless efforts to locate their quarry, had succumbed to the siren call of sleep, and had curled up next to each other near a crackling fire, holding each other close for extra warmth. Sparx, the one loud snorer in the camp, lay on top of Spyro.

Evidently years of living together had given the Purple Dragon a special tolerance for annoying adoptive siblings.

Besides the guards at the edge of camp, only one Pony still sat awake and alert, tending the fire with a hoof while eating from a bowl of warm stew with a wing. Frankly, Rainbow couldn’t sleep tonight. There was something in the air that had sent her finely-tuned Pegasus sense tingling, although she didn’t know what it was. It wasn’t the cold winds from the north, nor was it the subtle charge of chaos magic that continued to permeate through the air like a bad stench, reminding her of a certain Draconequus that would remain nameless.

No, it was something else, and it infuriated her to no end. It was like a feeling of tension and dread, like what she had felt when she and her friends had faced Chrysalis in Cantelrot, or Sombra in the Crystal Empire. But it was different this time; before, she had her friends by her side, while tonight she had nobody.

She glanced over at Spyro and Cynder, watching their chests gently rise and fall in their sleep. She smiled, stoking the fire once more. Maybe she had two friends with her, at least.

She reached out with her wing and grasped her spoon again, lifting another spoonful of stew into her mouth, just as a bright, blinding flash of white light took her by surprise. Two stallions appeared in front of her, and before she could blink one of them stuck a whistle in his mouth and BLEW.

The screech of the whistle sent Rainbow tumbling backwards off her rock and into the snow with a yelp, and caused Spryo and Cynder to awake with a start, jumping up to their feet and getting into a defensive stance. Sparx buzzed off their heads screaming his fool head off.

Shining lifted up his head and thundered, “Stand-to, Stand-to! Praetorians, up! To me!”

“Gah, what the buck, Shining Armor Sparkle! ...Sir!” Rainbow cried, jumping back onto her hooves and glaring daggers at him and Flash. “Why don’t you scream a little louder, I think the Zebras in Farasi didn’t hear you!”

“Wonderbolt Lieutenant Rainbow Dash, front and center!” Flash bellowed.

Her training kicked in, and without a second’s hesitation Rainbow snapped to attention and saluted. “Lieutenant Rainbow Dash reporting for duty as ordered, sir!”

“What’s going on, Shining?” Cynder asked, reaching up and silencing the still-screaming Sparx by plucking him out of the air and stuffing him in the snow.

“We’ve found a way to locate the Dark Crystal,” Shining replied, ignoring the muffled cries of dismay coming from the smothered Dragonfly.

That announcement got Spyro’s attention in an instant, and he took a step forward toward the two stallions with a surprised and eager look on his face. “How?” he asked.

Shining pointed to Flash. “He can explain it better than I can, it’s his idea after all.”

Flash quickly explained to the two Dragons his theory, and gave them the run down of the plan while the rest of the Praetorians roused from their sleep and hurriedly donned their armor and weapons. Once Flash was finished, both Dragons gave him an astonished look.

“You figured all that out because someone stole the heat for your water?” Cynder wondered aloud.

“Yup, and that Pony is still gonna get it tomorrow,” Flash affirmed. “But right now, we’ve got a plan. What do you think?”

“I think it just might work,” Spyro answered, giving him a thumbs-up with a claw. “What are we waiting for?”

“Yes, what are we waiting for, grunts?!” Shining bellowed, turning to the rapidly growing crowd of Praetorians. “MOVE!

Once all the Praetorians had been assembled, Flash stood at attention in front of them. “Listen up, Ponies!” he barked out. “The Prince and I may have figured out a way to locate one of our two targets: the Dark Crystal. We want you all to be ready for a fight in case this works, because the entity within that crystal is a dangerous and manipulative monster with an immense amount of power at his disposal. And, if it doesn’t work, you will be doing thirty laps around the camp, because your response time to that stand-to was abysmal! Do I make myself perfectly, crystal-bucking-clear?!”

“Sir, yes sir!” the platoon roared in response, with even Rainbow joining in for good measure.

“Good!” Flash yelled. He then looked at Shining, Spyro, and Cynder. “I think we’re ready now,” he informed them in a much lower tone. He reached into a satchel on his left and pulled out a flare gun with his wing, loading it with a red flare capsule and holding it overhead in preparation.

Shining gave Spyro and Cynder a look of determination and nodded, and the three of them closed their eyes. Shining’s horn began to glow with a pink light, and he held out a hoof. A rune appeared floating in the air, moving and spinning with the movements of his hoof, before he stamped it against the ground. The rune exploded into a hundred sparkles, each one seeping into the ground.

As Shining cast his own spell, Spyro and Cynder opened their eyes, revealing two pairs of brilliant white lights. Standing on their hind legs, they lifted up their claws as they began to give off a faint purple glow, before they too slammed their claws onto the ground, releasing the energy stored within. A wave of purple light shot out from both of them, sweeping across the entire camp and over a large amount of the slopes. They didn’t concern themselves with the waves of energy; rather, they focused all their power on the area where Shining had cast his spell. They stared down at it intently, their heads tilting this way and that as their combined Aether joined forces with Shining’s scan.

Then, moments later, they ended their spells, all three of them taking a step back and gasping for air. Combining Dragon and Pony magic for the first time had taken a toll on their bodies and minds, and soon pounding headaches overcame them. Rainbow broke protocol by running over to catch Shining before he fell to the ground, but Flash didn’t seem to mind for once.

“Did...did it work?” Cynder let out, clutching her head in pain. “Please tell me it--”

“Uuuh...guys?” Sparx said, interrupting her and pointing up the slope. “Y’all might want to look up.”

Sensing urgency in his words, everyone gathered in the camp followed Sparx’s gaze and stared in awe at the sight before them. Where once stood a mountain of snow now stood a mountain absolutely covered in pulsating, glowing veins of purple and black, revealing themselves from underneath the snow. On and on they went, moving up the jagged cliffs of the mountain range in every direction, and still onward they continued. Five more peaks were completely saturated with the purple glow just like Mount Everhoof was.

But they didn’t stop there. They continued deeper down, going all the way to the very roots of the mountain, even through the camp in which they stood. They continued past the mountains to the very edge of the Crystal Empire, encircling it. They spread out and threatened to go past the very boundaries of the Frozen North itself.

But most startling of all, there were dots. Thousands upon tens of thousands of dots shining brilliantly from deep below the earth.

“Holy Celestia!” Rainbow blurted.

“That’s impossible...” Spyro whispered in horror.

“Spyro...they’re moving. The dots are moving,” Cynder said, pointing at one just below the camp.

“Mobile Dark Crystals?” Sparx asked. “Oh great, that’s just great.”

A bright red ball of light lit up the night sky, followed by another. Then another. And then two more. Shining stared at them in mute horror as they soared, watching as Flash fired his own. Six red flares from each of the camps, illuminating much of the Empire for all to see.

He had not expected the plan to work so well, but now that he saw the results, he almost wished that the flares would be blue again. There was, after all, only one way those Dark Crystals could be mobile, and Shining guessed that everyone knew what it was, even the commanders of the other camps.

They had found what happened to the Changelings.

Before anyone could utter a word, Spyro and Cynder suddenly clutched their heads and fell forward, writhing on the ground with their mouths open in a silent, terrible scream. Sparx, Rainbow, and Flash were at their sides in an instant, but to their relief the sudden reaction the two Dragons had was already fading away, replaced by indescribable fear.

“Spyro, Cynder, what’s wrong?” Rainbow asked, helping Spyro to his feet while Flash helped Cynder.

“Speak to me, bro,” Sparx added in a concerned, unusually somber tone as grabbed onto Spyro’s face.

“He’s here!” Cynder gasped out at last, hanging limply in Flash’s hooves.

“We sensed him...we touched his mind. Malefor knows we’ve found him,” Spyro joined in, rubbing his head and looking towards Mount Everhoof in worry. The dots below them started to move faster, heading towards the summit. “We’re all in danger.”

Shining turned to Flash and pointed to him with a hoof. “Contact the other camps, quickly! We need to mobilize our troops for a siege.”

Once Cynder was on her feet, Flash gave Shining a salute and hurried over to the projection crystals, while Shining and the others looked on towards the mountain. They didn’t know what was in store for all of them, but they knew one thing for certain.

This was a fight they couldn’t win alone.


(Everhoof Hive, main chamber)

It was a quiet night in the Hive tonight, just as Pharynx liked it. The drones were all happily working, just as they normally were; the few mutated Changelings that wandered around continued to creep everyone out, as usual; and Pharynx sat in his customary corner of the main chamber, brooding over a cup of coffee and keeping a watchful eye over the rest of his drones.

His drones. He had stopped correcting his inner self days ago, after the urge to refer to them as such had become too strong for him to ignore anymore. He still managed to call them Chrysalis’s drones when he spoke, if only by the skin of his teeth. He still had no idea what was causing him to harbor such thoughts, but whatever it was, it was getting stronger by the day.

He looked over to the center of the hustle and bustle of the Hive’s main chamber, spying the ever-present Dark Crystal from which all his problems had stemmed. Malefor had taken to always being present in the Queen’s new throne room, and the eerie purple glow he cast over the cavern never ceased to unnerve Pharynx. The crystalline demon had even recently stopped using his claw constructs as his means of transportation, instead now preferring to hitch a ride on Chrysalis’s back.

That thought alone disgusted Pharynx to no end, and he shivered as the mental image entered in his mind unbidden. There was little doubt in his mind now that the demon and the Queen held a strong connection of sorts, although he wasn’t entirely sure how deep it went, or if he even wanted to know. Some things were simply never meant to be considered.

At the moment, Malefor and Chrysalis were discussing something quietly together, no doubt planning some scheme to help her get revenge on the Ponies, when all of a sudden every crystallized Changeling froze in whatever position they were in, eyes wide and darting from left to right in abject terror. Malefor’s crystal lost its purple glow momentarily, and before Chrysalis could ask what was wrong, every Changeling in the cavern, mutated or not, was flung to the floor as a booming roar of pain entered their minds.

Pharynx convulsed on the ground, clutching his head as he begged the Queen over the Hivemind to make Malefor stop, but his pleas went unheard or unheeded. Chrysalis herself had been brought to her knees, shaking and trembling as the mental screaming from Malefor permeated throughout the entire Hivemind.

And then, as suddenly as it had started, it stopped. Several Changelings passed out from the mental stress that had been put on them, while the rest struggled to get back up in their hooves. Chrysalis reached out and grabbed hold of Malefor’s pedestal, using it to pull herself back up as she glared at him.

“What in Tartarus was that?!” she roared, sounding truly angry for the first time towards her newfound ally. “Were you trying to kill--”

They’ve found me, Malefor blurted out, a mixture of anger, genuine fear, and hatred in his voice.

Chrysalis closed her mouth and raised an angry eyebrow. “What?”

Spyro and Cynder, my most hated enemies. I don’t know how, but they’re on this world. They must’ve arrived right after me. They have sensed my presence, and I have sensed them in turn. They are close, so very close...on the slopes of Mount Everhoof, with the Ponies.

Despite his pain, Pharynx stood up and approached the pedestal in slow, steady steps. “Do they know where you are?”

Worse, much worse, Malefor replied. They discovered my entire network of Dark Crystals, including the ones your new drones are imbued with, Queen Chrysalis.

Chrysalis visibly blanched, and her jaw dropped. “A-All of them?” she asked.

Indeed, my lady. We have grown too strong and too lax; the Hive is now at risk.

“What?!” Pharynx exclaimed.

“Then we must accelerate our plans,” Chrysalis declared, recovering quickly. Straightening herself, she pivoted a hoof towards Pharynx. “General, we need a distraction. Cloudsdale must fall tonight if we are to attack the Crystal Empire, or the Pegasi reinforcements will outflank us. Launch the attack now.”

“Launch the attack?” Pharynx echoed. “With what army, my Queen? Even with the new drones you and Malefor created, we do not have an army strong enough to attack both Cloudsdale and the Crystal Empire at the same time. A few hundred drones at most!”

“Try a few thousand,” Chrysalis replied with a smug smirk.

Pharynx went quiet. “T-Thousand?”

Fifty thousand, give or take, Malefor supplied. All ready for battle, and all willing to die for their Queen and Hive.

“Fifty thousand!” Pharynx thundered. “Where and how did we get so many and so quickly?”

“That part was your doing, my dear general,” Chrysalis replied. “You didn’t think that Dark Crystal shard we gave you to plant in the adjacent peak was just for show, did you? It was another experiment, to see if we could replicate the portal below us. It worked perfectly, and we were able to craft several more just like it. Each portal has been pumping out soldiers nonstop for over a week, and each soldier spreads the Dark Crystals deeper and further into the Frozen North, repeating the cycle tenfold.”

Pharynx blinked as he did the math in his head, allowing his jaw to drop slowly as the weight of her words dawned on him. His ears drooped and he looked up at his Queen, betrayal in his eyes. “Why was I not told of these armies? Why didn’t you tell anyone about this? If we had this strength before, why didn’t we use it to retake the Badlands Hive and win back our lost brothers and sisters?”

By now every natural-born Equine drone was listening in on the conversation between the three leaders of their Hive, and they all looked to their Queen for answers to Pharynx’s questions. Chrysalis gave them all a beguiling smile and answered, “You all would have been told when the time was right. Malefor and I had decided to keep it from you until we had an unstoppable force at our disposal. Fifty thousand is impressive, but not the size we were hoping for.”

“So you would’ve kept us here in the ice and snow,” Pharynx growled. “Living off of a mere pittance of love that Malefor could provide, while you use the rest of it to create more mutants? Since when does a crystal command a Queen? Since when do we follow the suggestions and advice of demons in place of reason and justice?”

Chrysalis’s eyes narrowed dangerously at him, and her fangs began to show as she snarled. “Tread carefully, general. You’re sounding very close to questioning my decisions. Does the Queen not know what’s best for her Hive? Is she not the wisest, the fairest, the strongest, and the ruler of all?” Her horn lit up, and Pharynx suddenly felt his legs rooted to the ground by magic and Changeling goo. The rest of the drones backed away as Chrysalis advanced upon him, open disdain in her eyes. “AM I NOT THE QUEEN?!” she roared inches from his face. “You will cease and desist, and order the attack on Cloudsdale to begin. Obey.”

Pharynx struggled against his bindings, but he couldn’t budge. He was trapped in the stare of his Queen. “An invasion at this time would only make things worse,” he attempted to explain.

“Obey,” Chrysalis repeated.

“It would only anger them!” Pharynx continued, averting his gaze from her as the goo bindings climbed up his legs and covered his chest. “Canterlot would counter attack before we would be able to--”

“OBEY.”

He could now feel her presence in his mind, applying pressure and inflicting more pain than he had ever endured before. It was unbearable, and yet he continued to push back. His instincts as a drone demanded that he stop, but they were lies and falsehoods. He had to stop this madness, this insanity. If not him, then who? If not now, then when? “You would bring Equestria’s wrath down on us all!” Pharynx cried out, gasping from the pain as the bindings enclosed around his wings and as Chrysalis increased the mental pressure even further. “Them and all their allies!”

OBEY!!!

“No!” Pharynx snapped back at her, breaking past his instincts and locking gazes with her at last. He pushed back against her invasive presence in his mind, locking her out completely and cutting himself off from the Hivemind. Everything suddenly became quiet and still, as the voices he had once welcomed into his mind were finally gone, leaving him with nothing. And yet he had never felt more in control in his entire life.

Chrysalis, for her part, winced and took a step back, giving Pharynx a startled look. “You...you...!” she stammered, so enraged that she was at a loss for words.

Pharynx trembled within his solidified bindings, and his breaths were slow. He didn’t know how he was able to do what he just did, but he didn’t care. All that mattered now was the truth. “You’ve lost sight of everything that you once upheld, Chrysalis,” he whispered, each of words echoing throughout the cavern. “This isn’t about the Badlands Hive anymore, is it? It never was. You never cared about reclaiming it or any of our families, all you cared about was destroying the Ponies because they made a fool of you twice.”

He turned his face towards Malefor’s crystal and spat on the floor. “And then you found him. What did he promise you, Chrysalis? Equestria? The world? The universe itself? You’ll never have any of it. Malefor has poisoned your mind and fed you lies. I saw a vision when I looked into that Dark Crystal, Chrysalis. It was not one of our race dying, but of Malefor annihilating everything for his own desires. How can we live off of love if we kill our only source of it? How can we save our race if we burn the world? No, I can’t do this. I can’t go on pretending that the Ponies are the cause of all of our troubles when it has always been you and your ego. I will not allow you to throw my drones’ lives away like cannon fodder for some hair-brained plan of world domination.”

“Your drones?” Chrysalis echoed with a venomous hiss. She let out a throaty chuckle, then that chuckle turned into a snicker, and then she threw her head back in full-blown laughter, cackling like a mad-mare. “Your drones?!” she shrieked. “So, that’s how it is, eh? Little Pharynx finally realizing who and what he is? Oh, this is rich. Two of them, and blood brothers, no less! I must be losing my touch.”

Oh, this ought to be entertaining, Malefor chuckled. Someone please pass me some popcorn.

Before anyone could react, Chrysalis’s horn flashed and an Equine drone was pulled towards her at random from the crowd with a pained cry. She lifted up a hoof as the drone got within range and slammed it down on his chest, holding him in place on the floor. A cracking sound could be heard, and the drone shrieked, flailing his arms and staring up at his Queen in fear.

Smirking, Chrysalis held up her other forehoof, letting a green fire envelop it. In an instant, the hoof transformed into a long, wickedly-curved mythril blade, which she then held to the drone’s throat. The drone froze and stared down at the blade, not daring to breathe out of fear for his life.

Pharynx’s struggles grew more desperate as he lit up his horn, attempting to shatter the bonds that held him, only for Chrysalis to turn back to him and charge her horn again, dispelling his own magic. “You have a choice to make now, Pharynx,” she declared, never losing her sadistic smile. “Launch the attack on Cloudsdale and the Crystal Empire immediately, or I start killing one of your drones for every minute you hesitate, starting now. Guards!”

Every mutated Changeling in the room sprang into action, blocking the entrances and holding up their scythes at the Equine drones, snarling and hissing aggressively as the Equines backed off. Sproink fearfully looked to Pharynx from the crowd and called out to him, “General, they’re surrounding us!”

“And more are emerging from the tunnels,” another Equine noted with a hiss. “We’ll be overwhelmed.”

“Make your choice, Pharynx!” Chrysalis spat. “Will you let another Changeling die, or will you lead the Everhoof Hive into glorious victory against the Ponies? You have thirty seconds.” She raised her blade.

“Madness!” Pharynx screamed, pulling and pushing against his bonds. “You’re insane!”

“Tick-tock, tick-tock, twenty seconds left.”

“Pharynx...” the drone beneath her whimpered, looking over at the general with a pleading gaze. “Please...”

“Ten seconds!” Chrysalis cackled, already getting ready to swing.

“Fine!” Pharynx bellowed. “I’ll do it! I’ll order the attack, just don’t kill him.”

Chrysalis lowered her blade and angled her head towards him, giving him an almost sickly-sweet look. “Do I have your word that you’ll follow my orders?”

Pharynx looked down and said nothing.

“Answer me!”

“Yes...” he murmured.

“Oh, now that’s just weak. Speak up!!”

“Yes,” he repeated in a louder voice.

Chrysalis lifted her left hoof off the drone, and two others jumped forward, dragging him to safety as Chrysalis reformed her right hoof. “Excellent,” she said with a devious grin. “Now, I believe you have one final duty to perform, general. Order the attack on Cloudsdale and then the Crystal Empire.”

“Why?” Pharynx whispered. “You can order the attack yourself. Why insist that I do it?”

“You mean besides threatening the other Equines if you don’t comply?” Chrysalis chuckled. “It’s because I know who and what you are, Pharynx. Oh, you tried to hide it, but I’ve seen the signs before.” She leaned forward and whispered in his ear, “You have royal blood in your veins. You have become a rival, and I won’t make the same mistake like I did with your brother. This time, the usurper suffers, and what better way for you to suffer than for you to start the very war you wish to avoid?”

Pharynx sent her a glare that would’ve melted stone, not saying a word in defiance to her.

“You were right about one thing though, Pharynx,” Chrysalis continued softly. “This never was about the Badlands Hive. Those traitors will burn soon enough, them and their King.” She turned and spat on the floor. “And if you ever once thought that I cared, then you are a bigger failure of a Changeling than Thorax ever was. It is the way of the world to be strong, for only the strongest survive while the weak become food. At least your brother fought back, while you sat there and accepted what happened like a good little soldier, every time. You...are pathetic. Inconsequential.

I believe he understands, my lady, Malefor remarked. And I must say, that was quite the performance.

She pulled her head back. “I think you’re right. Now then general, how should we proceed? The slipstream canals are ready, and the army is standing by. You need only to speak, and they will go forth and win your war.”

Pharynx’s jaw tightened and his breaths quickened as he stared past her. Beyond the Queen lay the rest of the drones --- his drones --- standing fearfully off to the side and watching their lives fall apart all around them. All six hundred and twelve of them. He didn’t know many of their names, but from that point on he made a promise to himself that if they survived this, he was going to find out.

Starting with the one drone who Chrysalis threatened to kill. The drone, barely out of nymph age now that Pharynx saw him, was resting in the hooves of his friends, his breathing labored and heavy as one of the medical drones tended to him.

Never again would Pharynx see that pain in a drone’s eyes. Never again would they suffer, not while he lived.

His glare moved past the natural drones and fell upon the mutants as they stood guard at the tunnels, mania and fire in their eyes as they waited for their Queen’s command to fall upon their weaker brethren and slaughter them. They could burn in Tartarus for all he cared. They were spawned from an abyss and created by a monster --- two monsters.

But there was only one way out of this; only one way for them to live another day. It was cruel, it was heartless, and now that he had seen the true face of his former Queen, it was also wrong. And yet, he had no choice. Chrysalis held the lives of all his drones in her hoof, and she wouldn’t hesitate. Someone would die tonight, and she didn’t care who.

He hung his head in defeat. Thorax was right; he had always been right. There was a better way to live, and Pharynx had thrown it away in favor of the old ways. Now a price had to be paid for his decisions.

“I’m sorry,” he whispered, so low that even Chrysalis and Malefor couldn’t hear. “Forgive me, brother...” He lifted up his head and met Chrysalis’s gaze. “Send one hundred sappers through the canals first. Have them infiltrate Cloudsdale to take down the defenses. Then, once the attack has begun, send seven thousand soldiers after them.”

“Seven thousand soldiers?” Chrysalis echoed. “Will that be enough against Cloudsdale?”

“Enough to cause damage,” Pharynx admitted. It was a half-truth, one that he hoped the Queen would buy. Seven thousand was certainly enough to get Equestria’s attention, but not enough to shatter the Pegasi defenses completely, he hoped.

Thankfully, Chrysalis seemed to agree with his statement. With a nod, she continued, “And the Crystal Empire?”

“Their shield is still weakened, based on our last scouting reports,” Pharynx said. “And their army is small. A smaller force of four thousand should be more than enough.”

Here Chrysalis scowled. “Now now, general, you’re being foolish. They have an Alicorn on their side, not to mention this ‘Spyro’ and ‘Cynder’ Malefor mentioned. Let’s make that number six thousand, shall we?”

He sighed, nodding his head. “That seems...reasonable...”

“Perfect!” Chrysalis chirped, turning towards Malefor’s crystal. “Would you care to do the honors?”

It would be my utmost pleasure, my lady.

The Dark Crystal flashed bright red for a moment, and a low, reverberating rumble echoed throughout the Hive, moving deep below the earth. There was dead silence for several moments, and then everyone in the Hive’s main chamber heard the sounds of thousands of wings beating in perfect unison. Two separate armies were approaching from opposite ends, answering the call of their Queen and creator.

A smaller group, almost unheard over the buzzing sounds of the legions, suddenly appeared hovering over the Queen. She didn’t say a word, merely pointing to a tunnel to the west, where four pools of green goo lay undisturbed for so long.

Their instructions were clear, and their tight mental bonds cut. Within seconds, the one hundred mutant drones dove into the pools and vanished beneath their surfaces.

The armies of Everhoof had been unleashed.

Malefor’s crystal returned to its purple glow, and, in an almost nonchalant manner, said, It is done, my lady.

“Not quite,” Chrysalis replied, turning to him again. “Lord Malefor, I once again extend my offer to you, this time for your own safety. I have set aside a corner of my mind for you, and if you will inhabit it, I will ensure that no harm will come to you. No more will you be bound to your Dark Crystals. Instead, you will be able to see through eyes and, through me, feel real power within your grasp once again.”

Pharynx’s eyes widened in shock, and his face went pale.

Malefor hummed and let out a throaty chuckle. Such a tempting offer from one so lovely and cunning. How can I refuse? Very well, Queen Chrysalis, I accept. Simply open you mind to mine, and I will enter.

Chrysalis closed her eyes and sighed, feeling a sudden warmth wash over her. Malefor’s crystal dimmed until it turned a dull shade of purple, and then Chrysalis’s eyes shot open as she gasped. Her eyes briefly became golden yellow, almost reminding Pharynx of a Dragon before they returned to their normal color. She put a hoof to her chest and watched with fascination as a purple glow emanated from under her carapace near her heart.

The warmth disappeared, replaced by the bitter cold of the cavern, and she shivered in delight. “Now this day is finally perfect,” she whispered to herself.

Indeed, a malevolent voice in her head agreed, unheard by the Hive.


(Cloudsdale, lower levels)

The whistling of wind swept through the streets of Cloudsdale, as Pegasi abandoned the clouds outside for their warm beds and the embrace of their loved ones. A few night walkers still roamed the streets, passing from streetlamp to streetlamp as guards patrolled nearby. Shopkeepers closed their doors, coworkers parted ways with well-wishes, and the lights in the houses were switched off.

The city drifted into the silence of the night, and everypony was happy.

Well, almost everypony.

Tonight, three new faces prowled the streets, armor clanking and spear points glistening, watching every corner of every alleyway with suspicion and at least some semblance of seriousness. Pegasi stared at them and their cloud-walking bracelets as they walked past, guards saluted them, and all of them thought the same thing as the three newcomers passed them by.

“You guys are idiots.”

“That’s old news, dude. Come on, get better material,” Samwise grumbled.

“No, I mean it this time, you two are undoubtedly the stupidest Ponies I have ever worked with,” Plucky continued. “I mean, really...cats? Both of you would rather have cats instead of dogs?”

“What’s--” Prism paused to yawn. “--wrong with cats?”

“Everything!” Plucky exclaimed, drawing the attention of a Pegasus stallion closing his windows. “They’re vicious, demonic monsters bent on world domination. And you two are enabling them!”

“But I love cats,” Samwise whined, peering around an alleyway with a flashlight. “They’re adorable, how they curl up in your lap on the couch after a long day, always there to show you love.”

“That’s how they get you!” Plucky protested, shining his own light into an empty barrel. “They draw you in with their big eyes, fluff, and whiskers, and then when your back is turned, they grow claws the size of mountains and slice you up for not petting them enough. They will happily eat you and your entire family if it meant they can take over the house for themselves.”

“Yeah? Well, dogs are smelly,” Samwise retorted.

“And cute,” Plucky countered.

“And they’re loud.”

“So are cats.”

“And dogs are nowhere near as fluffy.”

“But still cute.”

“...Yeah, okay, dogs are cute, but cats are still better!” Samwise declared, turning to Prism. “Prism, back me up...here?” He flipped his spear around and whacked Prism on the head, waking her up. “Prism, please, remember why we’re here. You can sleep when the time is right.”

“It’s night!” Prism whisper-shouted, rubbing her eyes and the fresh bump on her head. “If now’s not the time to sleep, then WHEN?!

“When we’ve found what we’re looking for,” Plucky replied nonchalantly, looking back at her and shining the light in her face to wake her up some more.

Prism averted her eyes and hissed like the cats she defended. “Gah...and what’s that, exactly? Refresh my memory, why did Captain Silver Moon send us to this Goddess-forsaken place?”

“First of all Prism, Cloudsdale is a great city, I’ve got family here,” Samwise answered with a huff. “And second, we’re here to search for Changelings, although I have no idea how we’re even supposed to do that, it’s not like we’ve got any Unicorns here for a scanning spell.”

“Great, so we’re useless, what else is new?” Prism mumbled, already struggling to keep her eyes open.

“I’m sure well figure something out,” Plucky said, pausing briefly to salute a guard lieutenant coming down the road. “Evening, sir.”

“Evening, corporal,” the officer replied, smiling at each of them before leaving.

Samwise watched him go and then turned to Plucky, pointing at the officer with a hoof. “See what I mean? Cloudsdale’s great, we actually get some respect here.”

“Dude, he’s an officer, he’s practically obligated to smile and salute when we do the same,” Plucky groused. “It’s not respect, it’s appeasement of the regs.”

“You’re just jealous that he smiled longer at me than he did at you,” Samwise jeered.

“So his barn doors swing outward rather than in and he has a type, why should I care? I’m indifferent, not jealous.”

“And I’m tired, can we get a move on please?” Prism asked.

“Oh, stop your whining,” Plucky retorted. “We’ve got like twenty more streets to check for this level before we move onto the...next...” His voice trailed off as the three of them found themselves standing at the entrance of an observation platform on the outskirts of the city. There were no houses or shops blocking the view here; there was only open skies and a view that stretched out for miles towards the twilit horizon. Mountains and forests rose up from the plains and hills, and the moonlight reflected off the lakes and rivers below the city, making the landscape sparkle in the darkness.

And far to the south, though they couldn’t see it, lay Canterlot.

Samwise tilted his head to the right and let out a low whistle. “Now that’s a nice view,” he said.

“No kidding,” Plucky agreed, lightly punching Prism in the shoulder to wake her up and pointing over the edge of the platform. For once, she didn’t object.

For a few moments, the three of them stood on the platform, taking it all in. Ever since they had joined the military, none of them had ever felt like they knew what they were fighting for. And yet, here and now, on the edges of Cloudsdale, they suddenly had an inkling of what it was.

Plucky took a deep breath and sighed, nodding. “You’re right Sam, Cloudsdale’s great.”

“Told you.”

“Yeah...come on, let’s keep going,” Plucky said. As the three of them turned to leave, however, a small glimmer from far below the city caught his attention again. It wasn’t the glimmer itself, since the stars and moon made reflections in the water, but rather it was its color that gave him pause.

Stars weren’t green, nor did they reflect from trees.

He stared at it for several seconds, blinking mutely. Prism and Samwise glanced at each other before Samwise tapped Plucky on the shoulder. “Hey, dude, you good?”

“Hm?” Plucky glanced over his shoulder at him. “Oh sorry, I was just...look, do you see that?” He pointed at the glimmer of green in the forest below. “Does that look odd to you?”

Samwise peered over the railing and narrowed his eyes. “It’s just a timberwolf, Pluck. They’re common in this area, and their eyes glow, remember?”

Plucky didn’t look so sure, and he made a face. “I hope you’re right. I don’t like the look of that glow.”

“Five bits says that you’re being paranoid,” Samwise said with a competitive grin, leaving the railing behind and rejoining a sleeping Prism on the streets.

Plucky glanced once more over the railing, noticing that the glimmer was gone. He stared at the forest for a few more seconds before joining his team, once more continuing the search for Changelings.

Still, he wondered. That must have been a very big timberwolf.


No mistakes, no slowing down, and no witnesses --- those were the thoughts of the hundred shadowy silhouettes gliding through the air, slipping under the Pegasus city without a sound. They latched onto the undersides of the cloudy foundations, carefully creeping across its surface until they found the ones their spies had mapped out days before.

Then, as one unit, the hundred crystallized drones slipped into the clouds, hiding under the streets that the Pegasi guards patrolled.

The Changelings worked quickly, moving through the clouds like ants in a maze and planting themselves in strategic locations throughout the city. Once all of them were ready, they signalled to their leader, who responded with only one word.

Strike.

And strike they did, swinging their scythes up from the clouds as their targets walked above them, blissfully unaware of the horrors that lay below.

To the Pegasi, it was as if their world was suddenly engulfed in black and their only thoughts were of pain and panic before they thought no more. Black scythes shot up from the cloudy streets, slicing into their victims and pulling them downwards without a sound, guards and civilians alike. From there, they were silenced forever and then disposed of, their lifeless bodies thrown out of the cloud and onto the green plains below without anyone suspecting that anything was amiss.

For several minutes the Changelings continued, pulling Pegasi under and ensuring that there would be no witnesses to their fell deeds on this night. Then, as the Pegasi on the streets began to dwindle in number, several Changelings from across the city climbed out of the clouds they were hiding in and slipped into shadowy alleyways, climbing up guard towers and walls like spiders without being seen.

With quick, rapid stabs in the chest and sides, the guards in the towers and walls were slain and replaced with disguised drones, taking up their positions and reporting down the line that all was clear, that the city was safe.

But it was all a lie. Once the Pegasi realized what was happening, they would seek to warn those who slept. But the alarm bells would never ring on this night, and Canterlot would be too late to respond to its sister city.

Tonight, the City of the Skies would fall.


“So, Rarity or Fluttershy?”

“Rarity.”

“Wow, she didn’t even hesitate,” Samwise remarked with a snicker.

“Why should I? She’s only the hottest mare in the universe, and she’s single,” Prism replied. “Besides, Fluttershy’s--” She let out a large, long yawn. “---Fluttershy’s got that chaos guy at her beck and call. I can’t compete with that even if I tried.”

“Fair enough,” Plucky admitted with a shrug. “Alright, how about...Carrot Top or Amethyst--”

Samwise, who was taking point, suddenly stopped and held up a hoof, and all three of them quieted down. Plucky took a few cautious steps forward and whispered, “What is it?”

“Street’s quiet,” Samwise whispered back, pointing ahead. “Too quiet. No guards, no civvies, nothing.”

“It is nighttime,” Plucky reminded him. “They’re probably asleep.”

Samwise shook his head. “No, this is different. This is Cloudsdale, one of the biggest Pegasi cities in Equestria. There’s always at least a couple dozen patrols roaming the streets at night, and there was before, but now...” His voice trailed off, and he kept staring ahead.

Plucky frowned. “When was the last time you saw a patrol?”

“Twenty minutes ago. We should’ve seen another one by now.”

Plucky’s frown deepened, and his mind raced at the possibilities. Hoping she hadn’t fallen asleep, he signalled behind him for Prism to move up and get to cover. Luckily for him, for once, Prism actually looked alert, and she slowly made her way past them and crossed the street, hiding behind a barrel and peering around it to get another angle. She then looked back at them and shook her head.

Something was definitely wrong.

“I’m moving up,” Plucky whispered, patting Samwise on the shoulder. “Once I’m at cover, then you go, and then Prism.”

“Got it.”

Plucky reached to his left side and put a hoof on the hilt of his sword, stepping quietly and carefully over the street as he made his way to a raised flowerbed on the sidewalk.

Sudden movement caught his eye and he whirled around, seeing a Pegasus mare walking in alley, carrying a basket of carrots in her mouth. She stopped and their eyes met. Plucky nodded to her, and was about to walk back to Samwise and Prism when he suddenly blinked in surprise. He had only looked away for a second, but in that second, the mare had vanished into thin air. The basket of carrots lay spilled on the clouds, the carrots already beginning to sink through.

He frowned in suspicion and gripped his sword tighter. The mare hadn’t run off, there was no time for that. He didn’t hear or see any spell being cast, nor had there been any sound. She was just gone.

He suddenly stopped and his ears and right eye twitched. He had heard something move, and it wasn’t him. A cold shiver went down his spine, and he glanced this way and that, wondering where it had come from. He looked behind him at Samwise and Prism, both of whom stared back at him with odd expressions of bewilderment on their faces.

Plucky looked down at the clouds and lifted up a hoof, freezing again as the sound he had heard before reached his ears once more: some kind of odd, soft clicking, and not coming from his armor. This was something else entirely.

He moved his raised hoof forward and brought it down, taking an experimental step forward while looking down at the cloud the entire time. His hoof touched the soft cloud and his breath hitched as he waited.

Nothing happened, and the sound hadn’t returned.

He exhaled in relief, almost laughing at himself for panicking over nothing, when something rapidly approaching from the right flashed across his peripheral vision. With speed that impressed himself, he slid his blade out of its sheath and swung it towards his right, taking a defensive stance just as his blade connected with a sharp, black scythe. A loud clang sounded, followed by an angered hiss from below him as a monstrous face appeared at his hooves, glaring up at him with yellow and red eyes.

Plucky sneered and slammed an armored hoof down on the thing’s face, causing it to screech and flail before disappearing back into the cloud, pulling its scythe back as it did.

Plucky reared on his hind legs and yelled, “HOSTILES!”

Prism and Samwise sprung into action, taking defensive postures just as several more scythes swept up from the clouds, missing them both by inches. Prism stabbed into the cloud in front of her with a spear and the resulting shriek was more than enough to confirm what she feared. “They’re Changelings!” she grunted.

Samwise, upon hearing this, sucked in a breath and let out a yell at the top of his lungs, before following it up with a message for the whole city to hear: “Changeling attack!! They’re under the clouds, repeat, they are under the clouds! Wake up Cloudsdale, you’re being invaded! DEFEND YOURSELVES!!” He continued yelling his warnings even as his voice grew hoarse and as more scythes swiped at him from below, which he blocked with both spear and sword.

Hissing and snarling in rage, over a dozen Changelings suddenly burst out of the clouds, spraying mist into each of the Triplets and blinding them momentarily. Each Earth Pony then held up their weapons as the Changelings swung their scythes down at them, and as their eyes adjusted they saw red and yellow orbs staring back at them from the darkness.

Windows opened and lights flicked on in houses as Pegasi responded to Samwise’s yell, and families peered out of their homes in wide-eyed curiosity as to what was causing all the ruckus. Then their eyes fell upon the dark figures running through the streets and fighting the three Dusk Watchers, indiscriminately killing any unfortunate Pegasi that happened to enter the scene, unaware of what was going on.

One by one, the windows closed again, but this time the lights stayed on and the screams began. Soon the entire city was lit up as its citizens awoke to the panicked cries of their neighbors. On-duty guards, hearing the shouts of alarm, flew over the streets with small spotlights strapped to their helmets and curved blades on their wings, scanning the city for intruders.

Their search bore fruit immediately, as the Changelings hidden in the clouds abandoned their positions and arose from the streets like a swarm of locusts. They screeched war cries and engaged the guards in the air, slicing at their throats and wings and sending the astonished Pegasi plummeting out of the sky.

In the span of five minutes, the city had gone from peaceful rest to unparalleled chaos, and all wondered what they had done to deserve such a fate.


At the edge of the city, two Changelings lay hidden against a wall, safe from the carnage in the streets and in the air. Unlike the other drones in the city, these two had been in Cloudsdale for well over a week, preparing for this very moment. They hadn’t been expecting the invasion to happen this soon, but their Queen knew what she was doing, and they dared not question her orders.

And now that their time had finally come, they could fulfill their purpose. It had taken many days, and several close calls with the local Pegasi, but they had successfully managed to set up hidden spell jamming runes throughout the city. The Pegasi may not have had the same spells that Unicorns or Alicorns possessed, but their barracks and libraries contained many scrolls and Dragonfyre candles. The runes ensured that no messages would be sent, and that no aid would come until it was too late.

All they needed now was to be activated.

The two drones took a moment to savor the sound and the sight of Cloudsdale in a panic, and then they both pointed their horns up. The female fired a beam of light into the night sky, bathing the city in a sickly, pale green hue, while the male continued to charge his horn.

The first was the activation spell for the runes, and the second would be the signal for the rest of the army to advance.

The first flare was seen by several armored Changeling commanders in the forests below, and they hissed commands over the Hivemind to their soldiers behind them, rallying them together to prepare for the attack. Exactly ten seconds later, the second beam of light shot up, bigger and brighter than the first, and the commanders let out a screech in perfect unison, ordering the attack to begin.

The forest soon came alive with the sounds of buzzing and loud chittering, as thousands of crystallized drones shot up into the sky, scythes outstretched, tusks glistening in the moonlight, and eyes lit with a bloodthirsty glint. They cared not for love, unlike their weaker brethren, the Equines. Only blood could satisfy their hunger and satiate their darkest desires.

This was their moment of glory: the night where they lived, breathed, and died for their Queen and their Hive, and they welcomed the cold embrace of their fate. They feared neither death nor pain, for their lives were worthless, and their enemies numerous and weak.

Like a tide of shadow and doom, the swarm swept across the plains and hills and climbed through the air, heedless of any obstacles or defiance.


Cloudsdale wasn’t just the pride and joy of the Pegasi, nor merely a factory for producing weather. It was also the last of the “Old Cities”, cities that were built before the Unification Era. Back then, cities weren’t just places for Ponies to congregate; they were also a place of refuge, a place that could hold back an entire fleet of Griffons, a flight of Dragons, or a herd of Windigoes if push came to shove. Sometimes all three at the same time.

Once the Unification happened, however, the Griffons and Dragons pulled back to their own lands for the Frontier Colonies to deal with, and the Windigoes vanished forever, so the need for such a strong military presence was considered impractical and a waste of resources.

Not so for the Pegasi.

All the other Old Cities had fallen away or were lost to time, but not Cloudsdale. The Pegasi were simply too stubborn, too prideful, and too honorable to let their greatest achievement fall to the wayside to be forgotten in the annals of history. As such, to say that the Pegasi were protective of their home was to say that the sun was bright.

To that end, even thousands of years later, Cloudsdale still served as one of Equestria’s largest military strongholds, although most Ponies didn’t think much of it. Only Manehattan could match it in sheer strength, and only Canterlot had better defenses. Nevertheless, the Pegasi had learned long ago how to defend their city, and although the Changelings’ initial infiltration had scattered the defenders and confused them for a moment, it was for only that --- a moment.

And that moment had passed.

The Pegasi didn’t need alarm bells or Dragonfyre candles to know that something was amiss, and the moment the first clashes began in the streets and in the air, the officers and commanders in the barracks sprung into action. Soldiers streamed out of the guardhouses, towers, and forts, sweeping through the streets with the intent to drive out any Changeling left standing.

While the light infantry and wind-shapers led the crusade against the infiltrators, the much larger force of archers, spear Ponies, and heavy infantry took their positions along the edges of all eight levels of Cloudsdale, staring down the swarm of Changelings as they flew at blinding speeds toward the city. Armored commanders barked out orders and rallied their troops on the battlements, knowing that every word they said counted and everypony’s lives now depended on the decisions they made tonight.

Teams of guards manned massive ballistae along the edges of the city in drum towers, pointed tips of long steel bolts glistening from their front ends. Burly Pegasi stallions pulled back torsion levers and angled the ballistae at the orders of their officers, waiting for the command to fire.

All the while, the Changelings grew closer...closer...closer...

And once they were close enough, the general of Cloudsdale, with a mane as fiery as the glare in her eyes and wearing the padded, grey combat uniform of a Wonderbolt, swung her hoof down and roared, “FIRE!”

Several Pegasi down the line turned from the general and waved blue flags down once and to the left, and the artillery officers responded by thrusting their hooves forward in the direction of the Changelings. “Ballistae, release!” they yelled.

As one, every team pulled the release levers on their ballistae, firing long, finely-sharpened steel bolts at blinding speeds through the air. Before the bolt had even left the weapon, another bolt moved up from below and was loaded into the trough. It was then pulled back and launched, and was then replaced by a third, and on it went. Stallions rolled large bundles of bolts into place under each ballistae, providing further ammunition for continuous firing.

The bolts sang and whistled through the air as they cut through the Changeling swarm, spearing several at a time and sending them plummeting into the fields below. In response, the Changelings broke formation, scattering to avoid the wave of death approaching them. As they did, the teams of guards on the drum towers turned their ballistae to follow the smaller groups, continuing to inflict tremendous casualties in the steadily-advancing Changeling swarm.

The Pegasi soldiers cheered on the battlements, raising their spears and praising the accuracy of the ballista teams. Their celebration was short-lived, however, as the Changelings didn’t seem the least bit bothered by their losses. In fact, seeing so many of their kind dying only made them laugh and screech, as if the whole thing was a joke to them. Without stopping, neither for bolt nor arrow, they flew straight forward as fast as lightning, eyes filled with manic glee and malice.

“Ballistae, halt! Archers, hold!” the general bellowed, pointing ahead. “Fix hoof-blades!”

With well-practiced and quick movements, the heavy infantry on the battlements spread out their wings and reared up in their hind legs, grasping curved blades at either side of their armored barrels and yanking them free. Then, folding their wings close to them and using the feathers to hold the blades, they strapped each blade to the underside of their forehooves. They then leaned forward and planted their forehooves against the parapets along the battlements, bracing to leap over upon the general’s command.

The general by this time had strapped her own hoof-blades to her forehooves, and had lowered the visor on her helmet. Thrusting both hooves forward, she shouted, “Second and third infantry ranks, hold fast; front infantry rank, charge in V-formation! Let’s show these bugs the pride and spirit of the Pegasi! For Cloudsdale!

“For Cloudsdale! For Equestria!” her soldiers responded as one, vaulting over the parapets and using the momentum to propel them at great speeds through the air towards the oncoming army of Changelings.

For a moment, the world below was silent, as Pony civilians who fled from the carnage looked up and beheld their defenders coming to their rescue. They watched in awe as the army of Cloudsdale flew in a giant V-formation, and their hearts swelled and thrummed in unison with the wing beats of their brothers, sisters, sons, and daughters who now flew into the jaws of shadow and death.

Then both armies met, and the world thundered with the clash of adamantine and steel against chitin and magic. Changelings and Pegasi alike latched onto each other and grappled in the air, slicing, punching, and stabbing until one or the other was no more, before moving onto the next opponent. Ponies screamed as the curved tips of scythes shredded through their armor, Changelings hissed as they were pushed back by endless waves of hoof-blades and spears, and all of them soon realized that the battle was not going to be as easy as they had first assumed.

But for as much as the Pegasi army fought, they couldn’t stop every Changeling from getting through. Whether it was by disguise or by luck, many drones managed to slip past the defenders and continue on their charge to the city, where the second line of Ponies lay in wait for them with spears and crossbows.

For the second time that day the two armies clashed, only this time it was much closer to home.


As the forces of Cloudsdale and the Changelings fought in the air, down in the city streets another battle still raged. Despite being few in number, the infiltrator drones fought with unmatched ferocity, and despite the Pegasi’s best efforts, the drones were soon able to regroup and dig in at Clearview Park, located on the city’s residential third level.

Not wanting to destroy priceless statues and relics of Pegasi history, the Ponies instead tried to force the Changelings out in the open using precise, controlled amounts of wind magic and lightning bottles provided by the staff at the weather factory. Unfortunately, while this provided the Ponies a means of removing the Changeling presence, it also caused the Changelings to push back twice as hard in berserk fury.

Such was the situation the Triplets found themselves in leading a small group of Pegasi guards against a particularly ravenous group of Changelings that almost looked like they had been infected with an odd strain of rabies. The crystals growing out of their backs and heads were starting to spread across their entire body in veins, and the holes in their legs and wings had expanded. In spite of these changes though, the drones continued to fight, launching themselves into battle with such fervor and eagerness that it shocked the Ponies to their core.

Shocked, but did not dissuade them from their path.

Plucky ducked behind a fountain as a globule of Changeling goo flew over his head and slammed into a wall behind him. In response, one of the Pegasi soldiers stood up on his hind legs and braced his crossbow’s stock against his shoulder, firing a bolt into the line of Changelings before them. The bolt buried itself into a drone’s left shoulder and sent it tumbling onto its back. It managed to recover and roll away just before a second bolt darted through the cloud where its head used to be.

Plucky shrugged at the close call and tossed another bundle of bolts to the Pegasus, smirking at Samwise across the road from him. “Well, this certainly escalated quickly. Oh, and Sam, you owe me five bits. Plus interest!”

“Interest?!” Samwise exclaimed in outrage, flipping his crossbow around and firing a blind shot over his cover. “What am I, a bank? The bet was five bits, no more.”

“Yeah, but that was before the entire friggin’ Hive showed up and decided that Cloudsdale needed some overnight renovating. Ten bits ought to cover it.”

“Prism, you were there too, back me up here,” Samwise said, nudging the exhausted mare to his left. She responded by kicking him with one of her hind legs and rolling over in her sleep. Samwise rolled his eyes skyward and whacked her on the head with an armored hoof, waking her up.

“Seriously, Prism?” Plucky snarked.

“I’ve been up for nearly twenty-four hours, damn it!” Prism whined.

“And you’ll bucking stay up longer!” Plucky snapped, sounding oddly serious for once. “I’m all for us being idiots when we’re not doing anything, but right now, Cloudsdale needs everypony fighting for it, and that means you. So stand up, pry those eyes open, and act like the soldier I know you are for once in your life! That’s an order!

Prism sighed and gave a mock salute. “Yes, corporal.”

Accepting her response, Plucky nodded and glanced over the edge of the fountain, ducking back as a Changeling sprayed another stream of goo at him. “You can kick my butt later,” he said to her. “But let’s get out of this mess first.”

“What are your orders?” one of the Pegasi guards next to him asked.

Plucky looked over to him and raised an eyebrow. “My orders?”

The guard pointed to the six-pointed star emblazoned on Plucky’s armor. “You’re one of Princess Twilight’s Dusk Watchers, and you’re a corporal. You’re the highest-ranking Pony here right now.”

Plucky blinked. “Huh...so I am. We’re boned.”

“Yeah we are, you suck,” Samwise jeered, before yelping as a black scythe shot up next to him from the clouds below. Prism wasted no time grabbing her spear and stabbing downwards, killing the drone before it could even rise up.

“Well, we better get started then,” Plucky remarked, ignoring him. “Right then, my first order of business is to--”

“Make a hole!” somepony yelled.

Plucky blinked as two blurs garbed in grey and blue shot past him. “...Yup, sounds about right.”

The Triplets and their fellow guards all peered over their covers just in time to see seven of the eight Changelings that they were fighting fall over with stab wounds to their chests, with the last one being held down by a Wonderbolt stallion in combat gear. A second Wonderbolt, a mare, swung a hoof down onto the things head, cracking it in the skull and knocking it unconscious.

“Ya got this, Soarin?” the mare asked through her mask. There was a slight lisp in her voice.

“Yeah, should be easy to carry him back to base, the boys in intelligence would love to have one of these guys intact and alive,” the stallion replied, hefting the drone up and over his shoulder. “Keep pushing through, I’ll meet up with you, Misty Fly, and Silver Lining later.”

The mare saluted. “Will do, captain. Take care up there.”

The stallion gave a nod and was about to take off into the air again when he saw the Triplets and the guards staring at him from down the street. Lifting up his visor with a hoof, he raised an eyebrow at them and turned to the mare. “What’s the Dusk Watch doing here?” he asked her.

The mare shrugged, just as Plucky stepped forward with a hoof on his chest and a charming smile on his lips. “Yes, hello Captain...Soarin, I believe? My name is Corporal Plucky Guess and this is my team. Well, not the Pegasus bunch, but you know what I mean. Anyway, we were sent here by--”

“Save it for Colonel Fleetfoot, corporal,” Soarin replied, glancing down at the Changeling over his shoulder. “I’m glad you’re here, but I’ve got places to be and butts to kick. Report to Fleetfoot, and she’ll take care of you. Good job holding them at bay, soldier.” With that, Soarin hopped into the air and took off like a bolt of lighting towards the city center.

“Thank you, sir!” Plucky called after him, waving.

“Boot licker,” Samwise snarked.

“Shut up, let me have this,” Plucky muttered under his breath, before turning to Fleetfoot and saluting. “Colonel Fleetfoot, right? Big fan of you and your team’s shows, by the way.”

Prism made kissing noises behind him, and both she and Samwise hoofbumped.

Fleetfoot rolled her eyes and lifted up her visor. “Yes, that’s right. Cap...er, General Spitfire sent us to sweep the area of Changelings, seems you guys had the same idea.”

“Uh, yeah, totally,” Plucky replied.

“What are you doing here, anyway?” Fleetfoot asked. “Princess Twilight didn’t say anything to Spitfire about sending some of her guards here.”

“We were actually sent by Captain Silver Moon,” Plucky explained. “The Field Marshal himself had gotten a tip from an anonymous source that there was Changeling activity near Cloudsdale, and we were sent to investigate in secret.”

“Fat lot of good that did us,” Prism said with a yawn. “The bugs attacked anyway. What happened, I thought they were good now?”

“They are, or at least they should be. We haven’t heard from King Thorax or Princess Twilight in a while. Although...” The Wonderbolt looked down at the fallen Changelings. “These ones look new. I wonder what old Cheese-Legs has been up to?”

“Heh, gotta remember that one,” Plucky said, smirking in bemusement. “Well, anyway, what do you need us to do, colonel?”

As the rest of the guards gathered closer, Fleetfoot glanced over each one and replied, “While I can appreciate the Dusk Watcher support, you three are better off elsewhere. These Changelings are fighting dirty, and Cloudsdale isn’t a good place for Earth Ponies to fight in, even with those bracelets you’re wearing. But there is something you can do: we’ve set up a fortified triage center and sanctuary for civilians in the Cloudeseum, under the supervision of Commander Surprise. Go there, she can put you three to better use, I’m sure. The rest of you guys, follow me, we’ve got bugs to squash.”

“We’ll do our best, ma’am,” Samwise replied.

“That’ll do,” Fleetfoot said. “Just...be careful, okay? Those are our families you’ll be guarding. If anything happens to them--”

“Nothing will, ma’am,” Plucky assured her. “I promise.”

The Wonderbolt nodded, and then turned to the other guards. “Come on, we’ve got a lot of ground to cover. Good luck, Dusk Watch.”

The Triplets nodded, watching as Fleetfoot and the rest of the guards took off down the street. Once they were alone, Samwise and Prism stared at Plucky with raised eyebrows. “You handled that well,” Samwise noted.

Plucky huffed, already galloping down the street. “I may be a loudmouth, but I’m not entirely inept, you know,” he called over his shoulder.

“Didn’t say you were,” Samwise replied, running in place next to him. “I’ve just never seen you so...focused before.”

“Like I said, when it comes to things like this, I don’t screw around. I’m a soldier, and those are civvies out there, families and friends. I’m going to do my best to protect them, even if I might suck at it.”

Prism, eyes drooping from lack of sleep, nodded as she ran somewhat haphazardly on his other side. “We’re gonna die, aren’t we?”

“Oh yeah,” Plucky answered, grinning frome ar to ear.

“Nice, nice...” Moments later, slight snores could be heard from the running mare, who didn’t even realize she was still running.

Samwise raised an eyebrow. “Should I...?”

Plucky looked over at her, then shook his head and kept running. “Nah, leave her be for once,” he said. “Why waste time and energy waking her yourself?”

“Because she’s gonna run into that wall if I do-ohhhh.

A loud thump was heard a moment later as a Prism-shaped outline was made in a wall of hardened cloud brick, followed by furious screaming, cursing, and two stallions laughing their heads off.


(The Cloudeseum)

It was a fortress.

That was the only way to describe it now. Once an arena designed for flight trials, sports, and duels, the Cloudeseum now boasted the strongest defenses Cloudsdale had ever seen in its lifetime. Once General Spitfire had been made aware of the Changeling threat, evacuations started, and the army’s work began. Cannons and ballistae had been constructed along the walls and pillars, entire battalions of guards patrolled the skies and the grounds, spears and hoof-blades at the ready. There were even a few airships that were scrambled and commandeered for military use to keep any potential Changeling raiders at bay.

Even the Griffons would call it excessive, but there was one thing that was understood among Pegasi: no enemy, no matter how strong, would touch a single tuft of fur on their families or their young. And so the Cloudeseum stood as a testament to that solemn vow, even as civilians and medical personnel streamed into the massive arena in droves. The fortress would stand, and all those inside it would live.

But even though the Cloudeseum could withstand the siege, the rest of the city didn’t have the same good fortune. There were simply too many Changelings for Cloudsdale’s army to keep track of. Even if they could defeat the bulk of the enemy force, a sizable group of drones could still easily slip past and infiltrate the city once again, bringing the fight closer to the civilian population.

That left Commander Surprise, the Wonderbolt medic and coordination officer tasked defending the Cloudeseum, with only one option, although she didn’t like it.

“Please work, please work, please work...” she muttered in a somewhat high-pitched voice, rolling up a scroll in her hooves, stamping it with the Wonderbolt seal, and then placing it in a green flame atop a small purple candle. As expected, the scroll burnt up into green and grey ashes in a split second, and then they floated away. Surprise held her breath and squeezed her eyes shut, as if hoping that the result she had already seen twice before would be different. After all, third time was the charm, right?

There was a poof of magic, and the same scroll reappeared over the candle, falling down to the desk in front of her and rolling to a stop at her hooves. Surprise let out a long sigh and slammed her head against the desk, then did it again for good measure. It was no use: the Dragonfyre candle simply wasn’t working.

“Ponyfeathers, horseapples, confustication, bebotheration, and mayonnaise!” she cursed under her breath. “Once, just once can a girl get a normal day in this job?”

A rapid knock sounded on her door, and she raised her head, brushing her curly mane back to look presentable. “Enter!” she called.

The door opened, and two extremely young Wonderbolt cadets wandered inside, looking lost, confused, and completely out of their element. It was enough to almost break Surprise’s heart, but there was no other way. Without the Dragonfyre message, there was only one way to get a message to Canterlot, and these two cadets were the fastest team the Wonderbolt Academy had, especially since all the other Wonderbolts were busy coordinating the defense of Cloudsdale.

The mare and stallion stood at attention, saluting to Surprise as she got up from her chair and approached them. “Good, you’re here,” she said. “Names, please?”

“Cadet Sky Stinger, ma’am!” the stallion replied. He looked nervous, but at least tried to put some confidence behind his words.

“C-Cadet Vapor Trail, m-ma’am,” the smaller mare replied, in a far less certain tone.

Surprise nodded. “I guess you’ve both been made aware of this whole mess, huh?”

“The instructors weren’t very clear ma’am, but they said something about an attack?” Sky Stinger answered, sending a quick glance down to Vapor Trail, who was still shaking like a leaf.

“Oh yeah, it’s an attack alright; by Changelings, no less,” Surprise said.

“Ch-Changelings? Vapor Trail asked. “But...but I thought--?”

“Yeah, well, things may have changed, we don’t know. Right now, you two don’t need to worry yourselves about it, since you won’t be anywhere near the battle if I can help it.”

“Ma’am?” Sky Stinger queried, raising an eyebrow.

Surprise reached over and grabbed the scroll on her desk, holding it up for them to see. “I have a mission for you both. It’s very important that this message reaches Canterlot, and gets put right in the hooves of Princess Luna herself. It may be our only hope to fix this brouhaha quickly with as few friendly casualties and damages to the city as possible.”

“We’ll do it!” Sky Stinger declared immediately, reaching for the scroll.

Surprise leaned back and inexplicably stuffed the scroll into her golden mane, before clicking her tongue. “Nuh-uh, not so fast there, mister. I’m not giving this to either of you until I’m sure you can handle it. This isn’t some Academy test, this is the real deal, and it has risks involved. Minimal risks, but they’re there nonetheless, and lives are depending on you two. If you take this mission, you will not stop, you will not rest, you will not sleep, you won’t speak, you won’t even squeak to anypony else until that message is placed in Princess Luna’s hooves as soon as equinely possible, no matter who or what stands in your way.” She took a step forward and looked at each cadet in turn. “Now, I won’t force either of you to take up this mission, but you’re the best I’ve got right now, and I’ve heard from Spitfire that when you two work together, you’re almost as good as any full-fledged Wonderbolt. If you won’t take it, I’ll find somepony else.”

“There’s no need,” Sky Stinger replied smoothly. “We’ll--”

“We’ll do it,” Vapor Trail said quietly, meeting Surprise’s gaze with a terrified one of her own. “I-I mean, everypony’s counting on us. We can’t just let them down, r-right?”

“Cadet Vapor Trail,” Surprise said, turning to her fully. “Are you scared?”

“Ma’am?”

“Answer the question, please.”

Vapor Trail gulped and glanced towards Sky tinger, who gave her a comforting smile and touched her hoof with his. Sighing, Vapor Trail nodded. “Yes ma’am, I think I am...”

Surprise nodded. “It’s normal to be scared, cadet. None of us wanted this, I sure as heck didn’t, but we’re in this fracas now and we gotta do our jobs. Neither of you should’ve been in a combat situation until you were ready, and it’s alright to not feel alright about it. But I want you to remember something.” She pointed out the office window towards the inside of the Cloudeseum, where a large crowd of Pegasi was steadily growing. “Those Ponies out there are scared too, and they’re counting on all of us to keep ‘em safe. If you two can get that message to Princess Luna, you’ll be saving their lives, and the lives of countless other Pegasi in this city. I’m not asking you to not be afraid, I’m asking you to be brave and to be strong. Are you strong, Cadet Vapor Trail?”

“Yes...”

“Louder.”

“Yes.”

Surprise leaned forward, a sly grin forming on her face. “Sorry, was that a Wonderbolt or a mouse?”

“YES!” Vapor Trail managed to squeak out at last.

Surprise blinked. “Huh, accidental mathematician’s answer, nice one. Alright cadets, you know your mission, and here’s your missive.” She reached back into her mane and pulled out the scroll, handing it to Sky Stinger. “Fly fast, stay focused, follow air traffic regs, but above all else, be safe.”

Both cadets saluted with their wings. “Yes ma’am!” they exclaimed.

“You’re dismissed,” Surprise said. No sooner were the words out of her mouth before the two cadets were out the door and already heading to open air.

As soon as they were gone, Surprise let the mask fall from her face and she collapsed into her chair, rubbing her forehead with a hoof with a tired sigh. Her gaze fell upon a picture frame at the edge of her desk, and she frowned as the smiling pink Pony on it stared back at her with happy eyes.

“How do you do it, cuz?” she murmured, picking up the picture and tracing the edges of Pinkie’s smile. “How can you stay happy no matter how much bad stuff happens around you?”

Her thoughts trailed off as she thought about Pinkie. She had been getting letters from her almost every day since Princess Celestia had arrived to that new Dragon city down south (somehow), and in each one her cousin sounded so awed about everything around her and happy that she was there to see it all. Yet Surprise knew she had already nearly been caught in a situation like the one Surprise now found herself in, and yet despite this, Pinkie remained positive and cheerful, as if it was no big deal.

Surprise wished she still had that innocence. Pinkie and her friends, the other Element Bearers, lived in a world of peace and Harmony, even Rainbow Dash. They knew very little about the world beyond Equestria’s borders. Surprise knew, and it scared her.

“Keep smiling, Pinkie,” she whispered, placing the picture back on her desk.

Another knock sounded from the door, jolting Surprise out of her thoughts and causing her to look up from the picture, blinking at the newcomer that now stood at the doorway. He was garbed in purple armor with the Cutie Mark of a six-pointed star, telling her precisely what he was.

“Dusk Watch?” she asked. “Who, what, where, when, why, and how?”

The stallion saluted. “In that order, ma’am: Corporal Plucky Guess, Colonel Fleetfoot told me and my team to report to you, right here, right now, because we can’t fight in the air, and because we need to wear these things.” He pointed to a bracelet on one of his hooves. “So, here we are.”

A deadpan stare was all he received in reply.

Plucky coughed. “Yes, well, I know it’s a bit sudden, but we were told to get here as soon as possible. Colonel Fleetfoot told us you could put us to work somewhere?”

“She’s been dipping into the hard cider again, hasn’t she?” Surprise muttered. “Look Corporal, I can’t be bothered with this right now. Go find some Changelings to kill, or something.”

“She...didn’t tell you we were heading your way?” Plucky guessed.

“She wouldn’t have been able to,” Surprise replied. “Communications have been down since the attack started. Dragonfyre scrolls, comm crystals, none of them work.”

“Jamming spells?”

“Yeah...a whole web of them, I’d wager. I had to send out a team of cadets to get a message to--” Surprise froze, and she looked Plucky over, inspiration striking her. “Actually, how many Ponies are in your team?”

“Including myself, three,” Plucky replied. “Give or take,” he added with a snicker.

“That’ll do. Any Unicorns?”

He shook his head. “Nope, just us Earth Ponies.”

“Oh, mayonnaise...well, I guess the old ‘Whack-A-Rune’ method will do. I think I do have a job for you guys: I want you and your team to comb the city and look for any spell runes. If you find any, break them by any means possible. Once they’re all broken we can reestablish communications throughout the city and coordinate our defenses better.”

“How will we know once we’ve found a rune?” Plucky asked.

Surprise smirked. “Runes are great for providing wide-scale spell power, but they’re trash when it comes to staying invisible. They have this nasty habit of glowing whenever they start using up their stored spell energy. Do the math.”

“Hmm, yes, carry the four...that checks out,” Plucky joked. “When do you want us to leave?”

“As soon as possible. Dismissed, corporal.”

Plucky saluted once more. “Right-o, commander.” Giving Surprise a smirk that reminded her of when Fleetfoot would get into a pranking mood, he craned his neck back and called out, “Sam, Prism, you can come in now.”

Before Surprise could say anything, two more Earth Ponies in Dusk Watch armor stepped into her office. Or rather, one stepped in while dragging the other behind him. As soon as the two of them were past the threshold of the door, Plucky suddenly pushed the second stallion back out of the room, yelling, “Reverse, reverse, we’re going back!”

“Wha...but, hey!” Samwise cried, stumbling over Prism’s inert, sleeping body and falling onto his back. “What are you talking about, Pluck? We just got here!”

“I know, and now we’re leaving.”

“Then why’d you tell me to drag Prism in here?!” Samwise thundered.

“Because it gives me the chance to do this without having to leave the room first,” Plucky replied with a cheesy grin, reaching down with his mouth and grabbing the still-sleeping Prism by the tail. He then swung up and flung her towards the window in Surprise’s office, which she sailed out of without even waking up. There was a pause, followed by silence.

And then more silence.

Samwise’s jaw dropped. “Dude, did you just casually throw her off of Cloudsdale?”

Plucky hesitated, giving Surprise a confused look. “I...I don’t think so?” he stammered, for once at a loss for words.

“I swear, if I hear a ker-splat in five seconds I’m going to trample you.”

Surprise raised an eyebrow and flew over to the window, poking her head out and looking down. She then waved both stallions over without a word and pointed out of the window.

Prism lay in a pile of clouds, sucking on one of her hoofs with a cat-like smile and rolling around as if she was a pillowy paradise.

Samwise sighed. “Nnnnope, she’s just being an idiot.”

“A well-pampered idiot at that,” Surprise added in a nonchalant voice.

“Great, so I made the problem worse,” Plucky moaned.

“As usual.”

“Shut up.”

“So how do you want to do this, then? Poke her in the flank, pie to the face, or send her flying into the city below with one well-aimed buck?” Samwise asked as the two stallions retreated from Surprise’s office.

“You poke her in the flank, she kicks you into the city, and I get myself some pie before we go back out to fight because I’m starving.”

“Uuugh...ask a silly question and get a silly answer...”

Their voices trailed off as they moved down the hall, bickering and arguing all the way. Surprise blinked as the weight of her decision to leave such an important mission in the hooves of three idiots pressed down against her, and she once again slammed her head against her desk.

“Of course Fleetfoot sends the weird ones my way...” she muttered. “Faust, give us strength.”


Spitfire pulled the hoof-blade from the Changeling’s chest and let the drone’s lifeless body slide off and fall away from her, disappearing into the mist below. She spun her body around, and seeing no enemies in her immediate vicinity, she took a moment to wipe the sweat off her brow and relax her body. She felt one of her joints pop, and she let out a pained sigh as she took a more detailed look at her surroundings.

Not too far away from her, the rest of her Ponies continued to fight through their sweat and blood, doing their best to drive the Changelings away from the city. For a while, it seemed to work, and although the ballista teams couldn’t do much more to help, the Pegasi along the battlements were still able to use their crossbows to great effect.

And yet despite all this, the battle was taking its toll. Although the lines held and the Changelings couldn’t make much ground, she knew that her Ponies couldn’t keep going for much longer. They had already lost so many, while the Changelings continued to encircle the city and attack it from all angles.

Her gaze drifted from the battle and fell upon the city, still being bombarded by kamikaze drones. Several homes had already been ruined and set ablaze, and a few stealthy saboteurs still running through the city had laid down explosives, judging by the explosions erupting along the edges of the city. It was far more damage than she had expected, and her heart fell upon seeing it. Too many lives and livelihoods were being lost.

It was clear that drawing the main Changeling force too close to the city would give her soldiers some time to regroup and reform their lines, but would also put the civilians at even more risk. Keeping them too far away from the city, however, would risk spreading her soldiers too thin, and thus giving the Changelings an opportunity to smash through. There had to be another way somehow.

Airships were out of the question, no matter where her troops were. The flak cannons onboard would deal massive damage to the Changelings, but would also cut her own forces to ribbons, as well as disrupt the delicate balance of the city. Net launchers were less fatal but slower and easier to dodge, so that was out as well. Unfortunately, there just weren’t many other options available to her. Cloudsdale had not faced a threat like this since before the Unification Era, and therefore its defenses had been limited through the passage of time. She had no doubt that it could still weather anything that was thrown at it, but the cost of life would be high no matter what she did unless she could think of a new tactic.

“...Weather...” she murmured, letting her gaze fall upon Cloudsdale’s weather factory, left largely untouched by the Changeling invaders. It was an imposing, sprawling structure that encompassed almost one-tenth of the city, and was almost akin to a fortress in its own right. It was, however, far too close to the battle to be used as a sanctuary, which was why it was quickly abandoned once the Changelings had arrived.

Leaving thousands of lightning storm canisters untouched.

The seeds of an idea started to sprout in her mind, and the edges of her mouth slowly curled up into an evil, mischievous grin. “Oh Spitfire, you naughty mare, you,” she giggled to herself. “That’ll set winter back a few weeks, but I think we can manage that. Let’s make some noise.” She reached under her uniform and pulled out a long metal whistle, blowing a long, shrill note into it.

The signal sang throughout the battlefield, and every officer who heard it gripped their own whistles and repeated the note, letting all of their surviving troops hear the order.

“Fall back!” Spitfire screamed, using the Pegasi’s natural mastery of the air to carry her voice throughout the melee. “Fall back to the city! Archers give covering fire, ballistae teams at the ready! All troops, fall back! Colonel Blaze, to me!”

The Ponies reacted without hesitation, retreating from the battle and flying back to Cloudsdale with all haste, even as the Changelings jeered at them and redoubled their speed. The archers on Cloudsdale fired volley after volley of bolts at the Changelings as their returning troops regrouped behind the secondary lines, and the ballistae teams once again readied their machines.

In the midst of the retreat, a single Pegasus mare garbed in Wonderbolt combat gear with a fiery orange mane much like Spitfire’s broke formation and flew directly towards her, nodding to her once she got close. “I’m here, cap. What’s the plan?” she called out in a deep voice.

“We’re losing Ponies fast and the Changelings keep pressing their attack. If we’re going to last long enough for Cantelrot to get here with reinforcements, we’re going to need to do something a little bit drastic,” Spitfire replied, nodding towards the weather factory. “We’ve got a whole stockpile of lightning canisters in the factory. I say we use them.”

Blaze followed Spitfire’s gaze and narrowed her eyes. “How, cap?”

“We’ll get a few wind-shapers up here and have them create some outward drafts. We’ll then lob the canisters out on those drafts and let the wind-shapers carry them over the Changelings, and let nature take its course. The lightning stored in those things should slow them down.” Spitfire then snickered as another thougth entered her mind. “Also helps that the city’s covered in lightning rods. That should minimize any damage should we have to use them within the city limits.”

“Sis, do you realize how much that would cost the factory?” Blaze asked, glaring at her sister. “We’ll have to reschedule the rest of Equestria’s weather, and it’ll put the factory in debt for years! Lightning canisters are expensive.”

“Would you rather have the factory and all of Cloudsdale overrun?”

“...When do we start tossin’ lightning?”

Spitfire’s grin returned in full force. “In a couple hours. We’ve got some prep work to do if were gonna pull this light show off, and it’ll be all hooves on deck. Contact Soarin and have him gather about fifty Wonderbolts or so, then meet me at the factory. Everypony else will hold the line until we’re ready.”

Blaze nodded, looking over at the city as another explosion of flame erupted from a clocktower deeper into the city. “And the infiltrators?”

“Fleetfoot’s patrols are handling it, let her worry about them,” Spitfire replied. “We need to take care of the larger force right now, and if my calculations are correct...” She gazed once more at the factory looming in the distance. “We might just survive this.”


(Mount Everhoof slopes, two hours earlier)

Eighty-five shadows climbed up the mountainside, hidden under a blanket of clouds. With labored breaths and weapons drawn, they moved as if the hounds of Tartarus were at their heels, not daring to make a sound even as they ran. Across the mountain range, five other platoons were doing the same, advancing on the peaks like flies to honey, even though the purple glow had long since vanished.

Still, they didn’t move to attack, merely to observe and try to find the entrance to the Changelings’ lair. Now that they knew where the main swarm was located, it was only a matter of time before the Praetorian Guard could descend upon the mountaintops in droves; them and all their friends and allies. For now, Shining would be content with knowing where to attack when the time came.

Crouching down low in the snow and holding up a forehoof, Shining slowed the platoon down until they all stood still, waiting for his next command. He waved Flash, Spyro, Cynder, and Rainbow up from behind him, and then pointed to the summit of Mount Everhoof before them without saying a word.

Flash and Rainbow squinted, not seeing anything out of the ordinary. Spyro and Cynder, however, hissed and curled their talons in the snow, lowering their heads in an aggressive stance. “I see it...” Spyro muttered.

“I don’t see a thing,” Flash whispered back.

Cynder nodded. “No doubt. There’s dark magic afoot, hiding the entrance to the tunnels. Only those attuned to it can sense it.”

“Right, right, so what do you guys see?” Rainbow griped, annoyed at being left out.

“Changelings,” Shining replied, looking back at her. “Disguised as icicles. Rather cleverly, too.”

“They can do that?” the Wonderbolt asked.

Flash nodded. “Oh yeah. Changelings can transform into all kinds of things.”

“So is it a safe bet to say that we’ve found the new Hive?” Spyro asked.

Flash shrugged. “It would make sense to me. I’m willing to call it here and get reinforcements if you are, Shining.”

“We’ll wait for the other platoons to give the signal that they’re ready, and then we’ll go,” Shining replied.

From Spyro’s side, a satchel buzzed, and Sparx poked his head out. “Can they see us, though?” he asked, whispering for once.

Rainbow rolled her eyes and stuffed him back inside. “They will if you keep doing that!” she hissed. “Stop glowing!”

“It’s a skin condition!” came the muffled reply.

Cynder shook her head, giving the sheepish Spyro a molten glare. “I will kill him, I swear to--”

Rainbow and Flash suddenly flinched and turned their heads to the south, as did every other Pegasus in the platoon. The two officers’ ears swiveled and their eyes narrowed, while several of the Pegasi Praetorians grew nervous. Their fellow Ponies all looked at each other with uneasy grimaces, wondering just what had gotten into their fellow soldiers.

Shining’s lips curled down into a frown and he put a hoof on Flash’s shoulder. “Hey, what’s up?”

Flash sniffed the air. “Wind’s changed...” he muttered.

“The currents have shifted, and the weather’s different too,” Rainbow concurred, raising a hoof from the snow and leaning forward. Her wings slowly spread out and trembled in the air, as if she was feeling for something.

Spyro and Cynder gave each other a befuddled look before turning back to the two Pegasi. “Really?” Cynder asked. “Doesn’t seem any different to me, and I know the wind pretty well.”

“You’re not a Pegasus,” Flash replied, not meeting her gaze as he continued looking towards the south with a gaze of both confusion and concern.

“But more than that, you’re not a wind-shaper,” Rainbow explained, sending her a quick glance. “All Pegasi have strong senses for the wind, but some of them, like me, can sense it a little bit better and manipulate it like it was nothing. It’s what made me such an awesome weather manager in Ponyville, and Twilight thinks it’s also got something to do with my Sonic Rainboom.”

“So what are you sensing, then?” Flash asked, stepping towards her. “All I can feel is a noticible drop in temperature and a rise in air pressure.”

“I’m not sure,” Rainbow replied, squeezing her eyes shut and concentrating. “It’s coming from the south, near...Cloudsdale...” Her voice trailed off and hitched slightly as she backed up a step and opened her eyes wide with fear. “Something’s wrong. The wind currents from Cloudsdale have changed, and there’s a lot of wings in the air. I’ve never felt that many before.”

“Do you know who or what they are?” Spyro asked.

Rainbow shook her head, still backing up. “No, they’re too far out, but it still feels wrong. Oh Celestia, mom and dad...”

“Rainbow, calm down,” Shining said, stepping closer. “If something has happened in Cloudsdale, we’ll get to the bottom of it. Right now I need you to remain calm, or the Changelings will--”

A red flare shot up to the west, interuppting him and causing the platoon to gaze into the sky. They then jumped as another flare shot up behind them, and then a third to the east. It had the unfortunate effect of giving away everyone’s position on the mountainside, but at that moment, none of them cared. There was only one meaning for those flares now.

“We’ve been spotted,” Flash spat, disappointment and anger in his eyes.

“Everyone, fall back!” Shining ordered. “Get to the camp and dig in, this is gonna be a wild night.”

“Your Highness, the skies!” one of the Praetorians yelled, pointing up with a spear.

Everyone followed the soldier’s gaze and watched in horror as the silver clouds above vanished under a nebulous black fog. Wingbeats echoed off the mountain’s slopes, and the summit of Mount Everhoof exploded outwards as a swarm of Changelings emerged, hissing angrily and glaring down at the stealthy intruders. The swarm emerging from the summit took to the air and flew overhead, teasing the Ponies below with their large scythes for forelegs.

“We’ve got bugs!!” Shining roared, channeling his voice over the air with magic. The platoon reacted instantly, bunching up in a square formation and putting shields over their heads. When no blows came to them, they stared up in confusion, watching as the Changelings simply moved on past them.

“They’re ignoring us,” Rainbow observed, narrowing her eyes. “Why would they do that?”

“We’re not their target...” Flash gasped, letting his jaw drop as he watched the drones fly. “They’re heading straight for the Empire!”

“Wait, didn’t you say that the shield was still weak?” Spyro asked.

“It is!” Shining bellowed, already half galloping, half tumbling down the slope. “The city’s in danger! Move, damn it, MOVE!

“Shining, teleport back to the city, we’ll buy you guys some time!” Cynder shouted as she and Spyro took to the air, with Rainbow and Flash following close behind.

Shining didn’t waste any time arguing, and simply reacted, blinking out of existence. The rest of the Unicorns in the platoon did the same, grabbing the Earth Ponies around them, while the Pegasi jumped into the air and dived down the mountain in several echelon formations, weaving around spires and rocks as they went.

The two Dragons hovered in the air, glaring at the approaching swarm while Flash fixed hoof-blades to his hooves and Rainbow steeled herself behind them, already itching for a fight. Sparx climbed out of Spyro’s satchel and hid behind his brother’s horns, staring at the Changelings with impending dread on his face.

“You two do realize that this is gonna go very poorly for us, right?” Flash asked in a worried tone of voice.

“Yes! Yes I do,” Sparx hastily replied.

Cynder sent the Dragonfly a sly look. “You said you didn’t want to be left behind,” she said simply, before she and Spyro soared upwards through the air and tackled two drones from underneath, biting into their necks and scattering the swarm into disarray.

“This isn’t what I meant and you know it!” Sparx screeched as Spyro and Cynder went to work, with Cynder laughing at his distress.

“Finally, something I know how to do,” Rainbow said with a chuckle, following the two Dragons into the fight with a scream. “This is for sticking me and my friends in pods, suckers! For Equestria!”

“Are none of you listening to me? We’re going to be overwhelmed!” Flash yelled after her. Yet, despite his misgivings, he followed her and the two Dragons into the fray, slicing at several drones with his blades. “We need to get to the city before the siege begins, or we’ll be trapped out here behind enemy lines!”

“Are you kidding? This is like an average fight for us,” Cynder replied, flying next to him and spitting a globule of green liquid at a drone, who shrieked and fell out of the sky as its wings and body withered and shrivelled up. “Haven’t seen bad guys this pathetic since the Apes back on our world.”

“Don’t let these bozos--gah!” Rainbow ducked as a scythe swept through the air above her, before uppercutting the offending drone and stunning him. “Don’t let them fool you, they’re just testing us right now. They can be tough as nails and sneaky when they want to.”

“’Don’t let them fool you’,” a dozen voices repeated back at her in a mocking tone, before several drones transformed into copies of Rainbow Dash and surrounded her, giving her bloodthirsy grins.

Rainbow rolled her eyes and kicked one of the copies in the head. “Oh come on, this again? Laaaame,”

Three of the drones suddenly transformed into copies of Cynder, and the Shadow Dragoness raised an eyebrow and glanced Spyro’s way, only to see eight Spyros looking back at her. “This...just got interesting,” she said with a grimace.

“Cynder!” one of the Spyros cried, diving towards another with claws outstretched. “Hold on, I’m coming!”

“Forget him!” another one said. “It’s me! I’m the real one.”

“Oh, for Ancestors’ sake...” Cynder hissed before inhaling deeply and screaming. Red swirls emerged from her maw, each one zipping through the air and touching the heads of every Spyro copy in her vicinity. The copies shrieked and clutched their heads, dropping their disguises and convulsing in the air, while the real Spyro shivered and looked at Cynder with fear in his eyes.

“D-d-don’t do th-that again,” he managed to gasp out, shaking his head in both disapproval and lingering terror. Sparx was in the middle of scrambling back into the satchel, his wings buzzing furiously and one of his hands covering his mouth as he yelled.

“Sorry,” she replied, dodging another blow from what looked like a large tongue, watching as a drone transformed into some kind of flying worm with three mouths. “Maybe Flash was right though, we might be in over our heads here. I’ve never fought shape-shifting enemies before, and those Dark Crystals on their bodies are worrying. Malefor must’ve enchanted them somehow.”

“Yeah, and it seems like with every one we take out, twenty more just take its place,” Spyro agreed, stabbing a drone through the neck with the tip of his tail and flinging it off, breathing fire on it as it fell away.

“Oh for Pete’s sakes, NOW you guys agree?!” Flash yelled, holding both of his hoof-blades out and blocking three scythes with them. “I hate you all...”

“Awww, we’re leaving already?” Rainbow asked from overhead as she jumped on a cloud and sent a lightning bolt zapping through the ranks of drones. “We just got here.”

“And we’re gonna be buried here if we don’t get back to the city!” Flash roared, throwing off the three drones on top of him and retreating to Rainbow’s side on the cloud.

Spyro and Cynder flew up next to them, glaring while the Changelings regrouped for another pass at them. “We managed to take out a good amount of them, we’ve seen what they’re capable of, and we know they’ve been enchanted with Dark Crystals,” said Spyro. “But for once I think this is too big a force to fight on our own, especially with shape-shifting and Dark Crystals involved. We’re going to need some backup on this one.”

“The Rangers and Warfang?” Cynder guessed.

Spyro dipped his head. “We’ve got friends this time, let’s let them help out for once.”

“I’m in favor of bailing!” Sparx cried out.

“To nobody’s surprise,” Cynder grumbled, turning towards a group of Changelings and fanning her wings. A miniature tornado appeared in front of her and spun into the drones, scattering them.

“Ugh, fiiiine, I know where this is going,” Rainbow muttered, turning towards the Crystal Empire and bending down. “Everyone grab onto me and hold on tight, I’ll get us there fast.”

“You sure you can carry all of us?” Flash called out as he kicked a Changeling off their cloud and blocked a bolt of magic from another.

“Yes, now grab me!” Rainbow snapped, irritation in her eyes. “But I swear, if any of you touch me you know where, I’m so kicking you in the face!”

Following her command, Flash, Spyro, and Cynder grabbed onto her legs and barrel, holding on tightly as she spread her large wings for takeoff. The Changelings, seeing an opening, divebombed the group with scythes outstretched, shrieking in delight at seeing their enemies vulnerable.

They never got the chance to strike. Before the drones could react, Rainbow jumped off the cloud with her friends in tow, flying with all speed towards the Crystal Empire. A rainbow contrail flew behind her, growing longer and thinner the more she accelerated. She thrust her hooves forward, eyes straining as a visible cone of distorted air appeared in front of her.

“Come on, come on, come on, please work...” she murmured to herself as the cone shrunk slightly. The Changelings above her were steadily gaining, and they let out maniacal cackles and spat venom at her.

Flash’s eyes widened in sheer terror as he recognized what was about to happen. He had been briefed about Rainbow Dash’s particular abilities enough times to know what he was in for, and he still couldn’t believe it. “Brace yourselves!” he shouted over the wind rushing past them.

“For what?!” Cynder and Spyro both yelled back.

“For approximately twelve times the speed of awesome!” Rainbow laughed. The cone around her grew thinner and thinner as the pursuing Changelings picked up speed to compensate.

“That doesn’t make any seeeeEEEEENSE!!” Spyro cried before he, Cynder, and Flash were suddenly lurched as a thunderous boom echoed in their ears while their bodies shot through the air at nearly blinding speeds.

The sky was suddenly filled with a vast array of colors as bright as the sun and as mesmerizing as starlight, enshrouding the night sky in their glory. A ring of prismatic light erupted before them, spreading out far and wide and causing the world to quake and shudder as it passed. Every sound around them vanished, and all that Rainbow’s passengers could hear were their own hearts thumping in their tightened chests as they continued to pick up speed, crossing over the wastes of the Frozen North as if it was a few feet instead of many miles.

The mountains trembled in their wake, and the shining brilliance of the Sonic Rainboom faded away, replaced by the calm clear skies of night once more.


(Canterlot Castle, five hours after Cloudsdale attack)

There was a slight chill in the air as a mist descended from the Canterhorn, veiling the city of Canterlot and giving it an almost ethereal appearance under the map of stars above. The citizens were sleeping soundly, blissfully snoring away their problems and dreaming of happy days and hopeful fantasies. A smattering of Lunar Guards patrolled the streets and castle grounds, chatting amicably with each other while keeping a careful watch of their surroundings.

For as much as the Ponies of Canterlot enjoyed their Princess of the Day and the joy and love she brought, they had to admit, Princess Luna and her Lunar Guard were far better protectors. They had never felt so safe or so peaceful as they slept, and it brought Luna much cheer to know her efforts were appreciated.

Celestia may have still been absent from Canterlot, but none could say that her sister wasn’t doing an admirable job. So it was that another day ended as peacefully as the last under her rule, and Equestria was content.

It was therefore a shame that the arrival of two bedraggled, exhausted Pegasi from the north spelled the end of such a glorious night.

They arrived as two dark silhouttes against the light of the moon, wings flapping haphazardly as they went. Thestrals along the walls and watch towers looked up and stared in disbelief as the two Pegasi made a beeline for the castle, before launching themselves into the air in pursuit. A Thestral mare raised her head and opened her mouth in a silent shriek of alarm, heard only by her Thestral brethren. In moments, the city was alive with activity as Lunar Guards raced down the streets and across the walls, taking care to deal with the intruders while leaving the citizenry unbothered.

The two Pegasi didn’t care about their pursuers, however. They had their orders, and they would carry them out, no matter who it was who stood in their way.

“Go!” Sky Stinger hissed to his wingpony and holding out the scroll to her. “I’ll buy you some time, just get to the throne room.”

“Wh-what about you?” Vapor Trail asked, hurriedly grabbing the missive and securing it in her uniform as she glided.

“Don’t worry about me, just go!” Sky Stinger replied, looping around through the air and righting himself, before flying as fast as he could towards the Thestrals chasing them, waving his hooves frantically. “We’re friendlies! Friendlies! We’ve been ordered to--”

“Stand down!” a Thestral lieutenant roared, diving towards him with a crossbow in her hooves. “You’re under arrest for tresspassing in a restricted area without authorization! I repeat, stand down!”

Vapor Trail gasped and almost went back to help her friend, when Sky Stinger suddenly looked back at her with pleading eyes and an imploring gaze. He mouthed something to her, but it was too dark for her to make it out. He then whirled around and bucked a Thestral guard in the side, sending him sprawling through the air with a startled squawk.

Vapor Trail squeezed her eyes shut and turned away, picking up speed towards the castle. The main keep and its massive towers loomed just ahead of her, and Lunar Guards were already pouring out of hatches and aiming crossbows at her. Commander Surprise’s words echoed once more in Vapor Trail’s mind, and she grimaced as a tear drifted down her cheek and fell into the gardens below.

“I’m a Wonderbolt...” she declared to herself in finality, before letting out a long shout and aiming her body towards one of the keep’s stained glass windows, pumping her wings and accelerating even further. “For Cloudsdale!” she screamed until her voice was hoarse, even as the first bolts were fired at her in panic.

The first thing she felt as she dive-bombed the nearest window was sudden pain in her left shoulder, followed by a spray of warm fluid over her neck. Her heart and breath slowed, and her mind flashed with memories of her foalhood. Her parents, the smell and taste of her mother’s tulip pancakes, her father’s insistance in teaching her buckball, her home...her friendship with Sky Stinger.

She never did tell that cocky, stupid stallion just how much he meant to her. If she survived this, she would have to fix that.

Time seemed to slow as she felt her body slam back-first into one of the stained glass windows, smashing it into a thousand pieces as she plummeted into the throne room. Her eyes opened halfway, and the last thing she saw before she hit the marble floor below was the moon baptizing her with its gentle, warm glow.

Then reality returned as she crashed onto the throne room floor with a pained shriek, tumbling and rolling to a stop on the soft red carpet leading up to the throne. Thestrals of all kinds, petitioners in Luna’s Night Court, gasped in horror at the sight of the damaged Pegasus mare. They all stood still, shocked that somepony could even think about disturbing Their Lady in her court, much less deface the throne room of Canterlot itself.

“WHAT IS THE MEANING OF THIS?!” a voice thundered over the terrified whisperings of the Thestrals, and everypony in the chamber froze, staring up at the Princess of the Night, who towered over all of them with an imperious and thoroughly enraged expression. “WHO DARE DISTURBS--”

Vapor Trail moaned, and Luna’s voice trailed off immediately at the sight of the wounded Wonderbolt cadet sprawled on the floor. “Oh Mother above...somepony get a doctor!” she cried, abandoning the throne and her anger and rushing over to Vapor Trail. Kneeling at her side, she swept the young mare up in her wings, looking her over and eyeing the Lunar Guard crossbow bolt in her shoulder with a mournful gaze. “What madness has come upon this world...?” she whispered in shame.

Vapor Trail cracked open her eyes and stared at the Princess holding her. She opened her mouth to speak but no words emerged. She raised a hoof to Luna’s face only for it to fall upon her own chest, and she let out a pained gasp.

“Don’t speak, young one,” Luna whispered urgently. “Help is on the way. Now hold still, this will only take a moment.”

Luna closed her eyes and charged her horn, causing a deep violet aura to surround Vapor Trail and slowly lower her to the floor. Blue tendrils of healing magic snaked up the cadet’s body, pulling out shards of glass in her legs, barrel, and neck, before closing up the wounds. It wasn’t much, but it provided a lot more comfort to her, which was Luna’s top priority as she waited for the doctor to arrive.

As the last of the healing spell faded away, the Thestrals crowding around their Princess and the cadet parted to either side of the room as three stallions burst through the throne room doors, followed by a host of armed Lunar Guards and two Paladins. The first stallion, a charcoal grey Unicorn in a white lab coat, knelt down next to Vapor Trail and cast a scan spell on her, breathing a sigh of relief once the scan ended.

“She’ll live,” he said simply. “That bolt in her shoulder missed the bones and nerves, although it’s still a deep wound. Her left femur is also broken, and so are a couple of her ribs, but some strong healing spells and surgery should fix her right up.”

“Please take good care of her, doctor,” Luna implored him.

The doctor nodded, casting a glance at the other two stallions behind him. “I will, Your Highness. She’ll be fine.” He grasped the cadet in his magic and lifted her gently off the ground.

“Wait,” Vapor Trail managed to croak out. “Message...”

“Hold there, doctor,” one of the stallions said, approaching the mare and meeting her gaze. “I am Captain Shield Wall of the Solar Guard. Who are you?”

The doctor groaned. “Can’t this wait?” he barked. “This mare needs medical attention now.

“It’s...fine, doc,” Vapor Trail wheezed. She lifted a wing and gave a weak salute. “Cadet...Vapor Trail, sir...”

“The lass looks like she’s been through Tartarus, she does,” the other stallion grunted, stepping forward and revealing an old, bearded, orange-furred Pegasus in polished, blue-tinged adamantine armor. His fiery red mane and streaked with a single line of silver, and his aged blue eyes shone in the moonlight cast from beyond the shattered window above. Multiple scars crisscrossed his face, indicating that he was a veteran of many skirmishes.

“What’s a Wonderbolt cadet doing in Canterlot, breaking into the throne room?” Shield Wall demanded, his lips turning downward into a snarl. “Speak up!”

“Easy lad,” the older stallion said, placing a hoof on Shield Wall’s shoulder and pulling him back. “I’ll handle this one. Ya go check with the guards an’ secure the castle.”

Shield Wall sighed but dipped his head in respect. “Yes sir,” he replied, before turning away to rejoin with the Lunar Guards and Paladins.

As the captain left, the elderly stallion gazed down at Vapor Trail with a kindly expression. “Hey there, lass. Don’t ya mind ‘im, he’s a wee bit pissed that somepony got it into their fool head to smash up the place tonight. I trust ya had a good reason?”

Vapor Trail nodded once.

“There now, that’s better.” The stallion sent her an earnest smile. “Now then, what’s this about a message?”

Vapor Trail lifted up her left forehoof and grimaced at the pain, before reaching over with her wings to try to open her suit, only for the zipper to get stuck. The stallion held up a hoof and sent her a questioning glance, and Vapor Trail nodded. With her permission, the stallion unzipped the suit and carefully pulled out a slightly squished scroll, signed and sealed with the Spitfire’s crest.

The stallion was about to break the seal and open the scroll, only for Vapor Trail to reach out with a wing and cover it, pointing to Luna with her other wing and giving him a stern glare. The old stallion let out a quiet chuckle and smiled at her once more with a twinkle in his eye, before trotting over to Luna and handing the scroll to her. “She’s a good soldier,” he whispered to the Princess. “I know that look. She had her orders: your eyes only. Hadn’t had anypony glare at me like that in donkey’s years. She’s going places one day.”

Princess Luna took the scroll from him and then waved the doctor away with a wing, letting him take Vapor Trail out of the throne room. “Brings back memories, eh old goat?” the Princess joked, breaking the seal and setting her eyes on the first line of the message.

“As if your one to...uhhh, Luna? What’s wrong, lass?”

In an instant, the temperature in the room dropped several degrees, and the scroll in Luna’s hooves was set ablaze. The ashes fell from her hooves and she let out a resounding roar that shook the entire castle, shattered several more windows, and sent every Thestral still in the room scrambling for cover out of trepidation or fleeing through the now-open windows.

The stallion stamped a hoof against the floor and gritted his teeth as Luna’s body trembled. “Explain, now,” he demanded. Gone was the compassionate old Pony, replaced by a stalwart and sturdy warrior. His powerful wings twitched in anticipation to fly at a moment’s notice.

“Our Ponies are in danger!” Luna shouted, her voice echoing off the rafters and throughout the castle’s halls. “Cloudsdale is under attack!”

“Who an’ how many?” the stallion barked, ignoring her anger and focusing on the facts.

“Changelings, at least seven thousand strong according to that message,” Luna spat, stomping on the pile of ashes. “Chrysalis has been busy, creating an army while we pranced about like buffoons! All your previous orders are rescinded, Thundershock. Assemble the Legion, you leave at once for Cloudsdale!”

The Field Marshal of Equestria’s military bowed his head. “As ya command, Princess,” he replied steadily, before tapping a crystal on his right fetlock and lifting it to his face. “This is Field Marshal Thundershock to Captain Shield Wall. Activate the Legion, I repeat, activate the Legion. Load up thirty RETTs an’ five Falchions, we’re leaving for Cloudsdale as soon as you’re ready.”

“Sir, what’s happened? The whole castle is jumping.”

“We’re at war, lad. Queen Chrysalis an’ her merry band of freaks just invaded Cloudsdale, and ol’ Spits is in trouble.”

“...Understood, sir.”


The peace was gone, replaced by the loud ringing of alarm bells and the low blowing of horns. The Ponies of Canterlot arose from their slumber confused and afraid, not knowing what was happening or where the sounds were coming from. They watched as hundreds of Ponies suddenly poured out of the Canterhorn from hidden gateways, armored in adamantine plate and armed for war.

Red signal flares shot up into the sky from Canterlot Castle, and the horns continued to blow, echoing across the countryside. Ponyville was the first to hear their rolling blasts, and the Dusk Watch sent up its own flares in response.

Messages were sent through Dragonfyre candles, warp gates were shut down, and armies were put on high alert. Cities across Equestria heard the blowing of Canterlot’s great horns, enchanted with many spells to amplify its message throughout the land. Houses once darkened lit up, and Ponies stuck their heads out of windows and doors in wonder as the low notes of the horns were heard by all.

It had been many generations since those horns had been blown; not since the Dragon Wars. And yet, all those who heard it knew what it was: a call to arms. It was a summoning of the Royal Equestrian Legion to defend Equestria.

Then the Ponies looked to the north, and saw at the very edge of the horizon a small, glowing red speck in the sky. Cloudsdale, one of the most prosperous and safest cities in Equestria, was in flames.


Author's Note:

Hooooooooooooo-ly crap, this chapter took a long time to write. Soooooo much happening all at once as the story takes a rather dramatic turn, and as Chrysalis finally makes her move. And at long last, Pharynx finally starts to realize that he’s been on the wrong side all this time, and although his resistance is valiant and brave, it’s not enough to stop his former Queen. Yet.

Just in case anyone’s confused since it’s a little different from real life, here’s the officer rank structure for Equestria, from highest-ranking to lowest:

1. Field Marshal (Thundershock’s rank)
2. Knight General / Lord Admiral
3. General / Admiral (Spitfire’s new rank, although the Wonderbolts still call her “captain”)
4. Captain of the Guard (there are five of these --- Dusk Watcher, Solar, Lunar, Praetorian, Wonderbolt --- and it’s possible to skip this rank completely, as it’s basically a more specialized General in all but title)
5. Executor
6. Commander
7. Colonel
8. Major
9. Lieutenant (Rainbow’s rank)
10. Specialist

See you guys next time! :rainbowdetermined2:

Also, here’s some artwork showcasing the hoof-blades, courtesy of the almighty and awesome Yakovlev-Vad:

Comments ( 34 )

“You were right about one thing though, Pharynx,” Chrysalis continued softly. “This never was about the Badlands Hive. Those traitors will burn soon enough, them and their King.” She turned and spat on the floor. “And if you ever once thought that I cared, then you are a bigger failure of a Changeling than Thorax ever was. It is the way of the world to be strong, for only the strongest survive while the weak become food. At least your brother fought back, while you sat there and accepted what happened like a good little soldier, every time. You...are pathetic. Inconsequential. ”

At least he didn't blindly follow the wishes of a glorified rock and petty vengeance. ;p

“This isn’t what I meant and you know it!” Sprax screeched as Spyro and Cynder went to work, with Cynder laughing at his distress.

Sprax. I like it. X3

Absolutely badass, though I feel like the thestrals ought to recognize wonderbolt uniforms and either let them through or try to question them before just straight up attacking. Just my thoughts though, this was still an awesome chapter all around. Well frikkin' done. :)

11191444
Well, they may be Wonderbolt uniforms, but any Pegasus could’ve just stolen the uniforms in an attempt to sneak in. That’s why they wanted to contain both of them so that they could make sure they weren’t imposters or spies, since both of them were technically using any means necessary to get to Luna, including trespassing and breaching security.

It’s a similar posture modern militaries take, even for people who they absolutely know. If you aren’t authorized to be someplace, even if you’re in the same army and wearing the same uniform, they will either escort you out or arrest you on the spot.

Also, the Thestrals didn’t actually attack first. Sky Stinger attacked first, and as for the others at the main keep, they were defending the throne room from an assumed attacker (who was dive-bombing them and screaming), even if it was friendly fire.

EDIT: Oh, and thanks for catching that “Sprax” typo. I keep doing that one and I thought I got them all.

I honestly don't have much to say here because... well, it's a great mix here. The storylines are slowly converging again with Pharynx taking one step closer to declaring his independence, Malefor being discovered, Equestria being in a state of emergency... and then there's the Cloudsdale scenes. I'll repeat myself and say that they're brutal, and while we never see some of the more advanced stuff in the show (like the ballistae and the already-mentioned runes), you still make them look natural (given that Cloudsdale has a very martial history, but still)... along with the dilemmas to face in this chapter alone (like taking an option that either kills off many soldiers or many civilians before the lightning jars/bottles are brought up). And it's all balanced out by the Triplets, the major force in keeping this chapter from being too dark for its own good.

All in all, thanks for this! I'll be looking forward to the next step!

Comment posted by L10NO5 deleted May 27th, 2022
Comment posted by L10NO5 deleted May 27th, 2022

11253444
Not in this or any other story I currently have planned, sorry.

Comment posted by L10NO5 deleted May 27th, 2022

11253573
Because I already asked you to stop giving incredibly long lists of suggestions and links. Again, I greatly appreciate the enthusiasm, but after a while it starts to look like spam.

I’ve already got the entire world planned out, with lore, backstories, races, cities, story arcs, and everything. The saga is already filled with enough things, and adding anything else has the risk of breaking the story’s flow. Thus, if I decide to add anything else on, it will be at my own discretion.

https://youtu.be/jr532q2PdDw Luna should use this tactic against Malefor 🤣

Comment posted by Bencsik Alex deleted Jun 5th, 2022

Would Spike have similar potential of using different elements like Spyro? Or not because he's equestrian dragon?

also Thorax already answered the 3 questions, he answered too early is all. He need to have the resolve and conviction behind his answers.

11312883
I’ve got big plans for Spike, don’t worry. However, he’s not quite the same “purple dragon” as Spyro, so that’s a no on the extra abilities.

As for Thorax, no, he hasn’t answered the Questions Three. There’s only one answer for them for each individual Changeling, and they have to find those answers for themselves.

Also, while I’m here, I’m still working on the next chapter! It’s just had a lot of...setbacks lately. Real life stuff, writer’s block, even complete scrapping and restarting twice. But now I think I’ve got something good going again and it’s coming hopefully sometime either early or mid-August, hopefully early. Sit tight!

11313722
suggestions for combat scenes. Tag team takedowns. Like for example Cynder grab a ling by the scruff, flinging it into the air for Spyro to swoop in and body slam into the floor. Or Spyro does that air combo and kicking the ling towards Cynder to tail whip. Or they both unleash a fury breath at the same time wiping out the entire room

You gonna continue this story or is it dead?

11358885
Not even close to dead. In fact, I was doing some writing just yesterday. Problem is that chapter 16 is proving to be a lot harder to write than I initially planned, but I’m finally making some real progress now. I’m not gonna give any soft release date for it though, it’ll be done when it’s done.

I am truly, genuinely sorry for the long wait. None of this was intentional.

Will you use the deleted scorpan scene of 2017 movie in this Spyro crossover?

Hey how it going I miss you

11478964
Hi there! Sorry for the super late reply, I haven’t been on here in a while.

I’m doing fine, and so is the story, believe it or not. No, I have not abandoned it, despite it being...oh...wow, almost a year since the last chapter.

I am so sorry about that. Rest assured, I have not forgotten this story, and the new chapter IS coming.

Hey it okay take your time

Hey it's almost a year are you okay

I'm kinda worried are you okay it's almost a year

Hey it's been a year I just wanna make sure you okay

11538070
Yup, no worries, I'm good. Was just fighting off Covid (and also currently battling some newly-discovered Pathfinder addiction, which has actually increased my inspiration for my story, haha).

The chapter will be ready when it's ready.

Okay I'm making sure alright

Comment posted by james663 deleted Sep 8th, 2023

11505032
Ah, I completely understand. It's a similar story (lol) to mine, which I haven't updated in months! Thank God, I’ve become more active in my first fanfiction and recently edited the story’s prologue and first chapter to fix some grammar and punctuation. Along with that, I added a cool artwork and music and other things to spice things up!

May God be with you, and I can’t wait for the next chapter!
-Davidtin

I've hit chapter 15, now to wait for more :,v

11808343
All I can say is “stay tuned”. This story is not abandoned, but there will be some exciting (although possibly annoying) news regarding it soon(tm).

I promise you and everyone else here who are eagerly waiting for more content that it is on the way. I am so very sorry it’s taking so long, but I can assure you, you’ll like what’s in this story’s future.

I was talking to my coworker just now about Gregory, and mentioned that gryphons all have G names. He said there should be a villain gryphon somewhere named Guillotine. I suggested the name Sergeant Guillotine (though that name would also sound awesome for a particularly scary war hero type).

I said I would love to see a gag character among the Gryphons named Garth...but eventually it's revealed that his full name is Gartholomethule and somebody says "What the buck did they just say your name was!?" "My parents said all the other G names were taken..."

Food for thought. XD

11838920
Probably not gonna do the Guillotine one, as I already have some other plans, although the “Gartholomethule” one sounds kinda funny. I might try something like that at some point, but we’ll see.

In any case, thanks for all the comments!

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