Chapter 1

Twilight Sparkle

Twilight Sparkle awoke with a start. Everything was coming at her in a rush. She couldn't even begin to comprehend that this was really happening. She was in a green cocoon, being harvested for her energy. She didn't know what caused her to wake up, but thank Star Swirl the Bearded she did. What had happened? What had really happened? Did they actually fight Chrysalis and just lose? Or was she cocooned as soon as she was trapped in the cave? Did she even make it to the cave?

There were so many questions and no start to any answers. Did she get to prove her point, that there was something wrong with Cadance? Where was the real Cadance? What happened to Princess Celestia?

Focus on the task at hand, Twilight. Get out of this cocoon. She took as steady of a breath as she could. She was weak. Very weak. She wasn't even sure if she could muster up a spell, any spell, to get her out. She didn't even know what the cocoon was made of, how hard it was, whether it would even break. It would be so much easier to just close her eyes, and drift back asleep, and dream. Dream, go back to the world where she just was, were she had proven her point, Chrysalis was defeated, and her brother was happily married. Where was Shining Armour? He was getting into a carriage last time she saw him...

No. She opened her eyes again, not remembering when they had shut. She had to get out of here. She had to find her real brother, the princess, her friends...

She blinked harder, focusing. Was that Fluttershy in the row of cocoons in front of her? And a few down from her, was that Rainbow Dash and Pinkie? Twilight began to turn her head. There were more cocoons behind her. She could make out Applejack.

Suddenly something stirred from the floor beneath her. She froze. Cautiously looking down with only her eyes, she saw something sleeping. Something absorbing all of the energy that was being harvested. Was that Chrysalis? She turned her head a little, trying not to move her body too much. No, whatever it was, it wasn't Chrysalis. It looked more like a ponyquin. She relaxed a little—but only ever so slightly. What if they could tell she was awake? That she was conscious? She glanced at the door. So far nopony had shown up. Maybe she still had some time. But she had to act fast.

A flash of lightning illuminated the room. From that one spark, she could see that the only thing in the room on the floor was the ponyquin. She felt out the cocoon. It felt like jell-o, but it was stiff to move in. She could barely make a scratch it in with her hoof. She'd have to use magic. She tested her powers. They were weak. Extremely weak. Ever so slowly, she began to burn the cocoon around her.

It took a few tense minutes, but finally the cocoon evaporated around her. She fell to the ground with a loud thud. Twilight didn't move. She played dead, barely breathing, in case a group of changelings charged the room, or the ponyquin came to life. Plus the magic had drained her and she needed to save her strength. She needed to recharge as fast as she could—she needed to get her friends out.

Slowly, Twilight began to get up. She had to think rationally—not that she ever didn't—and come up with the best possible strategy. The only way out of the cocoon was magic. She couldn't risk the strength and time to do the other five by herself. She needed to find Rarity first.

It was harder to see now that she was on the floor. While the cocoons let off a green glow, the ponies were all silhouetted from the ground. She stayed under her cocoon so she wouldn't get lost. Fluttershy was in front of her, a bit to the left. Two down from her to the right were Pinkie and then Rainbow Dash. Applejack's cocoon was behind and to the right of where Twilight's had been.

There were more cocoons in the great chamber than she had originally thought. Many more than those who had just been at the wedding. The entire ceiling was packed full, and each cocoon's energy went straight into the ponyquin. Twilight looked towards it. She wondered what it was, what it was doing. What was its purpose. As tempted as she was to get near it, she knew she'd be risking too much. She had limited time before somepony—some changeling—noticed something was wrong, and put her back into a cocoon. Or worse.

She didn't want to use her magic and energy to find which cocoon held Rarity. She needed to save her energy to get Rarity out. As if somepony was hearing her prayers, lightning flashed again. Thankfully in the millisecond the room was lit, she saw Rarity out of the corner of her eye, at the end of the row that held AJ.

She stood under the cocoon beside Rarity's and slowly began to work her spell. Lightning flashed a couple of more times, and every time it did, Twilight flinched at Rarity's expression of horror. It seemed to take longer to free Rarity than it had herself. She had to be careful not to burn Rarity in the process.

Twilight managed to muster up a bit of extra magic to float Rarity softly to the ground. Now that there were two conscious ponies, she was sure at any moment, somepony was going to burst into the room. It took a few minutes for Rarity to fully awaken. Just as Twilight could see Rarity was fully conscious, she stuffed her hoof into Rarity's mouth.

"Listen to me, and listen to me carefully," Twilight whispered as calmly as she could. "Do not panic. Do not scream. Do not faint. If you do not remember what happened, I will explain everything to you later. Right now we need to get the other girls."

Rarity kept glancing around, the look of horror on her face growing larger and larger. She began to breathe louder, almost as if she were about to hyperventilate.

"The only way to free the others is with magic. I realize that your magic may not be as advanced as mine, but believe me, you can do it. Anyone can learn magic. Just because it is my special talent, doesn't mean other unicorns cannot learn what I know. I am going to explain to you how to use the spell. I don't have enough energy to free everypony else by myself," Twilight said. She opened her mouth to continue when a flash of lightning shone up the room and something caught her eye. She stuttered for a second. "Rarity. No matter what, we can only free Rainbow Dash, Fluttershy, Applejack and Pinkie Pie. There is no time to free anyone else. Do you understand? It would take too long to free everyone else. We could be caught at any moment. Only the others. "

Twilight kept glancing back. She took her hoof out of Rarity's mouth.

"I understand..." Rarity said. Rarity slowly began to follow Twilight's gaze, and just as she saw it, lightning flashed again. Sweetie Belle was in the cocoon that had been next to Rarity's. Her eyes were shut and her hoof stretched out, as if reaching for Rarity.

"W-We can't Rarity," Twilight said, tears coming to her eyes. The look on Rarity's face had changed from horror to heartache. "Only the others."

Slowly Twilight pulled Rarity away from her sister. She lead her over to Fluttershy and explained to her how to do the spell.

"I'm going to go get Pinkie," Twilight said, pointing two cocoons over to Pinke. "If you're not finished when I'm done, I'll come help."

Rarity finished freeing Fluttershy on her own, just as Twilight finished telling Pinkie not to panic.

"Pinkie, you keep a lookout with Fluttershy, while Rarity and I get Rainbow Dash and Applejack," Twilight said. Pinkie nodded, putting her arm around Fluttershy, who wouldn't stop shaking.

Finally, after a tense half hour from when she first awoke, Twilight and her friends were freed.

"We need to get out of here, find the Princess, the Elements of Harmony, and figure out how to get rid of the changelings," Twilight said. The others nodded.

Cautiously, they began to walk towards the door. Thunder crackled and lightning flashed. Green eyes glowed from the ponies above. Rarity kept glancing back, but continued moving forward.

Twilight tensed as she approached the door. Wincing as she did so, she pushed open the door. Everypony seemed to hold their breath. Nothing happened. No one rushed them, no alarms sounded.

"Quietly now. Stick together no matter what," Twilight said.

They began to make their way through the palace. She didn't know where she was leading them. Just away from the cocoons. More of them occupied the ceilings throughout the palace, the same green cloud leading back to the main chamber where the wedding had been held. Once or twice they came across a sleeping changeling, but no confrontations occurred.

Finally the main doors were ahead.

"We're almost there," Twilight said under her breath, optimism becoming a possibility again.

But then a hiss came from above.

"Twi..." Applejack drawled.

Twilight looked up just as a handful of changelings charged down at them.

"Run! Stick together!" Twilight said, pushing open the main doors and running outside.

She ran as fast as her legs would carry her. She wasn't sure how many changelings were chasing them, but that more and more seemed to add to the group as they ran through the courtyard. Rainbow Dash kept a few of them at bay, and Applejack pulled one off of Fluttershy.

Twilight didn't realize where she was leading them until she saw the labyrinth up ahead. Why her hooves lead her here, she didn't know, but there was that spark of optimism again.

"We can lose them in the maze!" Twilight shouted.

As Twilight entered the maze, she looked behind her. Rarity and Applejack were right on her heels. Rainbow Dash was flying above her, and miraculously, so was Fluttershy.

A changeling charged Pinkie, knocking her down. It bit down on her leg and began to drag her back, just before she entered the maze.

"Pinkie!" Twilight shouted.

"Help me!" Pinkie cried.

Twilight closed her eyes and summoned up the rest of her energy. Her magic blasted towards the changeling, knocking it off as AppleJack helped Pinkie up.

As soon as the other two entered the maze, the entrance sealed up. Changelings began to throw themselves at the wall, making indents into the hedge, but none burst through.

"W-W-Why aren't the-ey just flying ov-er?" Fluttershy asked.

"Probably for the same reason I can't fly right now," Rainbow Dash said. Everypony looked at her. She was flapping her wings like crazy, but she didn't rise off the ground.

"What if this is some trap like with Discord?" Rarity said.

Twilight took a deep breath.

"I don't think so," she said, "I felt like I was being led here by something good. Let's just stick together and we'll figure this out."

No sooner than the words left her mouth, were Twilight and her friends separated by walls.

"It is just like with Discord!" Rainbow Dash said, "Except this time I have my wings, but I still can't fly!"

Twilight grunted in frustration.

"At least the changelings can't get us in here," Pinkie said.

Suddenly, a bright light shone in front of Twilight. On the path in front of her was a doorway, the bright light streaming out of it.

"Uh, does anyone else have a doorway in front of them?" Applejack asked.

"Yes," Twilight said. The others chimed in too. They all had doors.

"Enter the doors. They will take you where you need to go," whispered a voice. A voice that sounded familiar.

"Did that sound like Celestia to anyone else too?" Twilight asked, her heart beating fast. The Princess had led them here. They were on the right track.

"Yes," the others agreed.

"Alright everyone. Go through the door. No matter where it takes you, try to get back to Ponyville. We will meet there," Twilight said, as she stepped towards her door.

"To Ponyville," Applejack said.

"Meet back there," Rarity said.

"Yes," Twilight said, as she walked towards her door, "To Ponyville. Back home. Where I need to be."

And with that, she stepped into the light.

Chapter 2

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Chapter 2

Twilight Sparkle

Find the princess. That's what the voice whispered as Twilight stepped through the doorway. It left a tingling sensation, as though she'd just walked through a thick mist. Find the Princess? The voice still sounded like Celestia. Why wouldn't she just say "Find me" instead?

"It doesn't matter, just find her," Twilight said, shaking her head as her thoughts got off track again. Her eyes finally adjusted to the new light. Her jaw dropped.

She was back in the maze. She was still in Canterlot. This was the exact opposite of where she needed to be! What was Celestia thinking, sending her back here? Were the others still here too then?

"Hello? Applejack? Rarity?" Twilight called. Nothing. The walls that had separated them earlier were gone. There were no signs of the shining doorways. Maybe she was on the other side of the labyrinth. The entrance to this one looked different. It lead out onto the streets, as opposed to the courtyard where they had entered.

No more changelings were trying to get into the labyrinth. The sky was still dark; no stars could be seen and it was a new moon. The only thing that lit up the sky was the eerie green glow of the energy being harvested all around. It came from every direction and all pooled into the palace—into that weird ponyquin.

The first task was to figure out a way to get around the city without being detected. She could try to pass off that she was a changeling who looked like Twilight Sparkle, but they knew who had escaped and probably wouldn't buy it.

"Or... I could use a spell to make me look like an unchanged changeling," Twilight thought aloud. She wasn't sure if she even had enough energy, but that magic doorway seemed to revitalize her a bit. Her optimistic spirit at least. She wouldn't question any more why the Princess kept her in Canterlot and sent her friends off elsewhere. It just meant it was Twilight's personal mission to find Celestia. Once she accomplished that, she and the Princess would come up with a strategy on how to find the others and the Elements of Harmony, and all seven of them would defeat Chrysalis.

Twilight took a deep breath and cleared her mind. She needed to concentrate in order to make the spell work. She'd only practiced it a few times at home, where she would try and turn herself into Spike. She never told the others about the spell, because it seemed unethical, in her opinion, to walk around looking and pretending like she was somepony other than herself. Tricking people like that was a low that Twilight didn't care for. But tricking changelings, she didn't have a problem with at all. See how they like it.

She paused for a moment, her breath catching—Spike. She hadn't seen him in the room with the cocoons. What had happened to him? Had he escaped? She hoped so.

She closed her eyes and began the spell. Slowly she felt a tingling sensation start at her hooves, and steadily make its way up the rest of her body. When she was fully covered, she finished the spell, carefully making sure she pronounced every word right, and then stopped. She opened her eyes and looked around. She looked down at her hooves. They were still their normal shade of purple.

"Spike always said I looked like him when practicing the spell; but to me, I always looked like myself," she thought aloud. What she needed was a mirror; but where in the labyrinth there was a mirror, she had no idea. The only thing she could do was leave the maze, and hope for the best. Or at least a shop window before bumping into any changelings.

Cautiously, she walked out of the maze. She carefully observed Canterlot. It was still. She approached the nearest shop. Her reflection showed a changeling; sick black, scaly, slick, with bright turquoise eyes.

Something past her reflection caught her attention. Something inside the shop. There, hanging from the ceiling, were three pods. From what she could make out, it looked like a mare and two foals.

"We have to fix this," she whispered, tearing her eyes away. When she stepped back, she noticed the green cloud coming from atop the shop. Most of the shops around her were the same. Ponies were trapped inside.

Find the Princess, she reminded herself, you can't save them now.

She looked up and down the streets, trying to determine where she was, and what her next move should be. When was the last time she saw Celestia? When they were battling Chrysalis. But what if that hadn't actually had happened? What if that was all in her mind?

Either way, Celestia would have been at the fake wedding. She must be in the palace somewhere, she thought. Towards the palace is where she would go.

Walking around Canterlot was creepy. It was silent, and still. Not even the wind seemed to whisper. As she walked by the train station, she saw pods hanging from the awnings, poor ponies who had been waiting to get on the train to go home. Maybe they had been trying to escape. She wondered where the train was.

What was more puzzling however, was where all of the changelings were. Where was Chrysalis? Was she in the palace somewhere? Torturing Celestia perhaps? Had the rest of the changelings dispersed, and conquered other parts of Equestria? Maybe they were fighting elsewhere, taking over another major city, like Manehatten, or Vanhoover. Were there any ponies left? Or was everyone in pods, being harvested?

No. There must be some survivors. There has to be, Twilight thought. Even if there aren't any in Canterlot, I refuse to believe that all of Equestria has been captured.

Soon the palace began to emerge in front of her. It looked frightening with no lights on inside; no cheery lanterns hanging from the gardens, no birds chirping merrily. It didn't resemble the beloved palace at all. The green clouds circling above it covered the palace in silhouette. It seemed to loom over her, a dark tower that she didn't want to enter. But Celestia was in there, and she had to find her. That's why she was still here. One of the others would find the Elements of Harmony—unless Celestia knew where they were—and they would rendezvous later once they were found.

The main door was still open from when they had escaped. Quietly, Twilight went back inside. Her heart began to race—there were changelings in here. They lazed about, some yawning, others quietly chatting and snickering at each other. It looked like they were tired and relaxed, as though they had just had a big feast. Of our energy, Twilight thought. Some glanced towards her, but they didn't suddenly charge her. They thought she was merely one of them, coming back from a stroll or a fly.

One of them seemed to hiss something towards her. She wasn't sure if it was actually speaking to her or just hissing. She had only heard Chrysalis talk (in her dream?), but none of the others had said anything while they were attacking. Maybe they couldn't speak, only hiss? Or maybe the hissing was their way of communication.

Quickly, Twilight hissed back. She couldn't hesitate too long, lest they become suspicious. She hissed back viciously, and kept walking. None of them followed, nor did they try to communicate with her again. Heart pounding, she walked down a side corridor and entered the first empty room she saw.

She needed a moment to calm herself. She couldn't let herself be caught. She needed to find the Princess! Where could they be keeping her? Surely Celestia wasn't in a pod somewhere. She couldn't be. That would be impossible. If anything, she was fighting Chrysalis somewhere in the palace right now.

Suddenly something caught her attention. Her ear twitched. A light breeze seemed to float from behind her. She turned around and saw a set of stairs. She looked around the room, now noticing that she wasn't in a room at all. She was in a short, narrow hallway. There were spiraling stairs at the end, where the breeze was coming from. There were no windows on the walls, and the hallway seemed older than the rest of the palace.

Twilight suddenly realized where she was. She hadn't ever gone here before, because, well, nobody ever did. The stairs at the end led down to the dungeons. The dungeons, long and forgotten by most, just like the caves where she and Cadance were kept. Every castle and palace had a dungeon; but ever since Discord was defeated, the first time by Celestia, the dungeons had no use. Once he was defeated, there were no more problems and Equestria was in peace. With no one to be punished or contained, the dungeons had long been forgotten. Twilight was even surprised they weren't sealed off.

The wind from the stairs seemed to carry something up with them. Was that a cough? A voice? Was someone down there?

"Princess Celestia," Twilight said, determination in her voice. There was a reason she had turned off into this random hallway. Everything happened for a reason.

She headed for the stairs, her heart racing again. She was going to find the Princess. She wouldn't be alone any more. Maybe then they would find Spike, and then find somewhere to hide while they planned their next move. Maybe one of the others had already found the Elements of Harmony, and they were all meeting in Ponyville right now, waiting for her. She knew it was unlikely, but the thought made her happy.

She walked down the stairs quietly and carefully. As optimistic as she was, she couldn't just barrel down the stairs and burst into the dungeons. If Celestia was in there, surely she would be heavily guarded. And what if she wasn't? What if the changelings were living down here? Or what if she walked down to find thousands of more pods?

Twilight hesitated as she neared the last bend. What if no one was down here. What if the wind was just playing tricks on her.

Then that's one place already searched, and you can move on and check somewhere else, she thought to herself. One place at a time.

Holding her breath, she turned the corner and descended down the last of the stairs. And then her mouth dropped.

There, in the middle cell, pacing back and forth, was Luna. Just Luna, alone in the dungeons. No changelings in sight, none guarding the locked prison. She wasn't in a cocoon. No green energy floated out of her soul. She didn't even look tired. Just frustrated, pacing back and forth.

"Find the princess," Twilight whispered again to herself. How could she have been so stupid? Of course there were two princesses! Three if you included Cadance, but she knew that wasn't what the message had meant. She had to find one of the princesses. Everyone seemed to forget that Luna lived in both Equestia and on the moon. She should have realized that Luna was somewhere in Equestia ; more often than not, when it was an unscheduled new moon, it meant that Luna wasn't on the moon, that she was somewhere else, and that she was in trouble.

Luna whipped her head up at the sound of Twilight's voice. Her hard features softened for a moment.

"Twilight Sparkle," she said. She sounded relieved.

Twilight smiled and began to step towards her, but then stopped.

"How do you know it's me? Don't I look like a changeling?" Twilight asked. Luna sighed and closed her eyes. She shook her head.

"I can see you for who you really are," she said quietly. Twilight walked towards her, and stood in front of her cell.

"What happened? I mean, what really happened? Did that evil witch really marry my brother? What happened to Princess Celestia?" Twilight asked.

"I cannot answer all of your questions Twilight Sparkle, for I do not know. I mostly sleep during the day, for I guard the night. I do not know if your brother married the changeling. My Day Guards—the ones who watch Equestria for me for those few hours that I do sleep—they alerted me once the attack had already begun. The barrier around Canterlot had been broken and the changelings were everywhere. By the time I got here, all of the wedding party had been implanted into pods. My sister was nowhere in sight. Neither was Queen Chrysalis when I first arrived. I managed to save one little filly—a friend of yours I recognized. But then I was ambushed by more changelings than I could count. They tried to implant me as well, but it did not work..."

"Why not? Why didn't it work?" Twilight asked. "I'm surprised to see that they aren't guarding you right now. You are powerful Princess Luna, just as powerful as Princess Celestia. Surely they would fear you too."

Luna sighed again and looked Twilight straight in the eyes.

"Their dark magic does not work on me for one simple reason; dark magic still lives within me. The Elements of Harmony may have changed me back from Nightmare Moon, but she still lives within me. I control her now, and use her power for good. But because of this, it counteracts the changelings' magic to harvest energy from me. Changelings can only harvest and feed off of good energy, they cannot feed off of the dark energy they are made of. It is a variable of the same magic of Nightmare Moon. That is the reason I can see through your disguise, see you for you. And that is why they left me here, imprisoned. They were not sure what else to do. Chrysalis tried a few things, but our magic abilities are matched. Without my sister and our combined strength, I cannot defeat her. And neither can Celestia. Her magic may be good magic, but it is still the same strength as Chrysalis'. We are a team Celestia and I; we need to work together."

Twilight couldn't believe what she was hearing. Nightmare Moon was still basically alive? Nightmare Moon was the reason that Luna was still here, fully capable of a fight? Essentially, Nightmare Moon had saved Luna!?

"That is also the reason," Luna continued, "that Celestia and I do not control the Elements of Harmony any more. Although I do not use the dark energy, while it lives within me, I cannot control the Elements. That is why you and your friends are now their keepers."

Twilight was a little stunned. She had no idea. Celestia had never fully explained why the Elements had suddenly chosen Twilight and her friends. Sure, they were fundamentally personifications of the elements, but other than that, she had always wondered why the princesses stopped using them.

"I realize this is a lot to take, and may compromise any trust you have towards me," Luna said, breaking Twilight's thoughts, "but believe me when I say Nightmare Moon is not in control, and nor shall she ever be in control again. After seeing that festival in Ponyville, and that so many ponies celebrated the night... any jealousy that Nightmare Moon and I once shared, is gone. You were the first person to be kind towards me after the change Twilight Sparkle—aside from my sister of course. I would hate to break what was becoming a friendship between us by confiding my dark secret in you."

"I trust you Princess Luna," Twilight said without a moment's hesitation, "and I would love for us to be friends."

Luna smiled. "Excellent. Now, I think I know how you can get me out of here."

And with that, Twilight began to work on freeing the princess.

Chapter 3

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Chapter 3

Pinkie Pie

Be serious. Be serious? Is that what Celestia had just said? Pinkie wasn't one to argue with Celestia. She was her leader. But being serious was something Pinkie gave up a long time ago, back when she got her Cutie Mark. Laughter was her forte now. It was the Element she embodied for Pete's sake! But it was a very serious time in Equestria. And although she was terrified, and laughter helped her cope with that feeling, she would try to be serious, like the Celestia-voice had asked.

Slowly Pinkie's eyes began to adjust from the bright light of the magical doorway. The air seemed different here, wherever she was. Cleaner, fresher... almost familiar. The voice had told her that the doorway would lead her to where she had to be. Little by little as her vision came back, she realized where that was.

She was home. Not Sugarcube Corner in Ponyville. She was back on the farm where she grew up. It was hard to see because the sky was cloudy, and there was no moon. The unnatural green glow from the pods filled the air, but it was weaker here than it had been in Canterlot. And it didn't give off enough light for her to see properly. But it was home. There was the silo where she held her first party after seeing the rainbow. There were the rocks in position to be moved to the north field. And there, past the fields, was the house. There was a dim light on inside, barely visible. And far worse, there was a steady, though frail, stream of green energy coming out of the roof.

Pinkie ran for the house. She was afraid of what she might see there, but if her family was in there, she had to get them out.

When she reached the door, it was locked. She looked at the window beside the door. It was boarded up. She ran to the next window. It was boarded up too. As she circled the house, she saw that all the windows were boarded up. Only one window from the top floor had a gap between the boards, and that is where she had seen the light. How was she going to get up there? What if there were changelings in there, chomping down on her family right now?

She went back to the front door. She charged at the door and threw her shoulder against it. It didn't budge. She tried again and again. Slowly she could hear it creaking and tearing. Her shoulder ached, but she kept on going. She had to get inside. After a few more throws though, the door still wouldn't go down. What else could she do?

She looked around. An idea struck. She picked up a rock and threw it with all her might at the nearest window. The glass on the outside shattered, and the rock thumped against the boards on the inside. She went up to the opening and carefully, though quickly, began to tear away the boards. These ones weren't as secure as the ones on the door had been.

Once she made a hole big enough, she climbed through. A shard of glass caught on her leg, but Pinkie didn't care. It was just a scratch. Her family was in there being harvested, and she had to save them.

Once inside, she looked around. The house was a mess. Furniture was piled up against the door. That explained why she couldn't knock it down. The floors were dusty and there were cobwebs in the corners. How long had they been in cocoons? There was no way her mother ever let the house become this unbearable. Equestria must have been taken over quite a while ago.

Something thumped upstairs. Pinkie's heart began to race. A changeling?

She headed towards the stairs, but just as she reached the first step, something caught her eye. An eerie green glow coming from the kitchen. No.

Turning away from the stairs, she headed into the kitchen. Her heart sank.

Inside the kitchen, hanging from the ceiling, were two pods. Inside were her mother and father. They had no frozen look of horror on their faces, like some of the ponies had back in the palace. They looked peaceful, as though they were sleeping.

Tears began to stream down Pinkie's face. She stood in front of her mother's pod and rest her hoof against it. It felt like rubber.

She missed her family a lot. She thought of them all the time. She tried to keep in touch with them, but they had slightly drifted apart over the years. Pinkie had left for Ponyville shortly after receiving her Cutie Mark. She just couldn't farm boring rocks any more. So, her mother and father had set her up with the Cakes and she had lived at Sugarcube Corner ever since. She wrote to her family every week, and they were slow to reply, but they wrote back too. But soon their replies came slower and slower. She knew it wasn't because they didn't love her, they were just busy farming their rocks. It was hard work, even if farming rocks made no sense. They seldom came into Ponyville, even though it was the closest village near their farm. Her parents preferred to go to a more old-fashioned village, in the other direction. It was where her extended family lived, and they were more comfortable there, than in Ponyville. She couldn't even remember the last time she saw her family.

Drifting apart from her family was the one thing Pinkie Pie was ashamed of in her life. She felt and carried that shame every day, but kept it buried deep inside. She hadn't even told any of her friends about it.

"P-Pinkamina?"

Pinkie Pie turned around. She hadn't even heard them come downstairs.

"Inkie? Blinkie?"

Inka Josephine and Bellamina Marie, as her mother would have called them. Her younger sisters. It had been years since she had seen them.

"What.. what are you doing here?" Inkie asked, stepping forward. Before Pinkie could even answer her, Inkie pulled her into a hug. "We've missed you so much."

More tears began to spill from Pinkie's eyes. "I've missed you guys too."

"What happened here?" Pinkie asked, as she pulled out of the hug.

"We were attacked," Inkie said, glancing back at Blinkie. "Blinkie and I were working in the cave and—"

"Cave?" Pinkie asked.

Inkie looked confused for a second, but then it dawned on her. "Yes, cave. A couple of years back, Blinkie and I discovered an underground cave on the property. It's where the dried up well leads to. I fell down it one day, and when Blinkie lowered herself down to save me, we noticed there was a small cave. After some careful examination, Blinkie expanded the cave and we discovered there were gems inside. We've been mining them ever since. Father and Mother don't really approve, you know, risky new business. So they let us keep some of the profits from the new mining business, but most of it goes towards keeping up supplies to farm the rocks..."

Inkie glanced towards her parents, the same heartbroken face plastered on that Pinkie had when she first saw them.

"What happened?" Pinkie asked again, softer this time. She couldn't bear to look at her parents again.

"We were working in the cave, and I went up to get us some water. Before I was even at the top of the well, I could hear the screams. Blinkie and I got up as fast as we could, just in time to see those... those black creatures pulling Mother and Father into the house. A few attacked us as we ran to the house, but Blinkie kept them off. We tried to save them, but by the time we got to the house, they were in these pods. Those things tried to get us too, but we managed to fend them off," Inkie sighed. "They kept attacking us for days, so we eventually boarded up the house and have been hiding here ever since. We've tried to get them out of those pods, but nothing's worked."

Pinkie looked over at Blinkie. She had stayed in the entrance to the kitchen, and was obviously trying to keep her eyes away from the cocoons.

"It'll be ok Blinkie, we'll get them out," Pinkie said, walking over and pulling her into a hug. Blinkie was the middle child and Inkie the youngest. Blinkie had always been the closest to their mother. Blinkie nodded at Pinkie's words.

"She can't talk anymore," Inkie whispered quietly. Pinkie looked from Inkie to Blinkie and back.

"What?"

"It happened last year. One of her explosives went off earlier than it should have in the cave. I wasn't down there, since explosives are her special talent. We first thought she was deaf, but then she got the message across that she could still hear us, but her voice was gone," Inkie explained. "She hasn't been able to explain why, because she doesn't know. It's a mystery."

Blinkie's Cutie Mark was a picture of dynamite. Somewhere during her youth, the young filly had discovered pyrotechnics and had a knack for it. Pinkie remembered seeing her after Blinkie had just gotten her Cutie Mark. She was the first female pony Pinkie knew who had pyrotechnics as her special talent.

Inkie's Cutie Mark was a geode. She could identify every different kind of rock there was.

Pinkie hugged Blinkie again. "I'm so sorry."

She turned back to Inkie. "How long ago were you attacked?"

"A few months ago I guess... I'm not sure, we've sort of lost track of time. How did you get here? Why did you come back?" Inkie asked.

"Princess Celestia brought me here. I was in Canterlot when the main attack began. I don't remember what happened though, it's all a blur. I was in a pod when my friend Twilight Sparkle set me free. If you said you tried everything you could think of to break the pods, then the only way they can be freed is with a spell. We'll need to find a unicorn," Pinkie said.

"But everyone's in pods. Blinkie's snuck out a few times, to find food. She says that all of the ponies she's come across are cocooned. Everyone around is being harvested. Where are we going to find a free unicorn?" Inkie asked.

"I know two who are free. And we're all supposed to be meeting in Ponyville. They'll help us," Pinkie reassured. What she failed to mention, was that the help might not come right away. Twilight wouldn't let Rarity save Sweetie Belle, so there was a good chance that Twilight was going to say they had to defeat the changelings before saving anypony else. And, even though it hurt to admit, she knew that Twilight would be right. Maybe that's what Celestia meant by being serious. Pinkie had to realize that her priorities might not come first, because they weren't for the greater good. There was a bigger picture, one that she sometimes failed to realize. One that Rarity had to see right away by leaving Sweetie Belle in the palace. But that didn't mean that she couldn't take her sisters along for the ride.

"Come on girls. You can come too. We'll need all the help we can get, if we want to defeat these changelings," Pinkie said, taking charge.

"I don't know how much help I'll be though..." Inkie said, "What can I do? Identify rocks.."

"That doesn't matter. Blinkie's explosives will come in handy for sure. And you can communicate better with her, since you've had the time to understand her body language. It's best if all the conscious ponies stick together. We need everypony we can to help fight. Plus you're my little sister. I'm not leaving either of you two behind. Everypony is important Inkie," Pinkie said.

Inkie nodded. "Ok, let's go then."

The two of them began to head out of the kitchen. Blinkie hesitated and finally looked at the pods. Pinkie put her arm around her.

"There's nothing we can do now for them. They'll be ok. The changelings can do no more. In a sense... they're safe the way they are," Pinkie said softly. Blinkie nodded, her eyes pooling with tears.

"Ok! Let's do this!" Pinkie said, some of her usual bounce coming back into her step. She and Inkie began to clear away the furniture from the door. Suddenly there was a series of loud stomps behind her. Inkie stopped, turned to Blinkie behind her and nodded.

"Blinkie's right; we're going to need some supplies," Inkie said, a slightly mischievous grin on her face. "Come on Blinkie; let's show Pinkie where we keep the grenades."

Chapter 4

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Chapter 4

Rainbow Dash

Be patient. Rainbow Dash just barely heard what the Celestia-voice had said before something smacked her against the face. She flew back a few feet, shaking her head. Her eyes hadn't adjusted yet from the bright light. She couldn't see where she was, or what had hit her. She hadn't even fully realized that she was flying. There was no ground beneath her; could she be in Cloudsdale?

Something whooshed by her left ear, narrowly missing her head. Slowly her eyes began to adjust to the dark sky. Yes, she was in Cloudsdale, she could see that now. Various figures of different colors were all around her. Most of them were black. There were screams, grunts and groans coming from all directions. Cloudsdale was under attack.

Changelings and pegasi everywhere were fighting. Cloudsdale hadn't yet fallen to the changelings. The pegasi were still fighting. How long had this been going on? How much longer could the pegasi hold out? She could see a few pods hanging from various awnings; clearly, although they weren't giving up, the pegasi were slowly falling. She couldn't let this happen to Cloudsdale.

The changeling that had pummeled her rammed into her side. Rainbow Dash wasn't prepared; the hit was hard and her left wing cracked unnaturally from the impact. It was from that damned horn on the changeling's head. Rainbow Dash cried out in pain. She tried to keep steady, but she was starting to go down. She could still flap her wing, but it was too painful, and too weak to fully support her.

She couldn't believe this was happening. She was Rainbow Dash, the fastest pegasus there was, the coolest in all of Cloudsdale and Ponyville. And she was going down after one hit?

She tried to stay up, but was failing miserably. She sensed the ground beneath her coming closer, faster and faster. And what was worse was that the changeling that took her down was charging at her again from above. It was going to finish her off once she hit the ground. Well, she wasn't going to let that happen. She wasn't going back into one of those life-sucking pods.

Trying as hard as she could to ignore the pain, Rainbow Dash did a barrel turn and began to fly in the opposite direction the changeling was heading. Normally she would have charged right back at it, and she felt like a coward trying to get away, but she had to be sensible. Sensibility was something she was slowly trying to work on. Ever since that whole Mare Do Well stint her friends had pulled, she had been trying to improve herself and her enormous ego. It was easier to do the right thing and not show off and act tough when her friends and others weren't watching. And right now the right thing to do was get away to a safe spot and figure out how to fix her wing. And then go back and save Cloudsdale.

She knew her little stunt wouldn't deter the changeling for long, just give her a little bit of a head start, while the changeling turned around and chased her again.

Even though she was flying as fast and hard as she could, she was still slowly descending. She could hear the changeling catching up behind her. Stumbling slightly, she made the transition onto the ground and began running as fast as her hooves could carry her. But the changeling was still faster in the air. It dive-bombed onto her, tackling her to the ground.

Rainbow Dash kicked it off her and began to run again. There was a cave up ahead. Surely she could lose it in there and hide.

As she ran towards the cave, she noticed the eerie green glow of the sky above her. Ponies must be encased in pods everywhere. It wasn't just Canterlot—obvious from the attack on Cloudsdale—but she didn't want to believe that it was really happening all over Equestria. But it was. Everywhere she looked, the sky had at least a small stream of green growing from it.

The changeling cut her off from her thoughts and the path towards the cave. It dragged her down from behind and pinned her to the ground. It smirked devilishly down at her, its bright green eyes boring down into hers.

Slowly, it lowered its horn down to Rainbow Dash's forehead. She began to feel dizzy, her eyes losing focus. She began to feel sleepy.

No... I can't fall asleep... I can't go back into one of... those cocoons...

Her body began to tingle. She couldn't move. Her wing didn't even really hurt any more. Maybe it wouldn't be so bad in one of these pods. There, she could dream and fly. Cloudsdale wouldn't be under attack. She'd be with her friends. But it would be fake.

She hadn't even realized her eyes were closed when the tingling sensation stopped and she opened them. The changeling was off of her and preoccupied with something else. Sound began to return to her ears. It sounded like someone was struggling with the changeling. Someone was saving her.

Her eyes were still out of focus and she still felt dizzy. Her body was still immobilized. The sounds of the struggle stopped, and someone began to drag Rainbow Dash away.

Hey! Let me go!

Except the words wouldn't come out of her mouth. She couldn't quite move yet, though slowly her eyes were coming into focus. She couldn't see who was pulling her—they were in front of her, behind her head—but they had brought her into the cave. It was pitch black.

Rainbow Dash's leg twitched. She could almost move it. Out of the corner of her eye, she saw something flickering. The figure continued to drag her in silence. What if it was a changeling tricking her? What if this changeling wanted to eat her? Forget feeding off of her energy, just feed off of her in general?

Suddenly Rainbow Dash jumped up and pushed away the figure.

"Heeyy..!" the figure said, stumbling. They stumbled into the flickering light of the fire and fell over. "Careful Rain-bow Dash."

Rainbow Dash couldn't believe it. It was Derpy. Derpy had saved her?

"Derpy?"

Derpy wobbled into a standing position, still a little unsteady. She looked at Rainbow Dash with her slightly crooked eyes.

"I've been hiding in this cave ever since those changings attacked," Derpy said. Rainbow Dash sighed.

"They're called changelings," she said. She couldn't believe her luck. Out of all the ponies to save her, it had to be Derpy. She was a nice enough pegasus and all, but just so the opposite of Rainbow Dash. While Rainbow Dash was 20% cooler, Derpy was 20% lamer.

"Oh, whoops. Enn-ee-ways, they haven't found me yet. I just happened to be looking outside when I saw one of them following you. Did you hurt your wing Rain-bow Dash?"

Why in the name of Celestia am I stuck with this pony?

"Yeah," Rainbow Dash said, stepping into the light of the fire. She tried to get a better look at her wing, see how badly it was bent. It didn't feel broken, just sprained. But jeez did it hurt.

"Oh no. May-bee I can fix it for you? You should, uh, bind it or something," Derpy said. She began to move to the other side of the fire, where she seemed to have a small pile of supplies. She tripped over a rock. "Oops!"

"Ugh." Rainbow Dash hoof-slapped her face. Why. "Listen Derpy, I really appreciate you saving me and all, but I can't stay here. I need to go meet up with my friends and stuff. They're waiting for me. But thanks anyways."

She turned around and began to head back out of the cave.

"Oh, ok! Where are we going Rain-bow Dash? Wait for me, let me grab my bag," Derpy said from behind her. Rainbow Dash sighed.

"No Derpy, you're not—" Be patient. The voice rang through her memory again. Wasn't that what Celestia had said as she walked through the door?

Rainbow Dash turned around and looked at Derpy, who was busy gathering her things. There seemed something... upbeat about Derpy, like she was happy Rainbow Dash was there. She knew Derpy didn't have a lot of friends. She was friendly to every pony she met. It wasn't because she had a lazy eye; it was because she was just too clumsy and accident prone. She hummed to herself quietly as she gathered her small supplies into her bag.

But she saved you. You'd be in a pod—or worse—right now if it weren't for Derpy. She's been hiding in this cave, afraid of the changelings, and yet she ventured out to save you.

But she's so clumsy! It's Derpy! She practically destroyed the Town Hall! She can't fly straight and she's always causing delays. She would just slow you down on your way to Ponyville and be a burden.

But she saved you. Give her a chance. Be patient.

Be patient. There it was again. Celestia said that the doors would lead them to where they needed to be. Was she supposed to find Derpy? Were they supposed to team up together? If so, then why? And how had a pegasus, like Derpy, managed to evade the changeling attack? Surely a pegasus like Derpy would have been one of the first and easiest to put into a pod. But then again, she did just pull one off of Rainbow Dash. One that was in the middle of complicated magic. One that so far, hadn't come into the cave to take on both of them. Maybe there is more to Derpy...

"So Rain-bow Dash, where are we going?" Derpy asked, her bag on her back, the fire safely put out. There was a smile on Derpy's face.

"To Ponyville. We're going to Ponyville," Rainbow Dash said.

"O-K!" Derpy said, falling into step with Rainbow Dash as they headed out of the cave. "Hey Rain-bow Dash, do you wanna muffin?"

Chapter 5

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Chapter 5

Applejack

Don't give up. Applejack thought that was an odd thing for Celestia to say. Applejack never gave up, it just wasn't in her nature. She believed that every problem could be solved, if you had the right positive attitude. But she knew Celestia had sent her here for a reason. And she would take the message to heart. She trusted Celestia's judgement; surely she had a reason for telling Applejack not to give up.

Applejack knew where she was right away. It didn't matter that her eyes hadn't yet adjusted; she could smell the apples, the feel of the earth beneath her hooves; she was home. Sweet Apple Acres. Home.

Her eyes finally adjusted to the dark. Looking over her shoulder towards Ponyville, she could see a slow steady stream of green cloud wafting up into the sky. There were ponies trapped in Ponyville. She prayed everyone she knew would be ok. Maybe the others were transported back home as well; it would make meeting in Ponyville a lot more convenient if they were all sent back there. But she knew deep down, this probably wasn't the case.

She looked back at her farm. She saw no streams of green coming from any of the buildings. Maybe her family was ok. Or maybe they were cocooned in Ponyville somewhere... Apple Bloom had been at the wedding. Was she trapped there like Sweetie Belle? Most likely. Applejack didn't want to think about it. She had scanned the room as quickly as she could as they were leaving, but she couldn't see Apple Bloom anywhere. Maybe, just maybe, the little filly had escaped.

Figuring she was sent directly to Sweet Apple Acres, as opposed to somewhere else in town, she decided this meant that she should explore her home first.

It was eerie as she walked up to the house. It seemed abandoned and haunted without any lights on. Granny Smith always left the porch light on for anypony who needed a light in the dark. It felt so empty, being on this vast bit of land, without that lamp lit. If only Applejack knew that it was an indication of what she was about to find inside.

Pushing the door open quietly, she walked inside the house. It was dead silent. Furniture was upturned, some of the back windows were smashed and there was a hole in the wall that separated the kitchen from the living room. Somethin' mighty fierce happened here...

Quietly, Applejack walked into the kitchen. The faucet was leaking, some of the cupboard doors were coming off of their hinges, the table was on its side. Goosebumps ran up Applejack's legs. She didn't want to imagine what had happened here.

Her ear twitched. She heard something upstairs. Was that a door that just closed? It was ever so faint, but maybe, just maybe, someone was home.

She turned to leave the kitchen, but then stopped and looked back at the table. She didn't know why, but there was something about it. Something that was calling towards her. She had to look behind it. Don't give up.

Slowly, she approached the table. And then her heart stopped. Behind the table, lying deathly still, was Granny Smith. She wasn't in a cocoon, wasn't being harvested for her positive energy. She was just lying there, peaceful almost; like she was asleep. But Applejack knew she wasn't. She knew she wouldn't wake up.

"G-Granny Smith?" she called softly. Instantly, tears began to pool in her eyes. She took off her hat. She walked over and placed her hoof over her grandmother's. It was cold. "G-G-Granny Smith?"

It didn't matter how many times she said her name, or how hard she cried. Granny Smith was dead.

Applejack collapsed to the floor. This was the day she had been dreading ever since just after Apple Bloom was born—just after her parents had died. She knew one day Granny Smith would pass on too, but she had hoped it would have been under different circumstances. That she'd be asleep in her bed. Not here, behind an overturned table, not when all of Equestria was under attack. Not when Applejack was alone. She couldn't be strong on her own, not here, not in this situation. She needed Big Mac and Apple Bloom. And she didn't know where either of them was.

It was bad enough that she missed her parents every day, that she kept that hurt hidden for Apple Bloom's sake. Apple Bloom had never known their parents, not for long. She wasn't even a month old before the accident happened. And now Granny Smith was gone too. Now it was just the three of them, the siblings, left together to take care of one another. Except they weren't together. Apple Bloom was probably trapped in Canterlot, and who knew where Big Mac was.

What if he was somewhere in the house? In the same condition as Granny Smith? She wasn't sure if she could handle any more heartache than she was feeling at that moment.

Suddenly, something sounded behind her. She wiped the tears from her eyes and peered around the table. Big Mac had entered the room.

"B-Big McIntosh, wa-what happened here?" she asked, standing.

Big Mac just looked at her from across the room. He didn't look sad. He didn't move. He didn't say anything. Just looked at her, head tilted slightly to the side.

"B-Big Mac! Now, now you tel-ell me, what happened hee-ere," she said, trying to keep her voice steady. But it didn't work. Tears poured down her cheeks as she motioned towards the still Granny Smith. "C'mon now, tell me—"

Applejack suddenly whipped her head to the other side of the room. Standing there, at the other entrance, was another Big McIntosh. Her mouth hung open. She didn't know what to say or do. Too many things were happening at once. Her mind was too revolved around Granny Smith to remember the about changelings.

"No!" the second Big McIntosh suddenly yelled. There was fury behind his eyes. Applejack had never seen him look so angry. "Not mah sister! You will NOT impersonate mah little sister!"

Apple Bloom? Was Apple Bloom here? Applejack quickly glanced around the room. The first Big Mac was cautiously starting over at the other, and slowly backing out of the room. There was no Apple Bloom figure. It was as the second Big Mac began to angrily approach Applejack that she realized he was talking about her.

"B-Big Mac! It's me, Applejack," she said, backing into the counter.

"You kill mah grandmother and now you impersonate mah sister? How dare you, you evil creature!" he spat at her. He stormed towards her, his hoof raised.

"No! Big Mac, please, it's really me! It's Applejack! Please! You've got to believe me! I-I just found Granny Smith right here, I didn't do anything! P-Please!" Applejack cried. She closed her eyes and shielded her face. But nothing came.

"Applejack?" he said cautiously.

"Yes, it's me," she said, slowly opening her eyes. "What happened here?"

A floorboard across the room creaked. Applejack and Big Mac turned towards it. The other Big Mac was making an escape for it.

"Oh no you don't. You will not impersonate me too," Big Mac said. He charged towards the changeling and tackled it to the ground, sliding over into the other room. Applejack didn't see what happened, but she heard everything. The cries of the changeling. Big Mac's hooves beating against it. A solid thud when it was over. Big Mac came back alone.

"I'm sorry Applejack. I thought you to be one of those creatures," he said quietly. "They came n' attacked us a few months ago. We held up a good fight. Not many ponies as lucky in Ponyville. We barricaded the house, Granny Smith and I, but a few days ago they finally broke in. They tried to put me in one of 'em pods, but Granny Smith whacked it over the head with her walker. It threw her right through the wall. And that was it."

Tears gathered in Big Mac's eyes, but he didn't let them fall. Applejack began to bawl all over again, and Big Mac pulled her into a hug and held her.

"Any idea where Apple Bloom is?" Big Mac asked after a while, as Applejack started to calm a bit down. The tears never stopped though.

"She was at the weddin' with us. I gather she's still in Canterlot, in a cocoon," Applejack said quietly.

Big Mac nodded. "How did you escape?"

Applejack wiped her tears and told Big Mac about how Twilight set them free. How they were chased, and then separated, and how she was transported here. She didn't tell him about the message though. But she now knew what it meant.

Celestia had sent her here, because she had to know about Granny Smith. She couldn't have gone on and fought the changelings, only to come home once it was all over and found she had lost her grandmother. Even though all she wanted to do was give up; to hide in here, with Big Mac and not deal with any of the bigger problems going on right now; at least now she had a personal reason to fight. She had to avenge Granny Smith. They didn't just harvest from her; they outright just killed her.

"And you said you guys were gonna meet in Ponyville?" Big Mac asked. Applejack nodded. "I'll come with you."

Big Mac left the room and began to gather some things for the both of them. When he returned after a while, his bag on his back and Applejack's in his mouth, Applejack shook her head.

"We can't just leave her lyin' like this..." Fresh tears began to form. She couldn't bear to look at Granny Smith, and yet she couldn't look away.

"I've been diggin' a grave outside. That's where I was when I saw you through the window and came back inside... I guess that changeling had been hidin' in the house, waitin' for me to go to sleep," he said. "C'mon, we'll put her to rest. Then we'll go."

Big Mac carried Granny Smith's body outside. Applejack relit the porch lantern and took it with her, guiding the way to the grave. Big Mac had chosen a spot beside the barn, where Granny Smith had kept a small flower garden. He gently placed her inside, and together they filled the grave.

Neither of them said any words. There were too many things to say about Granny Smith, too many things to thank her for, too many memories to recount. They stood there in silence, holding each other.

Though it didn't feel like enough time, finally Big Mac nudged Applejack and said they needed to go. An eternity wouldn't have been enough time to say goodbye to Granny Smith. But the problem about burying a loved one during a crisis was that there was no time at all to say goodbye. No time to even properly grieve. They had a mission to do, an evil to fight. And that evil wasn't waiting for anyone.

Applejack took the lantern with her, her bag on her back. Quietly, the two of them walked towards Ponyville, leaving Sweet Apple Acres behind. They either had Granny Smith or Apple Bloom on their minds.

As they walked down the main road to Ponyville, something caught Applejack's attention. She stopped.

"Hey Big Mac, woulda look at that?" she said, puzzled. Big Mac stopped.

"Hmm?"

"Over the Everfree Forest. There's no green glow. It's like it's unaffected. The sky above it is completely clear..." Applejack said. Big Mac nodded.

"Eeeyup. I chased a few changelings out this far. Some of 'em tried to fly into the forest but... but it was like it wouldn't let them. They couldn't go anywhere near it. It was so peculiar. Granny Smith.." he choked a little, but continued, "Granny Smith and I were plannin' on goin' into the forest, 'cause we figured it was a sign that it was safe from the changelings. But we never had a safe moment to go. And now it's too late."

"Huh," Applejack said, as they began to walk again. She kept glancing over at the forest, the clear sky above it. It was something she was definitely going to have to remember to mention to her friends.

Chapter 6

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Chapter 6

Rarity

Get dirty. Well, that wouldn't be a hard thing to do here. Rarity knew where she was before she could even see. She could tell by the stench—a smell that would be forever tattooed in her brain, a reminder of that hellish day. Sure, she had easily escaped and didn't make it seem like such a big deal to her friends at the time, but it was something that haunted her dreams every night. She knew it would take a few minutes for her eyes to adjust to the dark; it was darker down here than it was out there, even during the night.

Why Celestia would send her to the Diamond Dogs' caves, she had no idea. But Celestia said it was somewhere she had to be, so Rarity would try and stick it out. Maybe she had to face her fears, face her nightmare, test her courage. But wouldn't fighting those changelings be enough? Whatever the reason, Celestia always had a bigger picture in mind. Rarity could only imagine where her friends had been sent.

When her eyes finally adjusted to the pitch black, she lit the end of her horn to provide a little light. There was nothing down here. She could sense no gems, no diamonds or rubies; the place was wiped clean. When she had been here, it had been the most abundant place she had ever seen, gems and jewels everywhere; but now it was empty. Why send her here, if there were no gems to find? It was her special talent after all. Maybe this isn't about your talent—it's about your fears.

Not sure what she was supposed to be doing, Rarity began to walk down the long, endless tunnel. At least it was quiet down here; no changelings, no pods, no green glow. Perhaps she was safe down here.

She didn't want to think about it, but every time she closed her eyes, she saw Sweetie Belle, imprisoned, her arm stretched towards her. She was so furious that Twilight hadn't let her save her, but she knew Twilight was right. If they had stayed any longer to free any of the other ponies, they would have all been captured and put back into those pods—or worse.

But she was so worried about Sweetie Belle. Rarity herself still felt drained from being inside the pod—and doing more complicated magic than usual to free the others—and she could only wonder how much strain a small filly could take while inside. She didn't want to think about how weak Sweetie Belle must be, but she just couldn't help but wonder. Twilight herself was so weak she couldn't free the others without Rarity's help. How much could a little filly bear?

But they feed off of positive energy. Fillies, in the prime of their childhood, surely have more energy than their adult counterparts. Sweetie Belle is strong. She'll be fine.

Ever since the Sisterhood Social, Rarity had been spending more and more time with Sweetie Belle, really trying to connect and have patience with her little sister. She knew it was hard sometimes for Sweetie Belle; they had such a big gap in age, and it was hard to really feel like sisters since Rarity didn't live at home any more. She knew that Sweetie Belle was sometimes envious of the bond that Applejack and Apple Bloom had. Rarity was doing her best to try and establish a bond like theirs. And lately, they had been. Day trips to the spa, coloring books, singing songs, playing dress up—and what had Rarity done now? Abandoned her young sister.

What's important now is that you make your way to Ponyville. Be strong and meet up with the others. Find the Elements of Harmony, and rid Equestria of this evil. Then save Sweetie Belle.

Rarity wasn't sure how long she had been walking. She had lost track of any sort of indication of time, her mind absorbed with Sweetie Belle. Her hooves were already filthy, a sign she had been walking a long time. Sometimes she cursed herself for having a beautiful white coat; it was so much harder to keep clean.

How big is this place? I don't remember it being this large when I was down here; then again, I didn't get to see the whole place. They must have expanded though.

A rock tumbled to her left. Rarity whipped her head in the direction, getting ready to telepathically throw the nearest rock at the sign of an attack.

"M-Miss Rarity?"

Rarity recognized the voice, and as the figure timidly stepped into her path of light, she recognized one of the Diamond Dogs. It was the leader of the group, she knew that, but she didn't know his name.

"Miss Rarity—you survived?" he asked, clearly in disbelief.

Rarity held her head high. "Well of course."

"What are you doing down here?" he asked. Rarity made a face. Did she really have time to explain something she didn't know to one of these filthy dogs? The last thing she wanted was for him to tag along.

"I was sent here by Princess Celestia," she said firmly.

"Why?" he asked.

"I don't know," she muttered under her breath. She turned away from him and began to continue walking down the tunnel.

"Maybe, maybe I can come with you? I've been down here by myself for so long now..." he said, following her.

"Why don't you just go up to the surface?" she asked drolly.

"Every time I try, one of those black ponies attacks," he answered.

"They're not ponies," Rarity snapped, "They're called changelings. They can disguise themselves as ponies and they feed off of energy."

The dog went quiet. They continued to walk in a long silence. Finally Rarity couldn't bear it any more.

"Why aren't there more of you? What happened to your friends?" she asked.

"They were killed," he said quietly. Rarity stopped and looked at him.

"They killed them? They didn't imprison them in pods?"

"What pods?" he asked.

Rarity took a minute to explain the situation to him. She explained the wedding, the changelings, the pods, the stream of energy leading back to Canterlot. She explained as much as she could—the details were still fuzzy. The last thing she remembered was getting dressed for the wedding, but the wedding itself she couldn't recall. The next thing she knew, Twilight was telling her not to panic and she saw Sweetie Belle imprisoned.

Rarity shook her head, trying to get the image out. It haunted her.

"Sweetie Belle?" the dog asked. Rarity hadn't realized she'd mentioned her name.

"My little sister. She's trapped in Canterlot, in one of the cocoons."

"I'm sorry," he said quietly. He hesitated a moment, then continued, "No, us dogs are not put into pods. They kill us with their magic. Instantly. They do not want our energy. I have seen the green stream you speak of, whenever I try to escape to the surface."

"The changelings don't follow you down here?" Rarity asked. The dog shook his head. "And you're the last one down here?"

"As far as I know," he said quietly.

Rarity stopped walking. There was a wall of dirt in front of her. She sighed.

"What is your name?" she asked softly.

"Rover."

"Well, Rover, since we can't escape up top, I guess our only answer is to keep traveling underground. Do you know your way down here? Could you take me to Ponyville?" she asked. Rover nodded. "Which way?"

Rover pointed towards the wall. "A bit of the tunnel here collapsed a few weeks ago. This is the way to Ponyville though."

Rarity looked at the wall. "Well then, you'd better start digging."

The progress was slow, but eventually Rover dug through the collapsed part of the cave and they emerged back into the developed area.

"How secure is this place?" Rarity asked. She didn't want to be buried down here.

"None of our tunnels have ever collapsed like this before. I'm not sure what caused it," Rover said.

That didn't answer her question. They were at a three way fork in the path.

"Which one takes us to Ponyville?" Rarity asked.

"This one," Rover said, pointing to the middle one.

As they began to head over to the middle tunnel, Rarity stopped. She had a strange feeling—an itch if you will. She glanced towards the left tunnel. She had the strongest urge to go down it. She didn't doubt Rover's words—he still seemed slightly afraid of her, like she was about to start whining at any moment—but she had to go down the left.

She turned to the left and began to walk down it.

"No, Miss Rarity, Ponyville is this way," Rover said, gesturing towards the middle tunnel.

"I know, but I sense something down here," she said, unsure of why her voice suddenly sounded so urgent. She felt panicky, a little shaky—excited?

"But Miss Rarity!" Rover called. He started to follow, but Rarity was moving faster. There was something down this tunnel—something getting closer and closer—that she had to find. It was imperative. She couldn't quite put her hoof on what it was, but she had felt this feeling before. An odd tingle, one similar to the one she got when she sensed jewels, but it was slightly different. It was specific. But where had she felt it before?

She was at a full gallop now. She could hear Rover running to catch up, too afraid to be left alone again, but she kept running. The feeling was growing stronger and stronger, like the beat of a heart growing louder. It was thumping, calling out towards her.

Suddenly she stopped and looked down. Whatever it was, it was here, buried beneath her feet.

Get dirty.

This was it, this was why Celestia had sent her here.

Without a moment's hesitation, Rarity began to dig. Dirty flew everywhere, into her mane, onto her coat, her hooves and legs becoming grey from the dirt. She pushed Rover away when he tried to help—she suddenly knew what was down here, and she couldn't chance him taking them. He was a Diamond Dog after all, just as attracted to jewels as dragons were. But he couldn't have these. These were for her.

Finally, she hit something. Carefully, she pulled a dusty bag out from the earth. Her heart was thumping, beating so hard she was certain it was going to explode.

Why... how did they get down here?

With a shaking hoof, she slowly opened the bag. And sure enough, packed tightly inside, were the Elements of Harmony.

Chapter 7

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Chapter 7

Fluttershy

Fluttershy knew she was the last of her friends to go through her doorway. She knew the soothing voice sounded like Celestia, but this just seemed all too familiar, too much like something Discord would do. Was he back? Was he working with Chrysalis? Why would Celestia separate them? Fluttershy didn't do so well on her own, not when they were under attack by scary changelings.

She knew she was the last of her friends to go through because she kept calling out to them and got no answer. For a while Pinkie Pie was coaxing her with her optimism, telling her everything was going to be ok. The doors were light and right now they were somewhere dark. Surely that was a good sign. But soon Pinkie Pie stopped talking and Fluttershy was all alone. What if she was sent into a pod? What if this was a trap by Chrysalis? She could easily disguise herself as anypony—she had clearly done a good job pretending to be Cadance. Therefore she could easily be putting on Celestia's voice and sending them through these doorways straight back into pods.

Her friends were already gone. What if they were back in their pods already? Or worse, fighting off a herd of changelings and they failed because they were one pony short? What if Fluttershy was supposed to save them all? What if she was their last hope?

The pressure was too much. Maybe she should just hide here, in the labyrinth until one of her friends found her. But they were supposed to meet in Ponyville. Staying in this labyrinth wasn't going to help her get there. What if the doorway led her straight to Ponyville and she was worrying about nothing? But what if it's a trap...

Be brave. It was Celestia's voice again, soothing, whispering in her ear, telling Fluttershy to be brave. Bravery wasn't something she easily came by. But her friends were gone. They were brave enough to go through their doorways. And how long before the changelings made their way into the maze?

Ok. Be brave Fluttershy. Your friends are depending on you. Go to Ponyville. It'll be ok, she told herself.

Closing her eyes and letting out a little "eep!" she ran through the doorway.

Be brave the Celestia voice said again as she stepped through to the other side. Fluttershy kept her eyes shut for a while. She listened carefully. Nothing. It was silent. No sounds of a fight or an attack.

Timidly, she began to open her eyes. It was dark. Very dark. It took a moment for her eyes to adjust, but she could still just barely see. Tall silhouettes surrounded her. Something rustled. A twig snapped. Fluttershy jumped, skittering forwards a few feet, until she realized it was she who had stepped on the twig.

She let out another squeaky "eeep!!" as she began to realize where she was.

"T-the E-E-Everfree-ee Forest!" she squeaked. Why would Celestia send her here? It didn't matter how many times she had been in it before—it was still the scariest place she knew. She especially hated being in here by herself. It seemed three times more scary when her friends weren't here.

Clearly this had been some sort of trap set up by the changelings to scare her. To separate her from her friends, send her to the scariest place, and then attack her. Her heart began to race and panicking, she began to look for any sign of an exit. But she was in the thick of it, trees packed tightly everywhere.

But slowly, she began to calm. She'd been standing there, panicking for several minutes, and so far nothing had attacked her. As she calmed further, she noticed that there was no scary green glow above the forest. There were no pods in here. The sky was clear. She was... safe? In the Everfree Forest? Celestia had sent her to safety! Maybe her friends were a few feet in front of her, waiting, plotting, getting ready for their next move! But the more she thought of it, that wouldn't be true. If they had all been sent here, they would have been waiting for her when she arrived. She was alone. There was something here that Fluttershy had to do. Be brave.

Be brave? That meant she had to go deeper into the forest. But why? What if there were changelings in here? What would Mare Do Well do? She knew that the principle behind Mare Do Well, was that she could be anypony, anyone could be a hero and do good. But sometimes, when Fluttershy was alone, she liked to think that Mare Do Well was a real hero, some unknown pony, who would always save Ponyville— save Fluttershy. And sometimes, when she really panicked and wondered what Mare Do Well would do, she had to firmly remind herself that she was Mare Do Well. And she could do anything.

There's no green sky above the forest. There can't be changelings in here. They can't get to you here. You're safe. Be brave. Go further. Maybe there are other ponies in the forest, waiting for your help. Maybe together you can go to Ponyville.

Suddenly, Fluttershy thought of something very important. Of course there was a pony in the Everfree Forest. Except she wasn't a real pony; she was a zebra. Zecora! How could she forget about Zecora? Once she feared the mystical striped pony, but now she knew better. Zecora would help her—or at the very least calm her down.

But which way to Zecora's hut? Being already deep in the forest, she wasn't sure which way to go.

Be brave. Fluttershy closed her eyes and held the words close to her. She would be brave.

She listened to the wind, the slight breeze that wafted through the forest. Turning to the right, she began to walk. There was something in her gut telling her she was going the right way. She'd find Zecora because it was what she was meant to do. To face her fears in order to gain an ally. And together, with that ally, they'd band together with her other friends in Ponyville and fight those changelings. And then everything would be better. And Fluttershy wouldn't have to be afraid any more.

The walk was long. Fluttershy wasn't sure how long she had been wandering around the forest. Many times, she was sure she was going in the wrong direction. Many times, she stopped and cried, too afraid to press on. But then she'd listen to Celestia's message, get up off the ground and start walking again. When she was really afraid, she'd fly, because it was faster. It was a little ironic, since Fluttershy was actually afraid of flying, but it just happened naturally. The faster she moved, the farther and faster away she got from the things frightening her.

Finally. She stepped out into a small clearing in the forest, and there, in the centre of the trees, was Zecora's hut. Smoke came from the chimney—regular smoke, not scary green energy. Zecora was home. She was safe. And soon, so would Fluttershy.

She raced to the house and knocked on the door. There was some rustling from the other side. Something banged, and then there were whispers. Slowly, the door opened a crack and a yellow eye appeared at her. Fluttershy opened her mouth to speak when the door slammed shut. There was the sound of locks and chains, and then the door flew open again, Zecora standing on the other side.

"Can I believe my eye? Is that really you, Fluttershy?" Zecora said. She pulled Fluttershy into the hut and into a hug.

"Fluttershy!"

Zecora pulled away and stepped aside to reveal Apple Bloom under the table. She raced out and hugged Fluttershy as Zecora secured the door again. Tears ran down Apple Bloom's cheeks.

"I'm so glad to see you! What happened to the others? Is Applejack ok?" Apple Bloom asked.

"Twilight Sparkle set us free from the pods. We escaped the palace, but were soon separated in the labyrinth. We were each transported to a place where we needed to be. I was sent here," Fluttershy said. "Apple Bloom, how did you get here? You were at the wedding with us..."

"Princess Luna saved me," Apple Bloom said, sitting at the table.

"You were never put into a pod? Do you remember what really happened?" Fluttershy asked. She sat down across the table from Apple Bloom. Zecora was stirring something in her cauldron, listening quietly.

Apple Bloom closed her eyes for a moment, fresh tears appearing. She shuddered slightly.

"These questions she cannot answer willy-nilly, for a lot has happened to this little filly," Zecora said, as Apple Bloom struggled to find the right words.

"It's ok Zecora. I s'pose I'm one of the only ponies who weren't put into one of 'em pods. Lots of ponies are going to wonder what happened," Apple Bloom said. She then turned to Fluttershy.

"I guess it all started when Shining Armor told Twilight she couldn't be in the weddin'. Twilight came in and said Cadance was evil, and made her cry, and Shining Armor wasn't happy. But after that, Twilight just... disappeared. Nopony knew where she went. Shining Armor searched for her, to apologize. Of course he wanted her in the weddin', she was his little sister. But no one knew where she was. Cadance persisted that the weddin' go on anyways, and eventually got her way.

"We were all excited to be flower girls, Sweetie Belle, Scootaloo and I. Thought maybe we'd get our Cutie Marks, but it didn't happen o'course. Anyways, it all went down during the weddin'. We did our part, and then the bridesmaids came down the aisle. And then it was time for Cadance to come down, and we all started to feel a little dizzy—'cept for Princess Celestia. She asked what was going on, and somehow Shining Armor snapped out of his daze, and started shouting how Twilight had been right, something wrong was going on.

"And before we knew it, Celestia exposed Cadance for who she really was, that Queen Chrysalis. Celestia demanded to know where the real Cadance was, and where Twilight was, but the Queen just laughed. Then suddenly there were changelings storming the palace, and everypony started screamin' and tryin' to escape. Everyone started being zapped into pods.

"Queen Chrysalis n' Celestia were fightin', and the changelings were attacking everyone. So many ponies, so fast, were put into pods. Applejack jumped in front of me as one tried to imprison me. After that I started cryin' and tryin' to free her. Someone else knocked me out of the way as her pod attached to the roof. It was then that Twilight's pod was exposed. Shining Armor lost it. I ain't sure what happened to him after that.

"Before I knew it, Sweetie Belle and Rarity were imprisoned too, and then you were, and it seemed like I was one of the last ponies to be standin'. And then outta nowhere, Luna bursts in and demands to know what's goin' on. Some of the changelings try to attack her, but she swats them outta the way like they're nothin'. You shoulda seen her power! She started throwing changelings off of ponies, started making real progress in the fight.

"By this point, Celestia had disappeared, and so had Chrysalis. Luna saw me and saved me. She briefly said my name, like she was rememberin' meetin' me at Nightmare Night. She zapped her horn at me and told me she was sendin' me somewhere safe. Next thing I knew, I was in Zecora's hut."

Apple Bloom closed her eyes again and began crying. Zecora came over and put her arm around her. Before Fluttershy could even respond, Apple Bloom began bawling and sputtering.

"Sc-c-Scootaloo didn't make it," she said.

"Is she in one of the pods?" Fluttershy asked, "When we figure this all out, we can go back and save her and Sweetie Belle."

Apple Bloom shook her head and sobbed harder. "O-one of the change-gelings tried to put her in a pod, but Sc-c-c-ootaloo got away—'cept she was knocked outta the window durin' the batt-ttle. The fall killed her."

"Why didn't she just fly away?" Fluttershy asked softly.

"Sc-c-ootaloo can't fly," Apple Bloom sobbed, "it was her biggest secret. Her wings didn't work."

Apple Bloom couldn't stop crying after that. Zecora patted her on the back, murmuring softly to her.

After a while, the crying stopped. Apple Bloom had cried herself to sleep. Zecora tucked her into a small bed.

"The others and I need to meet in Ponyville," Fluttershy said. She didn't know how else to respond. There was just too much sadness in the air.

Zecora nodded. "Yes, to Ponyville in due time, and we'll rid Equestria of changeling's slime. But now it is time for some rest; for plotting is better while at our best."

Chapter 8

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Chapter 8

Twilight Sparkle

It took a long time, but Twilight freed Luna. It took a combination of physical labour, from both Luna and Twilight, and magic to open the cell. Chrysalis had put a lot of thought into imprisoning Luna, definitely trying to ensure that she would not escape.

Daylight was beginning to break on the horizon when Luna walked out—except there was no sun.

"Without my sister, the sun will not shine," Luna said as she glanced out the window. "I must find her."

As the stars disappeared from the sky, and night time began to fall, what normally would be a gloomy grey day, turned into a grotesque green one. The grey clouds reflected the green brighter than their night time counterparts had. It was almost as though all of Equestria was trapped in one of the green pods.

"I'll help you Princess Luna," Twilight said. Luna shook her head.

"No Twilight Sparkle. You must go meet your friends and find the Elements of Harmony," Luna said. She began to pace back and forth.

"But what if Chrysalis imprisons you again? Like you said, your powers are matched. We need to stick together. It'd be better if we came back as a large group and found Princess Celestia together," Twilight said.

Luna remained silent.

"The changelings know that my friends and I escaped. They're going to be more active now. I agree with you that we must find Princess Celestia—but we should do it as a bigger group. If she's in danger or if she's been imprisoned, the two of us can't free her alone. She'll be heavily guarded, especially once they see that you've escaped. They'll know it was me. We need to go to Ponyville together and find the Elements of Harmony," Twilight said.

Slowly, Luna nodded in agreement.

"Alright. We will go to Ponyville. But first there is something I must do," Luna said.

"I'll go with you," Twilight said. Luna shook her head.

"I think it would be best if I did this alone—it will not take long. Though I long to go find my sister immediately, I agree if we were surrounded we would fail. I need to go check on something else before we go to Ponyville. Head to the train station Twilight Sparkle, and I will meet you there."

"What is it that you have to do?" Twilight asked. Luna hesitated a moment and then sighed.

"I will not keep secrets from you any more Twilight Sparkle. I need to go check and make sure that Discord is still imprisoned. This changeling attack, so sudden, when changelings used to be scarce and rare in Equestria... I cannot help but wonder if this was one final trick he played, one final move, before he was imprisoned," Luna said.

"Could he really do something so big like this? It doesn't seem like something he would do. He likes to create chaos, yes, but this is a lot darker and deadlier than anything he ever did. This isn't his style," Twilight said.

Luna shook her head. "While you are right in some aspects, in others you are wrong. Yes, Discord likes to create chaos, and you are right in that he does not harm ponies along the way. This is darker than the havoc he wreaks, but he is very capable of pulling such a stint, as he has done it before..."

"He's done it before?"

"Yes. Discord can tell when he is going to fail. He may be loony, but he is very wise. And while he plays pranks and flips buildings upside down, there is a side to him that wants to see Equestria fall. Just because he does not do it with his own hand, does not mean that he does not create any influence. Before my sister and I imprisoned him last time, he played one final card before he was sealed. At the time, it seemed like nothing. My sister didn't know what he did, and to this very day she still does not know. It was Discord who placed the idea in my head that I was unloved by Equestria. It was Discord who started the seed of envy that eventually turned me into Nightmare Moon. It was his idea, his thought, his simple words, that changed me into a monster and turned me against my sister.

"All he did was comment on how little ponies were out at night, and how nice it was during the day. And that it wasn't fair, because the night was just as nice. He said if he were to break free again and wreak havoc, he would make it night eternal, because the night was so underappreciated. He said this to me, just as I had cornered him and seconds before my sister had arrived. I laughed it off and told him he was muttering nonsense—but the damage was already done. Nightmare Moon began to brew inside me, and soon after we imprisoned him, I began to resent Celestia."

Twilight Sparkle was speechless. She didn't know what to say. Luna could be right then—Discord could have had something to do with this.

"But..." Twilight started, trying to figure out what she was trying to say, "But if this is Discord's fault, what difference does it make if he is free or not? He influenced you before he was captured, but then it took place once it was gone. He could have done the same thing here... He could have found Chrysalis and placed a bug in her ear too."

"I know. But I cannot rule out the possibility that Chrysalis is Discord in disguise. Or that Chrysalis has freed Discord herself. Whether or not she is siding with him, Discord has energy she can harness. He does not possess the same grade of dark magic that we do. His is a grey matter, and that is one she can use. What I really need to find out Twilight Sparkle, is that if he is the root cause behind all of this, and if he is freed or even imprisoned by Chrysalis somewhere, but not in the same incarceration that you put him in, he may know a way to stop Chrysalis."

"Ok, I understand. But why can't I come with you?" Twilight asked.

"In case I get caught," Luna explained. "You're right in that we need more conscious ponies to fight off Chrysalis and free my sister; she will most certainly be heavily guarded, wherever she is. But if we both get caught checking on Discord, and we're both imprisoned again, then Equestria is down one Element of Harmony. You need to get to Ponyville and you need to find the Elements. It would be ideal if I were with you, but if I get caught and put back into the cell, you can free me again later. If we are both put into cells, we will not be in the same place. You will be put into a pod or worse. And that is a risk that we cannot take."

Twilight nodded. She really wanted them to stick together, but Luna was right. It was imperative that she find her way to Ponyville.

"Ok then Princess Luna. What's the plan?"

"Go to the train station. I will have someone accompany you. If I am not there within an hour, then start to head towards Ponyville without me. I will meet you there. I do not know if the train is still running; I doubt it is. So I recommend that you walk the tracks to Ponyville. The changelings have the upper advantage in the air," Luna said.

"That's ok, I can't fly anyways," Twilight said. Who was she going to have accompany her? Nopony else was free.

"You can't; but they can."

It was then that Twilight heard a noise behind her. She turned around and gasped. Standing there were the Shadowbolts.

"How... Where did they come from? I didn't think they were real..?" Twilight said.

"They're technically not; they cannot speak unless I am present to voice their thoughts and they cannot technically think on their own. Unless I am focusing on them directly, they will be silent guardians. It is the best I can provide for now. They are a dark magic trick from Nightmare Moon, that I now control. But they are physically real, and they will protect you," Luna said.

Twilight walked over to one of the Shadowbolt. She poked it. He was definitely real.

"What kind of dark magic—"

"There are many different realms of magic that you do not yet understand Twilight Sparkle, and now is not the time to explain them. One day you can ask—" Luna whipped her head towards the staircase. "Did you hear that? They're coming. Quick, we must leave. Remember, go to the train station; if I am not there within an hour, head to Ponyville. I promise I will meet you there."

Chapter 9

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Chapter 9

Twilight Sparkle

Princess Luna knew of a secret exit out of the dungeons. Apparently, while the rest of the court had forgotten about the old dungeons, Luna had spent a lot of time down there, brooding and plotting in her Nightmare Moon days.

Once they were outside, Luna ran off into the labyrinth. Nopony except for her and Celestia knew where the new Discord statue was hidden, for extra safe keepings. There were many secrets within the maze.

It didn't take long for the changelings to chase them. Twilight and the Shadowbolts took an improvised route to the train station, hoping to lose the changelings along the way. The Shadowbolts were excellent guards. Two of them flew behind, fending off any changelings by air, while one ran alongside Twilight, whom she kept a protective bubble around. While she still didn't quite feel like her usual self, her magical energy was increasing back to normal.

They didn't have long to rest at the train station, but during what little time they did, Twilight inspected the trapped ponies. There were a lot here, more than she had realized when she first passed it by. Not as many as in the palace—nowhere near as many—but it was the second biggest cluster she had seen. Clearly many ponies had tried to make a run for the train, plus any pony who had just arrived at the station was trapped, as well as unsuspecting ponies waiting for the train to take them elsewhere. There were quite a few ponies in the station's uniform. They must have been trying to keep order, to keep calm amongst the ponies.

Before she could inspect any further, one of the Shadowbolts tapped her on the shoulder, and nodded towards an oncoming group of changelings. Looking up and down both directions of the tracks—she had no idea where the train was—Twilight began to run to the left.

"There's no time to wait for Princess Luna here if we're going to be attacked; we'll start heading towards Ponyville and meet her there," Twilight shouted at the Shadowbolts, as they began re-group into their previous formation and run along the tracks. The Shadowbolts obviously didn't reply. Twilight wasn't sure, but she almost got the feeling as though she didn't need to speak to them; as though they could read her mind. She almost wished Luna could spare more of her dark magic, so the Shadowbolts could talk, like they did to Rainbow Dash that one time. She realized that she didn't like the silence, even while running from danger.

It wasn't long before they ran into the tunnel. Twilight continued to run, and then skidded to a stop. The Shadowbolts had slowed down. Twilight created a light ball.

"Why have you?... Oh. The changelings. They didn't follow us into the tunnel?" Twilight said. One of the Shadowbolts shook her head, while another looked behind him. The changelings had surrounded the entrance they had just ran through, but they did not follow.

"Why...?" Twilight wondered. It was just like how the changelings couldn't get into the labyrinth. Except the entrance to the labyrinth sealed itself. I don't know what they're doing now.

Twilight decided to take advantage of the moment and catch her breath. Something rustled from within the cave. She turned sharply and expanded the light ball until she saw the source. Further down the tracks, the third Shadowbolt was making a ruckus, trying to get her attention. There, slightly smoking, and tilting off of its tracks, was the train. It looked as though it had derailed, but not fully, since it was inside—or partially inside—the tunnel. Twilight couldn't see through the darkness to see the other end of the train.

"This is the engine; it was heading towards Canterlot when it was attacked," Twilight said, as she slowly approached it. It had obviously been on fire at one point, still slowly smoking out. The whole front engine was black, covered in ash and cinders. The front windows were open, and from inside she saw something glowing green.

"There might be ponies inside!" she said.

Twilight searched for the nearest door. The train was tilting towards one side too much, that she couldn't get in on that side. There wasn't enough room between the train and the wall. One of the Shadowbolts made noise from the other side. Twilight ran around to where they were standing.

The first door, on the engine care, was bent out of shape and had deformed from the fire. It was impenetrable. But the first door on the second car was off its hinges.

One of the male Shadowbolts entered first. Twilight followed.

The car was dark, except for a small trail of green wafting along the ceiling. Twilight was surprised she hadn't seen the color brighter from outside the train; then again, most all of the unbroken windows were covered in black soot.

She checked out the engine car first. Inside, the room was destroyed. One pony's decaying body could be seen under a pile of metal and rubble. The other conductor was in a pod. The changelings had caused the crash.

The second car was empty, glass scattering the floor from broken windows.

The Shadowbolts led the way through the train, two in front, one behind Twilight. The third car had mostly dead bodies, two young fillies in pods. The crash didn't seem that big; I wonder why most of them are dead.

As they progressed through the train, the dead bodies became less, as the pods became more. Most of the ponies in the front of the train had been impacted by the crash, while those in the further back cars had been ok, but quickly imprisoned.

The third car from the last was half inside the tunnel, half outside. Twilight was expecting to see changelings surrounding the windows, but there was nothing. They continued with caution.

"This is too suspicious," Twilight murmured under her breath. One of the Shadowbolts nodded.

Suddenly, one of the Shadowbolts stopped. The one behind him stuck out her arm for Twilight to stop. There was something moving in the next car. The first one began to tread into the car.

"Wait," Twilight whispered. He stopped and turned towards her. "Can you see through their disguises? The changelings? Like Princess Luna can?"

The Shadowbolt nodded.

"Then don't attack if it's a pony," Twilight said. The Shadowbolt nodded again. He stepped inside, and Twilight followed.

The first thing she recognized was the hat. Purple, with stars. It was bobbing up and down. It wasn't until the pony lifted her head that Twilight fully recognized and remembered her.

"Trixie?"

The pony whipped her head around and her eyes grew wide when she saw Twilight Sparkle. Something dropped from her mouth. Was that... a pinecone?

"Were you just eating a pinecone?" Twilight asked, before she could stop herself. There were so many more important things to ask right now.

"Trixie... the MAGNIFICENT!" Trixie said.

Twilight was taken aback. What?

"Yes, I know who you are. Trixie—"

"The MAGNIFICENT!" Trixie said. She stood and did an odd twirl. Her cape was torn. Her mane was a mess, her tail was ragged, as though it had been cut. Her eyes seemed unfocused. She glanced down at the pinecone again.

"Yes," Twilight said slowly. She turned her head towards the nearest Shadowbolt. "You're certain she isn't a changeling?"

The Shadowbolt nodded firmly.

"The... the magnificent... magnificent.." Trixie whispered.

"Trixie, it's Twilight. Twilight Sparkle? We met in Ponyville?" Twilight said, talking softly.

"P-Ponyville? I... I have a show to do in Ponyville... the MAGNIFICENT!" Trixie laughed maniacally. Her horn sparked.

"Yes, I saw your show," Twilight said slowly. Something was clearly wrong with Trixie. She must have gone through something... something terrible. Twilight wasn't sure what to do. "It.. It was a great show."

"Magnif...NIFICENT!"

"Yes, it was magnificent," Twilight said. This was almost too sad to see. Sure, Trixie had been rude and a show off, but she had been ambitious and level-headed—even if she only thought of herself. And now... now she just wasn't herself.

Maybe she just needs to be reminded of who she really is. Just some TLC. I can't just leave her here—she's eating pinecones for Pete's sake. I just... I can't leave her alone. Maybe I can help her.

Something stirred outside the train. One of the Shadowbolts huffed angrily. The changelings must be close.

"Listen, Trixie—"

"The MAGNIFICENT!"

"Listen Trixie the Magnificent, how would you like to come to Ponyville with me?" Twilight asked. She could see dark shadows moving outside of the train. She tried not to panic. This couldn't be rushed. She didn't want Trixie to panic. Sure, she wasn't as powerful as Twilight, but she didn't want her to set off her magic by accident. Any accidental unicorn magic could be fatal.

"Ponyville... I have to do a show there," Trixie said. "I'm late!"

"Yes!" Twilight said, "Come with me Trixie. I will take you to Ponyville, to do your show."

"Ponyville... mag.. magnificent..." She glanced towards the pinecone again and back at Twilight. She seemed almost sad.

"You can bring the pinecone," Twilight said.

Trixie straightened her hat and happily picked up the pinecone.

And then the train was attacked.

Chapter 10

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Chapter 10

Rarity

Rarity gaped at the Elements. How had they gotten here? Why weren't they at the palace like they usually were? This was even stranger than when they found them at Twilight's house when battling Discord. Did Celestia put them here? When would she have had the time to? Maybe she had used her magic?

"Miss Rarity?"

Rarity glanced over her shoulder. Rover was peering down into the hole Rarity had dug. It wasn't very deep. The Elements were sparkling and shining. She shifted so her body covered the bag.

"Miss Rarity, are you—"

Rover stopped. Rarity looked back at him. He had seen the Elements. Their jewels. Something in his eyes changed. He almost looked hungry.

"I.. I didn't know there were still gems down here.. in these tunnels.." he said, almost drooling.

Rarity straightened up. She closed the bag and put it on her back. She stared squarely at Rover.

"These aren't for you," she said darkly. Rarity climbed out of the shallow hole and put it between her and Rover. He took a step towards her, his eyes hungry. "Don't come any closer."

"Gems.. jewels.." Rover stumbled towards her. Rarity stepped back, her horn sparking, ready. Rover's eyes glazed over and he began to bark, foaming at the mouth. He charged at Rarity. Rarity telepathically threw a stone at him, stalling him for a moment, but it was all she needed. She ran.

Rarity ran as fast as she could. She knocked over stones and tried to make as many obstacles as she could behind her, anything to slow Rover down. She could hear him close on her trail, barking and charging towards her. There was something about the Elements that had changed him for the worse. Something about their magic, their feel. They were the ultimate jewels after all. Rarity briefly wondered if it was this hard for Spike to contain himself when he was around them.

The tunnels were more elaborate and confusing than she remembered. Holes were suddenly in all directions, up, down, left, right—she didn't know where to run. She ran in as many different directions as she could, trying to lose Rover in the tunnels.

Rarity slowed for a second—it was quiet behind her. Her heart was beating so fast she could barely catch her breath. Her hooves hurt. She was exhausted and dirty—but she didn't care. There were more important things, too many things to be alert for now. Not only did she have to worry about changelings and pods, but now Rover was on her case.

The tunnels around her were still bare. No gems could be detected. She wished she could find some to distract Rover with. It'd be ideal to leave a big pile of them somewhere, so as to deter him. But maybe he was off her trail. Maybe she had escaped.

Rarity slowed even further. All was quiet, except for the beating of her heart. She looked behind her. Nothing.

Just as she let out a sigh of relief, she was tackled to the ground.

Rarity screamed. She landed on her back, the Elements digging into it painfully from within the bag. She had used a closing-seam spell on the bag so that there was no way it would fly open under any circumstances. It was her duty, and her duty alone for now, to protect the Elements until she met up with her friends.

Rover pinned her to the ground, barking viciously at her. Spit flew into her face and she screamed. She thrashed, trying to throw him off as he swiped towards the bag. He missed and cut her shoulder. She screamed further. Tears streamed down her eyes. He made a move to bite at her, but she shuffled just in time. As hard as she tried, she couldn't throw him off of her. He was too heavy.

"Give me the gems pony!" he hissed at her.

He continued swiping at the bag. Rarity looked around her, screaming, searching for something to throw at him, but there was nothing in sight. She tried to throw him off using her magic, but she was too panicked to concentrate. How did Twilight always manage to use magic in dangerous situations without fail? Rarity was definitely going to be training with her after this. If she survived that was.

Is it really going to end like this?

Rover banged her head hard against the ground. It was evident that she wasn't going to let him get near the bag, so his next move was to get rid of the obstacle preventing him from the bag—her. He thrashed on her, her face becoming dirtier and dirtier as it dug further into the ground. Her head began to feel fuzzy. She wasn't sure how much longer she could stay conscious.

Suddenly, something flew out of the shadows and tackled Rover. Rover whimpered, but then barked back at it, and they began to brawl. Rarity took deep breathes, trying to regain some strength. She quickly checked to make sure the Elements were still all there—she was sure she must have blacked out for a second—and then turned to see what was going on. Just as she lit a small ball of light, a pair of bright green eyes reflected back at her. Changelings.

She stood too quickly, her vision spinning. She couldn't tell how many changelings there were all together, but she knew there were at least two. One was still wrestling with Rover, and another was coming towards her. Where had they come from? Had they been hiding down here the whole time? Rover had said that there were no changelings down here—maybe these two were lost? Came down and attacked the rest of the Diamond Dogs, and then got lost in the tunnels? She wouldn't be surprised.

Rarity steadied herself and stared the changeling in the face. It snickered and dove at her, but she moved to the side just in time. Ceasing the opportunity, she ran down the nearest tunnel. Rover kicked the changeling off of him and charged after her. The changelings followed.

Now, now it's not about going to Ponyville. Now it's about staying alive. If either of them catch up to you, and you're killed down here or harvested, nopony will ever find you. Or the Elements. And Equestria will stay like this forever. Just keep running Rarity.

Rarity didn't bother with obstacles this time. She needed to keep all her strength in order to keep ahead of Rover. In order to stay out of the changeling's grasp, all she had to do was be faster than him. And then she would have a slight advantage to safety while they took care of him.

She glanced behind her. Rover and five changelings. Just five. While that was too many to take on herself, she was glad it wasn't a swarm like they had encountered at the palace.

Rarity turned down another tunnel. This one felt different. It felt like there were still gems down here, near the end. The tunnel was low just before opening into a small cave. Get dirty. She didn't forget. She crawled through the small space. On the other side was a rock. She quickly moved it into place, blocking off the small entrance.

Trying to catch her breath again, she quickly scanned the cave. Its formations looked different than those of the Diamond Dogs. This wasn't their territory. The feeling was dim, but there were gems still inside. Three tunnels led off from the cave. She glanced behind her. The rock she had placed was rustling. They were trying to break through.

Picking at random, Rarity ran down the middle tunnel. The feeling of gems grew dimmer. Wherever she was going, it had been more thoroughly mined.

The tunnel led into a larger cave. There were no other tunnels leading from it.

"No, no, there must be another way to go," Rarity said, panicking to herself aloud. She could hear echoes of her pursuers in the tunnel. The changelings? Rover? Both?

"No no no no no."

She ran in a full circle, scanning the walls of the cave. There had to be a way out, there just had to be. But there was just the one tunnel and a few empty boxes of dynamite. She was trapped.

"No, no, it just can't end this way, not here, not underground," she cried to herself. She collapsed, breaking down in panic in the middle of the cave. It couldn't end like this, it just couldn't.

Suddenly, she felt something. A breeze of fresh air. She whipped her head up. She couldn't believe it.

It was hard to tell because it was still mostly dark out, but there was a hole in the cave above her. The sky was peering through. She could see the green glowing off of the clouds. How was she supposed to get up there? It was her only way out.

She scanned the cave again. The boxes. Quickly, she brought them to her using her magic. The echoes in the tunnel were getting louder, but she couldn't tell if they were coming closer. Damn caves and their echoes. She piled the boxes, not necessarily caring if they were steady, so long as they were high enough to get her out.

She scrambled up them, and cursed—something a lady never did. They were too short. Too short!

"No, no, please, there must be one more box..." she said. She scanned the room from up top. There were no more boxes. And the echoes were definitely coming closer, as they began to sound less like echoes.

What was she going to do? Could she jump up there? No, there was no way she'd make it. Could she levitate a box under her while she stayed on it? She wasn't sure. But it might be her only choice.

Just as she was about to try her tricky magic, she heard something different. It wasn't the charges of footsteps in the tunnel coming closer—it was something above. A voice. Someone was up there.

"Help!" Rarity screamed, "Please! If anypony can hear me, please help me! I'm down here! Help!"

Her cries began to turn hysterical. Rover burst into the cave. He was ragged and clearly injured, but still there, hungry for the Elements. Three changelings tumbled in after him. Rover moved towards Rarity, but the changelings were determined to get him and were tackling him to the ground over and over. Either way, it was just stalling time, which was exactly what Rarity needed.

"Please! Please help!" Rarity screamed.

"Hold on a second! We'll get you out!"

She ripped her eyes from the terror below and looked up. An unfamiliar pony was looking down at her. The pony turned away and talked to someone else. Then suddenly, another pony appeared, a familiar pony. Rarity's heart skipped a beat. She couldn't believe it.

She was saved.

Chapter 11

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Chapter 11

Pinkie Pie

Blinkie led them to a room in the back of the house. The room was spacious, with two beds, two dressers, and two desks inside. Some pictures of different rocks hung on the wall near one of the beds, and the desk nearby had various rock samples lined up. Near the other bed on the other desk was what looked like a chemistry set and some empty metal shells, and a pickaxe leaned against the wall.

"This room is new," Pinkie said, as she and the girls stepped inside.

"Yeah, we built it just after discovering the cave. We'd had the idea of building it here before that, but never really needed a reason. It's built over the old cellar, and it's where Blinkie keeps her explosives. She wanted her bedroom near where she'd be keeping her supplies, so we decided to just build right on top of it. That way, if anyone wanted to steal some of the explosives, they'd have to go through Blinkie first—literally."

Inkie pointed towards Blinkie, who was moving her bed. Underneath was a rug, which when she flipped it out of the way revealed a trap door. She smiled at Pinkie.

"So.. you guys don't sleep upstairs anymore?" Pinkie asked. She knew it was an obvious question, but she still felt compelled to ask it. There were many times when as she was trying to fall asleep, she'd reminisce about the time she had shared a room with her sisters. It made her feel a little sad that they still weren't in the same room the three of them used to share.

"Yeah, not any more. We thought about having separate rooms, but we like sharing one. Plus, Pa built this new room with a door leading straight outside, as an emergency escape; you know, just in case one of Blinkie's experiments didn't work out and the room caught on fire, or exploded or something. And with a door leading straight into the room, they didn't like the idea of Blinkie being down here all by herself and thought it'd be safer if the two of us were together," Inkie explained. Blinkie lifted the trap door and began to walk down. The other two followed.

"So what did you do to the old bedroom?" Pinkie asked out of curiosity.

"It was hard to decide what to do with it. You know how Pa hates unused space. First they tried turning it into an office, but neither Ma nor Pa are really good at the written part of the business. I've taken it over mostly now, and we decided it was too weird to have the office upstairs, especially if a client came in and needed to sign some paper work. So, we still use the desk in the den for that," Inkie explained, "Then Ma thought maybe she'd use it for her sewing room, but decided she preferred the light in the den also. So, it's mostly just been sitting there. I think there were a few other unsuccessful uses, but Blinkie and I go rarely up there any more, then I sort of lost track. Though..."

Inkie paused for a moment, a small smile on her face.

"Though what?" Pinkie asked.

"It's been dusty and pretty much sitting empty for a while. But just before the whole changeling attack, I went upstairs to fetch a spare blanket. I passed by the room and noticed Ma inside. There was a newer, bigger bed inside, with a colorful duvet, and she had hung up new flowery curtains, and there was a can of pink paint sitting at her feet. I think she was turning it into a spare bedroom... a guest bedroom.. for you."

A few fresh tears spilled down Pinkie's cheeks. Her parents never did anything that involved bright colors; sometimes she wondered how they felt about having a pink-coated daughter. There were times when she was younger, when she wondered if she had been adopted, but she had too many similar features to her parents and sisters.

"She really misses you; Pa too. We all do. Blinkie and I feel bad that we never go into Ponyville as often as we should, to visit..." Inkie dropped her head in shame. Pinkie stopped walking and put her hoof on her shoulder.

"No, it's ok; you guys are busy with the farm and your new mining business. It's ok, I understand. It's not like I ever come back here and visit... When all of this is over, we'll have a big reunion. And we'll make sure we see each other a lot more afterwards," Pinkie said.

"You really think things are going to end up ok?" Inkie asked, biting her lip. Pinkie nodded.

"Oh yeah. My friend Twilight is the smartest pony around. She got herself and all of us out of the pods. She's definitely going to find a way to save Equestria and we're all going to help," Pinkie said.

"Including us?" Inkie asked.

"Absolutely."

Suddenly a bright set of lights came on over head. Pinkie squinted her eyes for a second, and then climbed down the last few stairs, Inkie behind her. Blinkie was already at the bottom beside the switch. She swept her hoof around, gesturing to the room.

The cellar had been expanded since Pinkie had least been there. She recalled only ever having to go down to the cellar once in her life; her parents always deemed it too dangerous for her and her sisters, since it was extremely old and falling apart. Now it looked brand new.

Various grenades, bombs, and other explosives lined the walls. There were some that seemed almost as though they were on display, but most were packed in boxes.

"Wow; Blinkie, did you make all of these?" Pinkie asked. Blinkie beamed and nodded. "What are the walls made out of?"

The walls seemed almost shimmery. They were different than the old dirt and rock that had been the cellar's walls before.

"That was my part in it," Inkie said, stepping forward. She went up to a wall and knocked it with her hoof. "It's made from a material of blended rocks, that molded together become like a hard shield. We did a few tests, and while it's not completely indestructible, it'll hold up to ten full blown blasts and still protect the house before the cellar starts to crack."

"That's amazing," Pinkie said.

"Thanks. It took some work, but we figured it out," Inkie said. Blinkie clip-clopped a complicated pattern of noises. Inkie nodded.

"We should start packing if we want to get to Ponyville ASAP. We should have some spare saddlebags down here we can use," Inkie said. She moved to the other side of the room where there were some other various supplies kept in a corner.

"So, what's this hoof-sign-language you use Blinkie? Did you come up with it yourself?" Pinkie asked. Blinkie shook her head. She clip-clopped something.

"She says I should explain it. She didn't come up with it completely on her own. There's a deaf pony, TeaLeaf, in the next town over, who Ma likes to have tea with every now and then. TeaLeaf uses various foot movements, leg movements, head movements and expressions as a body language. Ma can understand most of it. Once Blinkie had her accident, Ma took her to meet TeaLeaf and get her to learn the language. But since Blinkie can still hear, she decided to modify the language so it was based off of hoof sounds, so that we didn't have to be watching her intently in order to have a conversation. Plus, this way if she's in another room, she can yell something across the house and we can respond. So in a sense she turned it into her own language. She knows the proper body language as well, and Ma prefers that she use that instead, but Pa, Blinkie and I like the sound one better. It's faster and easier," Inkie explained.

"That's so cool, given the circumstances. Was it hard to come up with?" Pinkie asked. Blinkie shook her head. She stomped out another message. Inkie laughed.

"You're being modest Blink," Inkie said. She handed Pinkie and Blinkie a set of bags.

"I'd like to learn it one day," Pinkie said as she took her bag. "I'd like to be able to talk to both sisters."

Blinkie put her hoof on Pinkie's shoulder in thanks. She smiled at her. Pinkie smiled back. Blinkie then turned to Inkie and stomped out a long message. Inkie nodded.

"Blinkie says she'll pack most of the explosives and put a few in our bags too. She knows what's best. She says you and I should go get other supplies that we might need," Inkie said.

"What if the grenades go off in our bags?" Pinkie asked, watching as Blinkie began to stuff as many as she could in her bag. Blinkie looked at Inkie.

"Blinkie's made the grenades herself. She's made them in a way that they can't explode unless the pin is pulled, a button is pressed, and the top is turned. It sounds like it'd be a lot to do in a short time if you were being attacked, but it's actually really easy to do. And it's hard to do all those things, in the right sequence, by accident. But, since weird things can happen, if one is set, it will vibrate and beep. Then you have ten seconds to throw it. It'll light up too, so you know which one it is if you have a group of them," Inkie explained.

Pinkie stood there and stared at her sisters.

"Since when did my sisters get to be so smart? Even Twilight will be impressed with you guys," Pinkie said. Inkie laughed and blushed. "So what other supplies should we pack? I'm used to packing balloons and stuff..."

"Well, we should get some food and water. We don't have any fresh food left, but we have tons of dried—you remember Pa's hobby. We have a few small canteens of water left that we can take. Just grab whatever else you think might be useful around the house. Let Blinkie give you a few explosives, and then you can go gather around the house. How about we meet back in the bedroom in ten minutes?"

Pinkie and Blinkie nodded. Blinkie packed a few bombs and grenades in Pinkie's bags. Pinkie then went back upstairs. She tried to avoid the kitchen.

There wasn't a whole lot to find in the house. She found a few various lengths of rope in a closet, a blanket and a flashlight. When she went upstairs, she couldn't stop herself from checking out her old room. Just as Inkie had said, there were neat flower curtains—made my her mother she was sure—hanging on the window. The three small beds that had once been in there were gone, and instead there was one big one, with a light pink and yellow duvet. An unopened can of pink paint and a brush sat in the corner.

When we finish all this, and I get you out of the cocoon, I'm going to paint with you Ma.

Pinkie quietly left the room. She grabbed a few bandages from the bathroom before heading back downstairs.

Blinkie and Inkie were back in their room. Inkie was packing some food and water into Blinkie's over-stuffed bag. Blinkie had only explosives in her bag. Inkie had grabbed some of the same stuff as Pinkie, a blanket, some rope, a flashlight. Both ponies had pickaxes strapped to one side of their bags as well, and had hardhats on.

Inkie walked over and put water and food into Pinkie's bags.

"Oh good, bandages. Good thinking," she said.

"What's with the hats?" Pinkie asked, just as Inkie strapped one to her head. It was struggling to contain her pink curls.

"Blinkie suggested that we travel underground, which I think is good. I don't see why there would be changelings down there. We can travel via tunnel to Ponyville. The hats are for good measure. Safety first," Inkie said. "We don't have a spare pickaxe though."

"That's ok. I'll be the nurse," Pinkie said.

"Awesome. Ok, everyone ready? Let's go."

Inkie and Blinkie pried down the boards they had used on the door leading from their bedroom to the outside. Inkie poked her head outside first and slowly stepped out. After a few silent minutes, she waved the other two to follow.

"The helmets have lights built in them, so once we're down there, we'll be able to see. Though it looks like daylight is starting to break; I wonder where the sun is," Inkie said, scanning the sky as they walked towards the old well opening that led into the caves.

"Without Princess Celestia, the sun won't rise," Pinkie said.

"I hope the princess is ok," Inkie said.

"She has to be; she's Princess Celestia!" Pinkie replied.

Blinkie suddenly put her hoof up and stopped them. She tilted her head forwards a bit, towards the direction of the opening. They were only a few feet away. She stomped something quietly.

"Blinkie's right; do you hear something?" Inkie whispered. They all paused for a second. "Someone's calling for help!"

The three ran towards the opening, which the sisters had marked with reflective markers so nopony would accidentally fall in. The screams got louder as they approached the hole.

"Please! Please help!" someone screamed. Inkie looked down the hole.

"Hold on a second! We'll get you out!" Inkie turned towards Pinkie, "Quick! Your rope!"

"That voice sounds familiar!" Pinkie said, as she pulled the rope out of her bag. She poked her head down the hole.

Pinkie couldn't believe her eyes. There, timidly standing on a pile on unstable boxes, was Rarity. She looked terrible. And worse—she was being attacked by changelings. And was that a Diamond Dog?

"Ohmygosh, Rarity! Quick, grab onto this!" Pinkie threw the end of the rope at Rarity. Rarity grabbed on and Pinkie began to pull.

Just as Rarity was almost out of the hole, a changeling grabbed onto her leg. Rarity screamed as it bit in, and began to drag her back. Pinkie began to slip towards the hole as it pulled Rarity in further.

"Inkie! Grab the rope and help me!" Pinkie shouted. Inkie grabbed on as well, and they began to pull Rarity and the changeling back up. Unbelievably, a second changeling came and chomped on Rarity's other hind leg. She let out a painful scream her face covered in tears.

The three ponies began to slide back towards the hole. Blinkie huffed and dug into the ground, getting ready to charge. She charged towards the hole and swiftly kicked both changelings off of Rarity. Rarity flew out of the hole.

"Ohmygosh Rarity! Are you ok?" Pinkie asked.

"Of... course not.." Rarity winced. She had a dusty, jagged bag on her back. She was beat up badly and bleeding in several places.

"We can't travel with her like this," Pinkie said, taking charge. "Quick, back to the house!"

Blinkie picked out a grenade, took one last look at the changeling scum and threw it into the hole, while Inkie and Pinkie Pie carried Rarity as fast as they could back to the house.

Chapter 12

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Chapter 12

Rainbow Dash

Rainbow Dash was secretly impressed by Derpy. After forty-five minutes of walking and complaining about her wing, she finally gave in and let Derpy bind it.

While Derpy always seemed to be tripping over her feet, knocking something over or causing lightning to strike when it wasn't supposed to, she was surprisingly steady with her hooves. Rainbow Dash had been expecting a disaster, but Derpy did a tremendous job. She carefully bound the wing, taking caution so as not to accidently bump it and cause Rainbow Dash pain.

When she was done, the wing didn't hurt any more. Rainbow Dash had been wrong about Derpy. She was a pony who knew what she was doing, even if she was super accident prone. And that muffin she gave her earlier? Delish.

Daylight was softly breaking as they approached Ponyville. They oddly enough had had no encounters with any changelings since they had teamed up.

"It's sad to see Ponyville so quiet," Derpy said quietly.

As they walked further into the town, Derpy seemed to wince every time she caught sight of one of the pods.

"Don't worry Derpy," Rainbow Dash said, "We'll save them."

"I hope so," Derpy said. She kept looking at the pods as they passed them by, and continued to wince every time.

Rainbow Dash sighed. Yes, it was disturbing to see so many familiar looking ponies hanging in pods from within houses and shops, and outside under awnings and trees, but there was nothing they could do now.

"Derpy, if it bothers you so much, stop looking at the pods," Rainbow Dash said. Derpy didn't say anything. She kept looking at pods as they walked by.

"I can't," she finally said. Rainbow Dash winced herself as she passed by City Hall, the Mayor hanging in a pod outside, fear on her face. Rainbow Dash looked away.

"Why not?" she asked. She looked back over her shoulder to see Derpy peering into a window. "Derpy, come on. We need to go to the library; it's the most logical place Twilight will try and find us."

Derpy didn't listen. She looked through the window, and then moved onto the shop beside it.

It hit Rainbow Dash then—Derpy was looking for someone. She kept looking at the pods on purpose and would squint because she was a compassionate pony. But she was looking for someone.

"Derpy, are you looking for someone?" Rainbow Dash asked. Derpy sighed, a small cry coming out.

"Yes," she said quietly, moving to the next shop, "my sister."

Rainbow Dash was taken aback.

"I didn't know you had a sister," Rainbow Dash said.

"She's just a filly. She was staying at a friend's house when the changings—changelings, attacked," Derpy said. She sighed again. "I need to find her Rain-bow Dash."

"Were your parents with her?" Rainbow Dash asked. Derpy shook her head.

"Don't have any parents," she said, looking into a house.

Be patient. Rainbow Dash walked over and put her hoof on Derpy's shoulder.

"It'll be ok Derpy. We'll find her. But first, we need to go meet up with Twilight and the others. We need to stop the changelings and save Equestria first. Then we will free all the trapped ponies. Now, you can continue to look for your sister, but.." Be patient. Patient. "..but I think we should stick together. You need to come to the library and stay with us. We need you as part of our team."

Derpy looked at Rainbow Dash with a look that Rainbow Dash couldn't quite place. It was a mixture between shock, gratitude and sadness.

"You.. you want me to help?" Derpy asked. Rainbow Dash sighed. Be patient. Celestia's words wouldn't leave her mind. She nodded. Derpy did a little bouncy jump.

"O-K Rain-bow Dash! We'll stick together! We can find Muffin later," Derpy said.

"Muffin's your sister's name?" Rainbow Dash asked. Derpy nodded.

"When she was born, my mum let me name her," she said proudly. Rainbow Dash tried not to roll her eyes. Be patient
.

They were closer to the library than Rainbow Dash had thought. When they reached it, the door was slightly ajar.

"I'll go inside first Derpy. You stay out here. Tell me if you see anything," Rainbow Dash said. She pushed the door open. Derpy put her hoof on her shoulder.

"No; what if there are changings inside?" Derpy said, "We should stick together, remember? Just like you said Rain-bow Dash."

Rainbow Dash sighed.

"Ok," she said, lowering her voice, "but let me go in first. Try not to make any noise."

Derpy nodded and let her go. Rainbow Dash nudged the door open a bit further and cautiously stepped inside.

It was dark inside. The rising daylight from outside was weak—there was no sun—and it didn't help to illuminate the library. The place was a mess. There were books everywhere, tables overturned, pages scattering the floor.

Something sounded upstairs.

"Did you hear that Rain-bow Dash?" Derpy whispered, a little louder than she should have. The noise stopped. A soft whispering floated from upstairs.

"Shhh," Rainbow Dash said. "Stay here."

Rainbow Dash quietly walked up the stairs. The door was open a sliver. She took a deep breath, planning her next move. Holding her breath, she kicked the door open and burst into the room. Before she could even get a good look around, something hit her hard in the face. She smacked into the wall, her vision spinning.

"Wait! It's Rainbow Dash!"

"How do you know it's not a changeling?"

Rainbow Dash recognized the voices. Her head still swimming, she put up a hoof in defense.

"It's me Applejack, it's me. Please don't hit me again Big Mac, I'm not a changeling, I promise," she said. She slumped to the floor, closing her eyes for a second.

"Sorry 'bout that," Applejack said, helping Rainbow Dash up, "Big Mac isn't taking any chances any more—Granny Smith is dead."

Rainbow Dash opened her eyes. She immediately pulled Applejack into a hug. Applejack was the one pony she was closest too, and the one pony she wasn't afraid of being mushy and clingy with. She just never showed it around the others. They wouldn't understand her feelings; sometimes she didn't understand them herself.

"I'm so sorry AJ," she said softly. Applejack croaked and sniffed, but quickly pulled away and wiped her tears away.

"It's not the right time to mourn; it'll be better once this madness is all sorted out," Applejack said. Something crashed downstairs. Big Mac glared at the door.

"Hold it Big Mac, it's just Derpy," Rainbow Dash said, pushing him aside. "You ok Derpy?"

"Yeah, I'm O-K Rain-bow Dash! Just knocked over the telescope!" Derpy shouted back.

"Derpy? As in Derpy Hooves?" Applejack asked. Rainbow Dash nodded.

"Celestia's giving me a lesson in patience," Rainbow Dash said, rolling her eyes. She then sighed. "But Derpy did save my life, so it's a lesson I'm willing to stick out. The poor pony; she ran as soon as the changelings attacked Cloudsdale. She was hiding in a cave, but came out and saved me. She somehow got rid of the changeling that chased me there. I'm not sure whether she killed it or knocked it out—I never asked, but it never came back in to disturb us."

"Wow," Applejack said.

"Yeah. She also bound my wing; a changeling sprained it, so I can't fly too well at the moment. I couldn't just leave her behind; Celestia didn't want me to. She gave me another message as I walked through the door. 'Be patient'. So that's what I'm doing. Derpy's sticking with us. She's here to find her sister, who's somewhere in Ponyville, probably in a pod," Rainbow Dash said.

Applejack cried again, trying to hold back her tears. This was so unlike her. She was usually strong, like Rainbow Dash. Obviously Granny Smith's death had done a toll on her.

"What's wrong?" Rainbow Dash asked.

"I'm sorry; it's just hearin' you say sister. We don't know where Apple Bloom is. I tried searchin' for her while we were in the palace, just so I'd know where she was, but I didn't see her there. I'm just so.. I'm just havin' such a hard time," Applejack said.

"It's ok," Rainbow Dash said softly. She hugged Applejack again, and let her cry on her shoulder for a short while.

When Applejack finally pulled away, Rainbow Dash asked, "So how long have you been in Ponyville? I assume you were originally sent to the farm."

"We got here maybe an hour, hour and a half ago; we figured Twilight would want us to meet here, in the library," Applejack said. Rainbow Dash nodded.

"That's what I figured too."

"After a half hour of waitin', Big Mac went out and searched Ponyville a bit, in case y'all went somewhere else. He says everypony is in them pods. We haven't seen or heard from the others yet; I don't know how far away they were sent or anything. It's makin' me nervous. But we did notice that there's none of that green cloud coming from the Everfree Forest. Big Mac also said the changelings don't like to go in there. We were thinkin' of going in and checking it out. Zecora might be in there, all snug and safe. Lord knows we could use her help. We could come back in shifts to Ponyville to see if anypony else has shown up," Applejack said.

"It'd be safer than waiting here," Big Mac piped in.

"Sounds like a plan," Rainbow Dash said.

The three of them walked downstairs. Derpy was straightening out the telescope she had knocked over.

"Derpy, you know Applejack. And this is her brother Big McIntosh. We're going to go into the Everfree Forest; the changelings can't get us there," Rainbow Dash said.

"O-K Rain-bow Dash... but we'll come back and save Muffin later right?" she asked.

"Of course we will sugar cube; we're looking for our little sister too," Applejack said, putting her arm around Derpy.

"O-K... you guys want some muffins?"

Applejack laughed softly, as Big Mac took the lead and they began to head towards the Everfree Forest.

Chapter 13

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Chapter 13

Luna

Luna entered the labyrinth calmly. She knew her way through here like the back of her hoof. She and Celestia had designed the labyrinth when they were small, just a little older than fillies; back when they had been inseparable, best friends. They were still the best of friends. Celestia had made that known. Even though she had imprisoned Luna for a thousand years on the moon, Celestia always knew what was best.

There were many things that the common ponies of Equestria didn't know. They didn't know that Celestia wrote Luna letters everyday while she was imprisoned on the moon. That she tried to reach down through Nightmare Moon and into Luna's good soul. That Luna had saved her life when they had battled Discord. That all thorough their childhood, Celestia was afraid of the dark, of the night, and that is why Luna had originally chose it as her duty to guard the night.

Because the truth was, Luna adored her older sister. She always had. Even though she was only older by a few years, Celestia was Luna's hero; her idol; her everything. And when the time came that they were given their duties, they were meant to rule Equestria together, side by side. Day and day together, night and night. They were supposed to switch off on who rose the sun and who the moon; but when Luna discovered how initially afraid of the dark Celestia had been, Luna suggested that she look solely after the night and Celestia the day.

Celestia obviously wasn't afraid of the dark any more. That was just a serious phase of her childhood. And Luna truly did love the moon more than the sun. There was something so hauntingly beautiful about the moon, her soft shining light; so much softer than the sun. And while many ponies saw the moon as a figure of solitude, all alone, they were wrong. While the moon was accompanied by millions of stars, it was really the sun that was alone.

Luna knew all the magical twists and turns of the maze, all of the traps that were to pop up. But they wouldn't appear for her. That was one of the magical properties she and Celestia had put on the maze. To them, it wasn't a maze. It was a simple path, that led to different destinations, all with a purpose.

She wasn't surprised to see a few dead changelings in the maze. They had been fools to think they could make their way through here. But it worried her. What if they had gotten to Discord? It was another threat that Equestria didn't need right now.

As she walked through the maze, Luna thought of Twilight. She was the first pony to truly, sincerely be kind to her since she had changed back to herself. The ponies in Canterlot pretended. They had to see Luna on a near nightly basis, whereas the other ponies of Equestria didn't. Most of the ponies had forgotten there was a second princess, a second ruler. A thousand years was a large number of generations that had passed by.

She had initially had trouble adjusting to the new life, and still now and then reverted back to older methods, but she had learned. Twilight had helped her. Twilight was her only friend, aside from Celestia.

Sure, she had her minions—companions, she should say; minions implied she wasn't a good character—but they were meant to serve and adore her. They weren't necessarily friends.

Sometimes it surprised her that Twilight was her first common pony friend; Twilight, the star pupil of her sister. And then sometimes it didn't surprise her, that her sister's good friend would be hers as well.

Luna's thoughts jumped all over the place as she walked the maze, something which never usually happened. Usually her thoughts were coherent and organized. But not now. Where was Celestia? That was her biggest concern. Where was her beloved sister.

And did Twilight make it to Ponyville ok? She hoped she wasn't still waiting for her at the train station, because Luna knew she wouldn't make it there in time. She knew Twilight would go on her own.

Luna knew a lot of things ahead of time, another thing only her sister knew. And it was an ability that Celestia didn't have. Sometimes Luna felt like it was a curse—she couldn't change the feelings she had. They weren't visions, they were feelings—intuitions. They usually weren't far in the future. She couldn't go up to a pony and tell them who they would marry, what their future would end up like. They mostly came to her in dire situations, such as this.

Sure enough, as she rounded the corner, her feeling had been right—Discord's statue was gone. She knew it would be. She didn't tell Twilight the whole truth, not about her "psychic" abilities. She knew that the chance of her meeting up with her in Ponyville was slim.

"What have you done with Discord?" Luna asked. She didn't have to turn around. She knew Chrysalis was there, behind her, and waiting.

"Sssssomewhere sssafe," Chrysalis said. Luna turned around.

There stood Chrysalis, an evil smirk on her face, thousands of changelings flanked behind her. Luna knew that they had followed her into the maze, past all of the dark and magical twists, followed her safely through, just as they probably had when Chrysalis had forced Celestia to show her where Discord was.

"What do you plan to do with him?" Luna asked. She knew Discord had nothing to do with Chrysalis's takeover of Equestria. That had been a story she had spun for Twilight Sparkle. But her story about Discord's influence on her and Nightmare Moon had been true.

"You won't live to ssssssee that plan, sssssso why bother asssssking?" Chrysalis replied.

Luna held her head high. She didn't know what the outcome of this would be. But what she did know was that her plan had worked; she had separated from Twilight, for her own good, and drawn Chrysalis and most of her changeling army here, into the maze. She had given Twilight and her friends a chance to regroup, find the Elements, and take it from there. Whether she would meet up with them for the final battle was unknown. But for now, all changeling eyes were on her.

"I'll ask you again; what do you plan to do with Discord?" Luna asked. A few of the changelings rustled, itching to fight, to get a bite of princess flesh. Chrysalis laughed and didn't respond.

"Where's Celestia! What have you done with my sister!" Luna shouted.

Chrysalis just continued to laugh. Her eyes turned bright green, and the swarm of changelings enveloped Luna.

Chapter 14

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Chapter 14

Twilight Sparkle

Twilight Sparkle's head was pounding. Something was throbbing on her head—probably a bump. She groaned as she slowly opened her eyes. She was somewhere dark; a cave maybe. She sat up slowly.

It took her a minute to remember what had happened last. It all rushed back, Princess Luna separating from them, the Shadowbolts, running into Trixie, and more importantly, the train being attacked by a horde of changelings.

She suddenly jumped up, ready to attack, ignoring the throbbing pain in her head. But it seemed calm. There was a strange chomping noise coming from her left, and a sad huff came from the right.

Casting some light, she saw that she was indeed in a small cave. One of the male Shadowbolts was on her right, his ears down. He straightened once he saw that Twilight was awake. There was a large scratch across his face, ripping his mask. There were other small tears in the rest of his costume. No changelings were in sight.

"Are we safe?" Twilight whispered. The Shadowbolt nodded.

What had happened? She remembered hastily convincing Trixie to come with her, and then it all went dark. She vaguely remembered seeing a mass of changelings before blacking out and waking here.

"Did you save us?" Twilight asked. The Shadowbolt shook his head.

"The Shadowbolts?" she asked. The Shadowbolt shook his head again, slower and sadder this time.

"They didn't make it," Twilight said, as a statement. Slowly, he nodded his head, his ears flopping down again.

"I'm sorry to hear that," Twilight whispered. She started to reach out to console him, but then stopped herself, unsure of whether it would be appropriate or not. "How did we get here then? Who saved us?"

Slowly, the Shadowbolt pointed over Twilight's shoulder towards the crunching noise. She turned, her light ball spell following her, revealing Trixie—eating a pinecone.

"Trixie," Twilight whispered, more to herself. Trixie's head snapped up at her name and she turned towards Twilight, her cheeks full of pinecone. She had a pile of them at her feet, though one of them, the original one she had been chomping down on when Twilight first found her in the train, was carefully laid on Trixie's cape on the ground beside her. What happened to this pony?

"You saved us," Twilight said. As she moved towards Trixie, Trixie swept up her pinecones, keeping them close to her chest, protecting them. "It's ok, I'm not going to take them from you."

"Trixie... great and powerful... magnificent.."

"How did she do this? How did she save us?" Twilight asked, turning her head back to the Shadowbolt. The Shadowbolt sighed and just stared at her. Right, without Luna nearby to power their thoughts, the Shadowbolts can't speak. The Shadowbolt then shrugged. Maybe he didn't know.

"Trixie, what happened? In the train?" Twilight asked.

Trixie stared at her for a while, not really answering. She kept glancing down to her pinecones. She then panicked for a minute, noticing that her favorite was lying on her cape out in the open and could easily be taken by Twilight. She dove towards it, the other pinecones scattering across the floor. Securing her precious pinecone, she began to scramble to pick up the others.

Twilight sighed and helped pick them up. Trixie began to hiss at Twilight, and yet cry at the same time. Twilight put the pinecones in a pile in front of Trixie.

"I'm your friend Trixie. I'm not going to take them from you," Twilight said again, kindly and softly. Whatever had happened to Trixie, it left her very unstable. Twilight wasn't about to do anything to set her off, and if that meant keeping her happy with pinecones, so be it.

"Train... s-s-scary in the train," Trixie said quietly. She counted her pinecones softly to herself, and then looked at Twilight once she saw that they were all there. "We were attacked in the train."

It was the second most coherent sentence she had gotten out of Trixie, aside from "I have a show to do there" earlier. It was evident that Twilight was going to have to be patient and take her time to get the information out of Trixie. She didn't even know where they were.

"Yes, we were. What happened Trixie? You saved us," Twilight said again.

"A-attacked... magnificent... The changelings attacked us in the train. I got scared. My magic made them go away," she said. She ripped off a small corner of her cape and wrapped it around her favorite pinecone. Now it had a matching cape. Trixie put her cape back on. She then tore off the very tip top of her hat and put it on the pinecone. Now they were twins.

"What did you do with your magic?" Twilight asked.

"Twilight Sparkle was knocked unconscious by a changeling. Two of them—" she pointed at the Shadowbolts, "were trying to fight them off, but failed. Trixie's magic sparked and poof! We were out of the scary train."

So she had transported them out of the train. Two of the Shadowbolts had been killed. She wondered if Trixie had consciously used the spell, or if it had been a random act of magic.

"Where are we now Trixie?" Twilight asked.

"White Tail Woods... lots of pinecones here," Trixie said, smiling as she mentioned the pinecones. She popped one into her mouth and started to chew.

White Tail Woods? They were practically in Ponyville! She had transported them that far? Even Twilight hadn't quite mastered long-distance travel teleporting.

"White Tail Woods? This is excellent! Come, we must leave and go to Ponyville! We should go straight to the library; there are some supplies I want to gather, and we can meet the others there," Twilight said. She was filled with so much hope—they were so close! Next they just needed to find the Elements, and hopefully Luna would meet up with them, and... and they would defeat Chrysalis and save Equestria!

"Come on Trixie, Shadowbolt; we're almost done our first mission! Soon we'll be with the others, and then we can strategize our plan of attack!" Twilight said.

As she began to leave the cave, the Shadowbolt tapped on her shoulder and nodded his head towards Trixie. She was struggling to hold all of the pinecones and walk at the same time. She had tucked her twin pinecone into the rim of her hat, so it looked like a broach.

"Just use your magic to carry them all Trixie," Twilight said. Trixie cocked her head to the side, obviously confused.

"Like this," Twilight said. She demonstrated and made a half a dozen of the pinecones float in front of Trixie.

"They're flying!" Trixie said, so shocked and impressed that she dropped the rest of them on the ground. The Shadowbolt began to gather them together again for her.

"Yes! You can do it too Trixie; you have magic, remember? That's how you saved us," Twilight said. She knew she couldn't rush things, but she had to get to Ponyville, if not to meet with her friends, to go through her books and try and find a way to cure Trixie. She just talked about her magic, and now she forgets she can do it?

After a few minutes of coaxing and coaching, Trixie finally managed to make a few of them levitate. She couldn't do them all at once, but demanded that Twilight did the rest.

Finally they got going, leaving the cave behind, Trixie bouncing in amusement over the "flying" pinecones.

The sky outside was grey; the sun wouldn't shine without Celestia. The grey was mixed with green, a big stream of it leading from Ponyville back to Canterlot. Ponies were trapped everywhere.

"This is just terrible," Twilight said, her eyes glued on the thick stream flowing out of Ponyville. The Shadowbolt nudged her and pointed towards another direction, just beyond Ponyville. There was no green there; the sky was clear.

"The Everfree Forest; there's no energy being harvested there... though I guess that makes sense, since nobody lives there; well, except for Zecor—"

Twilight stopped. Zecora! She must be ok! Twilight glanced back at Trixie, who was a few paces behind them, twirling in midst with the "flying" pinecones.

"Change of plan; we're going into the forest," Twilight murmured to the Shadowbolt. He nodded.

Zecora had to be ok, Twilight was sure of it. And she could drop Trixie off there and she'd be safe. Maybe Zecora would even know a remedy on how to fix the pony's scrambled brain. Either way, she couldn't leave Trixie in danger, but she couldn't have her tag along the whole time. When they found the Elements and were ready to battle Chrysalis, Trixie would just slow her down. If Zecora could help her, then Trixie would be an ally, another unicorn who could help free ponies from the pods.

"Hey Trixie," Twilight said, "You know what I think we should do before we go to Ponyville?"

Trixie stopped twirling for a second and shook her head. She then began to bat her hoof at the floating pinecones.

"We should go collect more pinecones; in the Everfree Forest."

Chapter 15

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Chapter 15

Pinkie Pie

Pinkie Pie and Inkie put Rarity on Inkie's bed. Blinkie bolted the door shut and went to check on the rest of the house, to make sure no changelings had broken in, and to keep watch that none were heading towards the house.

"Rarity, ohmygosh, what happened? How did you get down there?" Pinkie asked. She began to wipe away some of the blood from Rarity's face, as Inkie worked on her hind legs.

"It's where Celestia sent me," Rarity said, wincing as she spoke.

"We should get this bag off," Inkie said. She put one hoof on the dusty bag on Rarity's back. Rarity jumped off the bed, ignoring the pain in her legs.

"Don't. Touch. This. Bag," she said, looking darkly at Inkie. Inkie gave a confused look to Pinkie, and looked a bit hurt. Pinkie stood between the two, putting her hooves up to calm Rarity.

"Rarity, it's ok," Pinkie said softly. She must have gone through a lot.

"I'm sorry, that was rude of me," Inkie said softly. Inkie stood beside Pinkie Pie and extended her hoof, "We should have introduced ourselves. My name is Inka, Inka Josephine Pie. Most ponies call me Inkie. I'm Pinkie's younger sister."

Rarity relaxed slightly. Blinkie stepped into the room, looking from Rarity to Pinkie and Inkie. She stomped something, giving Inkie a quizzical look.

"That's Bellamina Marie—Blinkie for short. She's our middle sister. She had an accident and can't speak, but she can still hear. She uses systematic hoof stomping to communicate with me," Inkie said.

"Ohmygosh, I'm so sorry, I should have introduced you guys; we were just so worried about you Rarity, that it slipped my mind," Pinkie said. She took another step towards Rarity. "These are my younger sisters Rarity, and this is the house I grew up in."

"The cave we found you in is one that Blinkie and I mine gems in, to add to the family's rock business," Inkie said.

Rarity took a deep breath and exhaled. She extended a shaky hoof and shook Inkie's.

"Please forgive me for my rudeness; I'm Rarity," she said. She then looked at Pinkie. "You'll all have to forgive me for being touchy about the bag; Pinkie, you'll understand why."

Slowly, her hooves still shaking, Rarity took the bag off her back. She did a bit of magic and the bag opened. Inside something shiny sparkled.

"Ohmygosh! You found the Elements of Harmony!? Where in the world did you find them!?" Pinkie said. She couldn't believe it. Rarity had found the Elements. All they had to do now was clean Rarity up and regroup with the others in Ponyville.

"In the Diamond Dogs' caves. That's where I was sent. I don't know how they got there, but I'm not letting anyone—and I mean anyone—else other than me hold onto them," Rarity said.

"Ok, that's understandable; you've just been through a lot. Celestia must have sent you to find them. Maybe just for now hold onto them so we can clean you up, and then you can wear the bag again," Pinkie said. Rarity nodded.

Rarity walked over and settled back onto the bed, holding the bag close to her chest.

Rarity told Pinkie what had happened to her since entering the portal, while she and Inkie bandaged Rarity up. Pinkie then recounted what had happened to her over the past few hours.

Is that all it's been? A few hours? Feels a lifetime has gone by...

"It was nice of Celestia to send you to your family," Rarity said quietly. There was no malice in her voice, but there was some hurt. Pinkie could see the pain of Sweetie Belle reflecting in Rarity's eyes.

"They're meant to join our team," Pinkie said, looking at her sisters.

"Plus, if Pinkie weren't sent here, we wouldn't have gone outside when we did and we wouldn't have saved you," Inkie said quietly. Blinkie nodded in agreement.

"That's true! Maybe part of my mission here was to save you Rarity; you were meant to find the Elements because of your gem-finding abilities—and I was meant to save you once you found them," Pinkie said.

Blinkie clomped something. Inkie nodded her head.

"Blinkie says everything happens for a reason."

"Especially when it comes to Celestia," Rarity said. She slowly stood, wincing slightly.

"How does that feel?" Inkie asked, tightening the bandages on her hind legs.

"Much better, though a trip to the spa would help immensely," Rarity said. Pinkie laughed. She helped Rarity fasten the bag back on her back. Rarity did her magic spell again.

"What are you doing?" Pinkie asked.

"It's so that the seams and flap don't open, no matter what happens. If we're attacked and I'm thrown to the ground again, none of the Elements will fly out accidentally," Rarity said.

"You know, maybe we should move the Elements into a double saddle bag, instead of just that backpack; that way you can have the Elements in one bag on one side, and food and weapons in the other," Inkie suggested.

"That's a good idea," Rarity said.

Blinkie and Inkie set Rarity up with a spare bag. Rarity carefully moved the Elements onto one side of the bags, while Blinkie and Inkie stocked up the other with bombs and food. Blinkie, through Inkie, explained to Rarity how to use the grenades if she needed to. Blinkie then left the room to check the front of the house for any signs of changelings.

"Thank you so much for your kindness; I'm sorry I snapped at you like that in the beginning," Rarity said to Inkie.

"It's ok, no hard feelings; you had just been through a lot to protect those Elements. I completely understand where you were coming from," Inkie said.

Blinkie came back a few minutes later and communicated with Inkie. Pinkie wished she knew what her sister was saying, wished she could talk with her.

"Blinkie says the coast is clear. From the vantage points we have available right now, it looks like there aren't any in sight, which is odd; they must know you have the Elements. You'd think they'd be teeming out there," Inkie said.

"Well let's take advantage of the moment and start heading towards Ponyville; I'm not sure how fast I can walk right now, but if the coast is clear, let's get moving," Rarity said.

Blinkie led the way outside. Inkie took up the rear and let Rarity and Pinkie walk together.

"How long of a walk is it to Ponyville from your farm?" Rarity asked.

"Hour and a half to two, on foot. The changelings trashed our wagon when they first attacked the property," Inkie said.

It was daylight now, probably mid-morning. It was harder to tell without the sun.

"I wonder what happened to Princess Celestia," Rarity said. Pinkie nodded.

"It's so gloomy and grey, and green, without the sun," Pinkie said.

"I can't believe this is happening everywhere," Inkie said, staring up at the thick streams of green flowing from all directions, all heading towards Canterlot. "So many trapped ponies."

They chit-chatted about the sky, the green, the terrible horribleness of what was going on in their dear Equestria. It seemed peaceful; almost too peaceful.

"Blinkie says this is really weird, it being so quiet. Usually she sees a few changelings from a distance on her raids to the other town; sometimes she has to fight with them. That's why she's so good at it," Inkie said.

"I was surprised to find some down in the caves as well; Rover said that they had killed all of the Diamond Dogs, didn't bother harvesting them, and then they left the caves. I wonder if Chrysalis knew that the Elements were down there..." Rarity said.

"But Blinkie's right, it's weird right now; they know you have the Elements, they know we've all escaped and that we're planning to use them; why aren't they attacking us right now?" Pinkie said.

"It's like they were called away or something..." Inkie said quietly. She shook her head and changed the conversation. "You seemed really sad when you mentioned family; do you have family trapped somewhere Rarity?"

"Yes; I have a much younger sister, just a filly. She was at the wedding in Canterlot, and now she's trapped in—"

They had spoken too soon. Without warning, six changelings burst out of the ground. They had been following them from below, underneath, in the tunnels and caves.

The changelings immediately went after Rarity. Blinkie sent a few swift kicks towards the first few that tried to approach, but three of them flew overhead and landed behind her, surrounding Rarity. They began to try and lift her up, carry her away.

Pinkie charged at them, knocking them off of Rarity.

"Run Rarity! Run!" Pinkie shouted.

"I can't just leave you," Rarity said, shaking the other changelings off.

"Go to Ponyville, we'll meet you there!" Inkie said.

Just as Rarity turned to run towards Ponyville, a swarm of changelings appeared in the sky. There had to be at least thirty of them. Half of them landed, blocking the way to Ponyville, while the others stayed in the air.

"Just run Rarity! We'll find each other again! Go!" Pinkie shouted. Rarity nodded and began to run in the opposite direction, further away from Ponyville. The flying changelings began to fly after her.

Blinkie whipped out a grenade and launched it at the flying swarm.

"Get down!" Inkie shouted on Blinkie's behalf. Inkie jumped and pushed Pinkie to the ground. The grenade went off, taking down half of the flying fleet. Rarity had a good jump start on them. Pinkie could see her still running in the distance, not letting her injuries get in the way. Rarity jumped off of the path and into the thick wood that lined it. She was gone and out of sight, a few changelings still on her tail.

I hope she'll be ok.

The rest of the flying team turned angrily towards Blinkie, who had another set grenade in her mouth and launched it. The ground team charged at them.

There was so much going on, that Pinkie wasn't quite sure what had happened. Blinkie had taken care of the rest of the flying squad and was ripping a changeling off of Inkie. Pinkie was being knocked around, black hooves flying everywhere. She managed to set a grenade herself and threw it into the thick of the crowd.

"Watch out girls!" she shouted over the commotion.

Inkie and Blinkie jumped out of the way, in opposite directions. The grenade flew into one of the holes that the underground changelings had come out of. It went off, making the hole bigger. It revealed a tunnel below, just as Pinkie had suspected. But the whole ground suddenly became unstable. The tunnels were beginning to collapse.

The explosion had caused most of the changelings to fall into the hole, knocking many of them unconscious and making them dizzy.

The ground began to crumble, causing the hole to become bigger and bigger, and it began to bury the changelings underneath.

"Blinkie!" Inkie shouted, "Blinkie! Hurry, jump across!"

A huge gap had formed in the middle of the path, separating Blinkie from her sisters. Any changelings remaining on the ground jumped up and began to fly away. It felt like an earthquake.

Blinkie stepped back from the edge of the gap and took a running charge. She leapt across and landed on the other side.

"Hurry, we need to get out of here!" Pinkie said. Inkie turned and began to run towards Ponyville. Pinkie turned to do the same, when something caught her eye.

"Blinkie, watch out!" she said.

But it was too late. A changeling from underground grabbed onto Blinkie's hind leg and began to drag her into the collapsing tunnel. Blinkie dug her front hooves into the ground, trying to stay above. Pinkie began to run towards her, tears in her eyes.

"Blinkie!" she screamed. Inkie turned around and began to run back as well, just realizing what was going on.

Blinkie looked sadly at Pinkie. She stopped forcing her hooves into the ground and the changeling slowly began to drag her in, as the ground continued to collapse around them. She stared Pinkie in the eyes, and slowly took out a grenade from her bag. She pulled the pin, did the combo, and mouthed something to Pinkie.

Blinkie then let go of the ground and fell into the hole. Pinkie made a move towards the hole.

"Watch out!" Inkie screamed. She dove on top of Pinkie, away from the hole. The hole exploded.

There was a loud shudder and a crack. When the ground stopped shaking, Inkie finally got off of Pinkie, and the two of them stood up.

The hole was gone. It was covered in dirt, almost like it had never been there. A few surrounding trees had fallen over.

"Blinkie!" Inkie cried. She ran over to where the hole had been and began to dig furiously. She cried, calling Blinkie's name over and over.

Pinkie walked over and put her hoof on Inkie's shoulder. Be serious. Maybe it didn't just mean don't laugh at everything; maybe it meant being the oldest sister too.

"She's gone Inkie," Pinkie whispered, tears streaming down her face. Inkie shuddered and sobbed. She collapsed on the hole and pounded the packed dirt.

After a few moments of hysteria, Inkie sniffed and looked over at Pinkie.

"Wh-what did she m-m-mouth to you?" Inkie asked.

"Ponyville."

Chapter 16

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Chapter 16

Applejack

Derpy was an interesting pony. Although the trip to the Everfree Forest wasn't a long one, Derpy had managed to trip twenty times, usually over her own hooves, along the way. While Applejack didn't mind traveling with Derpy, she wasn't sure how Rainbow Dash had put up with her the past two hours or so.

Is that really only how long it's been since we were separated in Canterlot?

There was something about Derpy that lifted Applejack's spirits—something she desperately needed right now. Derpy, though terribly clumsy, had a very positive atmosphere around her. Although she was scared and searching for her younger sister, Derpy hummed most of the way, pointed out things in Ponyville, and later the forest, that caught her interest, and she was over the moon when Applejack inquired about her muffin recipe.

It had been oddly quiet as they walked through Ponyville. No changelings had been in sight. It was too peaceful, to the extent where it was uncomfortable.

"Yeah, we weren't attacked at all when as we walked to Ponyville," Rainbow Dash said, after Applejack remarked her thoughts aloud.

"The only encounter I had was at the house, when I first arrived," Applejack said. Big Mac nodded.

"They had been attackin' the house for a while. It's like they were all suddenly just called away," he said. He shrugged. "No worries now though; they can't get into the forest."

"I hope Zecora's ok," Applejack said.

"She must, she lives in the forest," Rainbow Dash said.

"What if she left for some reason, to go fight or somethin'? Went into town and got caught?" Applejack asked. Rainbow Dash sighed.

"Then I'm sure she wouldn't mind us using her house as base until we can free her and the others," Rainbow Dash said.

Applejack scowled. "Rainbow! How can you be so de-sensitive? Invadin' in her house while she's trapped somewhere; don't you have any compassion?"

"I didn't mean it like that," Rainbow Dash said, rolling her eyes, "I just meant she'd understand that since her hut is in the forest, and the forest is the only place that the changelings can't get to, she'd want us to use her place as a base. I mean, come on, she'd be on our team anyways."

"But that's breakin' and enterin', and I will not have it," Applejack said, "It's just so dishonest, and—"

"Dishonest? Not if it's justifiable! We need somewhere to gather and plan our next attack! You expect us to do that in the middle of the trees, in the cold? I'm telling you—"

"No, I'm tellin' you that—"

"And besides, you don't like 'breaking and entering'? Then just how did you get into the library, hmmm? Twilight wasn't there to let you in," Rainbow Dash said.

"That's different! The place was torn apart, the door was already open, windows broken; it'd already been broken into. Zecora's hut will be untouched from how she left it, since the changelings can't enter the forest. We'd be intrudin'!"

"Intruding?! Applejack, seriously, this is pretty much war and—"

"Quiet, both of you; there's no reason to argue," Big Mac said suddenly.

"Why's that?" Applejack asked. Big Mac pointed ahead. Zecora's hut sit peacefully, smoke rising from the chimney.

"Someone's home!" Applejack said.

Big Mac was the one who knocked on the door when they got there. Applejack didn't realize she had been holding her breath, until she exhaled after Zecora opened the door.

"My, oh my, what do I see? Four more ponies have come to me," she said, opening the door wider.

"Rainbow Dash, Applejack!"

"Fluttershy!" Rainbow Dash said. Rainbow Dash winced as they hugged.

"You have a bandage on your wing? Let me see if I can fix the thing," Zecora said, pulling Rainbow Dash over to one side.

"Hey Fluttershy, glad to see you're ok. Were you sent here off the get go?" Applejack said, pulling her into a hug. Fluttershy nodded.

"Princess Celestia sent me to safety," she said.

"Yeah, Big Mac says the changelings can't enter the forest," Applejack said, nodding her head towards Big Mac who stood in the entry way. Fluttershy glanced over at him and blushed.

"It was nice of the Princess to send you to your brother, so you could reunite," Fluttershy said quietly. Applejack nodded and sighed. Her eyes started tearing up again.

"Yeah, but when I got home, things weren't good. Things were bad, real bad. A-and we don't know where Apple Bl—"

Applejack stopped, her heart frozen in her chest. She couldn't believe it. Time literally stopped for her. Her eyes swelled with tears.

Just as she had been mentioning her name, Apple Bloom emerged from the other room, yawning big and rubbing her eyes. She was here, in Zecora's, ok. She looked energized and unharmed. She was here. Alive.

"Applejack?" Apple Bloom said, the surprise in her voice matching the tone in Applejack's head. "Big McIntosh!?"

Applejack wasn't sure who had reached who first, but the next thing she knew, she was squished in a three-pony hug. They were all crying and sort of laughing, just so relieved to see each other. Despite what was going on, and what had already happened, at that moment Applejack felt like the luckiest mare alive.

"How did you get here!?" Applejack asked, kissing Apple Bloom's face all over.

"Princess Luna saved me! Just before she was attacked by changelings, she used her magic n' sent me over to Zecora's! I've been here for months," Apple Bloom said.

"Well bless her heart; I can't believe she went and did that," Applejack said. She was never letting go of her sister. She wanted this bug hug to last forever.

Big Mac suddenly sighed.

"There's something we have to tell you..." he said quietly. Reality then hit. They had to break the news to her. It wouldn't be right to keep it until after the fighting had ended.

Applejack looked over her shoulder at the others. Zecora was mending Rainbow Dash's wing, while keeping an eye on Derpy in her peripheral vision. Derpy had already managed to break a vase. Fluttershy was hovering near her, trying to keep her engaged in conversation so that she stopped exploring all of Zecora's worldly possessions. Applejack heard her say the word "muffin" and Derpy promptly went into telling Fluttershy all of her recipes.

"Come over here," Applejack said quietly. She and Big Mac pulled Apple Bloom aside, into the other room.

Applejack started to tell Apple Bloom what had happened, but every time she tried, the words caught in her throat and she started to sob. Big Mac put a hoof on her shoulder and then broke the news.

"Granny Smith has passed away."

Apple Bloom was in disbelief at first, and started crying and shouting. Applejack couldn't stop crying herself, and as a result, couldn't properly console Apple Bloom. It was Big Mac who did all the work. Applejack just stood back and watched him, tears streaming down her eyes.

A lot of ponies always thought of Big Mac as the quietest pony around. But when it came to it, he was also the strongest. Lots of people always considered Applejack the front man of the family, but there were times like these when Big Mac would come and swoop in and handle everything. He was talking softly to Apple Bloom, who had collapsed in his arms, and was sobbing uncontrollably. He wasn't crying himself, just talking to her quietly, rocking her back and forth.

After a few minutes, he stopped talking and looked up at Applejack. He held out his hoof to her and pulled her into the hug. Now he was consoling both of his crying little sisters.

The three of them sat there, all huddled together, just taking a pause in the crisis around them, to take time for themselves.

About a half hour later, Fluttershy stuck her head into the room. Applejack had her eyes closed. She felt tired, and oddly peaceful, as though she could actually fall asleep. She knew it wasn't going to happen though.

"Oh, I'm sorry, we just weren't sure where you had gone," Fluttershy said softly.

"It's ok," Big Mac said.

He quietly explained briefly about Granny Smith. Applejack heard Fluttershy sniff.

"I'm s-s-so sorry-y to hear that," she said quietly.

Apple Bloom suddenly stirred. She stood up and headed out into the other room. Applejack and the others followed her.

"Where you goin'?" Applejack asked. Apple Bloom headed towards Rainbow Dash and Derpy, who were getting soup from Zecora.

"I realize it's a sad time, and I need to mourn Granny Smith, but it reminds me of somethin' I need to tell Rainbow Dash; somethin' of equal sadness," Apple Bloom said.

Rainbow Dash lifted her head at the mention of her name.

"What's up?" she asked. Apple Bloom sighed.

"I feel like I should tell you this, because she was your biggest fan; I know you guys weren't related or anythin', but—" she inhaled deeply, "Scootaloo didn't make it. S-she was pushed out a window by a changeling, and since she can't fly... S-sh-she's dead."

Applejack put her arm around Apple Bloom's shoulder, as the young filly began to sob again. Rainbow Dash's spoon clanged to the ground. Shock was plastered on her face.

Then, without a word, Rainbow Dash got up and ran out of the hut.

Chapter 17

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Chapter 17

Rarity

Rarity ran for her life. Her legs ached—she could feel the stitches Inkie had sewn ripping open—and she was ever so tired. She'd been running non-stop since Celestia had sent her down into those caves, and she hadn't even had the chance to shower at Pinkie's before leaving! She didn't realize that get dirty would mean staying dirty...

The sounds of explosions were behind her as she left Pinkie and her sisters. She knew that she was running in the wrong direction—Ponyville was the other way—but she had to keep the Elements safe. She wasn't sure where this forest would take her, but she was determined to lose the changelings in it.

The sounds of explosions began to fade as she ran further and further into the woods.

I hope Pinkie and her sisters are ok...

Rarity glanced behind her. Four changelings were following her, gaining speed as they flew in the air. Blinkie's bombs must have really done a number on them, if only four had managed to follow.

She wasn't sure which woods she was in; it was thicker than White Tail, but not as creepy as Everfee. She knew for sure it wasn't Everfree, because it was on the other side of Ponyville from the direction they were coming from.

Rarity whipped out a bomb from her bag. She fumbled as she tried to recall the combination Inkie had told her.

After a few failed attempts, two of the changelings caught up and tackled her to the ground. Rarity thrashed, trying to throw them off. Suddenly, the grenade was blinking and beeping. Rarity screamed and panicked. Without realizing how, she shoved the grenade into the mouth of the changeling holding her down. That caused it to stagger off, just enough for Rarity to jump up and run.

She didn't get far enough away when the bomb went off. The force from it threw her a few feet forwards and through a thick patch of trees, onto a road on the other side. It was a different one then she and the Pie sisters had been on.

She struggled to get up. While the blast helped her in getting ahead of any remaining changelings, it didn't help her injuries at all. And what was worse, was that as she slowly stood up, her breath stopped and she went into utter panic mode—her bag had flown off. It had landed on the other side of the road, near a ditch leading into more of the wood on the other side.

"No no no no no," she cried. She half walked, half crawled towards the bag. Something stirred behind her. She turned her head to see two of the changelings stagger out of the wood. They caught her eye. Then they saw the bag. Rarity looked at the bag and then back to them. She was half laying in the middle of the road, halfway to it.

The changelings charged. One jumped in the air and dove towards the bag, while the other kept on the ground. Rarity quickly levitated the bag towards her and threw her body on top of it. She hastily shimmied her front legs through the straps. At least it was semi-attached to her.

The changeling in the air turned and dive-bombed onto Rarity. It pinned her hind legs to the ground, as the other one came and stood on top of her, pinning her front legs. The one holding the hind dug in harder, causing Rarity to scream in pain. Her wounds were definitely open now, and the changeling was purposely pushing into the gashes.

"Help! Someone help me!" Rarity screamed.

She couldn't move, not with two of them holding her down, but she tried her hardest. She levitated a nearby stick and repeatedly hit one of the changelings with it, but it didn't move. The one on front snickered down at her and lowered its horn to hers.

Rarity began to feel dizzy and sick. Everything around her began to spin. She'd never felt so nauseous in her life. She tried to scream again, but wasn't sure if the sound came out right. What was it doing to her?

Somepony suddenly said something. A male's voice. The weight of the changeling shifted off of Rarity, and all went black.

Rarity wasn't sure how long she had been out for. The sky was lighter as she slowly opened her eyes. It was further in the day. Thankfully she no longer felt dizzy or sick.

Trees were to her immediate left. The same road she had been on before was to the right, and then more trees on the other side of that. She looked up the road a couple of feet; she could see the spot where she and the changelings had struggled. The stick she had been using as a weapon still lay in the middle of the road. Two voices could be heard arguing somewhere a bit into the forest to the left of her.

Slowly standing, she realized she wasn't on the ground. She also noticed that her hind legs were bandaged again—not as neatly or efficiently as Inkie had done, but at least someone made an attempt to repair her.

Her bag lay beside her. Panicking, she opened the side with the Elements inside. Her spell hadn't broken. All six were safely tucked inside. She closed it and put it on her back.

It took Rarity a second to remember where she recognized the strange car she now stood on. It was a strange device, for harvesting apples, one that she had seen a few times at Applejack's farm. She couldn't believe it.

She carefully stepped down from the machine, and cautiously headed in the direction of the voices.

"Just stay here and—"

Sure enough, there was Flam. He stopped midsentence when he saw that Rarity was awake. He nervously glanced towards the forest and then back at her.

"You're awake," he said.

"You saved me," she said, shocked. Flam and his brother had seemed terribly cruel towards Applejack and her family. The fact that he had saved her blew Rarity's mind. But she was thankful, of course.

"Of course," Flam said. Something rustled in the bushes beside him. He nervously glanced towards it again, biting his bottom lip.

"What is it?" Rarity asked, trying to look over his shoulder. Flam sighed.

"When I saw them trying to do the same thing to you as they did to my brother, I just couldn't handle to see it happen to another pony. I mean, obviously I was coming to your aid anyways; those creatures are terrible. I'm not sure what's worse though; being stuck in one of those cocoons, or..."

Flim stumbled out from the bushes. From what Rarity could see, he looked perfectly fine. A little roughed up, as did Flam, but that was understandable given the current circumstances.

"He looks—"

"Cider cider cider cider cider... TRAVELING SALESPONIES NONPARIEL!!"

Flim did a little dance and tipped his hat up and down. A bunch of leaves fell from within it. When he saw the leaves fall, he gasped and scrambled to pick them up and stuff them under his hat again. It was then that Rarity noticed that he had leaves stuffed under his shirt as well.

"W-what's wrong with him?" Rarity whispered. Flam put his head in his hooves and sobbed for a second. He then sighed and stroked his mustache, as he stared at his brother. Flim continued to talk to himself, picking new leaves off of a nearby tree.

"I have no idea," Flam said quietly. "We were attacked a few months ago, just like everyone else. I was put in one of those cocoons, but Flim freed me with his magic. It was after then that those.. those things viscously attacked us. All around they were putting other ponies into cocoons, but they attacked us differently. A couple of weeks ago, they caught up to us again. They got a hold of Flim, and before I could stop them... they did this. It's like.. they scrambled his brains."

"I'm so sorry," Rarity said quietly. "He seems.. happy though?"

"I know," Flam said quietly, "But he's completely in another world. I don't know why, but he's obsessed with leaves suddenly. Collects them, tries to eat them. We have a huge stockpile of them in the car now because of him. And don't even mention A-P-P-L-E-S. Drives him crazy, gets him into a fit and takes forever to calm him down. We've just been on the move ever since. It's been difficult; traveling with him slows things down, but I can't just leave him to fend for himself. I don't know how to help him though, how to cure him..."

Flim suddenly approached Rarity. He glared at her and pushed her slightly. She stumbled, her hind legs giving out. Flam caught her. Flim then proceeded to pick up a large leaf that Rarity had been standing on. He brushed it off, glared at Rarity again, and walked towards the car, struggling to hold onto his pile of leaves.

"Sorry about that," Flam said, helping Rarity steady herself again. Flim tripped and dropped all of his leaves.

"UNIMPEACHABLE!" he shouted. He then scrambled all of the leaves into a pile in front of him and tried to carry it again.

"It's like.. like he's forgotten he can do magic," Flam said quietly. "I tried to show him that he can levitate the leaves using his horn but.. he forgets.."

They stood in silence and watched Flim struggle with his leaves.

"Well... anyways," Rarity said awkwardly. She looked back at Flam. "Thank you again for saving me. I hate to rush off but... I need to get going."

She took a step forward and almost collapsed again. Flam caught her again.

"You can't walk in this condition; you've clearly been through a major ordeal. I'm sorry my first aid skills aren't to par; Flim was always better at it than me, but in his current condition..." Flam shook his head. "Where are you headed? What happened to you?"

Rarity sighed. Flam was right. She couldn't walk in this condition.

"I need to get to Ponyville," she said. She glanced towards their car. It had been pulled into the ditch and out of sight. Flam followed her eye.

"It still works; I just pulled it over because we saw a few changelings fly by earlier; a huge crowd of them. And then Flim saw all of the leaves and got excited and ran off into the woods... then I heard you scream..." he shook his head again. "Anyways, I've been wandering essentially on my own for a long time now. I could use another sane pony's company. I can take you to Ponyville. Flim will be satiated now that he has some new leaves to obsess about."

"Ok..." Rarity said slowly. "My friend might be able to help him anyways. I'm meeting her there, along with some others. She's good with magic. She'll know what to do."

Chapter 18

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Chapter 18

Fluttershy

Fluttershy went after Rainbow Dash. She didn't leave immediately; it wasn't until Zecora suggested that she was probably heading for Cloudsdale—how Zecora figured that, she didn't know—and that the others couldn't follow her, so that left Fluttershy (and Derpy). Not that she didn't want to go after Rainbow Dash. She was just afraid to go back out into the world. She wasn't afraid of the forest any more, not after Big Mac explained that the changelings couldn't get into it. She was now afraid of leaving the forest.

Fluttershy had tried to convince Derpy to come with her, but the grey pony was too afraid to go back to Cloudsdale. She had run away from it after all. So, Fluttershy left on her own.

She took a deep breath as she stood at the edge of the forest. She couldn't see any changelings in sight. The others had told her that they hadn't seen any in a while, which was odd, as though they had all momentarily disappeared.

Summoning all of her courage, Fluttershy spread her wings and dashed into the air. She knew she would have to fly as fast as she could to catch up to Rainbow Dash before she did anything stupid. She had to admit that she was slightly surprised that the news of Scootaloo had affected her so much. Everypony knew that Scootaloo idolized Rainbow Dash like no other.

It was quiet as she flew to Cloudsdale. There were no changelings in sight, just as the others had said. Fluttershy wondered where they all went, and how long she had before they all came back.

When she arrived at Clousdale, she spotted Rainbow Dash right away. She sat on a cloud overlooking the city. As Fluttershy approached her, she heard Rainbow Dash sniff. When she heard Fluttershy behind her, she quickly wiped her nose and eyes.

"Last time I was here, they were attacking the city. I wanted to come and teach some of them a lesson; but they're all gone," Rainbow Dash said. "She couldn't fly. I-I didn't know she couldn't fly..."

Fluttershy put her arm around Rainbow Dash's shoulders.

"She adored me, looked up to me, wanted to be like me... but she couldn't, because she couldn't fly.. She knew that and I didn't.. I never gave her the time of day she really deserved.. and now I never can..."

Rainbow Dash put her head on Fluttershy's shoulder.

"She won't be suffering anymore," Fluttershy cooed softly, "and in heaven, all ponies can fly."

After Fluttershy consoled Rainbow Dash for a few minutes—and promised not to tell the others that she cried—Rainbow Dash suggested that before they returned to Zecora's, they should check out the rest of Cloudsdale.

The streets were quiet. Cocoons hung on awnings, but there weren't as many around as there were in Ponyville. There were also a few dead bodies. Fluttershy didn't see anyone she personally knew, but it was still sad to see.

Something stirred from underneath some rubble. Fluttershy squeaked and partially hid behind Rainbow Dash. Somepony moaned from underneath.

"It's a pegasus," Rainbow Dash said. She flew down and helped the pony up. "Are you ok?"

The pony stood up and shook his head, some dust flying from his helmet. Fluttershy recognized his golden uniform; he was one of Celestia's guards.

"You're one of the Royal Guard," Rainbow Dash said, "What are you doing out here? What happened to Princess Celestia?"

"I don't know what happened to the Princess; everything that happened in Canterlot was utter chaos. Once the Princess went missing, and after Shining Armor snapped out of the spell, he said it was everypony for himself. He gave us dismissal. I came here because I have family here, and because the fight in Canterlot was useless; here we had a bit more of a chance," he explained.

"Where did all of the changelings go? What happened?" Fluttershy asked.

"We'd been battling endlessly since this all began; the pegasi refused to give in. But then suddenly, maybe about an hour ago, all of the changelings dropped what they were doing and flew away. They seemed to be heading towards Canterlot; it was like the queen had called them away. I was helping another injured pegasus, when this awning collapsed on me," he said.

"Maybe there are other survivors," Fluttershy said. She looked around, scanning the area.

"If there are, I wouldn't doubt that they've either banded together somewhere and planned another attack, or many of them might have left Cloudsdale to find refuge somewhere else," he guard said, dusting himself off.

"Pfft, abandon Cloudsdale? What pegasus in their right mind would abandon this place?" Rainbow Dash said. The guard looked at her sternly.

"If it meant the difference between being trapped in a cocoon and survival, then yes, any pegasus in their right mind would go elsewhere. They've been barraging Cloudsdale ever since this whole mess started months ago. Cloudsdale was the last place still putting up a front, and because of that, more pegasi were being killed than being harvested. If you're put in a cocoon, you at least have a chance for survival; I remember seeing you in a cocoon when I left Canterlot," he said, "And now look? You're free. And you're ok."

"Doesn't mean everypony who's in a cocoon is going to turn out to be ok," Rainbow Dash snapped.

"Still a better chance than being killed by one of those changelings," the guard said.

"Now, we shouldn't argue, we should—" Fluttershy said.

"So what, it's better to just give Cloudsdale over to the changelings? Just give up? Let them officially take over everywhere?" Rainbow Dash said.

"Survival isn't giving up; you need to survive first in order to fight back. Sometimes that means lying low for a bit; it doesn't make anypony a coward," the guard said back.

"There might be survivors who need our help and—" Fluttershy said.

"Yeah, but it's easier to defend a city than to take it back once it's been conquered," Rainbow Dash said.

"And how would you know that? What sort of army training have you ever had?" the guard said.

"You don't need training to figure something like that, it's common sense!" Rainbow Dash said.

"Um, ok, Rainbow Dash, maybe we should—"

"Don't need training?! Training is essential in a crisis such as this!" the guard said.

"Good it did to you, you don't even know where Princess Celestia is! She's your ward and you've lost her? No wonder Equestria is falling!"

"Excuse me? Are you saying that it's my fault that the princess is missing? How dare you assume that I am not working towards the greater good of finding out where she is—"

"In Cloudsdale? Last time I heard, she was in Canterlot, the very place you ran away from," Rainbow Dash said.

"I did not 'run away' from Canterlot! I was—"

"LOOK!" Fluttershy shouted. She pointed her hoof towards the air. A dark figure was flying towards them. Rainbow Dash and the guard stopped arguing and turned their heads.

"I-I-Is it a changeling?" Fluttershy asked. Rainbow Dash squinted.

"No, it's not dark enough to be a changeling; it looks like—"

"It's another guard," the guard said.

The dark grey pegasus began to descend towards them. He landed softly and nodded towards the other guard.

"CloudsArmor," the dark guard said as he nodded towards the other guard. He nodded back.

"Forgive me, as many of Princess Luna's guards' names escape me," he said.

"Titan Wings," he said. The two shook hooves. Titan Wings then turned towards Rainbow Dash and Fluttershy. "Are you civilians alright?"

"Yes," Fluttershy said.

"You managed to survive the wrath of Cloudsdale?"

"Actually—"

"We were actually in Canterlot when the initial attack happened," Rainbow Dash interrupted Fluttershy. "We were in the wedding and we were cocooned. Our friend set us free."

"So you have a unicorn amidst your ranks; that is good," Titan Wings said.

"I'd completely forgotten about Princess Luna! How is she, is she ok? Is she with Princess Celestia?" Rainbow Dash asked. Titan Wings put up his hoof to stop her.

"I do not know where the sun princess is; nopony seems to know. Princess Luna has sent me on a secret mission; I merely stopped here because I saw CloudsArmor," Titan Wings said. He then turned towards CloudsArmor, "I think it wise for you to join me; my mission is relevant to all of Equestria, including to figure out where Princess Celestia is."

CloudsArmor nodded. Titan Wings spread his wings, getting ready to take off again. CloudsArmor followed.

"What about the injured civilians here, who might need our help?" Fluttershy asked.

"They must care for each other; we cannot stop to mend everyone until all of Equestria is safe," Titan Wings said.

"They're right; we should go back to Zecora's. Maybe Twilight's arrived by now," Rainbow Dash said. Titan Wings stopped and turned towards Rainbow Dash.

"Twilight? As in Twilight Sparkle?" he asked.

"The captain's sister...?" CloudsArmor said. Fluttershy nodded.

"We're meeting her in Ponyville. She's the one who set us free; we need to find the Elements of Harmony to stop the changelings," Fluttershy explained.

"Wait; you two are Element bearers?" Titan Wings asked. Fluttershy nodded.

"Loyalty and Kindness," Rainbow Dash said.

"Then we are headed towards the same place. Princess Luna has sent me to find Twilight Sparkle, to aid her in her quest," Titan Wings said.

"What happened to the princess?" Rainbow Dash asked. Titan Wings sighed and looked far off into the horizon.

"She's been detained."

Chapter 19

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Chapter 19

Twilight Sparkle

Traveling with Trixie significantly slowed things down. They were so close to Zecora's hut, and yet it took them three times as long as it should have to get there. Many times Twilight considered sending the Shadowbolt ahead to Zecora's, but since he couldn't talk, he wouldn't be able to relay a message. Plus, she may mistake him for a changeling or something worse. Without Twilight there to explain that he was protecting her, there was no point in sending him first.

Then she thought of maybe making the Shadowbolt stay with Trixie while she quickly ran ahead to get Zecora to come help her, but whenever she tried, Trixie panicked and would run in the opposite direction of the Shadowbolt. She only seemed to tolerate him when Twilight was around.

So they slowly made their way to the Everfree Forest and slowly through it. Trixie got extremely distracted by the pinecones and kept trying to throw them at the levitating ones. Twilight figured she was trying to make them levitate as well.

"No Trixie, use your magic; you can't just throw them," Twilight said. She demonstrated. Twice Trixie got it right, but then she would suddenly just drop all the pinecones she was levitating, panic, and scramble to pick them up using her legs.

Why does she keep forgetting she can use magic?

After what seemed like decades, Zecora's hut finally appeared into view. Twilight had never been so happy to see it in all her life. There was smoke coming from the chimney—normal smoke, none of that gross green mist—and she could see the silhouettes of ponies inside. Ponies, plural! With any luck, her friends had noticed that there was no green coming from the forest, just as she had, and had decided to go meet up with Zecora.

"Trixie!" Twilight said, once she saw Zecora's hut, "I have an idea! Let's store all of your pinecones in there! That hut is more than big enough to store them all!"

Trixie jumped up and down, excited at the idea. This caused her twin pinecone to fall off of her hat. She shrieked and dove for it, knocking over her stockpile of pinecones.

"Great and powerful!" Trixie said. She coddled the twin pinecone.

Twilight couldn't wait any more. Before she could say a word, Twilight levitated all of Trixie's pinecones and hurriedly walked towards Zecora's hut. Trixie began to sob, and ran after the flying pinecones. Twilight kept them high above her. Trixie tried to jump up and grab them.

Twilight kicked the door open and dropped the pinecones in the first corner of the room she could see. Trixie dove in and sat on top of them, protecting her hoard.

"Twilight!"

Twilight looked over at Apple Bloom as she said her name. Tears sprung to Twilight's eyes. Apple Bloom, Applejack and Zecora all sat at the table. She wasn't surprised to see Big Mac standing by the window. She was surprised to see Derpy mixing something in Zecora's cauldron.

"Applejack, Apple Bloom! I'm so happy to see you!"

There was a round of hugs and rejoicing. Applejack cried again as she quickly relayed what happened to Granny Smith. Apple Bloom once again passed on the information about Scootaloo.

"I'm so sorry for both your losses," Twilight said. She wiped her tears away.

Big Mac suddenly glared at something over Twilight's shoulder. She turned to see the Shadowbolt.

"No, it's ok; he's with me," Twilight said. She then told the story about her special message from Celestia, and how she found Luna.

"Princess Luna is supposed to meet us in Ponyville; I'm surprised she's not here already. I went ahead and found Trixie along the way; we were attacked and she somehow transported us to the White Tail Woods," Twilight said. "Have you heard from the others?"

"Big Mac and I met up with Rainbow Dash and Derpy in Ponyville; Fluttershy was already here when we arrived. Once Rainbow Dash learned about Scootaloo however, she stormed out and Fluttershy went out after her; that was about twenty minutes ago. Haven't heard from Pinkie or Rarity," Applejack said.

Twilight and the Shadowbolt stepped further into the hut, closing the door behind them.

"So... what's up with the pinecones?" Applejack asked, nudging her head towards Trixie.

"She—"

The door suddenly burst open again. Rainbow Dash and Fluttershy entered the hut, followed by two Royal Guards.

"Twilight!" Rainbow Dash said.

"Rainbow Dash, Fluttershy! I'm so glad to see you guys are ok!" Twilight said. Another round of hugs.

"Twilight Sparkle; my name is Titan Wings. I was sent by Princess Luna," the grey pegasus said. He had black armor on; the white pegasus had gold armor on. "This is CloudsArmor; he serves Princess Celestia."

"Do you know where Princess Celestia is?" Twilight asked. CloudsArmor shook his head. "Where's Princess Luna?"

"The princess has been detained; she did not give me further information. From what I gather, while she was in the prison cell, the dark magic inhibited her sending out messages to her guards. There were a dozen of us stationed on the moon, and our orders were not to move until she instructed us to do so. Some others began to get antsy after we did not hear from her for months; some of them went looking and never came back. I never break commands, so I waited. Finally, she sent a message once you freed her, saying that I must go and find you, and aid you in your quest. And I recruited CloudsArmor along the way. We are now at your disposal, Twilight Sparkle," Titan Wings said.

"You're the captain's sister; it's only logical to take orders from you," CloudsArmor said.

"She was detained? I hope she's alright; maybe she's found Princess Celestia," Twilight said.

"Umm... what's wrong with Trixie?" Rainbow Dash said.

Trixie was sitting atop her pinecone pile, whispering things to her twin pinecone. When the others stopped talking and looked at her, she stopped whispering and hid the twin pinecone from view.

"I don't know," Twilight sighed, "She was like this when I found her. Something terrible must have happened."

"This pony has a scrambled brain, I can see that clear and plain," Zecora said, taking a step towards Trixie. Trixie glared at Zecora.

"Can you help her Zecora?" Twilight asked.

"Help her, I am not sure I can; for I do not know this curse's plan," she said.

"This is so frustrating. It's like she's forgotten how to use her magic, forgotten she has magic. I can't explain why she's obsessed with pinecones either, but nobody toy with them, or else. With her in this stage, her magic is unstable; it was that instability that sort of saved us when we were attacked by changelings," Twilight explained. "I don't know what to do to help, because I've never heard or seen anything like this before."

"I have."

Everypony turned their heads towards the voice at the door. Titan Wings and CloudsArmor stepped aside.

Behind them was Rarity.

Chapter 20

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Chapter 20

Twilight Sparkle

"Rarity!"

Twilight ran and gave her a hug. Rarity winced. Twilight stepped back to see that her hind legs were awkwardly bandaged.

"Oh my goodness, what happened?" Twilight asked.

"It's too long of a story," Rarity said.

"Ok, you can tell us later; you said you've seen Trixie's madness before?" Twilight asked.

"Not before; right now. Come," Rarity said.

She slowly (because of her injuries) led Twilight, Zecora, Applejack, Fluttershy, Rainbow Dash, and the two guards around the back of the hut. Big Mac stayed inside to keep an eye on Trixie. Derpy continued to mix her batter, Apple Bloom helping. They were making muffins.

A few paces behind the hut, was a car. There was a huge pile of leaves on top of it, but Twilight recognized it. So did Applejack.

"What in tarnation—are you telling me that those two, no good for nothing—"

"Applejack, they saved me," Rarity said softly. "I know you have your differences, but we all need to work together now, for the good of Equestria."

Applejack huffed, but didn't say any more.

Flim suddenly appeared from the other side of the car. He had a bunch of leaves stuffed under his hat and his shirt. He jumped onto the car and dove into the pile of leaves.

"Flim has the same symptoms you were describing that Trixie has; except it's leaves instead of pinecones. Flam said that a changeling did this to him, that they were specially attacked because Flim had freed Flam from a pod. A changeling tried to do the same thing to me," Rarity explained.

"They must be targeting unicorns then," Twilight said, "because unicorns can free the ponies from the pods. By making them brain-scrambled, they forget they can do magic and therefore, they can't free any more ponies."

"That's what I thought once I saw it try to do the same thing to Rarity," Flam said, as he stepped from behind the car. He was covered in soot. "Flim just stuffed the tailpipe with leaves."

"There must be a cure," Twilight said. "We're going to have to be extra careful then, as unicorns."

"I will give my things a look, see if a cure is in a book," Zecora said.

"Yes, but first I think we should give Rarity some first aid," Twilight said. "It looks like she's been through the most."

"Yes," Rarity said, as she slowly limped back towards the hut, "But it was worth it."

She stopped and opened one of her saddlebags. Twilight and the others gasped. Twilight couldn't believe it.

"The Elements! You have the Elements of Harmony!" Twilight said.

"Yes; it's where Princess Celestia sent me," Rarity said.

"So, all we need to do is wait for Pinkie," Twilight said, as the group headed back inside.

"I saw Pinkie—she and her sisters saved me. We were traveling together when we were attacked by changelings and got separated; that's when I met up with Flim and Flam," Rarity explained.

"Hopefully they're ok," Fluttershy piped up. The others nodded solemnly in agreement.

Back inside the hut, it got very crowded. Zecora helped heal Rarity, as everypony went around in turn explaining what had happened to them and what they knew. Trixie and Flim had a bit of a turf war, in where the pinecones and leaves could go. Derpy passed around muffins.

"It's probably best if we wait here for Pinkie and her sisters," Twilight said. "It's the safest spot; we can go in turns into town every half hour and see if they are waiting for us there."

"CloudsArmor and I can go now if you wish," Titan Wings said. Twilight nodded.

"Maybe each of us should hold onto our own Element; that way Rarity isn't singularly attacked, and she doesn't have to take on the huge responsibility," Applejack said. The others agreed. Rarity passed around the Elements, and held onto her own and Pinkie's.

"Pinkie's sister Blinkie is good with explosives; her weapons will come in handy," Rarity explained. "I heard explosions as I was running away; I really hope they're all ok."

"The only thing we can do now is sit and wait for them," Twilight said, "and try to strategize. We have a list of things we need to figure out: Where Princess Celestia is; where Princess Luna is; how to unscramble Flim and Trixie—the more functioning unicorns we have, the better. That way, we can free more ponies and build up our army; but it'll be easier if we find the Princesses; their magic is the greatest after all."

"What about Princess Cadance?" Fluttershy asked.

"And your brother Twi?" Applejack said.

"I know; we'll find them. They're probably all in Canterlot. First we need to figure out a good course of action and—"

Suddenly there was a soft bang outside. Bright light shone through the windows of the hut for a second and then disappeared. Everything went quiet.

"What was that?" Rainbow Dash asked.

"I'm not sure; let me go check," Twilight said. She stood and put one hoof towards the door. Before she opened it however, it opened from the other side.

"Pinkie Pie!" Twilight shouted. Everyone rejoiced. Twilight pulled Pinkie Pie into the room, giving her a big hug. She did the same to the unknown grey pony with her.

"Where... where's Blinkie?" Rarity asked. The grey pony's eyes filled with tears. She shook her head.

"This is my sister Inkie," Pinkie said. She then sniffed. "Our other sister Blinkie, didn't make it."

"I'm so sorry Pinkie," Twilight said, pulling her into another hug.

They had a moment of silence.

"..Was that strange explosion just now, was that you?" Twilight asked. Pinkie shook her head.

"It was weird; we were walking towards the hut when out of nowhere, this bright light came and then disappeared. And when we got to the doorstep, this was sitting there."

Pinkie held out a roll of parchment she had been holding. It had Twilight's name hastily written on it.

Twilight took the parchment with shaky hooves. She recognized that script. She scanned the letter to the signed name at the bottom.

"Oh my god," she whispered.

"What is it Twilight? Who's it from?" Apple Bloom asked.

Twilight turned to the rest of the room, her jaw dropped open.

"It's from Spike."

.... To be continued.

(Link to Part 2! http://www.fimfiction.net/story/57427/The-Reception%27s-Back-On)

The Reception's Been Canceled

by sister_mike

Chapter 1

Chapter 2

Chapter 3

Chapter 4

Chapter 5

Chapter 6

Chapter 7

Chapter 8

Chapter 9

Chapter 10

Chapter 11

Chapter 12

Chapter 13

Chapter 14

Chapter 15

Chapter 16

Chapter 17

Chapter 18

Chapter 19

Chapter 20