• Member Since 9th Sep, 2017
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You are going to LOVE ME!


After the Canterlot Wedding disaster, the rebellious Thorax defected from the changeling kingdom to come to the land of Equestria, and with him came many changelings who agreed with his message of peace. However, Queen Chrysalis, angry at his insubordination, launched an invasion against Equestria.

With their forces spread thin across the land, Equestria has no choice but to rely on one thousand reformed changeling volunteers as an assault against Chrysalis's main army. But will the plan to end the invasion force succeed? Or is hope doomed for all?

Chapters (5)
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Comments ( 28 )

Pretty interesting, waiting for the next chapter!

Cheeky reference. I wonder how many other people will recognize where you pulled the plot from. *wink*

They're going to have to find out on their own, won't they?

It's been hard. I never thought I would be on the front lines of war. Activity has been low, but there's always this feeling that things are going to go wrong. It's still hard for some ponies in Ponyville to accept that we're fighting alongside changelings.

Wait, what:rainbowderp:?

And yet they have the courage worthy of rivaling many in the royal guard. Speaking of which, the detachment you sent us to has been rather friendly towards us. Even though we're commanding changelings, these troops trust us. Fluttershy has been happy about that most of all. Rarity still has some skepticism towards the effectiveness of changelings in battle, as they've never been tested yet.

Of course Fluttershy would be happy that the Changelings would be her friends instead of enemies:derpytongue2:.

But I have faith in their abilities. They wouldn't have become warriors if none of them possessed the capability. I know they will succeed in what we're planning to do. Shining Armor's trying to come up with a plan to drive the invasion force out. But I don't know when he'll finish.

So, there's a rebel army rising up against Chrysalis eh:ajsmug:? Count me in:pinkiecrazy:!

“I've figured it out, Twily!” Shining Armor closed the tent flap with his magic. “I know how to use your changeling army in battle without risking their lives!”

Twilight raised an eyebrow. She had been pondering how to do that as well, but even she could come up with nothing. What was Shining Armor planning?

The white unicorn levitated Twilight's letter off the table, showing the rarely-used map of southwestern Equestria beneath. It consisted of a small arid desert surrounding a small pocket of lush, green wilderness. It looked like the desert in the shape of the letter D, and in the center was the pocket of jungle.

“Here's what I'm thinking. You take your changelings in a column, undisguised, and travel past Chrysalis's camp up north. Make it look like we're carrying supplies to our armies in Applewood.”

So, that's your plan huh Shining...interesting, let's see how it goes:twilightsmile:.

“Undisguised?” Twilight asked.

“I know how Chrysalis thinks,” Shining Armor slyly said. “Possessing my mind before my wedding gave me an unintentional understanding of her. When she sees you, and more importantly, the changelings you’re commanding, she'll pursue you. But,” he said, tapping a spot on the map. “I will follow behind her with the Royal Guard and surprise her here. Which will force her to turn and fight.”

Twilight got it. “A decoy! We're going to draw her out so we can hit her hard!”

“Exactly!” Shining Armor said. “Your changelings will defeat the enemy without even raising a sword.”

Great thinking Shining Armor:scootangel:!

In the middle of the plan's fruition, Twilight suddenly fell upon an issue that severely discouraged her. It was like a light switch had been turned off.

“But Chrysalis's army can march fast,” Twilight pointed out. “If they catch us-”

“I know,” Shining said. “But no plan is without risk. This is the risk now. You need to keep a good pace, Twilight. Keep the changeling volunteers out of reach.” He leaned forward intently. “And let me put an end to Queen Chrysalis.”

Let me guess, for putting Cadence in the underground caves:rainbowderp:? Understandable, that had to have been Tartarus for Cadence:fluttershyouch:!!!

“This wouldn't have anything to do with any personal bias, would it?” Twilight asked.

Shining Armor's face darkened. “She almost took my wife away from me forever,” he breathed. “She has to be put down for good. Who better to do it than me?”

Speaking of...:applecry:.

“You need to keep track of the bigger picture,” Twilight said reassuringly. “Chrysalis is probably equally happy to see you again on the battlefield. She's been preparing for years now.”

“So have I,” Shining Armor affirmed.

Twilight could see the fire in his eyes, and was actually confused as to how the table had not caught flames from its intensity. “When that happens, Shining,” she said, almost pleadingly, “please be careful.”

“I’m going to be triumphant,” Shining Armor answered. “For you, and for myself, and for Cadence.”

“This is a good plan,” Twilight said, standing up from where she was on her chair. “I will not let you down!”

Shining Armor clasped Twilight's hoof with his own. “Then good luck.” He let go and flipped a lock of Twilight's ragged mane. “And get some rest. You'll need it.”

Judging form the cover art, a lot of it:rainbowderp:!!!

And he turned and exited the tent.

Twilight felt worry ferment at the back of her mind. Not just for her brother, but also for the changelings under her command. The plan was a good plan, but only if each part came together just right.

The lavender alicorn used her violet magic to levitate the letter to Celestia back onto the table. Dipping a quill back into her ink pot, she started to write again.

I suppose I'd have to tell you about the changeling volunteers themselves. To make sure we're in good hooves, you know?

Good hooves indeed:twilightsmile:.

You know that they're the direct children of the people of Thorax, who, after the invasion of Canterlot, swore that they would never fight or drain love again. So--and I learned this from the volunteers myself--they buried their swords and spears deep in the earth and refused to obey Chrysalis. They changed into the more glorious versions of themselves that we know and fled out of the country.

But Chrysalis sent out her guard to where Thorax and his followers were hiding in the wilderness. Rather than fighting back and break their promise, they stood there and allowed themselves to be killed. When they saw this, the guard felt ashamed of killing their fellow people and decided to join Thorax. But as a result, most of my volunteers grew up without fathers.

Ouch...that had to have impacted them hard:applecry:. Also, I hope Thorax is okay:fluttershyouch:!

But their mothers taught them instead. They told them to have faith in friendship, and to look to you for guidance. And if their morals told them their path was wrong, they were more than welcome to return to the changeling kingdom instead of the peaceful path. It was their mothers who molded them into the strong people they are now.

When they sought sanctuary, and you granted them a place to live in Ponyville, I became very interested in the changeling culture. I spent a lot of my time in their nearby settlement after my ascension to alicornhood, and there I learned a lot about them and why they had dissented.

And I bet that it was a lot to take in:derpytongue2::derpyderp2:!

When Chrysalis invaded just a few months ago to get revenge against them, my mind was troubled because of these dissenters. They were just trying to live the laws of friendship, but they were persecuted because of it. Not only that, they had no way to fight back because of their pacifist promise. If we failed to protect them, their extinction was going to be our fault.

But as my heart was in despair as to these thoughts, my friends came to me with good news: a thousand of their children were prepared to offer their lives to defend their new home. This they were free to do; they hadn't entered into their father’s covenant yet.

I hope I can protect them.

You can Twilight, and you will:rainbowdetermined2:!!!

A drop of water plopped onto the letter. Twilight realized it had come from her eye. She wiped her face and continued to write.

I've grown to love them so much! They're so fascinating and friendly, and I've gotten close to them as if each of them was my own son. But stronger ponies than them have fled from what we're about to face.

The tent flap rustled again, and in came a small dragon, innocent-looking and small.

“The sun's up, Twilight,” the dragon reported. “And Shining Armor's already given instructions. We're ready to march.”

Twilight fixed her number one helper with a determined look and rolled up the scroll. “Send this. I'll be out in a moment.”

Spike the dragon blew a tongue of green flame from his lips, and the letter turned to ash and flew away.

Twilight turned to her armor in the corner of the tent. It was light blue and pink to contrast her lavender coat, and was meticulously arranged on a stand.

She went over and drew the sword that accompanied it. Purple in the hilt, with a starburst as a crossguard, and a meter in length of sharp stainless steel, Twilight admired how perfectly she could wield it.

Her reflection caught in the blade.

“If all goes well,” she murmured, “I won't need you.”

Maybe not the blade, but definitely the rest of the girls:pinkiehappy:!!! Speaking of the blade...I feel that there's gonna be some very...brutal scenes in later chapters:rainbowderp:.

The sun was hot and heavy. Beads of sweat dripped down each of their faces in rivulets. There was barely enough green vegetation to make it bearable, but it was still arid and grassy.

Twilight was the one that led the column across the dry dirt of the badlands. Behind her was each of her five friends, each commanding two hundred troops of their own behind them. The columns of changeling troops came in four rows of fifty.

The reformed changelings themselves resembled colorful moose mixed with bugs, with antlers atop a massive, sturdy chitin colored green, purple, turquoise, pink, orange, and yellow. Their eyes were constellations of light, bedazzling any who looked for too long. Each was armed with a spear and a short sword. They plodded along unwearyingly, searching for their objective: the enemy camp.

After hours of marching north, the group spotted the main enemy camp: a collection of tall black tents reaching for the sky like a collection of black, spiky fingers. It rested on a cliff overlooking the endless arid lands below. Though it was miles away, Twilight felt a chill come and make her shiver. Her knees knocked together, her pores stood on end. Twilight knew the power of this dangerous queen, and she was determined not to expose her children to it.

“There it is!” Rainbow Dash exclaimed, pointing. “Now remember, guys, make it conspicuous. We're hauling supplies to Applewood to guard against an attack from that direction. Got it?”

The changelings she was commanding nodded their agreement. Then they proceeded to lug along their supply wagons in a very obvious manner. It involved a lot of groaning and sarcastic remarks made by the young volunteers, made to be heard by any overhearing spies.

Twilight heard many of such words. “Oh, I sure do hope that the changelings don't report us carrying these big supply wagons, don't you, Mandy?” “Oh, you're sooo right. If Chrysalis catches us lugging these things, she'll probably have to destroy them! What are we going to do then?” “I sure hope we're talking quietly! I wouldn't want any changelings to hear about our plans to reinforce Applewood's defenses! If they found out, we'd be in sooo much trouble!”

Oh those Changelings:rainbowlaugh:!!!

Twilight could not help but laugh at their antics. They were just kids, after all. And besides, they were serving a purpose, and doing it cheerfully.

Indeed they were; Pinkie would be proud:pinkiesmile:.

Nevertheless, Twilight did not relax until Chrysalis's camp was far behind the last troop hours later.

“You think we were conspicuous enough?” Pinkie Pie enthusiastically asked, turning around to address her troops.

“I don't like being conspicuous,” Fluttershy whispered.

“Well, I could certainly do without having Chrysalis's creepy eyes on the back of my skull,” Rarity asserted, flipping a curl of her lavish mane. “Soldiers!”

“MA'AM!” came the shouted reply behind her.

“When we set up our camp, each of us is taking a bath in whatever water is available. Goodness, having a dried-out mane is so inconvenient, wouldn't you say?”

Maybe so...:applejackunsure:.

“I can't say, ma'am,” came the lone reply. “We don't have manes.”

Rarity's face flushed a sudden scarlet. “Ah. Well, um, I still would like each of you to bathe.”

“No promises!” came another young voice.

“Yeah, it'll take some coaxing for this guy.”

“Oh, hush! I was joking!”

“Everything's a joke for you, isn't it?”

“My life's been a joke from the very beginning!”

“You said it, not me.”


And they are already causing a ruckus:rainbowlaugh:!!!

Twilight laughed out loud again. “Great job today, everyone!” she called to her sons. “Chrysalis is bound to hear about us now. If not, we're given a free pass to Applewood. Either way, we win!”

There was a bout of chuckling and whoops at that statement.

“Rest up for the moment. It'll be night in a few hours, so do what you need to now.” She broke into a huge grin. “And for any brave ones, if you want to hit on the female recruits, go ahead and try!”

“Okay, mom!” came several exasperated responses. “Glad to obey!”

“And female recruits, you have the right to hit them if they get too close!”

The cheering this time now mostly came from the two hundred fifty female recruits.

I can already tell that this is going to get rowdy:derpytongue2:!!!

“Dinner's at 7:00. Applejack's division is responsible for cooking tonight. Lights out at 10:00. I'll need volunteers for lookout duty tonight.”

Dozens of hooves shot into the air. Twilight selected the ones she wanted, and, after conferring with the captains of fifty on their troops, left the camp to do as she would.

The troops under Pinkie Pie's command and the ones under Rainbow Dash's command were the ones who stayed up the latest. They were energetic, rowdy, and played very physical games with each other until the light of day forbade it.

The ones under Fluttershy's command all quietly ate their dinner and went to bed as soon as it got dark. Applejack's troops ate and ate and ate, and did the chores around the camp before lounging around watching the others chase each other around. Rarity's troops separated and did their own private thing--reading, writing in their journals, sewing idle stitches together, and gossiping.

Twilight's role in all this was to go through the camp and inquire as to the state of each soldier she came across. Feeling personally responsible for their health, Twilight took it upon herself to look after her “children.” And each of the troops she came across treated her as a mother. Maybe bossy, maybe overbearing, but knowing she had their best interests at heart. Each of them were intensely loyal to her to the degree that some of them had began to even call her mom instead of commander or ma'am. Twilight had no problem with this.

Of course, each of her friends were like aunts tailored to each of the troop's needs. Twilight had methodically separated the troops that way, being the organizer she was. Shy or soft troops, for example, were put into either Fluttershy's or Rainbow Dash's platoons at random, to either offset their capabilities or to maximize production.

As the moon rose and the fires of the camp dotted the land below the starry sky, Twilight watched the camp from her tent on the outskirts. Remorseful, but hopeful for the future, she only let one thought worry her.

Shining Armor...please, I hope you know what you're doing!

Well, looks like everypony's all set:rainbowdetermined2:, and yes Twilight, I really hope Shining will be alright:fluttershyouch:!!!

“Soon…” A peal of maniacal laughter echoed in the musty dungeon cell as a dark figure moved out of the shadows. She was tall, jagged, lanky, black, disgusting. A spike of hard flesh shot out of her round head to act as a magic horn, and her sickly green mane hung in ragged strands over her eye. Her laughing mouth showed sharp, curved fangs capable of poisoning a rhino. Queen Chrysalis took an inhale. “Every last changeling traitor...will be killed!”

She smiled sweetly at the prisoner held in foul green muck on the walls of her dungeon. “You might as well obey me. Perhaps...I will show you...mercy.”


The prisoner, a Royal Guardspony, heaved as he gave his response. “Celestia's mercy is good enough for me!”

Chrysalis tsked softly and stepped closer. “Your idealistic foolishness is both admirable...and condemnable. Now I will say this only once.” She leaned in close to his face and flicked out her forked tongue to tickle his nose. “If I set you free, you will convince Shining Armor to surrender. Am I clear?”

The Guardspony headbutted her.

Oh, nice one:rainbowdetermined2:!!!!

Chrysalis snarled. She felt something warm and slimy trickle down her upper lip. When it rolled into her mouth, she could taste her own blood, green and vile.

The changeling queen pressed her holed hoof to the throat of the prisoner. “Then have your wish. I am a merciful queen.”

She drew a long black sword from her hip with her other hoof and raised it above her head.

“My queen!”

Chrysalis whirled around before she was about to strike. A changeling courier was there, panting heavily.

“Speak!” she ordered irately.

“Our spies came back with bad news. A small band of enemy troops passed close to our camp earlier in the day,” he responded fearfully. “They're marching north to the city of Applewood!”

Oh now they'e been spotted:twilightoops:!!!

“So.” Chrysalis let go of her prisoner in disgust. “Shining Armor thinks he can sneak supplies past me, does he?” She sheathed her long black sword and marched over to her courtier. She towered over him; the queen was always taller than her subjects. “How many soldiers were in the supply train?”

“One thousand, my queen.”

Chrysalis frowned. Only a thousand troops to guard a supply train? Something wasn't right. “Are they seasonedsoldiers?” She smiled. “Or a ragged bunch of peasants?”

“They were enemy changelings, my queen.”

“Thorax's breed?” she asked in surprise. Without warning she burst into laughter.

“And they were youths at that, my queen. No more than teenagers!”

Dont underestimate them, even youthful individual can make a big difference:rainbowdetermined2:!!!

Chrysalis stopped her laughing fit enough to take a deep breath. “Well, at least this'll be good practice for my soldiers, eh?” She lit up as she laid a hoof on the courier's shoulder. “In fact, the one who kills the most of them will be promoted to a captain!”

“NO!” came the prisoner on the wall. He struggled against his restraints. “Please! Have mercy on them!”

Chrysalis drew her sword again and slowly walked over to the unfortunate guard. “I thought Celestia's mercy was enough for you.”


One of the soldiers yelled to a circling Rainbow Dash, “Hey! Dash! They coming yet?”

“Not yet!” Rainbow yelled back. She sped up higher into the air and settled on a small cloud; clouds were sparse and small.

When the sun was fully up and the grass stood straight and dry, the entire army was waiting impatiently for the signal to be given.

“Dash!” yelled a few of them. “Hey, are they coming yet? They gotta be coming now! They had plenty of time to see us!”

Not yet it seems:applejackunsure:.

“Not yet!” Rainbow Dash bellowed back down.

“Where's Twilight? I'm bored!”

“Twilight's discussing with the commanders!” Rainbow yelled down. “Be patient, okay? Yeesh!”

Oh like you're one to talk about patience Rainbow Dash:flutterrage:!!!

“When Chrysalis begins to move, we'll start off with a slow march. Give ‘em a bit of time to be in pursuit. When they show signs of overtaking us, we'll begin the real march.” She drifted her eyes over to Applejack. “How're your troops, Applejack?”

“Ready ta run their heels off, Twi!”


“Their spirits are higher than a party balloon, Twilight! We're going to be okey-dokey-lokey!”


“They're ready to move when we give the order.”


“Um...the same as her. Oh, I'm just so scared! What if the queen overtakes us? We're sitting ducks out here!”

Looks lik everypony's ready, and don't worry Fluttershy, we will get through this; together:scootangel:!!!


“That's Rainbow Dash!” Twilight recognized, and turned to see the prismatic pegasus rocket towards her in bright silver armor that caught every speckle of light and threw it into the eyes.

“Twilight!” Rainbow yelled when she was close enough, pointing into the distance. “She's coming! Chrysalis is coming!”

Twilight squinted. Off to the south, a cloud of smoke and dust rose into the air for miles. The dark speckles on the ground were very nearly indistinguishable.

There had to be thousands. At least ten thousand changeling troops had vomited out of the main camp and were marching their way, as small in the distance as the sands of the sea.

Twilight ignited her horn and focused on her own troops below. With a pop, she disappeared.

She appeared amidst the troops, who scrambled back to allow her room. Seeing her face through her nose guard, they all instantly knew what was going to happen.

“Fall in!” Twilight ordered. “Quarter march!”

ONWARD TO BATTLE:rainbowdetermined2:!!!

Will give this a read...

I will give this a read later. Also cute Fluttershy pic for your profile pic.

“I say we take all our armies into one body and attack those bastards at their rear,” came a particularly pugnacious voice that Chrysalis despised. It came from Captain Mandible, always willing to take the most direct action.

“Risk our entire army in a single battle?” Chrysalis incredulously asked. “No.”

“If we attack with our entire army,” Mandible patiently explained, “there is no risk.”

Maybe, but there's no garuntee that'll work:applejackunsure:.

“But you fail to estimate the traitor's strength,” came her other, more level-headed advisor, Durge. “We should sneak around them in smaller units and harass them on all sides!”

Now I think that's a more clever plan:ajsmug:.

Before Chrysalis could make a proper decision or rip the guts out of one of them, a single changeling scout landed in front of her.

Behind her was the amassed strength of ten thousand black-shelled devils, snapping at their figurative reins to be off. It contrasted dearly with the sole figure, something Chrysalis was quick to note and appreciate.

“My queen, their march is weak,” the changeling reported, genuflecting. “And a purple alicorn leads them.”

Chrysalis's expectations shot up in an instant. Twilight Sparkle. She had to get to her. She had to.

You'll have to get through the rest of the Element Bearers and the Rebel Changelings first:twilightangry2:!!!

“We move out immediately,” Chrysalis ordered.

Mandible grinned maliciously. “By tomorrow morning, every last traitor will be dead! And we'll be feasting on their supplies!”

“I want them tonight.”

Mandible looked shaken. “But my queen-”

“I will have them tonight,” Chrysalis evenly, calmly responded, “or I will have a new captain. You choose.”

Oh boy, she's not playing around:rainbowderp:.

Mandible lowered his head. “Yes, my queen.”

Chrysalis ignited her horn in a gleam of emerald, shimmering dangerously like a mirage in the desert air. “FULL MARCH!”

She began the march by going at a brisk trot. After some distance, the lines of her changeling drones obeyed by marching in immaculate rows behind her. Before long, the clouds of dust kicked up by the troops enclosed them in a permanent barrier of tan-colored fog.

Chrysalis kept on marching. And so did her troops.

Princess Twilight...Princess Twilight! Do you dare to ascend to my level of royalty? After what you and your brother did to me? I will show you...you and the traitors you protect shall all die!

Oh yeah, we'll see about that:flutterrage:!!!

The camp was joyful and triumphant. The first day was over, and things could not have gone better. Chrysalis had been lured into the open, and her forces were caught between a vise grip. The war, which had begun some months before, was drawing swiftly to a close.

Around a fire late at night, the six close friends, and the changeling captains of fifty, were sitting around and discussing the vital details of the day. Nothing was too bad, however, and Twilight eventually concluded that if they kept their course, all would be well.

“D'ya really mean that, Twi?”

“Of course, Applejack. My kids did well today, didn't they, Arista?”

“They did, ma'am,” Arista said, who was rather timid, but worked well with Fluttershy. She was deep purple and light green, and her voice was high but soft. “But I don't know if they're pretending to save face.”

Whaddya mean pretending:applejackunsure:?

“Whadda ya talkin’ about?” exclaimed Stern, a male changeling who was the explosively entertaining one in Rainbow Dash's group. “My guys looked roarin’ and ready for more!”

“But we're so tired,” Arista mumbled. “We've gone all day without a break!”

Everyone has there limits, even Changelings:ajsleepy:.

“That don't bother me,” a dark red soldier called Proto casually said, leaning back on his log around the fire. “Gimme another day to do it all over again. At least then, I know what I’m supposed to be doing all day.”

“Don't say that around Twilight!” Pinkie admonished Proto. “If that happens, she'll assign you to cleaning duty all day!”

“I never said I was lazy!” Proto hurriedly added, pointing at the sly Twilight. “Just bored, that's all.”

“Never admit to being bored in the army,” his brother, Meso, advised him. “You'll end up scrubbing pots until you wear holes into your hooves and you end up looking like those changelings Chrysalis commands.”

Oh boy, that cannot be a good thing:pinkiesick:. So glad that these Changelings, Thorax included, rebelled against Chrysalis:twilightsmile:.

Stern laughed at that. “Why do they all look like moldy swiss cheese?”

“I dunno,” Proto responded evenly. “Take a taste and find out.”

“That sounds...disgusting…” Arista murmured.


“Oh, come on, Arista!” Meso complained. “I know you really like cheese! This'll be perfect!”

“Spraying canned cheese into my oatmeal that one time doesn't count,” Arista pointed out.

“You remember that time when I masqueraded as a moose and you almost shot me when you were hunting for dinner?” Proto asked all of a sudden.

Ouch, that had to have hurt:fluttershyouch:!

Stern shook his head remorsefully. “Maybe we should have finished the job when we had the chance.”

Proto gave a sideways glance at Stern. “Are you insinuating something?”

Stern raised his hooves innocently. “I have no idea what you're talking about.”

Meso grinned at his floundering brother. “I see nothing to accuse here!”

“When did this happen again?” Twilight shrewdly asked.

“Uh, I have no idea what you mean, mom,” Stern hurriedly defended, waving his hooves.

“Is it when we all went hungry that night a month ago when we couldn't find anything to eat in the wild?”


“That's his way of saying yes,” Arista gently proffered.

“No it isn't!”

Caught red hoofed:rainbowlaugh:!!!

Proto slapped him on the back. “As you can see, he stands confirmed.”

They all burst into a round of hearty laughter. The snaps and pops of the fire filled in the muffled giggles.

When it passed, Twilight leaned forward on her log, crackling her armor. “I'm proud of you all,” she soberly said. “Today was a day that Celestia would commend you for. I know marching for hours without a break would hurt, but you left Chrysalis in the dust. And in two days, we'll be safe in the city of Applewood.”

“We ran their hooves off, didn't we?” Meso bragged.

“We did, Meso,” Twilight congratulated. “You bet your flank we did.”

And you did a good job of it too:twilightsmile:.

“Is there anything you'd like to tell the troops, ma'am?” Arista gently asked. “My soldiers are anxious to hear from you.”

Twilight paused here. After a few moments, she nodded as a thought came to her. “I'll go around to them and encourage them tonight. Do...any of you believe in a god?”

The four captains sounded their affirmation.

“Then encourage them to pray for my brother.” She stood up and looked to the south, where Chrysalis, and her pursuers, were steadily creeping.

“This whole operation is up to him now,” she said, barely soft enough for them to hear. “He needs your prayers.”

He most certainly does...he'll need it:fluttershysad:.

“What news, Estoc?” Shining Armor quickly asked. “Is my sister safe?”

Estoc shook his golden mane up and down, showing his brilliant blue eyes between his yellow curtains. “She is. Her camp is secure up ahead.”

Shining Armor breathed contentedly once more. Twily was safe. That was all that mattered.

“And Chrysalis,” Estoc continued, clenching his right wing conspiratorially, “is right where we want her. If we can keep this pace in the ravine, we'll reach their camp at dawn.”

Oh boy, we're getting closer to the climax:rainbowdetermined2::rainbowderp:!!!

“I didn't believe it myself either,” the newly-appointed captain told the queen as the both of them climbed a tall rock scramble just outside their camp. “But wait until you see it! I'm certain!”

“Quiet, fool,” Chrysalis ordered. She climbed up to the highest rock in the pile and peeked her head over the top. Beside her, the captain did the same.

Her attention was to the south. The rock pile overlooked a long ravine that had carved its way into the arid desert terrain long ago. It weaved and stretched for miles and miles.

And as she looked far to the south, she saw a faint glow of orange firelight deep in the trench.

They were being followed!

We've got you now Chrysalis:rainbowdetermined2:!!!

“Shining Armor!” Chrysalis realized. A small wave of panic arose in her throat. “It-it was a trick!”

“My queen?” the captain asked.

“Those...traitorous changeling bastards...drew us out of my stronghold!” Chrysalis roared. She set her hoof on top of the rock pile. “I'm going after them.”

“No, my queen!”

Chrysalis whipped around, and a lock of her pale green mane flicked in her face. “And why ever not?” she mildly asked, with only a hint of venom. If she had to depose of two captains in the same day-!

“I-i-i-if we turn around to fight Shining Armor's army, the thousand changeling deserters will attack us from behind!” the captain pointed out. “My queen, we'll be surrounded!”

Eeyup, no getting out of this one Chrysalis:ajsmug::pinkiecrazy:.

Chrysalis stopped mid-movement. The words of her new captain were actually useful. Maybe not all captains were as useless and sniveling as she once thought. She never liked to admit she was wrong, but he was surprisingly tactically sound. Maybe she would keep him around.

Chrysalis pondered the issue some more. What to do, what to do? Shining Armor was clearly meant to intercept them as they were moving. How would they prevent that?

She paused. And grinned.

“Wake the soldiers,” she commanded.

“My queen?” he asked.

“Shining Armor has surprised us,” she explained with a casual smile, underlying the menace within. “Now wehave a little surprise for him.”

I...do not like the sound of that:twilightoops:.

You gonna expound on that and be useful to me? You wrote three letters! I need something more to work with if you want me to improve!

OOC is short for “out of character”. And I have no idea how to improve this story cause of the direction and how early it is.

I know what it means. I know what OOC means. But how are they out of character? Be helpful here!

:trollestia: And just before the clash of battle the Armies burst out in song.....
:moustache: and I ride Rarity into the sunset :raritystarry:
:facehoof: Keep it PG you too.
:raritywink: Pia Sama's writing it

Estoc used the tip of his wing to pick up a moldy sock, which was as stiff as cardboard. Flinging it away, he managed to crack a smile. “Wherever they went, they left in a hurry, all right.”

Indeed they did:applejackunsure:.


“Captain?” he asked. “Are you saying they didn't leave right away?”


“Well then-”

No, no, NO!” he exploded, and hurled the wad of paper against a tree with all the force he could muster.

Estoc took a tentative step. “Captain? What is it?”

Shining Armor turned his head to regard Estoc, and the fury within his eyes could have set firewood ablaze.

“She's gone after Twilight.”

Estoc's pearly jaw fell. “She...she what?”

You heard him, Chrysalis has gone after Twilight:twilightoops:!!!

“She plans to kill every last changeling under Twily's command before she'll even think about turning around and fighting us!”

This is bad, this is so very bad:raritycry:!!!

“That wasn't the plan!” shouted an eavesdropping guard. “Chrysalis should have turned around to fight us!”

“Clearly we misjudged her,” Shining Armor bleakly realized. “She is more stubborn than we thought she was. She'll kill them all, and the Elements of Harmony to boot!”

Estoc furiously saluted. “Not if I have anything to say about it!”

Correction: not if we have anything to say about it:flutterrage:!!!

Shining Armor let out an animalistic snarl and looked to the heavens. His eyes were imploring, but his face was furious.

“My sister will not die for me!” he vowed. He looked back to the apprehensive pegasus and made a jabbing motion to Estoc. “Alert all the troops! Attacking speed! Now!”


“And so then I was all like, ‘The gates are open!’ and Big Mac, he's like, ‘What, do you think I'm that stupid?’ So then he rolled for initiative and he got a nat 20!” Spike rolled his reptilian eyes. “He ended up using a buff on all his party members. But he still only did 50 damage against the dragon of Adaladar. Isn't that weird?”

Meso looked questioningly at the second-in-command. “Since when were you so involved in Ogres and Oubliettes? Isn't that for nerds?

“Hey, don't diss Ogres and Oubliettes! It's a really good game!”

“I guess. RPGs are so varying in quality, aren't they?”

“Yeah. Baldur's Gate was good enough on its own, but Pillars of Eternity did a good job too. But my favorite is The Elder Scrolls: Crystal Empire.”

So there's games now...me like:scootangel:!

“I haven't heard of that last one.”

“It’s made by the same guys that did Fallout: Equestria.”

Oooooh...Fallout Equestria eh:ajsmug:? Brady you clever little sneak you:rainbowlaugh:!

“Oh, yeah, I’ve heard good stuff about that one. Wait, hold on, that's an RPG?”

“Yeah. Weird, isn't it?”

“Aww, man. I'm a nerd now, aren't I?”

“Stop your talking back there,” Twilight ordered, only a few steps ahead of them.

“Why?” Meso asked his commander. “Oh, oh, I get it. You don't like RPGs either.”

“No, because the best RPG is obviously Heroes of Tartarus. Really, the argument is pointless.”

Oh you've played that too huh Twi:twilightsmile:?

Meso adopted a strange expression. He pointed at his acting mother. “I don't know if you're more cool or less cool for saying that, ma'am.”

“Please, try to keep me cool. Maybe you'll listen to me more and not get into fights with the others. Especially Stern.”

Twilight can be cool in her own right:raritywink:.

“Fights?” he snorted. “It's just a couple of words. A snide remark here and there, sure, but nothing to be afraid of.”

“I don't want this division to be split apart when the time is needed to stand tall,” Twilight confessed. “That includes snide remarks. I am basically a guardian against evil influences among my own little family here.”

Meso looked properly abashed. “Sorry.”

“You're the oldest one here. You're nineteen years old. You could help me more instead of helping contribute to the stirring up of evil among our own troops.”

“Okay, mom!” he relented. “Okay! Sorry.”

Good, glad you're getting your head in the game again:pinkiesmile:.

“How long are we going to be walking today, Twilight?” Spike asked wearily from behind her.

“Only a few more hours. The more distance we put between us and Chrysalis, the better. Maybe Shining Armor's already engaged them.”

A small shape cast a shadow on the plains below, and far above, Fluttershy circled about before gently gliding down and settling on the dry ground.

“Oh, hey, Fluttershy,” Twilight greeted her. “What's your report?”

“Um...I think I did a good job...for my first time out. I was really scared the whole time. Being that high up in the clouds was so scary!”

“Just tell me what's happening. Be short. Be concise. What's the situation?”

“It's...okay, I guess...but there's an issue, I think.”

“What is it?”

“Chrysalis is coming.”

Well that was rather blunt:rainbowderp::rainbowlaugh:!!!

“Well, that's-WAIT, WHAT?!” Twilight exclaimed, involuntarily putting her head very close to Fluttershy's. Fluttershy recoiled frightfully. “That's not supposed to happen! Did anyone see you in the clouds?”

“N-no, Twilight. I tried to be as inconspicuous as possible. And I'm pretty good at that. But, um, if you think differently, that's okay.”

“Oh, this is bad. Oh, man. Ooooooooh, man!” Composing herself with tremendous effort, she tried for a different tack. “What about Shining Armor? Did you at least manage to relay the info to him? He needs to kmow Chrysalis is coming for us!”

As I have stated before, this is really bad:twilightoops:!!!

“I couldn't find them in time. All I saw was a big, giant, scary cloud of dust filled with changelings moving at double speed from yesterday. I should have told him, Twilight. I'm sorry.”

“Don't be!” Twilight rebuked her. Taking a deep breath, and feeling her heart pound furiously beneath her chest, she tried for one last hope. “Has there been any word from my brother?”

“Nothing, Twilight.”

“Horseapples,” Twilight cursed under her breath.

“Oh, Twilight! You should watch your mouth. That was a very mean thing to say.”

Hey, in the situation you're all in, I think that's an appropriate way to describe it:ajbemused:.

“Something's gone wrong!” Twilight said, whirling around to look at Spike. Laying an armored hoof on his shoulder, she looked deep into his suddenly concerned eyes. “Listen to me, Spike. You are the captain now. Lead our army due west into the wilderness.”

“Twilight?” Spike asked in confusion, glancing west to the tree line that had always bordered their route. “Wh-what are you going to be doing?”

“Go!” Twilight ordered furiously. “Go, go, go!”

Spike sped off towards the tree line, ushered by his figurative mother. He took one look back before stopping to wait.

Good luck Spike, I know you can do it:scootangel:!!!

“EVERYONE!” Twilight roared to the columns of troops behind her. The thousand changelings paused their advance in their tracks, with the teenagers whispering their confusion to each other.

“Listen to Twilight, everyone!” Rarity crisply ordered to her own troops. “She's got something important to say.”

“We may be officially compromised!”

Rarity's face comedically fell.

“That maaaaayyyy be important, everyone!” Pinkie Pie hesitantly announced to her own troops.

None of them needed the reminder. They all knew that their lives were now suddenly in danger.

In grave danger:twilightoops:!!! Like, Chrysalis is gonna drain you all dry of your blood kind of danger:twilightoops:!!!

“We can't stay out in the open anymore! While we have the time, we need to retreat into the woods and wait out Chrysalis's advance parties. They know it's a trap now. Our only hope now is to make sure each of you is safe. Follow Spike! I'll be at the rear.”

Every soldier whipped their heads to face the young dragon.

Spike let out a small cough and puffed himself up. “All right. Look at me. I'm the captain now! Yeah! Yaayy...Right?”

There was some grumbling noises in response.

Spike huffed and folded his arms. “Oh, I see how it is. Hmph.”

Poor Spike...no one takes him seriously still:fluttershyouch:!!!

“Rarity! Fluttershy! Pinkie Pie! Keep the soldiers moving! Cut the supply wagons! Leave them! I don't want a single soldier to be left behind! Got it?”

The three mares nodded quickly and began to encourage the frightened soldiers in a sharp left turn into the nearby woods. The changelings who were pulling the supply wagons unhooked from their harnesses or cut them out with their knives. Soon each of them were in an all-out sprint towards the forest.

As the first troops reached the tree line, Twilight pointed at Applejack. “Burn the wagons, Applejack! I don't want Chrysalis to take advantage of this!”

“But Twilight!” Applejack protested. “Ma homemade pies and fritters are in there! D'ya know how much TLC Ah put inta these things?!”

Would you rather get drained dry by Chrysalis:ajbemused:?

“You don't want Chrysalis to eat them, do you?”

Applejack widened her eyes, then nodded resolutely. “Ah gotcha, Twi. Ain't no mindless drone gonna feast on any Sweet Apple Acres apples!”

Applejack ran over to the wagons and took out a piece of flint and steel. She struck the pieces against each other, and sparks flew in a deadly glowing shower over the tarp on the side of the wagon. A small blaze began at the edge and began to spread up the top.

Atta girl:twilightsmile:.

The only one left was a floating Rainbow Dash, looking to her for guidance.

“I had hoped it wouldn't come to this, Rainbow,” Twilight quietly said. She drew her sword with a purple flourish of her glowing horn. “But you are our greatest warrior...and my close friend. There is no one else I would ask this of.”

Rainbow Dash gave a cocky grin.

Please don't do anything stupid Dash..please:facehoof:.

“We'll stay at the rear and listen for signs of the approaching enemy. If Chrysalis draws too close…” Twilight took a breath. “We may have to turn and fight.

Rainbow tossed her mane, her expression confident. “Well, I am pretty awesome. If anypony's gonna hold ‘em, it's me!”

Twilight cleared her throat meaningly.

“And you too,” she reluctantly conceded. “I guess.”


The wagons were all ablaze now. Engulfed in a snapping forest of scarlet branches, the precious suppies therein were consumed by the flames.

Applejack, with a saddlebag of supplies across her emerald armored back, stepped back from her handiwork. She nodded approvingly, and turned and sprinted at full gallop into the nearby forest.

Rainbow and Twilight followed.

A dull roar echoed behind them as the first changelings could be heard approaching.

Here they come:twilightoops:!!!

“Come on, ya bunch of lazy-bones!” Pinkie Pie bubbled, boinging alongside the troops with little bounces. “You wanna race? Come on, let's race! I love it when my vision gets all blurry! Readysetgo!”

You tell 'em Pinkie Pie:rainbowdetermined2:!!! Pump them up:pinkiehappy:!!!

“Onward, noble warriors!” Rarity proclaimed with a hoof in the air. “Into the forest we go!”

Onward to battle:scootangel:!!!

“Um...if everyone could walk in an orderly fashion, that would be just fine,” Fluttershy tried to say, but the stampeding rush drowned her feeble voice out. Fluttershy eventually settled for taking flight and flying high above the reformed changelings.

If that's okay with you:fluttershysad:.

As Fluttershy glided along, she took periodic glances above the treetops, worrisome of the imminent danger. Were the changelings coming closer? And was Twilight caught in the middle?

But when the army came to a little clearing in the forest, Fluttershy noticed the game-changing update.

“Excuse me?” she asked softly. “I've got an announcement to make, and, um, I-”

“Do you think this is far enough?”

“No! We need to go deeper! Maybe escape through to the opposite side!”

“Aaugh! I got a thorn in my side! Hold on, hold on a second, I gotta get this thing out.”

“It's, um, really, really important that I make this announcement to all of you right now, and so I would appreciate it if you were to-”


“I'm going to be sick, I'm going to be sick, I'm going to be sick-”

“WAAAAAIIIIIIT!” Fluttershy screamed above the commotion.

Well that escalated quickly:rainbowderp:!

The collective mass of soldiers beneath her ceased immediately. If the quietest one went to the highest volume, then she obviously had something important to say.

Fluttershy took one more peek to make sure. Then she fluttered gently down and made the announcement. “They're not following us anymore.”

“They what?” Rarity incredulously asked. “But-but why stop?”

The crashing of underbrush interrupted her as Applejack emerged. She looked weary and raggled from her sprint through the forest. Her hat was in tatters, and her black leather armor had scratches and tears.

“Sorry ‘bout that,” she apologized, laying a hoof on Pinkie's shoulder. “What's happenin’?”

“They're not following us,” Pinkie supplied, moving her shoulder so Applejack fell on all fours again. “They probably remembered their dentist appointments all at the same time! Because they ate a lot of candy over the past few weeks.”


“Pinkie,” Stern replied, his expression deadpan. “You eat a lot of candy.”

“Oooohh,” Pinkie realized. “Right. Forgot about that. I must have mixed them up with me! Silly me!”

Oh Pinkie...:coolphoto:.

Twilight and Rainbow emerged next. Their thick steel armor was less tattered than Applejack's, but they still were exhausted in body and mind.

“Why could they have stopped?” Rainbow asked Twilight in utter confusion.

Proto and Meso took worried glances at each other. Meso spoke up first, his usually bored voice now filled with worry. “They...might be surrounding the forest, ma'am.”

Arista began to rock back and forth on her rear end. “It's a trap!” she hyperventilated. “It has to be!”

Not a bad speculation:applejackunsure:.

“We're going to die!” came several voices, and the responses overlapped each other until the forest became a chattering mess. “I don't want to do this anymore! Maybe in the beginning, but now, it's scary!”

Dont panic everyone:twilightoops:!!! That's only going to make things worse:twilightoops:!!!

A single laugh interrupted them all. The overlapping died down in shock to plainly reveal who it was that was laughing.

It was Stern. He was just shaking his head lazily as he came to the center of the assembly, and he eventually stopped laughing to deliver his thoughts.

“Don't you see?” he said. “All they're doing is standing right outside the forest, waiting for us to escape! They want us to think they're surrounding the forest so that we can escape before it's ‘too late’ and they'll catch us then! But as for me…” He sat back against a tree and leaned back with his hooves behind his head. “I say we stay here. They're trying to draw us out, after all.”

“No!” Arista disagreed. “I'm with Proto and Meso. We're being surrounded!”

“How could they surround the forest if Chrysalis's army couldn’t see where we went?” a soldier pointed out, before a chatter could break out again. “We escaped into the forest before the enemy arrived, didn't we?”


“But where else could we go but into the forest?” another refuted. “They're stupid, all right, but they can add two and two and entrap us here.”

“Chrysalis isn't nearly that subtle,” Rarity spoke up. “As a lady, I understand the art of style and grace. Chrysalis is a bug-eyed monster who is single-minded and relentless. She would just plunge into the forest after us instead of surrounding us all.”

Wouldn't be surprised if she did that:applejackunsure:.

“Maybe…” Twilight said hopefully. “Maybe...Shining Armor caught them from behind!”

The entire group fell silent once more. The mood, rather than impatient, was somber this time.

One small, turquoise changeling spoke up. She was very young, but she was the daughter of Thorax himself, and carried herself bravely. “Then,” she said, timid at first, but growing stronger as her words continued to spill. “We must return!”

Twilight made her way over to the small little girl and caressed the top of her head. “I was given orders to keep you out of battle, Ocellus.”


“Twilight, ma'am,” Ocellus said quickly. “I can't just stand by and allow your brother to sacrifice himself for our sake. He's been marching for two days straight! And his army is less than half of Chrysalis's. You think we can just abandon him?”

“I want to go back too,” Twilight said softly. “But the plan-”

“With all due respect, mom,” Proto piped up, using the title to successfully attract her attention, “the plan is irrelevant at this point. Shining Armor needs us. I don't know if I could live with myself if he needed our help and we didn't give it.”

“This war is our war,” Meso agreed, clapping his brother on the back. “Chrysalis wants us. So let's give her what she wants.”

“Look at us!” came a lesser-social changeling in Pinkie Pie's group called Gupe. He was big and strong as changelings go, and was shy, but was also gentle and patient with those he worked with. “Take a look around. We're all the same deep inside. Pony, changeling--what does it matter who Chrysalis wants? We all hate her anyway. My blood is boiling for a fight. Let's give her Tartarus!”

Let's show that bug queen who's boss:flutterrage:!!!

“But with faith!” came the young female voice of Ocellus. “We know about the magic of friendship. With that power, there's no way Chrysalis can triumph over us.” Ocellus looked pleadingly to Applejack, then Fluttershy, and Rarity. After her, Pinkie Pie. Then Rainbow Dash. Finally, her gaze lingered on Twilight Sparkle. “We have you. You accepted us, first as refugees, and then as volunteers. You, and most of all, our faith, is with us. No force in Equestria will let us fall.” She took a shuddering breath to muster her courage once more. “We must go back.”

Twilight looked to her friends first. Applejack and Fluttershy looked doubtful as to their success, but Rainbow, Rarity, and Pinkie looked roaring to go.

She then overlooked her children. The young changelings, barely teenagers, in so few a number, with bravery shining out of the sea of faces. Eager, small, weak. But also brave, big, and unstoppable in their own eyes.

Twilight's heart ached for them. What could she do, let them kill themselves in battle? Compared to Chrysalis's army, they were negligible.

But this was their war. They chose the time and place to die. So Twilight, with a heavy heart, raised her sword aloft. The light from the top of the trees caught the length of the blade and reflected over the assembly.

“What do you say?!” she screamed. “Will you go up to battle with Chrysalis?”

HAY YEAH:rainbowdetermined2:!!!

Twilight had never seen so much bravery in her life. Each and every single one raised their own spears or swords and let forth resounding bellows of affirmation that quickly overlapped each other in a rising crescendo of power. They screamed their little hearts out. They knew the danger. They expected the worst. They were prepared.

Rarity was already getting weepy. “These are real heroes if I ever saw them,” she managed to croak out.

“I'm proud of you all,” Rainbow whispered under her breath.

“Please don't die,” Fluttershy breathed, unbeknownst to all.

“Y'all are gonna kick some serious flank out there,” Applejack whispered.

“Let's have some fun!” Pinkie exclaimed, unafraid to speak out louder than her friends.

One of them came over to Twilight. He was firm, tall, and ready to engage, but his knees were trembling and he was sweating profusely.

“My mother,” said the large Gupe, with tears in his little eyes, “she said that if we never doubted in the power of friendship, it would deliver us from harm. And Twilight...mom…will you say the same thing?”

Never doubt the most powerful magic of all:rainbowdetermined2:!!!

Twilight squeezed her own eyes shut. The words had cut deep.

“If only everyone could have a mother like yours,” Twilight lamented. “I know your fathers were slain, but I wish…they could see you now...”

She stopped her thoughts there as she pondered on her own family. And right now, out there, Shining Armor was in the middle of battle with his mortal enemy. She couldn’t lose him.

Not now. Not ever. Because he was her Big Brother Best Friend.


“Prepare for battle.”

Prepare for an epic retaliation:rainbowdetermined2:!!!

Can't wait to see where this story leads. I wish you the best of luck as you continue to write this story.

Is this based on what I think its based on?

Are you a member too?

Oh crud! I hope Shining is ready for the fight of his life. :twilightoops:

Please tell me that you didn't get me to fall in love with these characters just to kill them off. :fluttercry:

RIP Shining Armor

:pinkiegasp: I DON'T KNOW WHAT TO FEEL! :raritycry: On one hand, Shining Armor's dead. On the other, Twilight should have skewered Chrysalis while she had a chance. :flutterrage::raritycry:

Chrysalis roared and whipped the sword at the soldier again. The soldier barely blocked it in time, and its force was so strong that he stumbled. The next time she swung, the blade met no resistance, and the cruel blade shore through his neck like she was cutting grass. The body spun to the ground, flinging blood onto the parched earth.

Wasting no time I see:twilightoops:!!!

“KILL EVERYPONY!” Chrysalis reminded her troops, raising her red-painted sword above her head. “TAKE NO PRISONERS!”

For some reason, I can't help but get a callback to the Lion, the Witch and the Wardrobe:ajsmug:.

The battle had descended into chaos an hour ago. When Shining Armor's exhausted, angry, and impatient army crashed into the rear of Chrysalis's troop column, the expectant Chrysalis allowed them to penetrate her lines. This allowed the flanks of the changeling column to encircle them about and entrap the Royal Guard in a tight circle, like an amoeba absorbing other minuscule materials in a drop of water and dissolving the offending object.

Shining Armor, who was fending off three changelings at once, knew in hindsight what to do instead. But he knew: the past could never be erased.


No it cannot, all you can do is move forward:pinkiesad2:.

And Chrysalis knew it too. That disruption of his wedding and the subsequent fallout leading to this chain of events was all her fault!

He could learn, however; he could adapt to this awful circumstance. He would survive. He had to.

For his wife. For his unborn child. For Twily, if nothing else.

For all of them:rainbowdetermined2:!!!

Just as easily as he beheaded all three changelings in a single swipe, he could imagine doing the same thing to Chrysalis. His sword, bloodied green, directed itself to point at the queen.

She was across the battlefield, taking on three soldiers of her own, but if he played right, he would get in close and duel her to the death. Cut off the queen, cut off the source of direction for the soldiers. Perfect!

Oh shit:twilightoops:!!! Not good:twilightoops:!!!

He took in more details as he strove to keep himself apart from the action around him. One of his troops was hacking enemy axes apart with broad swings of his own sword in his wing, but abruptly stopped and stiffened, crumpling to the ground to show the grinning face of a changeling drone.

Another soldier of his had just disarmed a changeling of his curvy sword. Slicing upward, the blade then tore into the changeling's chest and through his shoulder muscle, disconnecting his arm from its socket. The changeling fell, wailing pathetically, and the soldier reversed his sword and sank it through his neck so deep it dug into the soil beneath him.

One down:rainbowdetermined2:!!!

A changeling’s knife strike was deflected by a shield bash, and the insect fell, but while he lay on the ground he spat into the soldier's eyes with some goopy green muck. The soldier stopped his attack and clawed at his face while bellowing, and the satisfied bug knocked his shield out of the way and dug his knife into the pony's neck chink. As he yanked it out, the blade, soaked to the hilt in red, flung bits of blood all over the arid desert terrain. The pony himself keeled over and drowned in his own blood.

Another royal guard elbowed a changeling in the face, and saliva flung from his lips. The guard used the time to sink his sword into the changeling's chest and jerk it about while firmly lodged before yanking it out again. The green blade drip-drip-dripped onto the dry plants beneath him as the corpse collapsed.

Jeez, its turning into a bloodbath out there:twilightoops::pinkiesick:!!!

Hundreds of similar skirmishes were playing out all around him. The Royal Guard was dreadfully outnumbered, but with that knowledge, they knew they needed to take out as many of the enemy as they could. They were surrounded, but that meant they could attack anywhere they wanted.

Already, thousands of troops had been slain. The losses on both sides were approximately equal, but with less Royal Guard, those equal numbers meant more.

Scratch that, its turning into a MASSACRE:pinkiesick:!!!

Shining Armor marched across the battlefield. He jerked his body about as needed when an arrow flew by, or when a skirmish broke out near him, or when debris flung into the air.

“Armor!” Estoc cried from nowhere, rushing to him. He slashed through a charging changeling's skull as he did so, and the black body was flung to the side, leaking runny green blood from the long gash.

“Estoc!” Shining Armor began in relief, happy to see his second-in-command all right until he saw the dents and gashes in his breastplate and helmet, his dulled and bloody green sword, the fear and anger in his brilliant blue eyes.

“We have to retreat, Armor!” Estoc pleaded. “We've lost our major captains! The soldiers are confused! What more are we going to do?”


Shining Armor took another look around. Three more Royal Guards fell to the cruel spears of the changelings. Some especially cruel bugs changed into other Royal Guard members before coming close to the real ponies, then stabbing them in the abdomen and leaving them to bleed out on the battlefield.

Then, to make things even worse, a thousand black changeling reinforcements began to charge out of the nearby forest and form up near the rear of the army, wriggling their way in, getting closer and closer to the action. The bugs already there were confused at first as to the unexpected reinforcements. Then, with collective shrugs, they accepted them into their ranks and allowed them in.

Shining Armor was devastated. Chrysalis had had reinforcements in the forest as well? She had planned for everything! She wasn't fooled from the start!

They all fell right into her trap:twilightoops:!!!

“No!” Shining Armor refused. “This is the closest we've gotten to Chrysalis in years! I'm not letting her get away this time!”

FINISH HER OFF NOW:flutterrage:!!!

Leaving an emotionally confused Estoc behind, Shining Armor reared on his hind legs and charged straight at the queen with his sword floating in front of him.

Chrysalis only saw it coming at the last moment. She used her own magic to levitate her sword between them just as Armor's sword crashed down.

Between the crossing of blades, Shining Armor glared at Chrysalis.

Chrysalis glared back with equal force.

Round two:rainbowdetermined2:!!!

“You are going to pay!” Armor bellowed, flurrying his blade and forcing Chrysalis to parry. “For everything you've done against my family and Equestria!”

“So take it from me, Shiny,” Chrysalis retorted with a sneer. “Get close enough!”

Armor roared and engaged her in a true swordfight. Their blades flew around each other like flies, trying to land a hit on their opposite owners. The battle between the mortal enemies was so climactic that other battles going on nearby stopped for just a moment to see who was going to win.

Armor struck harder and harder. Chrysalis evaded and fired a slice back every time he did. Neither side had drawn blood yet.

They will soon though...they will soon:rainbowderp:.

Chrysalis's face was spiraling into desperation the further it went on. Shining Armor's face was growing in rage and ferocity.

Unfortunately, the changelings saw it too.

Finally, when Shining Armor’s sword had struck like a snake and sliced a long gash across Chrysalis's side that dropped her to her knees, the surrounding bugs couldn't take it anymore.

Changing into burly, strong members of the Royal Guard, one of the changelings lept onto Shining Armor's back and held his neck in an elbow hold. Shining Armor gagged and struggled, but his magic faltered and his sword dropped.

“ARMOR!” Estoc screamed in panic from across the battlefield.

SHINING NOOOOOOOO:raritydespair:!!!

A dozen changeling-disguised Royal Guards lept onto Shining Armor as well, and down he went in an entanglement of limbs. Small cruel blades showed themselves and began hacking and stabbing downwards furiously.

Estoc and three other Guards roared and charged at the evil enemy with their own swords aloft, waving them and screaming obscenities as they tried to slay the bugs atop their captain.

Chrysalis noticed this all and, despite the pain in her side, rose up again. The battle was won if their commanders were all fallen. Chrysalis rose up and laughed. And laughed.

You won't be laughing for long:flutterrage:!!!

The entire mass of black bugs began to laugh along with her until it spread throughout the entire battlefield. It was laughing demons, mocking the rise of the righteous, despising their attempts to glory. Changeling after changeling began to gut the Royal Guard with ruthless efficiency. Hundreds fell in an instant. Hundreds more fell in the following moments. The ground was blackened with dark red blood, giving water to the barren plains for relief. And the laughing changelings could taste the fear in the air, the terror, the desperation. They could smell the blood along with the hopelessness that came from the living. Victory was theirs. The changelings were triumphant!

One thousand black changelings all over the battlefield suddenly turned on the comrade next to them and sank their long blades into their necks and sides. They never had time to be surprised at the betrayal. In an instant, a thousand changelings perished.

The comrades next to their fallen brethren, initially shocked at their sudden demise, were even more shocked as their murderers turned on them next and plunged their weapons into their bodies as well. One thousand more changelings perished.

The black-shelled murderers erupted into a flashing pillar of green, and their disguises melted away. In their place was the reformed deserter volunteers. The small teenagers let out battle cries of their own as the surprise attack fell to pieces, and settled for straight-up charging into the soldiers next to them.

Sweet Faust, both sides are getting slaughtered:applecry:!!!

“Infiltrators!” “The traitors!” “Filth!” “Scum!” All of these were the last words of the ones who saw them. The reformed changelings, even though they were mere teenagers, were still larger than the warriors of Chrysalis, and the advantage of surprise was on their side. Another thousand changelings fell throughout the battlefield.

The unified enemy army now turned on the infiltrators and began to engage in little duels with each of them.

Yet neither side will give up:flutterrage:!!!

High into the air appeared a winged, horned figure. She was sudden, with a pop as her only warning of entry. Her horn still ignited, Twilight Sparkle let loose a torrent of magical energy into the mass of black-armored troops beneath, cutting a swath through their ranks and leaving burning chitin in her wake.

Chrysalis, as soon as she realized her army was falling to pieces, had let out a bellow of rage. Seeing Twilight, however, made her produce a powerful, furious sound that was so utterly unnatural that not even the king of Tartarus could recognize it.

A blur of multicolored light appeared behind her and spiraled down into the ranks of the enemy. Rainbow Dash, with her silvery sword out and flashing, sliced and diced through dozens of changelings on the first pass alone. Blood flew out wherever she went, and body parts were hurled into the air by the tremendous inertia she wielded.


“No!” Chrysalis bellowed to her faltering troops. “Stand your ground!” Seeing them look fearfully around, not knowing where to look first, even Chrysalis began to become fearful. “FIGHT, YOU COWARDS!”


Applejack, Rarity, and Pinkie Pie rushed headlong into battle. Applejack was the tank that was plowing into one black changeling after another, carving a path through the battle. Pinkie and Rarity were both balanced precariously on Applejack's back. Pinkie was twirling Rarity's tail like a crank, and Rarity's horn shot out beam after beam of turquoise energy, frying or incapacitating changeling after changeling. The three of them charged all throughout the ranks, causing chaos wherever they went.

A colossal thunder rumbled the ground, making the entire battle pause for just an instant. Only a few dozen meters away, Fluttershy came charging out of the nearby forest on the back of a gigantic black bear. A fleet of hummingbirds, sparrows, robins, and ravens flew past her head like an air escort, and on either side of the bear came foxes and wolves, rabbits and deer, snakes and mice alike. Prey and predator forgot their enmity in the face of Fluttershy's overriding call to arms.

The changelings on the fringe of battle screamed and scrambled out of the way, but Fluttershy's animal reinforcements crashed into battle nonetheless. Squeals and roars and tweets and screams from the animals mixed effortlessly into the sounds of the engine of war.

BADASSERY AT ITS FINEST:rainbowdetermined2:!!! Also, FEEL THE WRATH OF MOTHER NATURE:flutterrage:!!!

As the animals thundered by Proto, he evaded a sword strike and crashed his sword upon the falling blade, splitting it in two. He then swung his arm, slicing into changeling chitin, and kicked the inert body to the ground.

Another changeling rushed at him with a tremendous axe, but the maroon teenager stepped out of the way, sticking out his hoof. The enemy stumbled over him and fell to the ground.

Three meters away, Meso evaded a spear thrust and yanked on the shaft, sending the enemy tumbling to the ground. Meso lifted the spear with one hoof and stuck the bug through his abdomen.

Another bug got close and swung a tremendous sword at his head, but Meso ducked under the whistling arc and punched the bug under the ribs with a knife blade in his hoof.

As if the universe was still determined to destroy him, two changelings with spears tightly clutched in the holes in their legs charged at him from opposite directions.

He saw both of them just in time.

At the last minute, he thrust himself backward, and both spears crossed in the space where he once was and impaled the other attacker. Stuck together by two long shafts, they collapsed and expired in a growing puddle of sickly green blood.

OOOOOOOH, now that was just brutal:fluttershyouch::pinkiesick:!!!

Ocellus was pressed back against a tall, stone-dry tree by two determined black bugs. She was not very good at fighting in the first place, but extreme conditions and multiple enemies made her ineptitude even worse.

Oh no, OCELLUS:twilightoops:!!!

One bug twisted her sword out of her grip. Another bug knocked the shield off her arm.

Ocellus was pressed against the tree by the crossing of blades against her neck. The two of them were grinning evilly.

Ocellus cringed and closed her eyes, waiting for her life to end.


A few moments later, when she did not feel the life depart from her, Ocellus opened one eye.

Arista was there, her bloodied green sword at the end of an arc, and the two enemy changelings had fallen to the earth gushing emerald blood. Arista smiled gently at the scared child and extended a helpful hoof.

Estoc, standing over the inert form of Shining Armor, saw around him that the tables had turned in their favor. He tremblingly raised his sword.

Yes, Ocellus is saved:pinkiehappy:!!!

“The changelings are falling!” Estoc shakily proclaimed. “Attack! Attack!”

As Rainbow Dash plowed through one side of the field, Twilight circled low over the other end of the battle. Spike was on her back, expertly wielding Twilight's violet sword in his claws. He swung from side to side, cutting down leaping bugs on the left and right. Twilight was still firing blasts of energy into the fray, clearing a path and exterminating the enemy as she went.

Finally, Twilight settled on the ground in front of the dark queen. Ruffling her wings, Twilight only glared.

Chrysalis breathed heavily through her clenched teeth. Standing up properly once again, trembling from the wound in her side, she ignited her horn and levitated her weapon in front of her.

“This battle is over,” Chrysalis snarled with every ounce of hate she could muster.

“I agree,” Twilight responded. Between the dive-bombing Rainbow Dash and the unstoppable duo of Pinkie and Rarity on Applejack's back stampeding through the ranks and Fluttershy's wild animals causing chaos wherever she went and the element of surprise they started out with, the battle had clearly turned in favor of the forces of Equestria.

The Queen of Incests vs the Queen of Magic:rainbowdetermined2:!!!

“I will never surrender to someone like you,” Chrysalis continued, leveling her evil serrated sword at Twilight's shining weapon. “When this day is over, my army will triumph and your bodies will litter the earth!”

“When this day is over, Chrysalis,” Spike retorted, “you won't even have an army.”

Chrysalis roared and charged.

Twilight flurried her sword in front of her face with her magic and met her strike.

Will Twilight's Alicorn Magic and Power of Friendship be enough to defeat the Queen of Incests/Consumer of Love?! Or will Chrysalis's wrath and love hurry army succeed in overwhelming our Equestrian Heros:rainbowdetermined2:?! Find out right now on Pony Ball Z!!! (I'm sorry I had to do that:rainbowlaugh:)

Stern took a break after his own duel had finished and watched the two commanders duke it out. Their swords crashed and chimed and flashed with light from every impact. Stern could not help but admire the fluidity and grace with which Twilight wielded her purple sword, and the fury and power with which Chrysalis used her green weapon.

All that was pushed from his mind, however, when he felt a pair of claws grab him from behind and lift him up in the air. Struggling, Stern tried to break his way out from his captor.

“Come on!” the changeling holding him in the air screamed. “I got him! Kill him, now!”

A changeling in front of him noticed and rushed over with an upraised sword above his head.

When the enemy soldier came close enough, Stern lifted his hips in the air and aimed at the changeling's face.

Straightening his legs, his hind legs shot out and smacked the charging changeling drone in the face so hard his head snapped back, and he flew in the opposite direction before tumbling to the dust.

Stern jerked his own head back, butting his captor in the nose. An audible crack sounded behind him, and the captor released his grip. Stern broke free and leaped out of the way.

The reason he leaped out of the way was because Estoc was swinging the butt of his sword directly into the captor's face.

With a crash, the changeling, with his nose now soundly in his brain, stumbled back and fell unceremoniously onto the earth.

YEEEEEAH, WAY TO GO STERN:rainbowdetermined2:!!!

The duel between Chrysalis and Twilight was still going on. Swirls of purple and green spiraled around each combatant, flashing whenever they collided. Spike was clutching tightly onto Twilight's back the entire time.

The two swords collided and threw streams of sparks from the extended contact. Queen and princess shot each other hateful stares from the cross of the blades.

Twilight stepped closer, pressuring the queen of all changelings back a step.

“You think you can come into our lands,” Twilight firmly demanded, “slaughter my people, and take revenge on innocent refugees?”

Apparently she does, and she will pay:pinkiecrazy:!!!

“They are traitors!” Chrysalis bellowed.

“They found a true source of power,” Twilight corrected. “They found freedom in friendship. They found freedom...without you.”

Hell yeah they did:rainbowdetermined2:!!!

Chrysalis snarled and swung her sword incessantly, bashing it along the length of Twilight's. “I am so sick of your lectures!”

“I keep on trying to tell you,” Twilight simply said, parrying with ease. “But no matter how many times I tell you, you just can't seem to listen to one. Simple. Lesson.”

Twilight twisted the enemy sword away and held it out to the side. Chrysalis was only staring in paralyzed fear.

Twilight smiled. “Friendship is magic.”


And she fired a powerful blast into Chrysalis's stomach with her horn. Chrysalis hurled across the battlefield, skidded on the hard grass, caromed off an exposed rock, and collapsed on the dust, rolling until she came to a complete stop.

Twilight marched in triumph to the inert queen. The bug was struggling to rise again, but aways stiffened and lay down at a certain point.

Twilight bent over the queen, giving a confident smile. “But that was also magic.”

That it is Twi...that it is:twilightsmile:.

Chrysalis, incredibly, began to cackle. It was weak and had a coughing fit in the middle, but it was still a malevolent cackle.

“What's so funny?” Twilight asked.

Chrysalis choked for a second and lifted her spiteful eyes to stare Twilight in the face. “At least I was able to kill one of you today!”

Uh-oh...:rainbowderp:. No...:applecry:.

Twilight gasped; she somehow knew who it was she was talking about. “What have you done with Shining Armor?”

“The last I saw of your filthy brother, he was buried under an avalanche of my warriors!” Chrysalis triumphantly proclaimed.

Twilight’s eyes were filled with tears in an instant. Barely sparing a glance at the monster, Twilight galloped off in search of Shining Armor.

I seriously though that Twi was going to incinerate Chryssie:rainbowderp:.

Chrysalis grinned once more and weakly lifted her hoof. “Prepare to retreat! Our work here is-”

A torrent of emerald flames bathed Chrysalis's ugly black behind.

Chrysalis yelped loudly and covered her fiery butt with two hooves, then whirled her legs and sped off in the air in a blur.

Spike watched her run off with two crossed arms, giving a little smirk. “Don't be so sad! Fire is harmless! For me, at least.” He casually blew a few sparks onto his palm.

Good one Spike:rainbowdetermined2:!!!

Twilight hurriedly searched for him in the fringes of the battle, where little fighting was going on. He was everything to her in that instant. He needed to be there. He was definitely still alive. It was simply impossible for her to think of the alternative; it had never crossed her mind.

She happened by chance upon the tall blond Estoc, who was guarding a white body in purple armor. Twilight didn't hesitate.

“Princess,” Estoc rushed out, and moved aside for royalty.

Twilight knelt by her brother and pulled off his helmet. Scratches and dirt marks marred his face. His lips were split and his face were dark; his hair hung in matted tangles. With effort, he opened his eyes. They were bloodshot and tired of life.


“Twily,” Shining Armor croaked.

“Armor,” she breathed. She propped his upper body in her lap and held him gently, alleviating the pain in his body.

“My ribs are giving out,” he choked, his voice no longer deep and confident. He was so weak. “Internal bleeding. There's nothing...the medics...can do.” He took a few more small breaths. “I'm sorry, Twilight. I'm so...sorry.”

Don't leave us Shining, PLEASE DON'T LEAVE US:raritycry:!!!

“No,” Twilight admonished him, on the verge of tears herself. “You have nothing to apologize for, Shining Armor.”

He clasped his hoof with hers. “But I wasn't there for you...when I should have been! Like I should have been...for all those years growing up. You're not at all...sad about that?”

“You're my big brother...and best friend,” Twilight confessed. “You're the...I mean, you...you…” She wailed momentarily and pressed him against her. “Don't go and abandon me now! You have to be there for me, remember?”

Exactly what I just said:applecry:!!!

Shining Armor was really leaking tears now, his mouth open as he wheezed. “That's why I'm saying sorry now!” He gulped something down and trembled as his final words were whispered only for Twilight to hear. “I'm sorry...Twilight!”

Shining Armor slowly fell asleep for eternity.


Twilight was bent over his body, feeling his body, because that was all that was important now, was to harvest his memorable aspects, his physical form.

To remember him was the best for him. To remember him, and the pony he was, a strong, dependable, loyal brother who loved his country dearly, but loved his family even more.

Twilight's eyes watered his face. Her lament joined the darkening sky above the plains, threatening to water the soil beneath her.

On that day...Equestria mourned the loss of a true Knight in Shining Armor:ajsleepy:...

Shining Armor…

He was a valiant knight...a wonderful son, loving brother, and adoring husband...and soon to be father to the next generation of the Crystal Empire...may he rest in piece in the fields of Paradise:applecry:.

Approaching hoofsteps made her look up. Estoc was there, his dented armor spattered in droplets of both red and green. He was remorseful as well; Shining Armor had been his captain.

“How many of Chrysalis's army did we manage to kill?” Twilight bleakly asked. She almost didn't want to know.

“It's still too early to approximate that, princess,” Estoc replied. “But...when Chrysalis fled, and after we were done harassing their flanks, I couldn't estimate more than several hundred changelings who made it out.”

Several hundred...so many were lost:fluttershysad:.

Twilight put her face in her hoof. In a single day, they had managed to kill almost ten thousand of Chrysalis's drones. It was a resounding victory. Chrysalis would be left with almost no forces in western Equestria. The war was almost over. But this did not feel like a victory to Twilight at all.

“And what about the...Royal Guard?” Twilight mumbled.

“More than half are gone,” Estoc reported mournfully. His brilliant blue eyes were pointed at the ground. “And all of the chief captains were slain.”

All of them:pinkiegasp:?! Sweet Faust, I expected those casualties too but...all of them:fluttercry:?!

Twilight put both of her hooves in her face now.

What about her own army? Her own children, mere teenagers, mere boys and girls who had volunteered for this mess. What was she going to do?

Oh Sweet Faust...:applecry:.

A few more hoofsteps reached her and Estoc stepped aside respectfully. Fluttershy, in a white nurse's coat and hat, was there, along with Stern, Arista, Proto, Meso, and Ocellus. Each of them was bandaged up in some way. On the face, legs, body. Those patches of white strips sent Twilight's mind reeling. It made her afraid to ask the question.

“How many…” Twilight croaked, trying not to look into Fluttershy's eyes. “Of my sons and daughters…”

Fluttershy sat next to Twilight and hugged her upper body gently to alleviate her distress. Twilight tried to finish, but found that she couldn't.

“Just give me their names,” Twilight eventually said. “Just their names!”


Twilight braced for the list of her beloved son's names to come at her. Suddenly she wanted to leave before it reached her ears.

But for some reason, all that happened was that Fluttershy pulled away to look Twilight in the face. Her expression had a smile on it.

“Oh, Twilight. I don't have any names to tell you!”

Twilight, on the verge of tears, felt her stomach jolt. “You mean-?”

Wait what:rainbowderp:?!

“They live!” Fluttershy guided Twilight up to a standing position. “All of them!”

Twilight’s gasp was clearly audible. Her legs felt very, very weak.







“Mom?” Arista asked in concern. “Are you all right?”

“Do you need some water?” Ocellus followed up.

Twilight took several staggering steps. It was not possible! But if it was...“Show me, Fluttershy.”

Go see your precious little ones:scootangel:!!!

“I heard field reports,” Estoc was saying to Twilight, “of these changeling's bravery and skill. Without them, hundreds more of the Royal Guard would have perished.”

So many...:pinkiesick:.

“All I did was follow orders,” Arista mumbled.

“But you obeyed them with swift exactness,” Estoc commended. “And Chrysalis fled because of you. She's afraid of your potential.”

Understatement of the century:pinkiecrazy:!!!

Twilight continued to walk, aware of every word that was spoken behind her. Though the losses were heavy, a miracle had occurred. It was a tender mercy, one that Twilight fondled and treasured.

She did notice that they hadn't gotten out uninjured. Every changeling had been wounded to some degree. Some had even fainted with blood loss, and were overlooked at every instant by an I.V bag. And Twilight, though she was tired and dirty and distressed and broken, felt so much admiration well up within her that she almost spilled over.

Oh, the sacrifice her sons had made! Oh, the ponies they had become on the field of battle! Though they were but boys, girls, teenagers, they were some of the greatest souls to walk the earth.

Indeed they are...:pinkiesad2:.

Twilight came to the large but soft Gupe. He was lying on a mattress; he had been prioritized more than others. His left hind leg had been broken in three places. Wrapped in sterile white strips and a splint, Gupe was clearly in pain.

When he saw his alicorn captain, however, he instantly eased himself off his mattress, gently settling onto the soft soil. Wincing, clearly in pain, he slowly raised his hoof in a firm salute as she came by.

That was the push that sent Twilight over the line. Twilight wept openly, without stopping, with shuddering breaths.

Gupe managed to smile.

“Down, soldier,” Fluttershy whispered, coming over and easing him back down onto his mattress. Gupe made no resistance, and settled onto his back while Fluttershy elevated his leg.

Easy there young ones...:twilightsmile:.

Before she passed by, Twilight smiled back at him, though her face was tearful.

The day was won. Her brother would not be forgotten by anyone who had fought with him, and Chrysalis was alone and weak, stranded in the middle of the open desert.

The final stage was just ahead.

Let the final showdown commence:rainbowdetermined2:!!!

So, is it over? Is the story done? I mean, I know the war still had a ways to go, but the battle is over right? :pinkiegasp:

Yep. The battle is over, and not a single one of Twilight's troops was harmed. Man, it was scary wondering which of the characters would die, right? It's so unpredictable!

This was probably one of the most nostalgic stories I've ever read on this site. When I first read the title I almost couldn't believe what I was seeing, it was actually shocking if I'm being honest to see the story retold on FimFic. But I'm glad that you got the idea to do this, and I'm glad that I got to read it.

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