Fight for Equestria

by Sakura

First published

After Equestria falls to an enemy species, it's up to a group of escapees to reclaim their former home.

It's over. Equestria has fallen. The four princesses and anyone who had ties to royalty are dead, and the element bearers and their families have been killed. The Kelpies, a race of water-dwelling equines, now rule Equestria with iron hooves. Most ponies now live in fear, though some support their new overlords.

Far off in the Crystal Mountains, a group of escapees look upon their former home. They may have been normal citizens of Equestria once, but now they are warriors. When the time comes, they will fight for Equestria.

A collaboration with PrinceUniversa

OC CREDITS:
Sirocco created by myself
Zodiac Cosmos created by PrinceUniversa
Fang created by TheMysticBrony
Dr. Mind Quill created by Dr_MindQuill
Night Rain created by MrDevestation101
Nerdz created by Nerdz
Reneighah created by Zoetic Zebra
Figureen and Bartholomew Steelclaw created by Rubahhitam
Maryana created by iluvtmnmlp
Berripad created by Verbose Mode
Whitewolf Stormrunner created by Whitewolf_Stormrunner
Hell Fire created by Berserk
Digit Forge created by Nova Arc
Sea Breeze created by Shy Sparkle
Chaz created by Henry101
Melody created by Stardom Freedom
Sponduli Moolalli created by Brickbrock24

Prologue: Lacrymosa

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Equestria. A land long known for its peace and harmony. The ponies and other species who live there live under the protective rule of the princesses and Elements of Harmony, but no one knew it would all come to an end.

Nerdz looked in the mirror as she pulled on her homemade wings. Despite being an born and earth pony, her greatest wish was to fly. Besides, her wings matched the tone of her pink and purple flea-bitten coat. Satisfied with her job of fixing her wings to her back, she left the mirror and proceeded to head into the kitchen for a bit of breakfast. Walking over to the cereal cupboard, Nerdz looked out the window at the stormy outside. All was as it should be….except for the rapidly approaching tidal wave.


Figureen’s place on the shelf let her see perfectly outside the shop window, though nothing much interesting happened. It was only the occasional passerby, ponies stopping to talk to one another, and maybe a few ponies that come into the shop. That was about it on a regular day. The doll pony mentally sighed. Looked like another boring da-

A loud crash broke Figureen from her thoughts. Jerking her head up, she looked around the saw the entrance to the shop broken down and the shopkeeper being dragged outside by some unseen creature. It was then that she heard the screams of ponies and the pounding of hoofbeats outside. Figureen suddenly felt a great sense of fear. She didn’t know what was going on, but she had to get out. But the doll pony had a few tricks up her sleeve. Getting out wouldn’t be easy, but it was worth a shot. Taking a mental breath, Figureen jumped off the shelf.


Maryana walked through the halls of Canterlot Castle after a small morning visit with the princesses. It was nothing too special, just some small talk about politics, the rainy weather outside, and cake. She smiled, reflecting on the events of earlier that morning. It almost distracted her from the loud roar outside the window. Almost.

Maryana instinctively looked out the hallway window. But instead of the dark grey sky of the storm outside, Maryana saw…water? Her stomach dropped down to her hooves. Canterlot Castle was no where near the mountain waterfall, so where was all this water coming from? Upon taking a closer look at the falling water, the silver alicorn noticed lots of black figures rushing down the waterfall - right into the city of Canterlot. Maryana quickly left the window and ran out into the castle gardens, heading for the city to protect her fellow ponies, not realizing she would be one of the last ponies to see the princesses alive.


Mind Quill heard loud noises coming from outside that were distracting him from his research. It was probably those stupid foals again. Moving over to the door, he opened it and prepared to yell at them, but when he opened the door, water came rushing in around his hooves. Looking up from the now water covered floor, Mind Quill saw a black creature running towards him. The gray unicorn slammed the door and leaned against it, giggling softly. The creature started kicking the door, trying to break it down. Mind Quill know it would never succeed for a while, though. That gave him enough time to escape. He moved over to his desk where all his research note where. He pulled a match from this pocket, light it, and dropped it on the papers. They instantly ignited, consuming the desk in flames. Mind Quill headed away from the burning desk and towards the basement. There was a secret passage that only he knew about down there. Something to be used in a situation like this. Letting out a maniacal laugh as the curtains caught fire, Mind Quill shut the door to the basement, letting the flames consume what was left of his research. The rain would extinguish them if the water on the ground didn’t first.


A blue and white blur sped across the rainy sky above Ponyville. Whitewolf Stormrunner headed for the Everfree Forest, knowing that she would be safe there. A few minutes ago, tidal waves had crashed down on all of Equestria, bringing with them unknown creatures. From what little glances Wolf had managed to get before she ran, they resembled dark grey horses, but some had tints of dark green or just full black coats. After the waves had settled, the streets of Ponyville had resembled canals that were from the ancient city of Venieghce. After a few minutes of quiet, Wolf had seen one of the creatures lunge out of the water and grab the nearest pony, dragging them back under the water. That’s when every pony else started running, splashing through the water trying to get away. The pegasus ponies tried to help by lifting up earth ponies, and unicorns levitated themselves of the ground. The unicorns that couldn’t manage that were helped by the pegasi.

Everypony thought they were safe after that. After all, the creatures didn’t appear to have wings from the quick glance the ponies got at them. The mood started to lighten for a bit. They were safe in the air.

Or so they thought.

It didn’t take long for the strange equines to figure out how to reach the airborne ponies. One launched out of the water at incredible speed, catching a pegasus and the earth pony he was holding. They both fell back into the water, where other creatures where waiting for the unfortunate ponies.

True panic broke out after that. The pegasi tried to fly higher, but it seemed they couldn’t escape from whatever these animals where. That was when Wolf started for the Everfree.

Wolf almost didn’t see the approaching black shape underneath her. It was aiming for her exposed belly, but the oxford blue pegasus dodged. The creature, however, managed to grab hold of her right wing, and Wolf came tumbling out of the sky towards the water with the equine gripping her wing.

As they plunged into the water, Wolf managed to escape the creature’s grasp, but at a cost. Her wing now had a large gash, along with several feathers missing. Quickly assessing the damage, Wolf realized that she couldn’t fly. She would have to run. She picked up her hooves and ran, but the creature had reached her first. It grabbed hold of the Talisman around her neck, and pulled the pegasus under the water.

Wolf knew there was only one way to escape now. She managed to pull her knife out of the sheath on her left leg, and holding it in her mouth, prepared to cut the Talisman away. She hesitated at first, for the Talisman was special to her. Survival meant more, however. Closing her eyes, Whitewolf Stormrunner cut away her precious Talisman and escaped.


Sea Breeze shot through the water. Ever since the mysterious black horses started attacking, all that was on her mind was escape. It was quite convenient to her that the horses brought water with them, since that was the aqua pegasus’s specialty. A few of the creatures had tried to attack her, but she had succeeded in fighting them off for now. That was her strategy right now. To fight water with water. Sea Breeze just needed to get beyond the border of Equestria. That was the only safe spot on her mind. Not that it would be easy. There was still a lot of ground to cover. Taking a deep breath, the pegasus leaped into the air.


Night Rain silently thanked the weather ponies it was heavily raining. Had it been sunny, she wouldn’t have been able to escape in the broad daylight. Being a vampire had its disadvantages.

Of course, being a vampire had its advantages as well. Better endurance, better fighting skills, and an epic full vampire form.

It looked like those fighting skills would come in handy now. Night looked down from her place in the sky and saw one of the black creatures forcing an unlucky pony under the water covered streets of Ponyville. Night couldn’t leave the pony to his fate, so she changed her angle of flight to a hard dive, straight at the black equine.

All Night could see for a few seconds was the flurry of the creature’s grey mane and the seaweed that was woven in as she came down hard on the creature’s broad back. Night felt the creature’s back buckle under the force of her dive. The stallion the that was being held under the water by the equine came up to the surface, gasped in some much needed air, and scampered off.

Night watched the stallion flee, then looked down. She wouldn’t be surprised if she had broken the creature’s back, because it couldn’t seen to move anything below her impact point. Satisfied with her job, she took off back into the stormy sky.


Bartholomew Steelclaw dug through the earth’s hard stones. He managed to dig a tunnel without having to worry about water rushing through it and catching up to him. Most Diamond Dogs weren’t very good swimmers, after all. After a while, he had lost track of how far he had dug. But Bart knew he couldn’t stop now. The brown and white Diamond Dog had seen what horrors the waters had brought. He just hoped the rest of his clan was far enough away to be safe. Bart didn’t know how much farther he had to go, but he knew he had a long way to go in order to escape the terror.


Hell Fire knew he couldn’t win against these creatures. Water would always beat fire, which was his specialty. The coal-black unicorn sat in his house, formulating a plan. Sooner or later, the creatures would burst into his house. When they did, Hell Fire would persuade them to take him to their ruler. With luck, they would oblige, and if they did, he had something bigger planned.


Digit Forge dug his claws into the cliffside. The slick rock made it difficult to climb, but the tan yellow dracony unicorn had help from his utility belt, and his goggles protected his eyes from the pouring rain. Eve had been out exploring when the water came rushing down from the direction of the forest mountains. He had jumped onto the cliffside in order to avoid being swept away by the water.

Forge finally reached the top of the cliff. There was no water covering the ground up here, so he had an easier trek ahead of him, but he wasn’t sure where to go. Ponyville was slightly south of his location, and if the flood had reached them, the town was sure to be flooded. He decided to go there to help the ponies in trouble.

Just as Digit Forge started on the path to Ponyville, a black shape lunged towards him and bit him on the shoulder. Eve let out a sharp neigh, but he knew his scale-like fur would protect him from major harm as he scrambled to get free. Eventually the creature let go of him and he turned to face what he was up against.

It was a black equine slightly larger than the average pony. If Forge had to guess, it was about the height of Princess Luna, if not a bit taller. Its long grey mane had strands of seaweed braided in, as did the feathers just above its hooves. Dark green eyes stared menacingly at him, and Eve Corona stared right back. He knew he could beat this thing, whatever the hell it was. The dracony had a few tricks up his sleeve. Blaze took a deep breath, readied himself, and charged.


Chaz encased his fist in ice and punch the attacking animal right in the center of the chest. The icicle spears that had formed on his paw dug into the creature’s flesh, drawing blood. The equine backed away, startled and in pain. Chaz saw this as an opportunity to escape to higher ground, wherever some may be. There was none in sight, but the brown wolf had to get out fast. We was getting weaker from how much strength he was using, mainly to fight off the attacks that came his way. His ice power was running out of strength. Using what was left of his power, he hit the creature hard in the head with his ice fist. The animal fell to the ground unconscious. Chaz almost collapsed out of pure exhaustion, but he fought to stay conscious. He needed to leave. Turning away from the body of the dark equine, Chaz ran.


Melody soared through the pouring rain and booming thunder. She wasn’t sure where she was going, but the lavender pegasus and everyone she had been with earlier knew that anywhere was better than outside. They had split up and each gone in their own direction, herself heading toward the location of her house.

She landed on the ground to catch her breath, but then realized that she wasn’t safe on the ground anyway. She had seen multiple ponies get dragged down under water by black figures that she couldn’t get a clear glimpse of. Taking a final breath, Melody leapt back up into the air, not noticing the doll that clung desperately to her tail.


Fang kicked one of the black animals in the ribs, hearing the sharp crack of breaking bones. The white earth pony stood on his hind legs, ready to strike again. He was skilled at martial arts, training for years.

The creature stood up again, but it struggled to breathe. It’s sides heaved with pain, and its breathing was raspy. Fang knew he had injured it badly, but it was still putting up a fight. Deciding to finish his fight up quickly, he charged and kicked the equine in the head, knocking it unconscious. He stayed for a second to make sure it was still, then turned and left the scene.


Sponduli Moolalli turned down an empty ally way the back roads of Canterlot. The chestnut earth pony risked stopping to catch his breath. Being a bit overweight and trying to distance run didn’t go well together. Not that he cared at this moment, however.

The ally way was still flooded, though not as much as the main streets. Looking out from his hiding place, Sponduli turned to make another run for it. Seeing that the coast was mainly clear except for a few running ponies, he left the safety of the ally and ran onto the main street.

All was going well until Sponduli heard the loudest bang had ever heard in his life. He looked up to the sky, along with every pony around him. What they saw was Princess Celestia surrounded by a ring of magic. The Canterlot ponies where to distracted looking at the Princess of the Sun to see Princess Luna descend to where they were. She looked tired and strained. Sponduli looked around at they other ponies, who all had curious expressions on their faces. what was going on? Finally, after regaining her composure, Princess Luna spoke.

“Ponies!” Luna gasped, breathing heavily. “Equestria is being invaded! We do not know who these enemies are, but they will stop at nothing to overtake us. Our sister and I have not yet seen all that these creatures are capable of, but We know that they have great power over water, and I fear that they are winning!”

Every pony gasped as another loud bang was heard from the direction of the sky. Sponduli, glanced back up, but saw nothing to the stormy clouds. He turned back to the Princess of the Moon.

Luna continued her announcement, now standing at her full height. “I know you all must be scared, but please be brave, my little ponies! You must escape from here, and get beyond the borders and Equestria! I trust you will make the right choices. I will not keep you waiting here! Our sister and I hope to see you all safe when this is over. Farewell!”

Sponduli watched the Princess of the Night fly back in the direction of her sister. He stood in the middle of the street, trying to absorb all of the information Luna had announced. Survival was important. The business pony quickly decided what he was going to do. He was going to escape Equestria.


Reneighah finished collecting the herbs she needed from the Everfree Forest. The zebra put the plants in her saddlebag and prepared to go back to her home. She found her way back to the wide trail that led back to town and started the walk back. She was ready to get home, for Reneighah was wet and somewhat annoyed that the weather ponies had chosen today for a rain shower.

It took the zebra a few minutes to notice that the path was wetter than usual. Sure, it was raining rather hard on the dirt path, but usually the ground wasn’t so…puddley.

Reneighah brushed the thought to the back of her mind, but it stuck with her while she continued her journey back to town. She tried to convince herself that it was just a little extra water from the storm, but the blue-eyed zebra still had an antsy feeling in her stomach which only grew stronger when she saw a pony running towards her on the path.

Upon closer inspection, Reneighah saw that it was an oxford blue pegasus mare with a white mane and tail. She was extremely muddy, and her right wing hung loosely by her side. The mysterious pony slowed her pace when she saw Reneighah, and eventually came to a halt in front of her, pausing to catch her breath. That was when Reneighah noticed why the pegasus’s wing looked off. There was a large wound at the base, and a couple of feathers missing. The zebra started to speak, but the other pony spoke first.

“You shouldn’t go there.” She said, still trying to catch her breath. “There’s something going on. I don’t know what it is, but I think it’s an invasion.”

Reneighah wasn’t sure of how to react to this. Should she believe this pony she didn’t even know? She said the first thing that came to her mind -

“Are you sure? Can I trust you?”

The pegasus nodded, now looking eye-to-eye with the zebra. “It’s total chaos. Please…if you want to survive…..come with me. I’m going to the Crystal Mountains. I’ll explain everything on the way.” She held out her hoof.

Looking into the pegasus’s midnight blue eyes, Reneighah could tell she wasn’t lying. The zebra hold out her hoof, hesitantly at first, but slowly moved her hoof to meet the pegasus’s. “Then let’s go.” Reneighah said, and she and the pegasus turned back the way the blue-eyed zebra had come, and started to run.

“By the way, I’m Reneighah. What’s your name?” She said, looking over at the other mare.

The blue pegasus looked at her with a half smile. “Wolf. Whitewolf Stormrunner.”


Berripad heard the crash of something breaking behind him. Probably another flowerpot that some pony was stupid enough to leave outside. Not that he cared. The way things were going, flowerpots were the last of his worries.

Not that Berripad cared about anything else right now. All that was on his mind was not getting drowned by whatever those things were. The cream earth pony had been quite lucky so far, as he hadn't run into one yet. He’d caught glimpses of other ponies being held underwater by the black equines.

Another crash, but Berripad didn’t bother looking back. It didn’t matter what he broke in his escape run. All that mattered was him getting out in one piece. He turned, leaving Ponyville and out onto the open space. The water level was lower here, but not by much. A plan formed in Berripad’s brain. He decided to get to a place where the water level was normal. In other words, the Everfree Forest. He turned and stopped to gather his wits, took a deep breath, and for his life.


Zodiac Cosmos turned and looked at the land he once called home. The blue alicorn stood atop a cliff, looking over Canterlot. He’d been watching Celestia and Luna battle the invaders, but they seemed to be fighting a losing battle. They’d disappeared somewhere out of Zodiac’s sight, and he hadn’t seen them since. He knew he should move and leave for a safer place, but he wanted to make sure the Princesses were okay.

Minutes passed. Thunder boomed above Zodiac’s head, but he didn’t flinch. Suddenly, a column of yellow light pierced the dark sky. Zodiac breathed a small sign of relief. The Princesses seemed okay for now. Turning away from Canterlot, he faced the mountainous range of the city. Spreading his wings, he took off into the night sky, away from the broken land.


Sirocco flew. She flew even though her energy was running out. The rain had since turned to snow as she crossed the border into the icy land of the Crystal Empire. Heading towards the Crystal Mountains had become much harder in the blizzard. Sirocco knew she couldn’t take a rest, for if she did, she might never wake up again, and perish in the cold snow. The black pegasus knew that would defeat the point of escaping. Finding some newfound strength, she pushed her way through the snow onward to the mountains.

She’d come back one day. The day where she would fight for Equestria.

Chapter 1: Neue Anfänge

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Cold morning sunlight pierced through the small cave hidden in the Crystal Mountains. The light bounced off the multicolor walls, creating a spectacular display of soft colors on the floor and the black shape hidden in the shallow back of the cave. Sirocco lifted her head to greet the morning sky, taking in a deep breath of the cold mountain air. The pegasus slowly stood up and stretched her muscles, which had stiffened up during the night. Flipping her black and cyan forelock out of her right eye, Sirocco left the safety of the small cave, ventured out into the powdery snow, and began her journey once again.

Sirocco wasn’t truly sure what the true purpose of pointlessly walking in the mountains was. She hadn’t seen another pony in days…or was it weeks? Had a month passed already? Shaking her head, the black pegasus threw the thoughts of time out of her mind. She still felt confident that there were other ponies out here that had escaped the invasion. The feeling still existed, but it faded with each day that passed.

The pegasus decided to take a small break. Sitting on a large rock, she gazed upon the mountains. The sun was still rising, casting its bright rays on the colorful crystal formations that jutted out of the side of the mountain rocks. The light then bounced off the crystals, creating beautiful rays of color that seemed to cover the whole mountainside. The old school textbooks weren’t lying. The Crystal Mountains were truly a sight to see in the stillness of the morning.

Once the sun had completely risen, Sirocco stood up, stretched her wings, and took off into the cloudless blue sky. She looked down, scanning the snowy landscape below. Rocks broke the stark white with specks of chocolate brown and earl grey, like a kind of cookie.

After what seemed like a few miles, a flash of dark blue flashed across the black pegasus’ eye. She paused, taking a moment to look down. A small speck of blue moved on the ground. Looking closer, Sirocco could see another shape with it, but this one was white with black stripes. Descending slightly, the pegasus could see that they were ponies. Sirocco felt a small rush of adrenaline. This was her first time seeing other ponies since the invasion of Equestria. Excitement filled her chest, and she smiled for the first time in weeks. She lowered herself down the the snow, landed, and trotted as best she could to meet them.

When Sirocco drew closer, she could clearly see that the blue pony was a pegasus with a white mane, tail, and main flight feathers. Her cutie mark was three wolves howling, though only one was a full body profile facing towards her tail. The other two were heads, facing in opposite directions.

The other pony, not much to Sirocco’s surprise, was a zebra. She had the normal coat and mane pattern of black and white, as well as bright blue eyes.

Trotting through the snow, Sirocco slowed her pace as she came close enough to better see the two companions. The black pegasus noticed the blue pegasus had a bandage around her right wing, and looked extremely tired. The zebra appeared to be carrying brown saddlebags and helping the pegasus.

Sirocco approached the two ponies. The pegasus flinched back, but the zebra stepped forward in a defensive stance, her eyes locked on Sirocco, who stopped abruptly and said the first thing that came to her mind-

“So, uh….I take it you’re from Equestria too?”

The zebra relaxed upon hearing the question, closing her eyes and nodding her head yes. She took a step forward, took a breath, and spoke.

“Yes, we are from Equestria. My name is Reneighah, and this is Whitewolf Stormrunner,” she said, motioning towards the pegasus, who nodded. “We escaped during the invasion through the Everfree, then came around the Rambling Rock Ruins towards the Crystal Mountains. And who are you?”

“Me? I’m Sirocco. I came here when….whatever those things are….invaded. I don’t even know how long I’ve been out here. You guys are the first ponies I’ve seen for a significant amount of time.”

To Sirocco’s surprise, Wolf spoke up first. “You are the first pony we’ve seen, too.”

Reneighah nodded. “We assume there are more who have escaped, but they must be in hiding. The only other ponies we have seen have been in the cities and towns. I propose we search for more escapees and band together.”

As both Wolf and Sirocco nodded in agreement, a sharp wind began to blow. Dark clouds began to form overhead, and flecks of snow began to fall.

“Come with me.” Sirocco said, turning around. “I found a cave to stay in not far away. We can talk there. I know we just met a few minutes ago, but I’ll trust you if you trust me, okay?”

“We will” Renieghah said, while Wolf nodded. The zebra stepped back to be at an even pace with the blue pegasus, who slightly leaned on her shoulder for support.

Sirocco turned around and saw the two ponies struggling to walk through the snow. Falling back a bit, the black mare took her place on the other side of Wolf, helping her through the white snow.


Sirocco watched as Reneighah dropped her saddlebags in the cave floor. The three ponies had finally reached the cave after what seemed like an eternity in the storm, which had gotten considerably worse. Snow was blowing in all directions, and the wind howled with it.

“So now that we’re here, how will we find other escapees? We can devise a plan while the storm keeps blowing.” Wolf said, lying down at the back of the crystal cave.

Reneighah sat down next to the blue pegasus, across from Sirocco. “Well, I’m sure you both know that all species of ponies have their own magic, correct?” the zebra said, looking to both pegs, who nodded. Reneighah continued. “Ponies, as well as other life forms, have magic, though it is only clearly visible through unicorns. I think we can use this magic to find other escapees.”

Both Whitewolf and Sirocco had confused looks at the mention of the last sentence the zebra had said. Wolf opened her mouth to say something, but Reneighah held up her hoof.

“I know it sounds weird, but with the supplies I have, I think I can make it work.” She continued, pointing to her saddlebags, which had herbs, bowls, and mixers spilling out of it. “I can make a brew that will allow us to sense the magic of other ponies. If there are others in close enough proximity, we will find them. I don’t know how long the effect will last, but it’s worth a shot. We’ll have to wait until the storm is over, but that will give me time to make the potion.”

The storm lasted long into the night. The howling wind made it difficult to sleep, but the two pegasi still somehow managed to doze off, followed later by the zebra when the potion was done and sealed in a jar.


By morning, the air was peacefully quiet. The sun’s ray pierced the cave floor like they always did, lighting it up with bright colors. Sirocco yawned, pulling herself up from her resting place on the floor. Rubbing her eyes with her hoof, she saw that Reneighah and Wolf were already awake, putting the finishing touches on the potion. The zebra turned and motioned for the black pegasus to come over by the crystal rock that was being used as a makeshift table. Once Sirocco had sat down at the table, Reneighah spoke.

“This potion will let you track the magic of another living creature. When you are close to a life form, you will feel a general tug in its direction. The stronger the tug, the larger the life form is. It only lasts about three hours max, so we must hurry. We’ll spread out towards Neighagra Falls and the Crystal Empire, but we can’t get to close to civilization. Wolf, I’ll go with you. We’ll search the ground. Sirocco, you’ll search the air. We’ll meet back here with any escapees we find. Are you two ready?”

Both ponies nodded. Reneighah pulled the cork out of the jar, took a sip, and passed it to the pegasi. Wolf drink her share, then Sirocco took the remaining amount. The liquid felt warm going down her throat, a welcome change from the surrounding cold. She passed he jar back to the zebra, who placed it back in the saddlebags.

“The three hours start now. Let’s go!”


The sky was relatively clear, save for a few clouds dotting the blue atmosphere. It had been around thirty minutes since Sirocco had left the cave in search of other ponies. In all honesty, she was getting kinda bored. The scenery looked the same everywhere, it was still super cold, and the only colors that crossed her vision were white, brown, and the occasional multicolor crystal. The pegasus was beginning to think this was a lost cause when she suddenly felt a small tug.

Hovering in the air, Sirocco tried to pinpoint the direction of the tugging. She turned in every possible direction, until finally settling on going right, where the tug felt the strongest. Once she felt that her course was set, Sirocco sped off over the horizon, until the tugging began pointing downward. Descending, the pegasus landed on a snowy slope, scanning the landscape for even the slightest change in color. She soon found one.

A small amount of purple broke the stark white of the mountains. At a brief glance, one could mistake it for another crystal. Upon looking closer, however, Sirocco discovered that it was in fact a light purple pegasus pony, half buried in the snow.

Sirocco trotted as best she could in the knee-high snow towards the purple shape. It appeared to be sleeping, though how it managed that was a mystery. When the black pegasus was close enough, Sirocco reached out a hoof and poked the pony.

When the shape didn’t move, it occurred to Sirocco that she was probably outside last night during the blizzard. Her eyes widened in realization, knowing that she had to act quickly. She assumed the pony was still alive, since Sirocco found her from her magical energy. It was basic knowledge that magic stopped flowing after a life form’s death. The pony was alive, but only just.

Brushing the snow off the pony, it was revealed that it was a light purple pegasus mare with a dark purple mane with blue stripes. Her cutie mark was a microphone with two music notes behind it.

Not sure of what to do, Sirocco franticly looked around the landscape, spotting a small cluster of large rocks, forming a small little shelter area. Straining to lift up the unconscious pegasus, Sirocco moved her towards the rock pile. She would place the pegasus there, until she had time to came back for her. The rock pile looked sturdy enough, anyway, and would provide some protection from the snow.

While she was moving the pegasus, Sirocco heard a soft plop, like something had fallen. Looking down, she saw a small wooden doll pony lying in the snow. Quickly moving the pegasus under the rocks and finding a comfortable spot for her, the black mare went over to pick up the doll and return it to the pegasus, as it must have been hers. Looking over the doll, it resembled a brown earth pony mare with long blond mane. The painted on cutie mark was a simplistic eye outline. Sirocco found it strange that the purple mare went through the trouble of bringing this thing, but it probably had something of importance to her. She shrugged and was about to place the doll back with the pegasus when she heard a small voice.

“I don’t belong to her.”

Sirocco jumped upon hearing the words, as she was sure no pony else was around, and it couldn’t have come from the pegasus. That would mean that the voice somehow came from the doll.

That thought was all Sirocco needed to flinch back on drop the doll on the ground. It landed with a soft thud on the frozen earth, landing on its side. After hearing nothing for a few minutes, Sirocco began to think it was her mind playing tricks on her and moved to pick up the doll. She was about to lift it off the ground when the heard the voice again, though softer this time.

“Sorry for scaring you. I know this can be a little unsettling, but you would have found out sooner or later. Can you put me down please?”

The pegasus obliged, not fully sure of what she was doing. Was this doll really talking to her? Glancing down at the doll, she saw that it was in the process of standing up on its feet. Finding balanced, the doll looked up into Sirocco’s eyes, and spoke once again.

“My name is Figureen, and yes, I’m a doll. I hitched a ride with this pony, who brought us here, to the Crystal Mountains.” She looked over the sleeping mare. “I do hope she wakes up soon, she’s really quite sweet…”

Sirocco shook her head, trying to figure out what to say. “So you’re a…living doll?”

Figureen nodded, looking back at the black pegasus. “Yes. Strange, I know, but you’ll get used to me, I hope, should you choose to stay here.”

“Stay here? I would, but I can’t…I’m trying to search for other escapees right now, but I’ll come back, I promise.”

The doll nodded again, and turned towards the purple pegasus. “I’ll stay with her, in case she wakes up or anything else happens. Just don’t forget to came back for us.”

Sirocco turned and exited the cave. “I will,” she said, before taking to the skies once again.


Some time passed before the pegasus felt another tug. She was still in the mountains, but based on her rather limited knowledge of geography, Sirocco guessed she was getting close to Neighagra Falls. This time, the tug turned her left before descending to the ground. Landing, Sirocco again studied the landscape for a sign that a pony was there.

A quick flash of silver crossed the mare’s eyes before hearing the tussle of a few plants behind her. She looked back, seeing nothing. Upon returning her head back around forward, she was met by the long slender end of a unicorn horn inches from her face. Stepping back to see who was in front of her, Sirocco saw an alicorn mare with a silky silver coat and flowing golden curly mane. Her cutie mark resembled a starburst. Bronze eyes showed anger when Sirocco made eye contact with the pony. After a few minutes a unnerving silence, the alicorn spoke first.

“You’re not one of them, are you?”

Sirocco rapidly shook her head no. “If you mean those water horses, then no, I’m not! I’m just a regular Equestrian!”

The silver coated mare held her position for a few minutes, then slowly lifter her horn away. “My apologies, then. From a distance I thought you might have been a Kelpie.”

Confusion spread across the black pegasus. “A Kelpie? You mean those black horses?”

The alicorn nodded. “I’m not one hundred percent sure, but I think that’s what they were. Almost everything adds up to the description of the species.” She paused. “I’m Maryana, by the way. I used to live in Canterlot Castle learning from Princess Celestia and Princess Luna…until they came.” Her bronze eyes moved downward to glance at the hard earth. The next thing she said came out soft and whispery. “I don’t even know if the Princesses are still alive…..”

“I’m sure they are! The sun and moon are still on their regular cycles, so Celestia and Luna must be alive!”

To Sirocco’s surprise, tears started to fall from Maryana’s eyes, and her voice started to shake. “That does not mean they are alive. The cycles of the sun and moon don’t tell you that. Celestia once told me that even if her and Luna were to ever die, they would cast an eternal spell to keep the celestial bodies in order.” She rubber her eyes with her hoof. “Sorry…I’m just so scared…I didn’t wish for this to happen.”

A black wing wrapped itself around the sobbing silver alicorn. “None of us did.” Sirocco said, shedding a few tears of her own. “None of us wanted it, but that’s how it ended up. But we’ll fix it, I promise. Some new friends and I are gathered farther up in the mountains. We don’t know what exactly we’re going to do, but we will try our best to take our home back. Would you like to come join us?” She whispered, pulling away from Maryana.

“I would like that. I’ll do anything to make Equestria the way it once was, no matter what the cost.” Maryana responded, forcing herself to look up and smile. “Well, what are we waiting for? Let’s go.” Silver wings spread as she took off from the ground, hovering a few feet above the black mare, who did the same.

“Alright, but I have to make a quick stop for some pony else. I found her and something else out in the snow, so I’m going back for them.”

Maryana gave a small solute. “Lead on, soldier.”


Finding the rock pile took a while, but the two ponies finally managed to find it. Landing outside the entrance, Sirocco cautiously entered while Maryana waited outside.

Expecting to see just sleeping pegasus and doll pony, it shocked Sirocco to not only see the pegasus awake, but a brown wolf laying down next to her. Recovering from what she just walked into, Sirocco instantly became defensive until the purple mare spoke to her.

“It’s okay! I know who you are. Figureen told me what happened.” She said, her voice sounding sweet and melodic. Her hoof moved to a spot on the ground where the wooden doll sat, watching intently.

The mare spoke again, this time pointing to the wolf, who had a curious expression on his face. “This is Chaz. Figureen said he wandered into the cave shortly after you left. She was wary of him at first, but when laid down next to me to warm me up, she figured it was okay to trust him. I was scared when I woke up and first saw him, but he’s actually a real sweetheart.” She smiled. “I’m glad you found me. Now if Figurine is right, I hear your looking for other escapees?”

Sirocco nodded. “Yes, but I’m heading back to the home cave now. Can you fly? My companion or I will carry Chaz and Figureen. By the way, what’s your name? I don’t think you said what it was.”

“Oh, my name is Melody. I can fly, and I’ll carry Figureen.” Melody responded, picking up the doll pony, who then climbed onto her back and held onto her mane. “You can get up now, Chaz.”

Chaz the wolf stood up and moved over to where the other ponies were standing. “I’m ready to go!” he said, smiling.

“I’ll carry you, Chaz.” Sirocco said, before turning around and exiting the cave with the rest of the company to meet Maryana waiting outside, who trotted forward to meet them.

“I’m Maryana. Sirocco told me about you guys,” the alicorn said, extending a hoof, which Melody shook.

“I’m Melody. Nice to meet you!” she said, before turning to the black pegasus, who had a wolf currently on her back. “Are we ready to go?”

“Yep!” Sirocco responded, spreading her wings and taking off into the cerulean sky, the others following suit a few seconds later. Once the pegasi had met up in the air, they turned and headed towards the crystal cave.


Upon landing, Sirocco noticed that Reneighah and Wolf had already returned and were waiting outside the cave to welcome the newcomers. They waved when they saw the party land and approach the cave.

Sirocco waved back, and motioned for the others to follow her. “Everyone, this is Reneighah, and this is Whitewolf Stormrunner.” she said, pointing to the two ponies. “Reneighah and Wolf, this is Maryana, Melody, Figureen, and Chaz.” Sirocco switched hooves and pointed to the new refugees.

The zebra stepped forward. “Welcome, everyone. We are glad you had the chance to escape Equestria, and have here to join us. We too have just returned from a search party looking for other ponies, who are currently inside the cave. Please, come inside.”

The ponies, doll, and wolf made their way into the cave, where four other ponies turned their heads to look at the newcomers.

Reneighah cleared her throat. “Everyone, this is Sirocco, Maryana, Melody, Figureen, and Chaz.” the zaba announced, motioning to the respecting pony and wolf. “And you guys, this is Sea Breeze, Fang, Digit Blaze, and Nerdz.”

Sirocco looked over the four ponies. Sea Breeze was an aquamarine pegasus mare with a light blue mane and purple eyes. Sirocco waved, and Sea Breeze waved back.

Sitting just to the right of and talking to Sea Breeze was Nerdz, who had a pink coat with small purple flea bits specking the pink. Her purple mane was pulled back in a dark pink headband. She didn’t appear to have a cutie mark, but then again, she did seem a lot younger than the other ponies.

To Sirocco’s suprise, Digit Blaze was a kirin, or dracony, as some ponies liked to say which was a cross between a pony and a dragon. His mother or father had to be a unicorn, because a slender unicorn’s horn sat on his head. His coat was a brilliant amber, and his blue eyes sparkled in the dying sunlight.

Fang was a white unicorn stallion, making conversation with Blaze. A short dark blue mane and tail fell loosely around him, while his brown eyes were focused in the kirin next to him. His cutie mark was a horseshoe with blue flames surrounding it.

Reneighah turned back to Sirocco. “We actually have a fifth one coming, but she said she had some things to do before she joined us. Her name is Night Rain, and she said she’d arrive sometime late tonight. I’ll stay up to wait for her. In the meantime, we’re all settled in for he night, and it looks like your new friends are getting acquainted nicely. Well, if that’s everything, you’d better get some sleep. You’ll need it for tomorrow, anyway.” And with that, the zebra sat at the mouth of the cave to wait for the last pony.

After staying up and bit longer to talk with some of there other new ponies, everyone, including Sirocco, found a spot on the ground and curled up to go to sleep. Most every pony slept by themselves, but Sirocco couldn’t help but notice that Melody and Chaz where laying next to each other, just like when she had found them earlier.

“One day, we’ll have our own beds again,” the pegasus thought as she drifted off to sleep.

“Someday.”

Chapter II: Kōdō no Keikaku

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Morning came all too quickly for the ponies and wolf gathered in the small crystal cave, though the bright sun was hidden behind thick gray clouds so that it felt like evening. Sirocco awoke to a pink hoof poking her in the side. Still half asleep, the pegasus futilely attempted to swat the hoof away, only to hear Nerdz’ voice give her a rather annoyed wake-up call.

“C’mon, can you please get up? Everyone else would like to discuss the plans for what’s going to happen now,” The earth pony said, waking away to join the group, who had gathered around the makeshift rock table.

Rubbing the sleep from her eyes, Sirocco stood up, quickly stretched her limbs and wings, yawned again, then made her way to a small open spot at the table next to a black pegasus mare she didn’t recognize. Along with her black coat, she had a cyan mane with a purple stripe. She also had a red stripe in her mane, but only on the right side of her forelock. Her cutie mark resembled a gray half-moon with two blue lightning bolts coming out of the bottom. Sirocco assumed this must be Night Rain, as Reneighah mentioned she’d be coming late. Sirocco smiled, and Night gave a small smile back.

“Ahem.” Both pegasi swiveled their heads to glance at Reneighah, who was standing at her spot across the rock table. “Now that we are all awake and at the table, Maryana and I have been discussing what we could possibly do now. We have decided that we don’t want to stay in the Crystal Mountains for much longer, so we have a few places were we could move to.”

“But why should we move out of the mountains?” Night Rain spoke up, aggravation in her voice. “this is the only place that seems to be safe from those water horses, and you want us to leave?”

Reneighah held up her hoof. “We are moving because one, it’s only going to get colder, two, there’s not enough food up here, and three, we want to do something besides sitting around doing nothing!”

Night flinched back a bit after hearing the zebra raise her voice. “Sorry, geez….”

“Anyway, we have a couple options.” Reneighah continued, ignoring Night’s apology. “Our closest non-civilized place would be Neighagra Falls, but Galloping Gorge is an option as well, as well as the areas surrounding these places. We want to avoid the Crystal Empire, Manehatten, and Vanhoover at all costs, unless going there is unavoidable. As soon as this meeting is over, we’re moving out, but we will vote on were to go first.” She paused. “All in favor of moving to Galloping Gorge, raise your hoof.”

Nine hooves were raised into the air, already giving Galloping Gorge the majority vote, as there were only eleven ponies and one wolf.

“Thank you.” The zebra said after the votes had been counted. “Galloping Gorge it is. Since the location is about a week’s journey from our current location, we will stop and try to stock up on supplies in Yakyakistan, which is out of the Kelpies’ range. However, before we leave, Maryana would like to inform you about the water horses, better known as the Kelpie race, and there are a few final words afterword. Maryana, if you would.” Reneighah said, sitting back down as the silver alicorn rose.

“Thank you. The water horses that have recently taken over Equestria are known as Kelpies, a race of equines with powers over water. They have long been thought to be extinct, since the last documented sighting was just after the banishment of Nightmare Moon.

“Kelpies are similar in biology to regular horses, with the added traits of water powers. This includes being able to breath under water, water manipulation, and knowledge of basic magic, though spells can only be performed by Kelpie royalty, who posses seashell-like unicorn horns on their foreheads.

“Kelpie appearance is relatively the same all around, as their coats can only be black or dark green, and their manes and tails can only be light grey. They are known for being very aggressive, and will not hesitate in cannibalizing their own kind should food be scarce. Kelpies are omnivorous, though they lean towards the carnivorous side of the spectrum, but will eat vegetation when meat is scarce. Most ponies know the legends of Kelpies luring and dragging creatures to their doom, which are all true. They are excellent fighters, and can beat most species, barring certain species of dragon.

“However, while they seem unbeatable, they have a few key weaknesses. The main Kelpie weakness is that they have to be in contact with water at all times, even is it is only a few drops, which is one reason why they weave seaweed into their manes. If a Kelpie is away from water for too long, it will eventually die. While Kelpies are excellent fighters, they lose a major advantage being away from water. Another weakness is their own pride, vanity, and arrogance. Like dragons, Kelpies do not like being insulted, and often will fight sloppily when they are mocked or made fun of, allowing them to be more easily defeated.” Maryana finished, taking a deep breath. She took a small bow, then sat back down.

Reneighah stood up again. “Now you have a better idea of what we’re up against, this is where our final proposition comes in. For those who wish to take back our home, raise your hoof!”

Every hoof and the one paw rocketed into the air.

Reneighah didn’t bother to count the votes, as the vote was the same for everyone. “Alright then, we will train hard and fight for Equestria!” She reared, raising a hoof in the air for confidence. Falling back down, she concluded the meeting. “We have give you a few minutes to get ready to leave, and then we will make our way to Galloping Gorge.”

Everyone dispersed from the table, scattering around the cave. Sirocco stepped outside for a breath of fresh air, and to check the weather. Dark grey clouds covered the normally blue sky, with a few fresh snowflakes falling here and there. Out of the corner of her eye, the pegasus noticed Reneighah step outside as well, observing the oncoming snowstorm. Turning around and clearing her throat, she announced to the ponies and wolf in the cave that it was time to go. Collecting her items and placing Figureen in her saddlebags, the blue-eyed zebra moved out of the crystal cave out into the open, with Sirocco and the rest of the company following suit.

Reneighah was at the head of the party, navigating the rocky mountain trail. It was a rather uninteresting walk, as the only scenery was snow, rocks, and the occasional crystal formation. The sun was hidden behind the dark clouds, refusing to show itself. Snowflakes had begun to fall, but slowly. The group walked in silence, the only sounds coming from the crunch of snow under the feet of the group.

A few ponies tried to make conversation, but the talks didn’t last more than a few sentences. The topics were basically identical for every exchange of words, but Sirocco learned more about her pony comrades. Before the invasion, Maryana had been studying magic under the princesses, Nerdz might actually be a pegasus, Whitewolf Stormrunner had been raised by the Great Deer Folk of the Everfree Forest, and Figureen had sat on a shelf in an antique store, just to name a few.

The nonexistent trail to Yakyakistan was a rough journey. The ponies and wolf had to trek through snow up to their bellies, make their way across narrow rocky paths, and not get separated from the group in the snowstorm, which had picked up quite a bit since the group left. Fluffy snowflakes were now coming down at a rapid pace, limiting visibility to only a few feet.

The travelers struggled to move forward, the wind pushing into their faces. Everyone huddled together while they walked, trying to keep warm, though most ponies had already started to lose hope. The blizzard showed no sign of stopping, and they were probably lost amidst the snow.

Maryana lit up her horn, motioning to the other unicorns to do the same, who promptly channeled magic into their own horns, giving off small glows of light. She squinted, trying to see something off in the distance. She turned back to the group, a grin on her face.

“Those lights in the distance might be from Yakyakistan! If we can make it there, we can rest and get supplies! Just be aware the yaks are kind of, um, loud, so just let me do the talking once we’re there!”

That filled the group with new determination, and the travelers had a new light in their weary eyes. Maryana walked up to Renieghah, who nodded and let the silver alicorn take the lead. Putting more energy into her spell, a wave of golden light passed around the ponies and wolf, filling them with warmth, not unlike drinking a hot drink after a walk in the cold.

The walking pace increased significantly, and it felt like no time had passed at all once the group arrived at the gate to Yakyakistan. Maryana led the tired travelers past the gate, officially entering Yakyakistan. Sirocco glanced around, curious of the sights of this new place and culture. Lanterns lined the streets, outlining them with a soft yellow glow. The visible houses were constructed out of wood, bearing ornate designs and patterns. The yaks themselves wore solid color shawls and lots of jewelry, ranging from bracelets to earrings, though some had gold plating on their horns as well. Yak calves ran in the snow, chasing after one another.

The yaks in question had stopped what they were doing and had turned to look at the odd and out-of-place group of (mostly) ponies. Sirocco wasn’t surprised, ponies never visited Yakyakistan, it was extremely out of the ordinary for a pony to be here anyway, much less group of about twelve ponies and one wolf who had just come parading their way into the yak village.

After what seems like hours, Maryana stopped in front of what had to be a small castle, built out of wood like the rest of the houses and buildings. It resembled a large barn, with the same intricate patterns adoring the wood. The guards in front of the castle gate crossed their golden spears, denying entrance to the ponies. Maryana seemed to have anticipated this, as she didn’t flinch like most of the other ponies did. Instead, she calmly spoke to the guards.

“We wish to speak to Prince Rutherford. I know yaks and ponies only recently opened their borders to each other, but we come in peace. We are just a band of travelers wishing to return to Equestria, and we stopped here to rest and possibly get supplies. We wish to stay only for the night, we will leave first thing in the morning.”

The guards glanced at each other, then parted their spears and turned to walk beside the group of ponies. The gate parted, revealing the castle courtyard, everything covered in white snow. One of the guards opened the door, warmth coming out to meet Sirocco and the others. The interior of the castle was quite cozy, with exquisite tapestries draped over the walls, which were made cinderblock, the wood must have been only on the outside of the building.

Prince Rutherford sat on a wooden throne, flanked by more guards. Maryana approached the yak prince, a somewhat nervous look in her eyes. She bowed, and the rest of the group did the same, showing their respect for the yak prince. Maryana stood back up to her full height, cleared her throat, and addressed Prince Rutherford.

“Humble greetings to you, Prince Rutherford. We have come here seeking shelter and supplies. Equestria has fallen to an enemy race, and we are the only known escapees. We are on a mission to reclaim our home, and it would be our great honor to stay here for the night, and stock up on supplies. Please consider helping us,we are in debt to you.” the silver alicorn bowed again, this time not rising, the ponies following suit.

Sirocco snuck a glance upward, though unable to tell Rutherford’s expression as his shaggy mane fell over his eyes. After several tense minutes, he spoke.

“Ponies and yaks friends! Yaks will give ponies food, and ponies may stay in the guest room!”

Maryana rose again, smiling. “Thank you, Prince Rutherford. We are forever grateful.” she said, moving forward to follow the guards, who had motioned for the group to follow them.

The castle was larger than it seemed, and Sirocco would have gotten lost if not for the guards leading them to where they were going to stay for the night. Pushing open a door, the ponies were greeted with a large room with two beds, a small desk, plenty of floor space, and a roaring fire on the wall opposite the beds. Maryana thanked the guards once again, then entered the room, Sirocco and company following her lead. While Reneighah removed Figureen from her saddlebags and placed her on the desk, Nerdz, Wolf, Chaz, Melody, and Sea Breeze all jumped on the beds, which were revealed to be rather plush.

“So who gets to sleep in the beds?” Chaz asked, already snuggling into the soft blankets.

Reneighah shrugged. “That’s for you guys to decide. I’m sleeping on the floor, so I don’t really care.”

“I’d get lost in the sheets, I’d rather sleep on the ledge above the fire, it reminds me of my old home…Reneighah, could you move me up there?” Figureen chimed in, being lifted up by the zebra and placed on the small ledge above the warm fire.

“I’d say the mares can sleep on the beds, us stallions will be comfortable on the floor.” Fang said, moving to find a good spot on the floor, Digit Blaze nodded, then went off to a separate corner of the room.

“I’ll sleep on the floor, I’m used to it, trust me.” the amber kirin said, settling in a spot in the corner of the room.

Nerdz snuggled into the purple blankets, relaxing her tired hooves. “If it’s not a problem, I’d like to sleep in this bed, it’s so comfy…” her eyes started to close, and she promptly fell asleep. Maryana giggled softly, then pulled the blankets over the pink earth pony with her golden magic.

Whitewolf Stormrunner and Sea Breeze had moved off the other bed, but Chaz had already fallen asleep without them noticing, his paws hanging off the side of the bed, snoring softly. Melody had moved up beside him, draping a light purple wing over the brown wolf’s back.

At this point, everyone else decided to sleep on the floor, seeing as the beds were know taken. The ponies each found a spot on the floor, Wolf, Sea Breeze, and Maryana in front of the fire, Reneighah under the desk, Fang in one corner of the room, Digit Blaze in the other, Night Rain and Sirocco partly under the beds, and Figureen above the fire.

“Well, we made it.” Wolf’s tired voice cut through the silent room. “One step down in the journey to take back Equestria.”

“Yeah,” Night Rain said, sinking into sleep. “I can’t wait to give those Kelpies a piece of my mind.”

“We all would like too,” Renieghah said, yawning. “But for now, let’s focus on just resting…we’ve got a long way to go.”

It was this statement that Sirocco really thought about how long it would take to reclaim their home. Making the rest of the journey to Galloping Gorge was one thing, actually learning to fight and win was another. Renieghah was right, it would be a long time before Equestria was theirs again, provided they succeeded. Sirocco shuddered, not wanting to think of the sacrifices that would have to be made. How much would they lose before they won, if they ever did?

A soft snoring sound filled the room, and Sirocco realized her own tiredness setting in. Pushing her thoughts to the back of her mind, the black pegasus took one last look around the room, noticing almost eveypony had fallen asleep. Adjusting her body to be more comfortable, Sirocco laid down her head, closed her eyes, and was just drifting off to sleep when she heard a quite voice come from Sea Breeze.

“Maryana, could you tell us a story?”

Sirocco noticed Maryana give a tired smile in the shadow of the fire. “Sure…once upon a time, there was a beautiful princess would ruled a mighty kingdom…”

That was all Sirocco heard before she drifted into quiet slumber.

Chapter 3: Nouveaux Alliés

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Sirocco blinked, and the dark guest room met her tired eyes. The fire must’ve gone out, as it was considerably colder and darker than last night. The pegasus yawned, shaking her head in an effort to wake herself up a bit more. She appeared to be the first one wake, as the other ponies (and wolf) didn’t seem to be moving much.

“Not the first time,” Sirocco thought, for she was always the one to wake up first at slumber parties when she was a filly. Without thinking, she lifted her head to -

BANG! Metal met the mare’s head with a loud noise, startling her. She quickly lowered her head, covered it with her hooves, and stifled a gasp, trying to be quiet. Sirocco’s eyes darted around the room, hoping the noise didn’t wake anybody up. The bed ruffled above her, and soon Nerdz’s head lowered over the edge of the bed to meet Sirocco’s. She signed, the noise woke up somepony after all.

“You okay? That sounded like a pretty nasty bang.” The pink earth pony said, tiredness in her voice. She shifted and climbed off the bed onto her hooves, holding one out to help Sirocco out from under the bed. The pegasus took the offer, extending her own hoof to grasp hold of the earth pony’s, and squeezed out from under the bed.

“Yeah, I should be fine, thanks….sorry I woke you.” Sirocco responded, an apologetic smile on her face as she looked at Nerdz.

“It’s okay, Reneighah probably wants and early start, so we should start waking up anyway.” Nerdz replied, moving over to the sleeping forms of Chaz and Melody on the other bed. “So uh…how should I wake these guys up?”

“…Just try moving them a little bit, if they still don’t wake up we can jump on the bed or something. I’m going to try to get the others awake.” The pegasus responded, walking over to the pile of ponies sleeping in front of the now extinguished fire. Maryana had sprawled out like she was running, taking up a good amount of floor space and pushing the other two mares off to separate sides. Sea Breeze was the opposite, having curled up as tight as she could, most likely a reflex to conserve heat. Whitewolf Stormrunner slept in a similar manner to the silver alicorn, although she didn’t take up as much space.

“Oh, good, it’s time to wake up.” Figureen’s telepathic voice cut into Sirocco’s mind. She looked up to see the doll pony standing on the ledge above the fireplace.

“How long have you been up?” Sirocco whispered, curious. She was sure she had been the first one to wake up.

“All night. I can’t really sleep, since I’m just a wooden toy, after all. You guys all sleep like rocks, though. And hey, Maryana’s kind of a floor hog, isn’t she?” Figureen replied, peering over the ledge to view the alicorn sleeping in a very un-princess-like manner. “Anyway, can you move over here, please? I need to get down from here.”

Sirocco carefully stepped over the sleeping ponies and moved her head just below the ledge. Figureen jumped off the shelf onto the pegasus’ head with a soft thud. “Thanks! You can just put me on the desk, I’ll wait while you guys wake everyone else up.”

Stepping over the sleeping mares once again, Sirocco quietly stepped over to the desk, hearing a loud rumbling yawn from over by the beds. Nerdz must have succeed in waking up Chaz.

After reaching the desk, Figureen leapt over onto the polished wooden surface, nodded her head, and sat down to begin waiting for everyone to arise. Sirocco looked down to see Reneighah still asleep under the desk, turned over onto her back. The black mare cautiously lifted her hoof and softly poked the zebra’s head.

Reneighah’s front hooves twitched. Sirocco poked her again, and the zebra mare opened her blue eyes. She blinked slowly, as if processing where she was. Reneighah rolled over, being careful not to hit her legs on the desk, and pulled herself up into a standing position.

“Morning, sleepyhead!” Reneighah tilted her head in the direction of Figureen, who was still sitting on the desk.

“Morning Figureen…’morning Sirocco. Thanks for waking me up. We’ve got a lot to do today, and a long way to travel,” she said, walking to the center of the room. Figureen jumped back onto Sirocco’s head, who turned and followed Reneighah. Nerdz, followed by Chaz, Melody, and a very tired Night Rain, arrived in the circle of awaked group members.

“What time is it again?” Melody asked, yawning and leaning against Chaz.

“I don’t know, but we have to get an early start if we want to cover a good amount of distance today.” Reneighah replied, not bothering to whisper. “Maryana snuck out and talked to the guards last night after everyone else had fallen asleep. They know we’ll be departing early. Of course, she didn’t have to wake me up to tell me….but for now, let’s just wake everyone up.”

The group nodded, and set off in separate directions, Reneighah, Chaz, and Melody went over to wake up Fang and Digit Blaze, while Nerdz, Sirocco, Figureen, and Night Rain moved over to wake the two sleeping pegasi and alicorn.


After a few minutes of poking, awkwardly talking loudly, and Chaz’s wolf howling, everyone in the group had woken up, although how awake they were was up for debate. Maryana and Reneighah lead the group out of the Yakyakistan guest room and down a few hallways until they reached a dining hall with traditional pony (and wolf) breakfast foods spread out on a table. A massive fireplace took up most of the wall in front of the table, blazing with an orange fire. Yak guards stood at the entrance to the dining room.

It had been a while since the group had eaten a decent meal, and it wasn’t long before everyone had taken a seat at the table and began eating. Soon enough, empty dishes and plates were being stacked on the white tablecloth.

“Now that we’ve finished eating, please allow me to make a proposal. But first, you all know how to swim, right? Maryana announced, finishing a piece of hay bacon.

“I can’t, I’m a bit too small for that, and I wouldn’t be getting anywhere fast. Although, if I need to get somewhere, I could hitch a ride on someone, probably.” Figureen said, her voice echoing in everyone’s head.

Before the silver alicorn could reply, Sea Breeze spoke up. “Of course! You can come with me, I’m a pretty good swimmer.”

“Thank you! I owe you one. Maryana, you can continue.”

Maryana cleared her throat. “Now that that’s settled, the rest if you can swim, right?”

Everyone nodded.

“Good. It doesn’t matter how good or bad you are, since we’ll all be practicing anyway once we find a Kelpie-free water hole. Now onto my idea. Since Kelpies can easily take down an unprotected pony, I propose we get some armor from the Dragon Lands. Dragons are known for their metalwork, and I’m sure they could create some lightweight armor that would be strong but light so we won’t sink when we swim. I’ll try to get in contact with Dragon Lord Ember, I’m sure she can arrange something for us.

“Our second option for armor is to get it from the Changelings, which will be a bit more difficult. If the dragons decide not to make armor for us, this is our only other good option. The Gryphons are too far away, we can’t go all the way across the Celestial Sea and back. I know the main dragon lands are across the sea as well, but there are dragon colonies scattered all across Equestria so we wouldn’t have to across the ocean.

“Anyways, back to the Changelings. Changeling armor is extremely light, but it’s also weaker than dragon or pony-made armor. Since Changelings have a lighter body structure and smaller wings, they rely more on speed and cunning than brute force, so their armor reflects that. Still, if all else fails, it would still work for us. I know Equestria and the Changeling Kingdom don’t get along very well, but we could try convincing Chrysalis for a trade agreement or something if we win back Equestria. What do you all think?”

Sirocco looked around the table. All the others did the same, nodding when they made eye contact with someone else. Fang spoke up.

“We’ll do it, but here’s an idea. Since not all of us have the same fighting style, maybe a mixture of both armor types would be better. The ones who are better at strength and physical combat will take the dragon-made armor since they will be up close to the Kelpies, and the ones who are better at long-range attacks and speed should take the Changeling armor so they won’t be slowed down.”

“That could work, assuming Chrysalis complies. With both types of armor, we could fight close up as well as far away, out of some immediate danger. Great idea, Fang!” Maryana responded, a small smile on her face.

She left her spot at the table and walked over to one of the guards. He leaned down and she talked to him in a low voice, and then the guard left. He returned a few minutes later with pieces of paper and a quill.

Maryana thanked him and walked back over to the table were every pony was waiting. She set a piece of paper down and began writing.

Dear Dragon Lord Ember,

You probably don’t know me, but my name is Maryana. I’m currently with a small group of ponies (and a wolf) who are in need of some of your metalwork. You see, Equestria has fallen and has been taken over by the Kelpies, and we are going to try to win our country back. Our group is wondering if your metalworkers would be willing to make some armor for us. We won’t be able to pay you right away, but we can work something out in the future. Hope to hear your reply soon.

~ Maryana

The silver alicorn rolled up the letter in her golden magic, closed her eyes, and teleported the scroll away. “Hopefully that will reach Dragon Lord Ember. Now, the letter to Queen Chrysalis.”

She pulled over another piece of paper and began to write.

Addressed to Her Majesty Queen Chrysalis of the Changeling Kingdom-

My name is Maryana, and I am currently with a small group of ponies (and wolf) who are in need of your assistance. You see, we are looking for some Changeling -made armor, since it is both light and aerodynamic. Equestria has recently fallen to the Kelpies, and we are going to fight to win our country back. We can’t pay you right away, but perhaps we can arrange a trading agreement if we win. Please consider helping us.

~Maryana

“There. Hopefully she’ll reply…” She teleported the scroll away. “Now let’s get moving. We’ve spent enough time here already. The yaks have prepared saddle bags for us, complete with food and supplies.”

She left the table, prompting the others to follow, and they did. The group exited the dining room, found their way back through the corridors and past the guest room, until they reached the throne room where Prince Rutherford was waiting for them.

“Yaks give ponies supplies! We are friends!” The yak prince exclaimed when the group reached the throne room. Multiple yak servants came in carrying a few saddlebags each, giving one to every member of the group. The bags were simple in design, but no one really cared what they looked like. Each bag carried some food, medical supplies, rope, and a map of surrounding mountains.

Both Reineighah and Maryana bowed before Rutherford, motioning for the others to do the same. “Thank you, Prince Rutherford. We are forever in your debt, and your acts of kindness will not be forgotten.” The zebra said, standing back up to her full height. “We should be going now, but we will not forget the generosity you showed us today.”

Prince Rutherford bowed back, gave Maryana and Reneighah quick hugs, and sent the group on their way.

It had stopped snowing sometime in the night, but the sky was still very overcast, threatening to start snowing again. Even through the thick layer of clouds, Sirocco could tell it was still very early in the morning, though the slate colored clouds covered what little light the moon gave off.

Reneighah stepped forward to the front of the group, leading everyone out of Yakyakistan.


They traveled in silence for a while, until it slowly began to get lighter with the raising of the sun. The clouds began to clear, letting the warm rays of sunlight through to the earth. In the distance, Sirocco caught a glimpse of something reflecting the morning’s light. A tall crystal tower gave away the group’s current location.

“Hey, that’s the Crystal Empire!” Digit Blaze exclaimed, pointing a clawed hoof in the direction of the tower. The amber kirin squinted, trying to see farther along the terrain. “Do you guys see that too? Not the tower, but those figures in the distance…could they be Kelpies?”

Sirocco heard several ponies gasp, and she herself felt a jolt of nervousness. If the Kelpies found them know, it was over. Without thinking, she opened her mouth. “Quick, hide!”

It wasn’t hard to find a hiding spot with all the rocks and crystals jutting up from the snowy ground. Almost everyone had tensed up, ready to attack.

It took a while for the figures to reach the group’s hiding area, but by the time they did, it was obvious they weren’t Kelpies. Instead, it was a group of pony stallions and a male Diamond Dog.

The one that Sirocco assumed to be leader was a navy blue six-winged alicorn stallion with a white mane that faded to orange near the tips. His cutie mark was a sword surrounded by six wings and a halo over the top of it. His blue eyes looked at the footsteps made by the scurrying ponies in an effort to hide, though it was rather pointless since the footprints led straight to the hiding spots.

The second member of the group was a cream earth pony with a short cropped mohawk mane. His tail was slightly longer, tied at the end with some string. His cutie mark was a sledgehammer crossing over a spyglass.

The third stallion was a rather short chunky earth pony still wearing the remains of a tattered suit and top hat. His coat was also cream color, though it was slightly darker than his companion’s. A bit coin served as a cutie mark. His mane, tail, and mustache were as white as the snow, having a slightly curled style to them.

The Diamond Dog stood a bit taller than the black-maned stallion. His long fur was a was white with brown patches, like a Saint Bernard dog. As big as he was, however, he didn’t look very threatening at the moment.

The final member of the group stood out much more than the Diamond Dog did. He was a unicorn, but he stood on two feet, taller than the rest of the stallions. Instead of having front hooves, his arms ended in hands. Tattered clothes and a slightly burned green lab coat covered his fog-gray coat. A vermillion mane fell over his ice blue eyes as he scanned around the rocks.

Out of the corner of her eye, Sirocco saw Maryana emerge from her hiding place and step towards the newcomers. Both alicorns stared at each other for what seemed like hours, until Maryana broke the silence.

“Are you willing to risk your life for Equestria?”

The question caught the stallions off guard, but they recovered and nodded.

“Can you swim?”

That caught the other group even more off guard, but they continued to nod their heads yes. Maryana smirked.

“Welcome aboard.”


Dusk had fallen over Canterlot, but not every pony was sleeping inside the comfort of their homes. A black unicorn stallion awkwardly waded through the layer of black water covering the streets of the city. While rubber boots protected his legs and hooves from the cold water, he was still uncomfortable walking through it. Water put out fire, after all. He just hoped trudging through the waterlogged streets at night to reach the castle would have a good outcome, he wasn’t about to go home empty-hooved.

The stallion reached the castle gates, and was instantly met by the two Kelpie guards holding spears standing in front of the iron entrance.

“What is your business here at this hour, pony!?” The guard on the left snarled, bearing his sharp teeth and pointing his spear at the unicorn.

“I simply wish to make a request of the new King and Queen. You see, I will offer them something if they can offer me something in return.” The black stallion said, keeping his cool the entire time.

The guards looked at each other, talking in hushed voices. After about a minute, the guard who had previously spoken motioned for the unicorn to follow. “Come with us. And if you try anything funny, we’ll make sure you never set foot out of that castle ever again.”

The stallion nodded, and the guards opened up the metal gates, allowing themselves and the black unicorn into the courtyard and into the castle itself. Water still covered the floors, which had been stripped of all carpet, leaving just the bare marble underneath.

It wasn’t long before the guards escorted the unicorn to the throne room, were the Kelpie King and Queen sat on the thrones once belonging to Celestia and Luna. Both were draped in regal jewelry and seaweed, and both wore curiosity painted on their faces.

“Greetings, your Majesties.” The unicorn said, bowing before Equestria’s new rulers. “I am but a simple unicorn staying in Canterlot, and I have come with a request,” He paused, allowing the King time to think.

“Speak.” The King’s low rumbling voice spread throughout the throne room.

“Thank you. You know, most ponies don’t quite like the fact that you’ve taken over Equestria and killed the former princesses, but let me say that I personally don’t mind. I fact, I would like to be your first pony guard. Once every pony else sees that a pony can become a guard and rise to some power, they will start to praise you like they once did with Celestia and Luna. You may not be able to control the sun or moon, but ponies will sing your greatness all across Equestria. And I, Hell Fire, will help spread your gracefulness from border to border, in exchange for me becoming a royal guard, provided I have special armor.” The unicorn smirked. “What do you think?”

The King sat silent, lost in thought about the proposal he had just received. The Queen, who had remained silent the whole time, decided to speak. “Let him try, husband.” Her smooth voice rolled across the water to reach the unicorn’s ears.

“Pony, I will give you a chance to prove yourself. Starting tomorrow, I will allow you to train with some of our new guards. Should you prove worthy, then we will talk. For now, you may sleep in a guest room. The guards will be posted outside your room all night, so if this is a trick, they will know it. If you are truly serious about this, you won’t give them trouble.”

Hell Fire nodded. “Of course, M’lady. You shall not be disturbed.” He turned to the two guards. “Lead on.”

The guards lead him to a small room, still filled with water, but Hell Fire didn’t mind for now. He climbed onto the bed with only one thought on his mind.

Perfect.

Chapter 4: Operation Evolution

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“Welcome aboard.” Maryana said, giving a small smirk, turning back towards the rocks. “You all can come out now, they seem harmless enough.”

One by one, Sirocco and the rest of the group stated to emerge from their hiding spots, approaching the rather strange group of stallions. Maryana swiveled back around to face the navy blue alicorn once everybody had come out from behind the rocks.

“Allow me to introduce myself. My name is Maryana, newest student of Princess Celestia. Well, former newest student, I guess. Anyway-” she extended her left fore hoof in the direction of her comrades, pointing to each one as she said their name. “The zebra is Reneigahah, the doll pony in her saddle bags is Figureen, and over there are….”

Sirocco tuned out the silver alicorn naming everyone, instead focusing on the expressions of the stallions. The other alicorn, short earth pony, and Diamond Dog were focused on what Maryana was saying, while the black-maned earth pony had a bored look on his face. The bipedal unicorn looked, well, crazy, to put it simply.

“So, who are you?” Sirocco’s thoughts snapped back to Maryana, who had apparently finished her spiel on what every pony’s name was.

The white and orange-maned alicorn stepped forward. “My name is Zodiac Cosmos, and the ponies behind me are Berripad-” he motioned to the taller of the two earth ponies, “this is Sponduli Moolalli, the Diamond Dog is Bartholomew Steelclaw, and the unicorn is Dr. Mind Quill”

“A doctor?” Sirocco thought. As far as she knew, none of the ponies traveling with her had any decent knowledge of medical practices. Having a (hopefully) licensed doctor would come in handy.

After Zodiac introduced the other stallions and exchanged some words with Maryana and Reneighah, the company of travelers started moving forward, the new stallions falling into the ranks of the group. Chaz immediately went up and properly introduced himself to Bartholomew, the two striking up a conversation. Sponduli fell back to talk to Fang and Digit Blaze, who seemed happy that there were now more stallions in the group besides the two.

Zodiac Cosmos stayed up front, keeping pace with Maryana and Reneighah, making small talk. Sirocco couldn’t make out what they were talking about, but the two mares were probably catching Zodiac up on what the congregation of ponies had been through.

The only ponies who didn’t mingle with the rest of the group were Berripad and Mind Quill. The cream earth pony stayed at the back of the group, choosing not to interact with any pony else, wearing a bored expression on his face. Mind Quill brought up the rear of the group, trudging along a few feet behind Berripad. Sirocco silently admitted that he freaked her out a little, but she’d have to put up with him for while.

The black pegasus scanned her surroundings, noticing that it was slowly changing. Rocks sprang up in every direction, visible down to the base, a sign that the white snow was receding. The temperature was slightly warmer than farther north in the mountains, helping to melt the powdery snow. Grass and trees started to spring up in the dirt, a welcome change of sight from the rocks and crystals. The hard terrain turned into soft soil, a more comforting surface on the hooves and paws of the travelers.

Just as the sight of the Crystal Empire had been lost in the mountains behind them, Maryana’s horn sparked and sputtered, a scroll appearing in her bronze magic. She stopped, curiosity etched on her face. Nopony had expected to get a response this soon, especially since the original letters had been sent early in the morning.

Maryana unravelled the scroll, which had an official looking black and green seal on it. Breaking it, the gold-maned mare turned around, facing the inquisitive ponies and canines. “It’s from…Queen Chrysalis?” she announced, her curiosity clearly noticeable in her voice. She opened up the scroll and began to read it aloud.

“Addressed to Maryana,

Under normal circumstances, I would have ignored your letter and destroyed it, as I would have wanted nothing to do with you ponies after our defeat at Canterlot. However, I am willing to make an agreement with you. In exchange for some of our armor and services, Equestria must open up its borders to the Changelings. We must be allowed to travel into Equestria freely.

I currently do not wish you tell you our location at this point, so please tell me where you are, and how many ponies request armor from us. I will send some drone escorts to come find you and bring you back to the Hive, where we can talk about future negotiations.

There are some changelings here who have some knowledge on Kelpies and their culture. If you would like, I can arrange a meeting between you. You are also free to use our library for research.

Please give some sign to the whereabouts of your location so the escorts can find you, though nothing too obvious as the Kelpies could learn about you and, in turn, us. A constant, but weak, pulse of magic should do the trick. The escorts will sense the magic and locate you.

There will be four drones coming to escort you, led by my brother, Stryker Mirren. It may take them a few days to find you based on you location, so please be patient.

Until we meet,

~ Queen Chrysalis

“Well, uh….how many of you guys want changeling armor?” Maryana asked, having finished reading the letter.

Eight ponies raised their hooves, including Sirocco. The majority of the ponies who raised their hooves had wings, who figured that the light armor would reduce the drag in battle when flying.

Maryana opened her saddlebag and retrieved the extra paper and quill she had acquired back in Yakyakistan. She quickly wrote down the number of ponies who requested the armor, along with some other things that weren’t readable through the paper. Once finished, the silver alicorn rolled up the scroll and it vanished in a spark of bronze magic.

“There. I’ve given Chrysalis our approximate location, as well as how many of us want armor, along with some other stuff. I, for one, want to meet those changelings who have knowledge of Kelpies, after all.” Maryana explained. “Now all that’s left is the signal,” she said, igniting her horn once again, giving off a pulse of magic that dispersed into the surrounding air.

Sirocco felt the magic’s energy pass through her, a steady beat that was felt every few minutes. The magic gave off a warm feeling, like hot chocolate on a cold winter’s day. After the first few waves, they slowed down and were less noticeable, but still detectable if one focused enough.

Reneighah slowly slipped the saddlebag of her back, being careful not to disturb Figureen too much. “We’ll stay here until the changelings find us. For now, we can start practicing our battling skills. Earth ponies come with me, unicorns go with Maryana and Zodiac, and pegasi go with Whitewolf Stormrunner and Night Rain. Chaz and Bart, you guys can team up and do something yourselves, or you could join us. Figureen, you’re staying with me.” the zebra announced, taking charge. She lowered her head down to her saddlebags and Figureen hopped on, sliding down her neck and coming to rest on Reneighah’s back. “Training begins…now!”

The group members immediately split up into their separate small groups. The earth ponies congregated around the zebra mare, the unicorns moved towards the two alicorns, and the pegasi spread their wings and hovered in the air a short ways above the ground. The two canines went their separate way a few feet away from the earth pony group.

With everyone sorted out into groups based on species, Sirocco was now able to see that there were only two unicorns in the group, not counting the two alicorns. The earth ponies and pegasi looked even in number, each group having about five ponies in it. In total, the entire company only had around seventeen members. Suddenly, the odds that they would be victorious in a battle became significantly smaller, though that number wasn’t very high to begin with, either.

“Ahem.” the pegasi all focused their attention on the two mares leading the rest of their small group. “Well, neither of us really know how to teach anything, so….uh, we’re jut gonna race, and fly fast, and stuff….or something.” Whitewolf Stormrunner said, though somewhat awkwardly. She hovered next to Night Rain, who gave a small nod. “Well, we can start out by racing…then we can work on wingpower when we’re done. You know, that thing that measures how strong your wings are…” Wolf continued, trailing off. “Anyway, let’s line up to start.”

Sirocco, Melody, and Sea Breeze lined up next to Night Rain and Wolf.

“We’ll race ten laps around our little camp. Last one to finish gets eaten by a Kelpie!” Night Rain said, a light tone to her voice. She tensed up, preparing for the race, the other pegasi following suit. “Ready…set…go!”

All the pegasi bolted forward, some fast enough to leave behind a small contrail. It was a fairly even race, though Melody and Sea Breeze began to slowly fall behind. After about four laps, Sirocco began to tire out and fall back as well, joining the other two mares. Both Night Rain and Whitewolf Stormrunner stayed neck and neck, edging out farther and farther ahead from the three stragglers.

The race finished after the ten laps, leaving Whitewolf Stormrunner as the winner. The other mares with the exception of Night Rain sat on the ground, trying to catch their breath. The break was short lived, however, when Wolf called everybody over to perform wing-ups.

Performing wing-ups seemed harder after just finishing a race. It took all the effort to even lift up of the ground, their bodies supported only by their tired wings. Sweat glistened through their fur, becoming more noticeable the longer they trained. Water breaks were constant but little, their limited water supply dwindling significantly throughout the course of the day.

The day slowly passed, and each group can back together, forming the entire company, for a dinner break. Zodiac Cosmos lit a glowing fire with his magic in the center of the group’s camp settlement. Every pony and canine sat around the fire, minus Sea Breeze and Figureen, who sat a little farther away from the orange flames. Dinner was prepared and consumed, and the mood lightened after everyone had a full stomach. Conversation ensued, jumping from one topic to the next.

“You know, they say this area is haunted by ghosts.” Sirocco asked, a smirk on her face. “Stories say ponies who have traveled trough here have been swallowed up by the shadows. Nopony knows what happens to their bodies, but their souls forever wander this land, cursed by the darkness. They appear as white silhouettes of ponies, or whatever creature they were when they were alive. You can see them sometimes, as thin wisp of white air. However, if they catch you looking at them, they’ll haunt you ‘till you die. You’ll see them out of the corner of you’re eye, never knowing if they are really there or not. It drives ponies to suicide.” The black pegasus was now hovering over her seated companions, trying hard to scare them. A few ponies had looks of terror their faces, while others gave off bored expressions.

“Oh come on, that’s just an old mare’s tale. It isn’t real.” Digit Blaze said, shifting his sitting position. Fang, who was seated next to him, nodded.

“Well, real or not, you never know what could be out in the wild at night.” Sirocco responded, swiftly landing on all four feet and folding her wings back to her sides. “And besides, some of us got a good scare out of it.”

“I would have preferred to not hear that story right before bed…” Sea Breeze said, moving closer to group, away from the darkness not lit by the fire.

“Same, but at least we’re all togeth-” Nerdz started to say, but was interrupted by the faint sound of a branch snapping somewhere in the distance.

Melody trembled, looking around uneasily. “Um, you all heard that too, right?”

Reneighah, Maryana, and Zodiac Cosmos immediately stood up, scanning around the area for the cause of the twig snap. Everyone else except Mind Quill all moved to one spot, becoming defensive and tense. The cold wind swirled around them, the fire danced with its movements.

SNAP! It was closer this time, the source came from beyond the light of the fire.

Maryana didn’t hesitate to fire a bronze beam from her horn in the direction of the noise, coming in connection with a green shield of magic. The two magic forces combined, giving off smoke and momentarily blinding the ponies.

When the smoke cleared, a small company changelings stood before the startled group, two male and two female. These must have been the escorts Queen Chrysalis had sent. There were four changelings total, two male and two female.

The leader of the changelings was a strict-looking changeling male, a helmet on his head and armor on his back. He had stepped forward towards the frightened ponies, opening his mouth to speak.

“Are you the ponies we are to escort to the Hive?” He asked, his layered voice having an authoritative tone to it.

Maryana, Renieghah, and Zodiac Cosmos all nodded, while the ponies and canines huddled in the back began to break apart and come forward towards the changelings.

The armored changeling drone spoke again. “Good. Before we head off back to the Hive, allow me introduce us. My name is Stryker Mirren, brother of Queen Chrysalis.” Stryker pointed to his left. “That’s Thunder Storm,” he pointed to the right, “and this is June and Typhoone.”

Sirocco looked over the other changelings. Thunder Storm was a big, bulky, heavyset male changeling drone. Multiple scars covered his black chitin and violet carapace, like he had been tortured for an extended period of time. His golden eyes were devoid of visible emotion as he scanned the ponies.

June was a normal looking female changeling drone, having the usual black body, dark blue carapace, and grey frilly mane. She looked to be the nicest out of the three changelings, as she actually had a smile on her face.

The other female drone, Typhoone, was the most unusual of the changeling group. Instead of the normal black chitin that changelings had, her body was a pinkish white, which made her stand out against the dark background and her fellow companions. Her mane was long and black, hanging over her slitted crimson left eye like a porcelain doll. Her fanged mouth did not have a warm smile, instead it had an expression of disinterest.

The last changeling in the group, Stryker, also looked fairly normal. He had black chitin and the usual midnight-blue carapace. The helmet that covered his head had the same color as the shell on his back. He spoke again. “Well, if you’re all ready, we’d best be moving. The night sky will help cover us. Flying will be the fastest way back to the Hive. Can the pegasi help carry the unicorns, earth ponies, and dogs? My companions will be happy you help you carry them as well.”

Maryana looked at Zodiac, then to Reneighah, and then back at the rest of the pony group. “I can carry one on my back and one in my magic…” she answered unevenly, turning back to Stryker. “Just let us get our stuff, and then we can move. Pegasi, if you can carry another pony, please volunteer to, we want to get to the Hive as soon as possible. It’ll be better than being out in the open. Let’s go!”

The ponies scattered around the camp, picking put their saddle bags, and the pegasi started partnering up with the non-winged members of the gang. Sirocco volunteered to carry Nerdz, who seemed happy about the prospect of flying. Melody offered to carry Chad. Maryana was going to carry Reneighah (who was carrying Figureen in her saddlebags) and Bartholomew Steelclaw. Dr. Mind Quill seemed to have paired up with Typhoone. Night Rain was going to carry two ponies, both Fang and Digit Blaze. Spondulli was going to ride on Zodiac Cosmos’ back, while Berripad was going to be carried in the navy blue alicorn’s magic. Sea Breeze and Whitewolf Stormrunner were going to carry the extra saddlebags the other ponies couldn’t carry. The campfire was put out, and after everyone had a pegasus or alicorn to ride with, the pegasi gave a few powerful flaps of their wings, lifting off the ground. The changelings followed suit, their insect wings buzzing as they flew into the air off to the changeling hive.

The first rays of a new dawn were just coming forth over the horizon when the group finally arrived at the changeling Hive. Stryker and his changeling companions landed on a large raised flat surface the contained a cave entrance back against a cliff of brown rocks. The pegasi landed shortly after the changelings did, having fallen a bit behind. They had traveled all through the night at a rapid pace, not stopping once for a break. Almost all of the winged members of the group collapsed on the ground after landing, their wings spread out over the hard earth. Night Rain seemed to be the worst of them all, having carried two stallions the entire distance. The earth ponies and unicorns slipped off the backs of their pegasus mounts, heading towards the cave entrance. After taking a breather for a few minutes, the pegasi slowly and steadily lifted themselves back onto their feet and joined the rest if the party and the changeling escorts.

Stryker turned around to the equines and spoke. “My company welcomes you to our Hive. Inside you will meet my two sisters, Queen Chrysalis Mirren and Princess Moth Mirren. They will help you to get accommodated and provide you with anything you request. I will lead you all to the throne room, were Chrysalis is. If you all are ready, we shall enter.” He turned back to the entrance and started walking forward into the dark cave.

June, Thunder Storm, and Typhoone took their places around the crowd of ponies, ready to guide them through the Hive. The morning’s glow soon faded as the ponies moved into the cave, the light now coming from green torches mounted on the walls. The winding tunnels seemed infinite, until Skryker led them to a large chamber. On the other side of the room sitting on a throne made of twisted stone, sat leader of the changelings, Queen Chrysalis.

Chrysalis stood up off her throne and buzzed her wings, landing in front of Stryker. “Welcome, my little ponies,” she said, using Princess Celestia’s well-known phrase. “I trust your journey went well?”

Stryker nodded before anyone else could. “Yes, all went just as planned.”

Chrysalis grinned. “Thank you, Stryker. Now, ponies, let us get down to business. The main reason you are here is for armor. It will take few days to make, so until then, I offer you some guest chambers. Once you get settled, our armor smiths will start to prepare the armor. Until then, feel free to use our library or training area. My sister Moth will give you a tour of the hive before you settle in.” the queen turned her head to face a tunnel. “Moth!”

A young changeling Princess emerged from the tunnel, walking towards her sister and the crowd of Equestrians. She was around Stryker’s size, much smaller then Chrysalis. Her royal purple mane gracefully fell over the right side of her face, and her purple eyes glowed with happiness. Moth stepped out in front of her older sister, eager to meet the ponies.

“Hello! My name is Moth Mirren, Princess of the Hive.” she paused. “Are you ready for your tour?”

Everyone nodded, keen on getting settled in.

Moth continued to smile. “Great! Follow me, please!” The young changeling turned around, heading back the way she had come. Chrysalis, Stryker, and the escorts moved off to the side, allowing the ponies to follow Moth.

Reneighah walked on first, trotting to catch up with Moth. The rest of the gang followed suit, making their way into the dimly-lit tunnel. After walking in silence for a while, Moth spoke again.

“So how long do you plan to stay here?” she asked, curious.

“I don’t know. Until the armor is ready, of course, but we’re unsure if we’re going to stay any longer. If you have good resources, we might stay longer…oh, do you have a pool, or a lake, or something related to that?” Reneighah responded, asking a question of her own.

The final questions caught the changeling off guard. “Yes, we have something that will do…it’s a small lake, open to the sky. If you like, Stryker or myself could take you there after you’re done getting fitted for the armor and talking to Cuttlefiss and Fragil.”

Sirocco’s ears perked up. Cuttlefiss and Fragil must be the names of the changelings with knowledge on Kelpies.

“Here we are!” Moth announced, stopping in the middle of the hallway. Two doors were placed directly across from each other, open and leading to the guest chambers. “The room on the left is for the stallions, and the one on the right is for the mares. Although, if you want to mix it up, feel free.” she paused. “You can get settled in, and then you’ll go down to the armory. Stryker and I will be back in about an hour. See you soon!” Moth waved goodbye and headed back down the winding passage.

Zodiac, Maryana, and Reneighah whispered amongst themselves for about a minute, then declared that the mares would sleep in the right room, and the stallions in the left. The mares separated from the stallions and filed into the rightmost chamber, gawking at how massive it was. It wasn’t as large as the throne room, but it was still impressive. Two rows of beds with green sheets lined the cave walls, enough for every pony plus a few extra. Sirocco chose a bed on the left side and placed her saddlebags on the floor, and jumped onto the bed.

It was very plush, and very comforting, so much so the the black pegasus wanted to fall asleep, having stayed up all night the previous night traveling. Glancing around, she saw that others had the same idea - Sea Breeze and Melody had already passed out on their respective beds. She wasn’t normally one to take naps, but Sirocco decided to follow suit, slowly closing her eyes and letting sleep find her.

A knock at the door awoke the pegasus from her comforting slumber. She lifter her head up and spun her gaze over to the door, which Reneighah had answered. Moth had returned.

“If you need armor, you can follow me to the armory. If you’re not, then you can just relax some more, someone will come get you when we’re done.” the changeling princess said.

The seven mares getting armor filed outside, with Sirocco in their ranks. Zodiac Cosmos and Digit Blaze were waiting outside in the hallway with Stryker. Moth trotted up to her older brother, leading the equines down to the armory.

After traversing what seemed like miles of caverns, the company arrived at the changeling forges. An orange glow replaced the usual green light in the expansive room. Changelings were scattered all around the space, working on various projects. Metal clanged against metal as changeling metalworkers shaped pieces of hot iron. Massive bellows flared in the background, giving off impressive orange light. Various holes in the ceiling provided both fresh and cool air, a relief from the constant heat of the bellows.

“This way. You’ll meet with Viper now, she’ll measure you all for you size.” Stryker announced, continuing to lead the way with Moth.

The male changeling lead the Equestrians off to a small chamber. It was considerably smaller then the main forge room, it the room had enough space for all the ponies. Inside the chamber were two changelings, one with a measuring tape draped across her neck. She stood talking, back facing the ponies, talking to another changeling. Like Typhoone, this changeling was almost pure white, but electric-blue frills replaced black mane. The changeling with the measuring tape looked normal enough, only having a light sky blue shell instead of dark blue.

The measuring-tape changeling turned around upon hearing Stryker, Moth, and the ponies enter the room, pushing up her previously unseen glasses. “Oh! You must be the ponies I’m supposed to measure.” She and the white changeling walked up to group. “I’m Viper, and this is my assistant, Locust.” Viper gestured to the changeling beside her, who smiled and gave a small wave.

“One of us will be back in about an hour?” Moth said, looking for confirmation on the time.

Viper nodded, adjusting her glasses. “ An hour sounds about right. We should be done by then. Off you go, now. There is work to be done.” She motioned for the equines to follow her farther into the work room, while Moth and Stryker made for the exit. Viper cleared off some tools from a bench, allowing the ponies to sit down. “Two at a time, please. One for Locust and one for myself. The rest of you can chill…who’s up first?”

Zodiac Cosmos and Melody volunteered to be measured first, each one going to one of the changelings, who began their measuring work. Locust had grabbed a her own measuring tape, and began making small talk with Melody while she worked. Each changeling held various things in their green magic: the measuring tape, a clipboard, and a writing quill.

The two changeling mares worked quickly, not wasting a single moment. Every aspect of the ponies’ measurements was recorded - their head size (and horn length for unicorns), leg length, barrel roundness, and the overall span of their bodies from chest to hindquarters. Time seemed to fly by, and before Sirocco knew it, Moth had returned to collect them.

Viper was just finishing up measuring Nerdz when the changeling princess entered the room. Locust, having completed her work, trotted up to Moth, exchanging a couple words. Viper placed her stuff down on a work table.

“The armor should be ready in a few days. You’ll come back down here to try it on, and we’ll make adjustments as necessary. Now, off you go. I hear you have a meeting with Cuttlefiss and Fragil.” She smiled. “I hope they have information you’re looking for. Cheers!” and with that, Viper and Locust waved goodbye to the ponies, who followed Moth out of the forges.

Stryker was waiting with the rest of the group outside of the forge chamber. Moth fell in beside her brother, leading the way through the tunnels once again. After once again traversing the expansive underground, they came upon an open chamber door. Two changelings waited inside.

Unlike the forges, this room only held amphitheater-style seats and “stage,” which was very small. Cushions lay on the seats, a welcome change from the hard bench down in the forges. The two changelings, one male and one female, sat on the stage.

“This is Cuttlefiss and Fragil. They will tell you all they know about Kelpies and their culture.” Stryker announced. “We’ll be back around dinner, where you all will dine with Chrysalis as guests of honor.” he concluded, and himself and Moth (who waved goodbye), exited the small room.

Cuttlefiss, the female, was rather normal in appearance, the only eye-catching things were that her shell was ruby-red instead of navy blue, and her eyes were bright green.

Fragil, on the other hand, was quite the opposite. He was smaller in size compared to Cuttlefiss, who seemed average in height. Numerous healed scars covered his chitin, and he was missing one of his wings, robbing him of flight.

Reneighah spoke up first. “Hello! I’ve heard that you two have some good knowledge on Kelpies…care to share some with us?” the zebra kept her tone even and quiet, as if a loud voice might frighten the changelings that sat before her.

Cuttlefiss was the first of the two changelings to speak up. “Kelpies are…interesting creatures,” Her voice was quiet, like Fluttershy’s. “They are very seclusive creatures with very few emotions. I barely felt any love come from them at all…the most love I was able to feed on was from a mother and her foal, which was strong enough to keep me going, but still very weak compared to a pony mother’s love. The others in the herd gave off very little love, not enough to sustain me. I often felt anger coming from them, and they often got in vicious fights with each other over small things. I don’t know if the Kelpies that took over Equestria have the same behavioral patterns, but I guess these Kelpies were quick to anger and are ruthless fighters. More than once a Kelpie killed his opponent in the fights…” Cuttlefiss shuddered, trailing off.

Sensing the changeling’s discomfort, Reneighah decided to let her take a break. “Thank you, Cuttlefiss. That was a lot of helpful information. You don’t have to talk anymore if you don’t want too.”

Cuttlefiss gave a small nod, turning her head to her partner to see what he had to say.

Fragil, the second changeling, cleared his throat and pulled out a small, leather-bound journal. Opening it about halfway, he read over some notes, placed the open journal down in front of him, and began to speak. “Though there isn’t much on Kelpies that has been documented, here’s the info that I have gathered.” He flipped a few pages forward in the journal. “Kelpie relics are hard to come by, given that majority of them were found underwater. A couple of scrolls were found at the bottom of a nearby lake. They have their own written language, which we have translated into the changeling written dialect. Most of the scrolls are basic history, but we did find one detailing a future attack on Equestria. It seems your Kelpie friends have had their eye on your country for some time.

“Along with the scrolls, we found some relics of Kelpie armor. Though we didn’t find a complete piece of armor, we were able to fill in some of the missing pieces. In full body armor, a Kelpie’s head, neck, chest, back, and part of their stomach would be covered. The armor was extremely lightweight, most likely in order to not slow a Kelpie down while swimming. As magnificent as it was, however, it was not without its flaws. The joints, specifically around the front legs, were weak and could be broken easily. On a second note, only the front section of the stomach would be covered - leaving the middle section open and vulnerable. A rearing Kelpie could easily be struck down by a long blade aimed for their middle. We have deduced that a Kelpie would not rear in battle unless it knows it could beat an opponent with that maneuver. Forcing a Kelpie to rear and expose its stomach would give you a slight advantage in a fight.”

Everyone was paying close attention, trying not to miss a single detail. Sirocco made mental notes, attempting to cram all the information into her head without losing half of it in the process.

Zodiac Cosmos slightly raised his hoof to ask a question. “Do you know anything about their magical abilities? We need to know what kind of magic we’re up against.”

Fragil nodded, flipping through more pages in the journal. “Yes, magical abilities. Kelpies hold power over water, though not all Kelpies are able to fully use magic. In a structured Kelpie civilization, only the royalty or leaders would have horns to channel magic through. To put it in your terms, a common Kelpie would be like an Earth Pony: no wings or horn, but still able to use a small amount of magic, though it is often very weak. As such, the practice of non-royal Kelpies using magic has died out, so a common Kelpie would not be able to use magic. A royal Kelpie, on the other hoof, could posses a vast knowledge of spells, most of them dealing with water. Unfortunately, we have no other information about how their magic works or possible spells they could know.”

Zodiac nodded, taking in the information given to him.

Maryana was the second one to ask a question. “You said something about a structured civilization, while Cuttlefiss spoke of a more secluded herd. What’s the difference?”

“Well, not all Kelpies enjoy being a part of their modern society, and thus revert back to their primitive ways: living alone or in a group with ten or less members, often lead by a stallion. Small herds aren’t common, but still exist, some within our borders. Cuttlefiss happened to stumble across a secluded herd whose members most likely left the main society. Any other questions?”

“How fast to they swim?” the question came from Sea Breeze.

“I don’t know the exact answer to that question, but faster than most water-dwelling creatures, including sea-ponies. The only thing that has been documented faster was a sailfish.” the changeling responded.

Sea Breeze gave a small nod, a look of worry flashing across her face.

“Any other questions?” a voice from the back of the room spoke up. Stryker and Moth had returned.

Everyone looked around, making sure no pony had anymore questions for Cuttlefiss or Fragil.

“Good. Chrysalis awaits her guests in the dining hall. Follow me, please.”

Maryana and Zodiac Cosmos stood up first, letting the siblings lead the way. The rest of the group followed suit.


Dinner went more smoothly than expected, with Chrysalis being uncharacteristically friendly. Sea Breeze had learned of the location of the changeling “swimming pool” as Moth called it, though in reality it was more like a small lake. Maryana, Reneighah, and Zodiac arranged future plans with Chrysalis. An armor report had come in, the armor was in the beginning stages of being made. Sea Breeze, with Maryana’s agreement, had announced that swimming lessons would start the following morning.

After the feast had concluded, the weary ponies were lead back to the dormitories. After saying goodbye to their escorts, many chose to flop on the bed and go to sleep, having been awake for over a day, Sirocco included. Before she fell asleep, however, she could hear Nerdz giggling on the other side of the room.

“You know, I’m just glad the myth wasn’t true. Changelings don’t eat cooked pony!”