Waking Nightmares

by Jonathan "KnightMysterio" Spires

Chapter 18: They Call Her Love Part 2

The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts one day after the events of Chapter 18. Note about my tumblr: If something happens there that looks like a scene instead of a question answered, then unless I say otherwise it's canon to the story.

...I apologize in advance for a certain part of the story. You'll know which part I'm apologizing for.

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Ponyville...

Carousel Boutique...

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Rarity yawned, stretching as she slowly came awake. She looked at her clock and frowned. "Hm... Sun's up late today..." She yawned again, and pulled herself out of bed. Heading to the bathroom, she thought over her conversation with Spy.

"Well... maybe," she said. Applejack was a roughneck and decidedly uncouth, but Rarity was legitimately happy with her when they were dating. "Something to consider later."

After bathing and combing her mane and tail into its trademark elegant curls, she went to the room set up for Spy, and found him missing. She giggled. "My my, dear Spy. It seems that you and Zecora decided to make an evening of it." She tut-tutted and shook her head, smiling. "Ah, to be in love."

She went back to her room, gave herself a light dusting of make-up (in all things, fabulousness), and headed out, deciding to get breakfast in town before getting to work. She smiled at everypony, stopping to make casual conversation with Lyra and Bon Bon when she met them in the square.

"...Girls?" Rarity asked after a few minutes. "What was it like when you two first fell in love?"

"You mean aside from finding out the reason Bon Bon's candy is so sweet is that she's so sweet herself?" Lyra answered, nuzzling Bon Bon and making her blush. "Honestly? It was the fact that I felt I could always trust her. Like just being near her fills me with the greatest, most pleasant warmth imaginable. Like I have someone who knows me so well, she could even tell when a Changeling was impersonating me."

Rarity blinked. "Wait, what?"

Bon Bon smirked. "I was at the wedding too, although just as a guest. I could tell that the Lyra that was there wasn't the real thing."

Rarity frowned. "How...? Chrysalis had everypony fooled, even Princess Celestia."

"The fake Lyra didn't taste right," Bon Bon said, her smirk widening. Lyra blushed.

"Didn't 'taste right?' What do you... OH!" Rarity said, realizing what Bon Bon meant and giggling. "Well now!"

Lyra nodded, grinning. "Anyway, what's this all about?" she asked. "You think you may have found yourself a special somepony?"

"Ooh, fresh gossip!" Bon Bon teased.

Rarity blushed. "Well... I'm reconsidering past options, let's say..."

"And you came to us specifically with this..." Bon Bon said thoughtfully. "This 'past option...' is it a mare?"

Rarity nodded, blushing. "Recent events have had me wondering if I 'swing to both sides' as it were."

Bon Bon giggled. "Well," the candymaker said, "If you ever need tips on positions or creative use of caramel, I'm more than happy to share."

As Bon Bon finished her sentence, a pony named Caramel trotted right by them.

"Creative uses of Caramel, eh?" Rarity teased.

Bon Bon facehoofed. "And I just walked right into that one..."

"Trotted, rather," Rarity said, giggling.

Lyra laughed. "In all seriousness, though," she said. "If you ever do need advice on anything, we're more than happy to help."

"Thank you, dears," Rarity said, smiling.

"And if you could get one of the mercenaries to talk to me about their world, that'd be great too," Lyra added.

Bon Bon groaned, her head drooping to the table they were sitting at. Rarity shook her head and chuckled, bidding them farewell and going about her business.

As she stepped away, she felt a light buzzing along her Cutie Mark. She yelped, and looked around, spotting Doctor Hooves standing about ten feet away, fiddling with what looked like a very fancy penlight.

"Sorry! Sorry," he said. "I'm still adjusting the settings on this bloody thing. FINALLY managed to cobble together enough pieces to make one, and about the only good use for it right now is... well..." He blushed. "You felt that little tingle I accidentally gave you.

Rarity huffed, blushing, and came over to him, curious. "What is that thing, anyway?" she asked.

"Sonic screwdriver," he said proudly. "Completed version. MUCH better than the cobbled together one I used during the debacle with Nightmares Dubstep and Harmonic." He shook his head. "Nightmare Dubstep. At least my Nightmare name sounded intimidating." He blinked, and rolled his eyes, realizing what he was saying. "WOW I've been out of action too long. I'm actually feeling competitive with someone over names of our corrupted forms."

"A sonic... screwdriver..." Rarity said doubtfully.

"Oh, it's quite the useful tool. It can perform medical scans, act as an anesthetic, unlock doors..." Doctor Hooves bragged.

"Act as a marital aid," Minuette teased as she passed by on her way to work, gently kissing the Doctor on the cheek. Rarity giggled when Doctor Hooves blushed.

"Anyway..." the Doctor said, coughing. "It's quite useful. I'm going to show Engineer how to make one later."

"I'm sure Dell will like it," Rarity said, nodding.

"Oh, I'm certain he will. It's rare that I get to talk to someone on my own intellectual leve... Dell?" the Doctor said, smirking. "You're on a real name basis with him?"

"Well, when you've shared your body and mind with someone and I'm just now realizing how this sounds..." Rarity trailed off as the Doctor began giggling.

"Don't worry, I know what you meant. I can just be a bit of a tease at times," he said. "At any rate, I'm hoping that now that I have one of my old tools repaired that I'll be a bit more effective than I have been. Bad enough that this thing knows of me when I've gone out of my way to erase myself from every record in existence. Erased myself from the Dalek collective memory twice back in my own universe! Well, the first time wasn't my doing but the second time I had figured out how to do it on my own! Better that they don't know about me so that they don't keep upgrading to fight me, but I just can't help but intervene when I see them trying to exterminate an innocent species. Damned evil pepper pots..."

Rarity frowned. "Will we have to face these Dalek things?" she asked.

Doctor Hooves looked thoughtful for a moment and shook his head. "I shouldn't think so, no. They tried once, following me to this reality and launching an invasion. Celestia took offense, reacted appropriately, and now they're scared to death of her, having fled this reality forever," he said. "Those things are the only ones I'd ever approve using those sort of tactics on... Bastards..." He scowled angrily, and sighed. "Anyway, the rest of all my little problems that aren't dead or redeemed are safely locked away in Tartarus, so we shouldn't have to worry about them."

"I certainly hope so," Rarity said. "Derpy's been sharing some of your adventures with us... the things you've seen..."

"And that's just in this life," the Doctor said, smiling sadly. "Where is Derpy, anyway?"

"Right up here, Doctor!" Derpy said, gliding in for a landing.

"Excellent form, dear!" Rarity said, grinning.

"Thanks," the walleyed pegasus said. "I guess I'm just really on my game today!" She gave the Doctor a package, and Rarity some letters.

"Would you like to stop for a muffin, dear?" the Doctor said, holding up an English muffin and smirking.

"Mmm, definitely," she said. To the Doctor's surprise, she eagerly ate the offed English muffin. "Delicious. Was that honey butter?"

"Yes, yes it was," the Doctor said, confused.

"Delicious!" Derpy said, licking her lips. "Well, gotta go!" She bid them both farewell, taking off again to continue on her mail route.

Rarity smiled. "Charming girl," she said. "Always so sweet. It's not a surprise she was the Element of Love."

The Doctor frowned. "Odd... she usually detests English muffins. Always calls them 'fake muffins...'" He shook his head. "Well, maybe she just decided to try one today."

Rarity blinked, and frowned. A trace of Engineer's mind was still in hers. And for some reason the word "SPY!" suddenly flashed in her head. She shook her head, frowning and trotting off into town.

She went to breakfast, ordering pancakes and hay bacon, wanting the extra energy for work today. She calmly ate, trying to forget her nagging doubts after the encounter.

As she ate, she noticed Zecora looking around curiously, a worried look on her face. Rarity smiled at her. "Zecora dear! Come join me for breakfast!"

Zecora jumped, as if startled, and smiled at Rarity. "Forgive me for seeming to be in an uneasy way, but I haven't seen Spy all night or day," she said.

Rarity blinked, confused. "Odd... Last night he said he wanted to get some air..."

"Pfah!" said Soldier, startling them both. "Knowing the spook, he's probably just lurking around here, waiting to peek under your tails."

Both Rarity and Zecora unconsciously blushed and held their tails lower. They smiled at Soldier, who had Dinky riding on his back.

Soldier shook his head, chuckling. "I wouldn't worry about it. He'll show up when he's ready," he said. He glanced at the clock, and cringed. "Gah, I'm running late. Ladies, I'll see you at lunch, all right?"

"Bye bye, Miss Rarity, Miss Zecora!" Dinky said, grinning widely as Soldier trotted off with her.

"Charming child, that Dinky one," Zecora said. "I hope her day is filled with fun." Her tone was light, but her expression was still moderately uneasy. She was clearly still worried about Spy. "Forgive my abrupt departure, but I need to find Spy, so I can be sure..."

Zecora trailed off, shaking her head and sighing as she wandered off. Rarity frowned, shaking her head. Where was Spy, anyway? She knew he liked to be secretive, but this was verging on absurd.

Something was nagging at her about the way Soldier was behaving as well. She finished her meal, paid for it, and went to leave, only to spot Pyro staring at the direction Soldier left in, an intense look on her face.

"Pyro, darling, what's wrong?" Rarity asked.

"Too nice," Pyro said softly. "He was too nice."

Rarity frowned. "...Who, Soldier?"

Pyro nodded. "Plus, he never comments on Spy being a pervert when he can't be found. Spy's a gentleman. He loves the ladies but he'd never peek, even Soldier knows that. He always calls Spy a coward when he's doing his invisibility schtick and yells at him to appear."

Rarity looked uneasy at that, staring in the direction of the school. The word 'Spy!' flashed in her head again.

Pyro shook her head. "I need to talk to Engineer..." she said, wandering off.

Rarity nodded. "I think that might be best. And I should talk to Twilight..." the white unicorn, mainly to herself. She was actually ahead of schedule on her dresses, so she could take the time to go tell Twilight of her concerns.

When she got there, the Doctor was there as well, showing off his sonic screwdriver to her and Medic, who apparently had the day off.

"A fascinating device," Twilight said softly, examining it, slowly turning it over in midair with her magic.

The Doctor nodded. "And the parts were easy enough to acquire, once I actively started searching for them," he said. "I can easily make one for you, Engineer, and Medic in a week."

Medic quirked an eyebrow, gently brushing Archimedes Junior's features with a small, soft brush, the dove cooing happily. "Thank you, but nein," Medic said. "Now, if you vere to invent a sonic SCALPEL..."

The Doctor cringed. "Forgive me, but the thought of you with an edged weapon terrifies me for some reason," he said.

"It's nice to meet people zat understand you immediately," Medic said, smiling warmly.

Twilight and the Doctor both grimaced. "Fun roommate you have," the Doctor said to Twilight.

"I try not to think too hard about most of what he says," Twilight admitted. She turned, noticing Rarity for the first time. "Oh, hello Rarity! What can I do for you today?"

Rarity frowned. "Have you seen Spy at all today? Zecora and I have both been looking for him," she asked.

Twilight shook her head. "No... No, I don't think so," she said.

Medic snorted. "He probably found somezing interesting to stalk and is following it around until he learns all about it," he said.

"Well..." Rarity said. "There's more. Soldier was acting slightly out of character. According to Pyro, he made the wrong comment about Spy's absence. Plus Derpy apparently ate something she normally detests earlier. Doctor, you were there when that happened."

The Doctor frowned. "Yes... Yes I was..." he said, stroking his chin with his hoof.

Medic looked suddenly uneasy. Old battlefield instincts were flaring. "Both Derpy and Soldier vere acting off you say? Enough to ze point zat Pyro noticed it?"

Rarity nodded. "Apparently," she said.

"Odd.." Medic said, worried.

"And Spy's missing too?" Twilight asked, frowning when Rarity nodded. The three geniuses all had thoughtful looks on their faces.

Which they were all promptly startled out of when Sparkler came up behind them, smiling.

"Hello!" she said.

"GAH!" the four of them said, jumping back with a start.

Sparkler giggled. "Sorry about that, didn't mean to sneak up on you."

"It's quite all right," Twilight said. "What's up?"

"I was wondering if I could bring some of the foals from the Big Brothers/Big Sisters program over to the library later today?" she asked.

Twilight nodded. "The fall reading program, right?" she asked. Sparkler nodded, and Twilight grinned. "No problem. Everything will be set up soon."

Sparkler grinned. "Okay. Thanks Twilight," she said. "Good seeing you, Doctor!" She calmly trotted off.

The Doctor frowned once she was out of earshot. "Okay, now I am certain something is wrong," he said.

"Vhat do you mean?" Medic asked.

"Due to... a... rather regrettable incident involving her mother that was my fault entirely," the Doctor said hesitantly, looking visibly ashamed, "Sparkler despises me. She hates me intensely. Just now, she barely reacted to me, seemed pleased to see me."

Rarity gasped softly, the implications sinking in. "Changelings?"

Twilight nodded. "It has to be," she said. "Derpy, Soldier, Sparkler... and probably Dinky as well. Spy going missing probably means that Chrysalis has made her move and taken control of him."

"He vas complaining of headaches yesterday," Medic muttered. "Nevertheless, I must gazzer ze ozzers und take ze fight to Chrysalis."

"We'll get to her," Twilight said. "I have a plan, I just need to..."

"Fraulein, you do not understand," Medic said in a cold, steady tone that nevertheless conveyed a frightening amount of anger. "Two of mein teammates, mein FREUNDS, has been taken. Bad enough if just vun, but Chrysalis has shown that she obviously vants to die in ze most horrible manner I can think of. And believe me, I am VERY creative."

"What are you saying?" Twilight said, standing in Medic's way.

"I am saying, Tvilight Sparkle, zat BLU is going to var, und throwing ze Geneva Convention out of ze window," Medic said in that same cold, furious tone. "No vun may harm our comrades vhile anozzer of us still draws breath. Not vithout facing ze wrath of God from ze rest of us. Und nothing vill stop us from doing so. So it's your choice, fraulein. Ve either go around you, or go through you. And I do not speak metaphorically."

Twilight looked into Medic's eyes and, to her dismay, saw that he was not speaking facetiously. "Do you even know where the changeling hive is?" she said, not breaking his gaze.

Medic hesitated, and sighed, clearly irritated, but willing to hear her out.

Twilight shook her head. "I have a plan to deal with Chrysalis, but I need time to set it up. For now, inform the others and tell them to meet us in the library after closing time."

"But what about the changelings in town?" Rarity insisted.

"Avoid them if you can, but don't be blatant about it," Twilight said. "Act like nothing's wrong, and tell them that we need to speak with them all later this evening."

"Anything I can do to help?" the Doctor said. "That doesn't involve violence, hopefully..."

Twilight smiled. "You were actually part of my plan from the get go, Doctor," she said. "I just need to talk to my brother and the other captains, and it will be all set."

"Vhat do ve do until zhen?" Medic insisted. "Every minute ve delay is a anozzer minute our comrades are in danger!"

"We'll be ready to move by tonight," Twilight said. "For now, just inform the others and act normally. I'll take care of this."

Medic snarled.

"Trust me," Twilight said, gently taking Medic's face in her hoof. "Please..."

Medic frowned, visibly uneasy... and nodded. "I am trusting you, Fraulein. Know zat zere vill be consequences should zat trust be betrayed." Medic said, storming away.

Rarity shivered. "How can you stand living with him?" she said. "I couldn't tolerate his... savagery..."

Twilight sighed. "It's... frustrating at times. I don't feel entirely comfortable leaving him alone with Spike..." she said. "But I know he's a good stallion."

"Even in the darkest of souls, there is a light," the Doctor said softly, remembering a Sontaran who had given his life for the child of one of his past companions.

Twilight nodded. "Let's get ready," she said, heading back in tell Spike what was going on.

Rarity sighed and bid the Doctor farewell, heading off to look for the others. As she left, she began to wonder, At what point did I go from being a fashion designer to a soldier?

The Doctor went to the dentist's office to inform Minuette of the situation. I should probably have her contact Jack over in Cloudsdale... We may not need the extra help yet, but better to keep something in reserve should the worst happen... He then immediately dismissed the thought of the worst happening. They'd get Soldier, Spy, Derpy, and her daughters back.

They had to.

He couldn't fail the girls again.

Medic, meanwhile, grumbled angrily, heading back to the hospital to check on some patients. Ponies got out of the snarling unicorn's way as he passed, parting like water as Medic walked through them.

"...Wait, so after the academy, you were accepted into the Wonderbolts?" said Sniper from above him, starting Medic out of his grumpy state.

Rainbow Dash nodded. "Well, sort of. I was accepted into the reserve team, so it's not an official full time membership. I train with them and if someone can't make it to a show, I take their place. But it's my dream to make it to the main team, and fly with the best in Equestria! And I'm almost there, too!"

Sniper chuckled. "A fine dream, Dasher. And what about this Lightning Dust sheila you mentioned?"

Rainbow Dash smiled. "Ahh, she turned out okay. Turns out getting stripped of leadership in the Academy class was just the shock she needed to straighten out. She stopped taking stupid risks after that and actually started helping her teammates." A thoughtful look crossed Rainbow Dash's face. "You know, I think that was my own problem at first. I kept trying to be impressive SOLO. The Wonderbolts are team fliers."

Sniper nodded. "Always a good thing to recognize your own faults. That way you can work through them."

"Speaking of faults," Medic said, catching their attention, "ve have a problem." He quickly explained the situation.

Sniper cursed angrily. "Bloody bogun... I'll pop one right in Chrysalis's bloody eye if she's hurt either of me mates..."

Rainbow Dash looked in Medic's general direction. "Do you think they'll be all right?"

Medic shook his head. "I don't know. Frau Tvilight just said she had a plan and to meet after ze library closes."

"We'll be there," Sniper said.

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Later...

Across town...

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Twilight Sparkle entered the hotel where Barricade, Harbinger, Princess Cadence, and her brother were staying. The security guard at the door was a Canterlot native and had been rescued by her during the Changeling mess, so he was more than willing to let her in.

She went up to the room she knew her brother and Cadence were staying in, and knocked on the door.

A few minutes later, there was a worried sounding, "Can you come back later? We're having a bit of a problem here."

"Shiny? It's me, Twilight," the lavender unicorn said. "Can I talk to you and the other captains a second? It's important."

"Twily?" said Shining Armor, audibly startled. There was some hesitant conversation, Shining Armor briefly going back in the room to talk to Cadence before coming back and letting her in. "Sorry. We're having our own problems right now..."

Twilight entered the room, and gasped, seeing a rather weary Cadence laying there, smiling weakly at her. Both of her eyes had turned a corrupted green, and the fur around her eyes had gone from pink to bloody red.

"Oh no!" Twilight said, rushing to her side. "What happened?" She began examining Cadence, trying to determine what might have caused this.

Cadence shook her head, sighing. "I don't know. There was a potent magical flareup last night, and whatever it was, it aggravated my condition." She gestured absently to the books around her. "We've been trying to find a way to cure the corruption, or at least keep it from spreading further."

Well, that explains why I felt those sudden rushes of wind this morning, Twilight thought absently. Harbinger was getting research material. Twilight hugged her. "Please be okay," she said softly.

"I will," Cadence said, chuckling gently. "I'm a tough old alicorn."

"'Old being a relative term,'" Shining Armor said, smirking. "To me, she'll always be young and gorgeous."

Twilight groaned softly. Cadence giggled. "You're brother's quite the flirt, isn't he?"

"Your husband needs to learn better timing," Twilight muttered.

Shining Armor smirked. "So what did you want to talk about, Twily?"

"It's Queen Chrysalis," Twilight said. Cadence went wide-eyed and Shining Armor scowled in anger. Twilight nodded. "She's kidnapped Soldier, Derpy Hooves, and her daughters."

"The Elements of Love," Shining Armor muttered. "Of course she'd go after them..."

"We also think he may have taken control of Spy via his half-Changeling heritage. He's been missing since last night," Twilight added.

"Her again," Cadence growled. "Well, if nothing else, it'll give me an excuse to get some more payback for brainwashing Shining Armor..."

"I have an overall plan," she said. "Get the Captains and have them meet us, the BLUs, and the Doctor at the library after closing." She then detailed what she wanted them to do in their part of the plan.

"All right, Twilight," Cadence said. "We'll trust you on this."

Shining Armor, for his part, looked doubtful. "The Doctor is involved?" he said.

Cadence and Twilight both gave him worried looks. "Yes..." Twilight said hesitantly.

Shining Armor frowned. "...Did he tell you how he came to this reality?"

Twilight frowned. "I only know what I've heard from Spy... Honestly, I didn't even know of his adventures until he became involved with us," she said. "Spy told me he said that a wave of darkness brought him here."

Shining Armor stroked his chin. "...Well," he said. "Nevermind. He has done a lot for Equestria, all while refusing reward or even acknowledgment of any kind. I guess he'll be useful on this."

"But you think there's something else..." Cadence said, knowing Shining Armor all too well.

"Shiny, please tell us. If there's a danger, I have to know. I don't want any of my friends or family to get hurt," Twilight said.

Shining Armor hesitated for a moment, and briefly explained what he witnessed of the Doctor's arrival in Equestria.

"...And that's why Barricade, Harbinger, and I don't fully trust the Doctor," Shining Armor finished.

Twilight shivered. "Reminds me way too much of how Masky Pegasus got me earlier..."

"LaurFaustia save us..." Cadence said softly.

Shining Armor sighed. "The problem is that we may need him. Chrysalis is a tricky opponent, and more clever than she seems. Not to downplay what we did, but it was really dumb luck that we were able to manage a love blast powerful enough to send her flying like that..."

"My plan will work," Twilight said. "I've thought about this ever since the wedding and I finally have the resources for it."

Shining Armor smirked. "Well look at you," he said gently. "All grown up now and strategizing rescue missions..."

Twilight blushed, smiling. "C'mon, Shiny..."

Cadence nuzzled her affectionately. "You're cute when you blush," she said. "Go. We'll make sure the other captains are ready."

Twilight nodded, and headed out. She calmly went over the details of her plan to attack the changeling hive in her head, trying not to think about the fact that she was basically planning a military action...

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Later that afternoon...

The library...

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The BLUs and the Elements all gathered inside Twilight's library, taking various comfortable positions. The Doctor and Engineer stood off to one side, fiddling with the sonic screwdriver. The BLUs kept their unease off their faces, but the Equestrian natives were having a bit more trouble. They had congregated around their Dark Elemental counterpart, trying not to look at Soldier, Derpy, Dinky, and Sparkler, who were sitting together like a family, Dinky reading a book Sparkler had picked off of the shelves for her.

"Any particular reason you called us here?" Pyro asked, reciting the lines Engineer had come up for her earlier.

"Yes, actually," Engineer said. "The Doctor wanted to get your opinions on this device of his. He's already planning to make one for Twilight and I, but we want to see if anyone else is interested in it."

Rainbow Dash frowned. "Wait, what device?"

The Doctor smiled. "A sonic screwdriver!" he said. "An old adventuring tool of mine. Lots of purposes it has. Opening locked doors, starting and powering down devices..."

"Buzzing innocent mares across the flank," Rarity teased.

The Doctor blushed, ignoring the confused look Twilight gave him and the snickers from Scout, Pinkie Pie and Rainbow Dash. He coughed, and continued. "Anyway, this is a wonderful little multipurpose tool that's been a boon to me. I lost it during one adventure a while back, but I never had the will to make a new one until recently." He pressed a button, the green light on the device glowing briefly, a buzz filling the air. Rainbow Dash winced at the sound, her ears more sensitive than the others.

"Seriously?" Spike said as he lounged up against Twilight. "A screwdriver? I mean, who takes a screwdriver and devices 'hey, let's add a sonic gizmo to it?'"

"I do," the Doctor pouted.

"It's really a fascinating device," Twilight said, smiling.

"Don't knock it, Spike," Derpy said, smiling and nodding at the Doctor. "That little contraption's saved our lives more times than I can remember."

The Doctor nodded. "Thank you, Derpy my dear. And indeed, my lovely little screwdriver is quite the useful tool. Thanks to Twilight and Engineer, I was even able to add a new setting."

"Really?" Derpy asked. "What's that?"

"A way of flushing changelings out of hiding," the Doctor said, pressing a button on his sonic screwdriver. The tip opened, the green light flaring.

And almost immediately Soldier, Derpy, Sparkler, and Dinky began to writhe in pain. Before the shocked eyes of the gathered ponies, all four of them began to change, their features becoming more insectile as they reverted to their true forms.

The Soldier-Changeling, the physically largest of the four, snarled. "How did you know?"

Pyro grinned savagely. "You got details wrong. No infiltrator escapes from my eyes," she said, a fiery aura forming around her. "Or my flames..."

The four changelings looked around, the BLUs already up and stalking towards them.

"Yuir gonna pay for kidnapping me best mate, laddie," Demoman snarled.

"Cough up the spook, Soldier, Derpy and her family and MAYBE we won't give you to Medic," Engineer growled.

"Und yes," Medic said, giggling madly, "zat is a very bad thing."

The Derpy-Changeling smiled cruelly. "You'll never find them," she hissed. "They are food for our queen. As she feeds, we all grow stronger. And we are already mighty from her feedings."

The Dinky-Changeling let out a powerful sonic shriek, one that deafened the BLUs and the Elements, leaving them staggering. They bolted out the door, only to run head on into Barricade, the massive pegasus forming a very effective wall.

"Good evening!" she chirped. "We're holding a survey on behalf of Canterlot Gardens resort! Do you like your beatings performed with the forehooves or the backhooves?"

"Backhooves," the Sparkler-Changeling said. The other three stared at her incredulously. She blinked. "Wasn't I supposed to answer?"

"Idiot..." the Dinky-Changeling muttered.

"Backhooves it is, then," Barricade said, turning around, her movement like the shifting of the earth in an earthquake. She lashed out with a powerful back hoof, sending the Soldier-Changeling flying back into the house and knocking him out in one hit.

The Derpy-Changeling tried to flee, but was immediately caught in an indigo tornado, pummeled mercilessly by Harbinger until she fell unconscious. "Pathetic," Harbinger muttered, dusting off his coat.

The Dinky-Changeling tried to use her sonic shriek again, but found herself encased in an unbreakable magical bubble from Shining Armor. She tried to shatter it, but Shining Armor's mental grip held, the captain simply shifting the inside of the shell's surface so that the sound just reverberated back onto the changeling, pummeling her with her own soundwaves until she fell unconscious.

"Not bad," Heavy rumbled as he came out to observe the beatdown.

The Sparkler-Changeling hesitated, looking back and forth warily between the three captains. She backed away, only to find herself bumping into Princess Cadence.

"You! I remember you," the Sparkler-Changeling said. "My queen impersonated you."

"That she did," Cadence said, her horn glowing as her love magic washed over the changeling's body. The changeling found herself confused, feeling love rather than feeding on it for the first time in her life. She blushed as Cadence calmly took one of the changeling's rotted, hole-filled hooves in her own.

"Your queen did me a great favor that day," Cadence said, her voice echoing softly as she worked her enchantment on the weak-willed changeling. "She taught me to appreciate my Shining Armor even more."

"The Queen is always helping people, my lady," the Sparkler-Changeling said, blushing and smiling. This feeling... it was so wonderful...

"I'd like to know where she is," Cadence said, smiling warmly. "I want to give her a kindness in return."

"You want to know where the hive is..." the Sparkler-Changeling said dreamily.

"That would be very nice," Cadence said. "If you want this good feeling to continue, I can..."

Before Cadence could finish, the Soldier-Changeling charged forward, having recovered from Barricade's kick, and broke the Sparkler-Changeling's neck, killing her instantly. Demoman and Pyro immediately tackled it to the ground, the Soldier-Changeling cackling.

"Go ahead and try your enchantress tricks on me!" the Soldier-Changeling roared. "You'll never get me to talk!"

Demoman looked into the eyes of the Soldier-Changeling, and frowned. "He's right. If nothing else, he's got Solly's willpower," the demolitionist said, scowling at the creature.

"Pfah!" Medic said. "Like hell he does. Ve are vasting time. Give him to me, I vill get him to talk."

The other BLUs froze, looking visibly uneasy The Equestrian natives and the Doctor all took immediate note of this, casting worried glances towards Medic, who had an almost manic grin on his face .

"...JUST talk," Sniper insisted.

Medic rolled his eyes. "Yes, yes, just talk. I do not have ze time to have proper fun vith ze creature," he said.

The Soldier-Changeling sneered. "You're a doctor. A healer. What can you do to me?"

"Famous last words," Pyro muttered.

The Captains traded uneasy looks, before Harbinger nodded. "Very well..."

After securing the changelings, using magic blocking clamps Shining Armor had with him to keep them from transforming, they locked them in the room Medic was using as a bedroom. Medic smirked, and nodded to everyone, heading inside and locking the door behind them.

Scout shivered. "Ten bits says they give up once he gets to the melon baller."

Fluttershy blinked. "Melon baller?"

Sniper shook his head. "They'll never make it past the bonesaw..."

Rarity frowned. "Wait, what are you talking about?"

Engineer sighed. ".Medic's interrogations, when he's limited like this, tend to consist of him asking the questions he wants answers for... and then going into intricate detail of what he can do to a body with certain instruments. He always starts with his favorites, usually in the order I'm about to say, the scalpel and bonesaw, and then goes into syringes, his favorite chemicals, a melon baller, an ice cream scoop, a hot water bottle, a tazer, three bananas, a canister of chili powder, a walnut cracker, a power drill... No one's lasted past the power drill so far."

Fluttershy whimpered, hiding behind her mother, who had a mildly squeamish look on her face. The Doctor just looked disapproving.

"...And now I'm starting to imagine what he might be talking about," Applejack muttered. "Great. So much for sleeping tonight..."

"Sorry," Engineer said, wincing.

Medic came out fifteen minutes later, looking annoyed. The others peered into the room, seeing the Soldier-Changeling shivering in fright and curled into a fetal position. "Coward," Medic muttered. "Didn't even get zrough HALF of what I could do to him vith a bonesaw."

Sniper just smirked at Scout, who snorted irritably.

"Did you get the answers we needed?" Barricade asked.

"Ja, ze wimp gave up ze location," Medic said. "He also claimed zat Soldier, Derpy, und her family vould be all right for now, as zey would just be cocooned for feeding."

"We need to be careful," Shining Armor said. "After feeding on my love for Cadence, Chrysalis was strong enough to defeat Celestia. Granted, she was holding back at the time, but even half-powered Celestia is still powerful."

Heavy blinked. "Wait, sun princess was holding back? Why?"

"She commands the sun, big guy," Barricade said, smirking. "Imagine what would happen in a crowded room full of people if she REALLY cut loose."

Heavy did, and he whistled, visibly impressed at the mental image.

Harbinger frowned. "Enough chatter," he said. "Let's get moving. We have innocents to save."

The Doctor nodded. "I've already got a friend of mine, Minuette, coming over to guard them until the guard get here to take them away," he said.

"We'll move out once she's here," Twilight said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Later...

Just outside the Changeling Hive...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Mercenaries, Elements of Harmony, a time-traveler, and three powerful royal guardsponies gathered just on the outskirts of the cavern that led to the hive where Soldier, Derpy, and her children were being held prisoner. Just outside the cave, two changelings, larger than any they had encountered before, sat just outside, hissing softly as they scanned the area.

Twilight nodded. "All right," she said. "Here's the plan. First, we need a distraction. Pyro, that's your job."

Pyro blinked. "Me? Why me?"

"I've thought about this very carefully. They'd know Pinkie through Chrysalis, and if I sent her, they'd call a warning," Twilight said. "I just need you to draw their attention long enough for Zecora to knock them out with a sleeping spell."

Pyro blinked, and shrugged. "Okay," she said, happily trotting out of the brush and into full view of the hulking changelings.

"YOU!" one of the changeling guards bellowed. "Little food! What are you doing here!?"

"Distracting you," Pyro said, setting both guards on fire. Both changelings hissed and roared in agony, flying off to find a river to put themselves out in.

Everyone just stared, save for the BLUs, who were trying to stifle their giggles.

Zecora coughed. "A good plan it was, for you to bring, but you really should have seen this coming," she intoned.

"I am a good distraction!" Pyro cheered, wagging her tail puppyishly.

Twilight sighed. "Well, that saves a step at least," she muttered. "Trixie, cast an illusion to make us appear to be changelings."

Trixie nodded. "Do want us to keep some features or look like the drones?" she asked.

"Let's go for the droness," Twilight said, "so as not to be conspicuous."

"We already know we don't have to worry about size discrepancies," Barricade jokes as she watched the smoke trail the two burning guards left.

Trixie's horn flared, and a light engulfed them all. Once it faded, everypony there suddenly found themselves with the appearance of a changeling.

"This is so weird," Applejack said, looking herself over, specifically at the holes in her legs. "Ah know the holes aren't there, but ah can still feel the wind blowin' through them."

"My illusions are PERFECT," Trixie said, smirking. "Trixie does not make mistakes when she is doing a show."

"Brag after we win," Twilight said. "We still have ponies to rescue, and a Queen to smack the crown off of."

Medic was surprised at the vehemence in her voice. "Are you all right, Fraulein?"

"Chrysalis hurt my brother, and she kidnapped my friends," Twilight said, scowling. "I won't deny that I'm getting some personal satisfaction out of this."

"Keep it professional, sheila," Sniper said. "I want to make Chryssy hurt for nabbing Solly and the spook, but the rescue has to be the priority."

"We get inside and we split up," Twilight said. "Rainbow Dash, stay with Sniper. Find the main chamber with Chrysalis in it and take positions at key points and be ready to destroy them to cut her off from help. I've already got a teleport spell to get us out of there once everypony is safe. Rely on Engineer and Demoman to tell you where. Blend in and make sure no one notices you. Doctor? You go directly to Chrysalis and keep her attention until we seal her off from her changeling horde. Trixie will drop the illusion around you when you get close enough. Priority one is getting Soldier, Derpy, and the kids out of the feeding cocoons and freeing Spy from her control. Rarity, Fluttershy, you think you can handle that?"

"Of course, Twilight," Fluttershy said. She was scared beyond belief, visibly shaking, but she wasn't about to let her friends down.

"You can rely on me," Rarity said, nodding.

Twilight nodded. "All right," she said. "We'll also have to find a way to get Spy down so I can cast a memory spell on him. It should break the mind control, but if it doesn't, I have a few other ideas."

"Save your magic for Chrysalis, Twilight," Sniper said. "I have an idea on how to shock Spy out of her control."

Twilight stared at him. "You sure?"

Sniper nodded. "This is guaranteed to work," he said. "I just need to find something in there."

Twilight frowned. "All right, I'll take your word for it. As for the rest of it, once Chrysalis is sealed off, those of us who have fusions will fuse and we'll all beat the living daylights out of her from all sides. Let HER be the one to feel overwhelmed for once!"

"Ruthless. Efficient. Brutal," Barricade said. "I like it."

"Let's hurry," Harbinger said. "I think I hear the guards coming back."

The ersatz group of rescuers ran inside the cave just as the guards, dripping wet and badly burned, came back and began looking around angrily. They didn't see any intruders, and didn't have the intelligence to think about warning the changelings inside of what they saw, so they went back to their duties.

They went inside, each splitting off into groups of two as they made their way through the catacombs.

Rainbow Dash nervously held onto Sniper's tail with her mouth, the smell of the hive, like rotting, moldy wood, filling her nostrils. "What are we looking for?" she said, the audio part of the illusion making her voice come out as a changeling's hissing rasp.

Sniper was silently grateful she couldn't see him blushing. "I just need to find the kitchens," Sniper said. "Or something like a kitchen. A storage cupboard would do just as well."

Rainbow Dash frowned. "...A kitchen? Seriously?"

"People are bound to watch for these bloody things," Sniper said as he maneuvered his way through the tunnels, staying away from crowds to avoid letting the real changelings know he was leading a blind mare through. "That means they won't always get a chance to feed on someone. Means they gotta have another source of food around here... ah..." He sniffed the air, catching a whiff of something that didn't smell like rot or changeling. He turned down a tunnel and followed it, Rainbow Dash running along behind him.

He grinned when he found what he wanted. "Perfect," he said. "This'll shock Spy right out of Chryssy's mind control."

"What are you doing?" Rainbow Dash asked, confused.

Sniper blushed a little, and explained.

Rainbow Dash's jaw dropped. "You've GOT to be kidding me."

Elsewhere in the caverns, Applejack and Demoman were making their way towards the center.

"So far so good," Applejack said softly, rubbing her head. "Ah cain't believe nopony's noticed me wearin' mah stetson..."

"So long as we dinnae give them a reason to look at us, lassie," Demoman said, "Then I dinnae think we have to worry about it."

"Yeah, well, ah just hope we don't run into anythang," she muttered. "We've got to be the two worst actors on our teams."

Demoman paused, and removed something from the saddlebags he wore in. He set it up near a massive pillar, disguising it with some of the nearby rocks.

"What's that, Tavish?" she asked.

Demoman grinned ferally. "A little party favor for Chrysalis, te make sure she has something else te think about other than following us once we get out of here."

"Do I want to know?" Applejack asked, already knowing the answer.

"Probably not," Demoman admitted.

"Hnh," Applejack muttered. "Let's move on, then."

Elsewhere, Heavy and Fluttershy were moving in a tunnel opposite Engineer and Rarity. Halfway through one tunnel, Fluttershy fell to her knees, shivering and whimpering.

"I can't..." she said. "I can't do this..."

"Tiny flutter pony, what is wrong?" Heavy rumbled, coming up to her.

She shook her head fiercely. "I... I'm not my mother! Defending myself is one thing, but we're directly attacking! The changelings, they beat us before! And then when they kidnapped the Crusaders, they gave them back without a fight! I... This is too much... I won't be any good here!" Fluttershy cried.

Heavy just smiled. He lifted her chin up with a hoof, and said, "Little flutter pony. You are stronger than you know. You have heart of dragon inside you, and it will come out when it counts."

Fluttershy shook her head. "You've said that before... But I don't think it's true... Sometimes I can't even stand up to Angel Bunny..."

Heavy grinned. "Because you are kind," he said. "Sometimes too kind, but that is just my opinion. It takes more strength than you know to be so kind all of the time."

Fluttershy blinked. "Strength... to be kind?" she said softly, having never considered that before.

Heavy nodded, gently stroking her mane. "You are strong, Fluttershy. Your mother's strength is in you, as is your father's gentleness. I know this to be true. Now come, and we will crush tiny baby changelings and rescue our friends."

Fluttershy smiled warmly, consoled by Heavy's words. Shivering, she pushed herself upright and resolved to continue. She was still scared out of her mind... but for some reason, she felt she could work through it now.

"C'mon," Engineer said, waving to them from just ahead. "Ah found the main chamber, but there's somethin' weird..."

Heavy and Fluttershy went up to join Engineer and Rarity, peering with them into the throne room of Queen Chrysalis. Behind her, encased tightly in glowing green cocoons and curled up in fetal positions, were Soldier, Derpy, Sparkler, and Dinky.

And sitting next to her, resting with its head on its hooves and looking amused despite the fact that it had no face, was a tall, slender pony with a white coat clad in a black suit-coat. Its cutie mark was a disturbing-looking circle with a scratchy 'X' through it.

Queen Chrysalis seemed visibly tense around the creature. "While I am grateful you decided to assist me, what I want to know is why? Why aid me in kidnapping the Elements of Love and their relations?"

The slender pony said nothing, calmly resting its head on its hooves.

Fluttershy shivered. "What is that thing?" she whispered. "It feels so... WRONG..."

Engineer shook his head. "Ah dunno..." he said, scanning the room. "For now, let's just stick to Twilight's plan." He turned to Heavy and quickly pointed out vulnerable points that could be collapsed.

Queen Chrysalis, meanwhile, paid them no heed, keeping her focus on the disturbing creature in the room with her. "Damn it, Slendermane, answer me!" she snarled. "The Children of Krastos never do anything without wanting something in return!"

Slendermane said nothing, it just shifted positions, looking away from her, towards a single changeling moving towards her.

Chrysalis frowned. "Drone! You were not summoned! Return to your duties!"

"Oh, now, Chryssy," said a voice that send a wave of disgust through the Changeling Queen, "Is that any way to treat an old friend like me?"

The changeling flickered, changing into a form Chrysalis knew. She gagged. "As if I didn't have enough problems today."

"Yes, you seem to have a knack for acquiring problems, don't you Cheese-Legs?" the Doctor teased as his illusion faded.

Chrysalis scowled. "Get out of here," she said. "I have neither the time nor the patience to deal with you. I've finally found the perfect source of food and I'm too nervous to feed for more than a few seconds..."

"Oh gee, I wonder why?" the Doctor said. "Could it be the fact that you KNEW you'd be making me mad by kidnapping one of my companions? There IS a bit of history of that being a terrible idea."

Chryaslis narrowed her eyes. "Yes, I know," she said softly. "I remember what you did to the Smiledogs."

The Doctor sneered at her. "And yet you captured them anyway," he said, shaking his head. "Tsk, tsk, Cheese-legs. You never learn."

"You are in my kingdom," Chrysalis said. "Surrounded by my people."

The Doctor quickly glanced around, seeing the others moving into position at Engineer and Demoman's direction. "I've had worse odds, Chryssy. I'm really not impressed by numbers at all."

Chrysalis smirked. "Maybe not," she said. "But while I was nervous about feeding, I have fed. And I am strong enough to annihilate you with a thought."

"Oh, I have no doubt about that," the Doctor said casually. "It's the whole 'nervous to feed' part that's bothering me. Last time we met, you gave me the impression that you were something of a glutton for love."

"Would you have me starve?" Chrysalis snarled. "Would you have my people starve?"

"There's always a better way," the Doctor insisted. "I would have found something for you and your people. But still... you never were nervous about feeding before. I'm wondering if it has something to do with your friend here." The Doctor sauntered over to Slendermane, looking him over.

Slendermane regarded the Doctor coolly as he looked him over, pacing around the creature. Chrysalis did nothing to intervene, hoping that Slendermane would swat the Doctor for her.

"My my, you are a beauty," the Doctor said, smirking as he finished his circuit around Slendermane, who didn't bother getting up. "Definitely a creature of magic. But what type? I've never seen your like before." He stroked his chin thoughtfully. "What's your name, then?"

"It is called Slendermane," Chrysalis said. "It is a Child of Krastos. So be wary, for its purposes are its own."

"Aren't everypony's?" the Doctor said reasonably. He looked over Slendermane, who just stared back at him, seemingly bored. "It would help if you did something," the Doctor added, almost peevishly.

Slendermane looked away from the Doctor, positioning its head as if it were going to sleep.

The Doctor pouted. Chrysalis chuckled. "Maybe you should poke it with a stick, see if it reacts," she teased.

"I tried that once with another creature," the Doctor admitted. "Took me over an hour to get out of that monster's digestive tract. It wasn't out the mouth either. NASTY business."

"You have an uncanny knack for getting in trouble, Doctor," Chrysalis said, smirking.

"Quite so, quite so," the Doctor admitted. He glanced quickly past Chrysalis, seeing Engineer and Rarity using their horns like magical torches to cut Soldier, Derpy, Dinky, and Sparkler out of their cocoons. Chrysalis just sneered at him, unaware of what was happening.

"Well, this has been entertaining and all," Chrysalis said. "But tell me, what's to stop me from just adding you to my collection? The love you feel for your companions is strong, and will be just as sweet as my precious Elements of Love."

"Several things," the Doctor said, staring right into the Changeling Queen's eyes and grinning. "One, you've made the same mistake so many have made and hurt someone I care for. I will NOT allow that, so that puts you right in my path."

Behind Chrysalis, Soldier and the others had been freed and were rapidly recovering from their imprisonment.

"Two," the Doctor continued. "You seem to have allied yourself something you don't understand and are afraid of. That will work against you."

"The Slendermane is not my ally," Chrysalis snarled. "It just showed up and decided to help when I claimed my servant and my prey."

The Doctor smirked. "Three, I'm not the only one you've annoyed with your actions. The mercenaries one of your 'meals' and your servant are friends with are out for your blood."

"They don't even know where I am," Chrysalis scoffed. She briefly glanced behind him, seeing Spy decloaking and moving in to kill the Doctor, who hadn't noticed him yet.

"The fourth mistake you've made, and the most crucial one, is that you've done something you should never do," the Doctor said.

Chrysalis just grinned lazily. "Really? And what's that?" she said, Spy raising his knife for the backstab...

"JARATE!" cried a voice from just outside the chamber. A jar filled with a small amount of yellow liquid came out and struck Spy in the face. The jar shattered, covering his face in the foul-smelling yellow liquid.

Spy froze, an expression of revulsion locked on his face as he slowly realized what just happened. His trance broken, he reverted to his pegasus form, slowly opening his mouth and letting out a scream of pure disgust and rage, Chrysalis looking on in confusion.

A jar of piss, the Doctor thought in amusement. A surprisingly effective battle tactic. He giggled, and finished his thought. "Your fourth mistake: NEVER LET ME TALK."

"NOW!" shouted Twilight.

Explosions and powerful magical blasts rocked the chamber as the ponies attacked, collapsing the entrances into the mane throne room. Trixie retracted her illusions, revealing to a stunned Chrysalis that she was now surrounded by the Elements of Harmony, the BLU team, and the Captains of the Guard, including, to her shock, Shining Armor and Cadence.

"Remember us?" Shining Armor said, he and Cadence smirking down at her.

"Queen Chrysalis, Mistress of the Changeling Hive," Harbinger intoned. "You are hereby accused of terrorism against the throne of Equestria and with the kidnapping of an innocent family and an honored warrior. The time has come to face punishment for your actions."

"Well well well," Chrysalis snarled. "All the rats come out of hiding, eh?" She snickered. "No matter. It will make it all the easier for us..." She looked over to Slendermane, still in his curled up position, now with a word bubble-shaped sign embedded in the ground near him that said 'Zzz.' Chrysalis grimaced. "...for I to squash you like bugs."

"Guess again, maggot!" Soldier snarled, coughing a little. Chrysalis whirled and hissed at him as he shook some of the cocoon gel off of his body.

"You sure you're up for this?" Engineer asked him.

"This bitch kidnapped us," he snarled. "I'm not leaving without putting a few more holes in her."

"And I refuse to leave without retribution either," Spy said. "I have been possessed, attacked my teammate, and now I am COVERED IN PISS AND BROKEN GLASS. I am taking out all of it on you!"

Twilight grinned wickedly. "Time to pay for your crimes, Chrysalis!"

"I will not be bested by mere mortals! I may not have fed as much, but I still have fed enough to crush you all!"

"That's only if you hear us coming," the Doctor said, tapping a button on his sonic screwdriver. A powerful supersonic frequency erupted from it. Spy cringed, covering his ears at the sound, Chrysalis staggering and screaming as it affected her more powerfully. She tried to recover once the Doctor stopped the sound, but a burst of indigo powder from Zecora covered her. She fell down again, feeling her muscles relax.

"The indigo root of Rainbow Tulip for you. This sedative relaxes you through and through," Zecora teased.

"Fuse! NOW!" Twilight shouted.

The five teams who had fusions all nodded, fully united in their purpose. Five flashes of light filled the chamber, Slendermane actually looking up in surprise at this.

And FlutterHeavy, Scoutie Pie, Solderp, AppleDemo, and EngiRarity all stood ready to fight.

Chrysalis looked over the fusions and snarled. She blasted open several passageways and let out a shriek. A swarm of changelings poured in.

"You deal with her!" Harbinger shouted. "We'll deal with the swarm!"

Twilight frowned. "What about you? You'll be over..."

About a dozen changelings found themselves engulfed in a miniature tornado as Harbinger launched himself into the attack. Another dozen were swatted out of the air with a single strike from Barricade. Several more changelings found themselves trapped in forcefields and sent pinballing around the room, while Cadence enchanted more into fighting each other for her affections, her love magic overwhelming Chrysalis's control.

Chrysalis sneezed, trying to clear the last of Zecora's powder out of her system and get to her hooves, only for FlutterHeavy, Solderp, and AppleDemo to start firing on her, Element of Harmony charged bullets, rockets, and grenades pounding her into the floor. Scoutie Pie kept darting in and out, smacking her in the horn with a metal bat whenever she tried to mount a defense. EngiRarity, for her part, began setting up her equipment, starting with a Dispenser.

Medic and the Doctor discreetly moved Dinky and Sparkler to safety, keeping them out of the field of fire as Pyro, Trixie, and Twilight joined in the artillery barrage with their magic, Spy helping Scoutie Pie keep Chrysalis from using her magic.

"Is that... mommy?" Dinky said softly, staring at Solderp as she pulled out a trumpet, playing a note on it that caused a flag to unfurl from her backpack. Everyone's weapons began to glow, Chrysalis starting to be pushed into the ground from the sheer amount of firepower, especially after EngiRarity finished setting up her Sentry.

"Da, little one," Medic said. "Your mother und Soldier are teeming up to make the bad lady pay for kidnapping you."

"This way!" Zecora called out, Sniper and Rainbow Dash standing near her. The two healers brought the two young mares over to where Zecora had pulled out several recovery potions.

Dinky grinned at Solderp. "We have the coolest Mom in the world," she giggled.

The Doctor chuckled. "That you do," he said.

Sparkler frowned. "...Thank you for helping to rescue us," she said.

The Doctor hesitated, and started, "I..."

"I thanked you," Sparkler said. "And that's it. Just... don't talk to me." She sighed and went over to stand with Sniper and Rainbow Dash. The Doctor sighed wearily.

"Vhat ze hell did you do to her to make her so angry?" Medic queried, amused by the exchange.

"I made a mistake," the Doctor said softly. "One that justifies her hatred of me. Now let's just focus on the fight."

Fight, however, was the wrong term for it. Chrysalis had been taken completely off-guard, having had no experience with firearms before. Explosions, bullets, flames, and magical blasts rocked her form all angles, Scoutie Pie and Spy knocking her horn every time she tried to bring her magic to bear, canceling it out. Plus, Zecora's damn muscle relaxant was taking its own sweet time to wear off, making it difficult for her to stand even without the barrage pinning her down.

In the end, the amount of firepower directed at the changeling queen left a small crater where her throne used to be, Chrysalis laying limply inside of it, battered and bruised, scorch marks in several places on her body. EngiRarity raised a hand, and everyone stopped firing, slowly approaching her. The Captains and Cadence, having successfully neutralized the changelings that had tried to get in to help their mistress, joined them, along with the remaining members of the ersatz group of heroes that had won this day.

Chrysalis glared up at Twilight, who was smirking down at her. "I suppose this was your plan?" the changeling queen said, sneering. "How vicious of you."

"Not vicious, just Twilicious," Twilight said, kicking some dust in Chrysalis's face. "And don't you forget it."

"Twilicious?" Rainbow Dash said, groaning. "Seriously?" Twilight just blushed, grinning.

Harbinger snorted. "You have been defeated, Queen Chrysalis. Defeated definitively," he intoned. "The choice is yours. Surrender now, and we will let you live, although your hive will be placed under guard. Or you can continue to resist, and face execution."

"Um, first thing, we really don't have to execute her," the Doctor said insistently. "She's dangerous, yes, but just trying to feed her people."

"She feeds on our people," Barricade said, fixing her Glare on the Doctor. "I will not allow that."

The Doctor yipped, the force of the Glare making him take a step back. "Yes... ah... also, does this seem too easy to anyone?"

FlutterHeavy thumbed her nose, smirking. "Ha! Tiny baby Chrysalis is no match for Elements of BLU!" she rumbled, pulling a sandwich out of a lunchbox next to her shotgun ammo pouch and eating it happily.

Scoutie Pie snickered, popping open a can of Bonk! in celebration. "'Elements of BLU.' I like that," she said. "We should get that trademarked." She toasted AppleDemo, who was already having a drink from her scrumpy bottle.

EngiRarity chuckled. "Well, ah do know some good patent lawyers in Canterlot," she said.

Solderp frowned, thinking about the battle. "The Doctor's right... this IS too easy..."

Chrysalis staggered upright, although she was still unable to stand. She glared at Slendermane, who was still sitting there casually, watching them all. "You... You help me, and then just abandon me to these... rebellious snacks!? WHY!? Why did you even bother helping me in the first place if you were just going to stand there?"

BeCaUsE iT wAs FuNnY, said a chilling voice.

Rainbow Dash shivered, feeling a cold chill go up her spine. Scoutie Pie suddenly collapsed, clutching her knee. A worried look crossed her face as she recognized the Pinkie Sense trigger for something scary happening...

From the shadows beside Slendermane, Masky Unicorn emerged, chuckling, the fusions all aiming their weapons at it.

"What... What do you mean?! Explain yourself minion!" Chrysalis demanded.

tHe MaStEr FeLt LiKe CaUsInG sOmEoNe MiSeRy. YoU wErE cHoSeN oN a WhIm, Masky Unicorn said, chuckling. He KnEw ThAt HeLpInG yOu WoUlD lUrE tHe HeRoEs HeRe In A rAgE. tHeY pRoVeD tO bE wOnDeRfUl PaWns. Masky Unicorn turned to them and nodded. ThAnK yOu FoR pRoViDiNg MaStEr SuCh ExQuIsItE eNtErTaInMeNt.

"No..." Twilight said softly, a look of horror crossing her face as she understood the situation. "We... We were just being used... Chrysalis, all of us, just being used by this thing for its entertainment!"

"Damn you..." Chrysalis snarled. "This whole thing... was just a GAME to you!?"

PrEtTy MuCh, Masky Unicorn admitted.

Slendermane's shoulders began to bob up and down. It took everypony a moment to realize that the faceless creature was LAUGHING.

It WaS fUn, BuT oUr MaStEr HaS oThEr ThInGs To Do, Masky Unicorn said as Slendermane stood up. wE lEaVe YoU wItH tHe NeWeSt InCaRnAtIoN oF OuR gReAtEsT pRoXy.

The shadows seemed to wrap themselves around the two abominations, even swift Harbinger proving too slow to stop them. Twilight just stood there, cursing herself for not realizing something was wrong the moment she saw Slendermane decide not to react.

Chrysalis shuddered. "Damn you all..." she said, slumping over in the crater and casting her unconscious changelings a helpless look.

"Wait," Shining Armor said. "What did it mean by that last thing it said?"

And then Cadence began to scream.

"CADENCE?!" Shining Armor and Twilight shouted, rushing to her size.

"STAY AWAY!" Cadence bellowed, writhing in agony as she took to the air. "The corruption... it's spreadiiiaaAGGHH!"

Her every nerve felt like it was being burned in acid. Magical lighting crackled around her as she was transformed. The corrupted area around her face was getting worse, her horn taking on a blood red appearance and going into an unnatural, demonic curve. Her lovely pink fur became a bloody red, spreading down her body as if from a gash on her face, her mane and tail becoming a shadowy black, taking on an astral quality like Celestia and Luna's. Her feathers fell out as her wings shifted to becoming demonic bat wings. She thrashed about in agony.

"Celestia save me..." Shining Armor moaned, terror gripping his heart icily, both for himself and for Cadence. "You have to fight him, Cadence! You can't let King Sombra take over your mind!"

The Doctor shook his head, looking at the readings his sonic screwdriver were getting. "It's not a possession, Captain! It's something much worse!"

The magical lightning stopped, Cadence starting to fall. Shining Armor moved to catch her, but she managed to recover, flapping her wings and hovering in midair. A low, demonic chuckle, Cadence's voice overlaid with another, more sinister one, came from deep within the alicorn's throat.

"No..." Cadence said softly. "You do not understand, my love... Sombra is not a name... it is a TITLE..."

"W-WHAT!?" Shining Armor said.

Cadence grinned viciously. "A title given to the most powerful of Slendermane's proxies in Equestria. A title that I now JOYOUSLY ACCEPT!"

"No! Cadence, please, don't!" Twilight said.

"I AM QUEEN SOMBRA!" Cadence cackled, red lightning coming from her horn. "NIGHTMARE RULER OF THE CRYSTAL EMPIRE! And Equestria shall BOW before me!"

"Open fire!" Solderp ordered, the fusions all turning their weapons on her. Shining Armor tried to protest, but Barricade tackled him out of the way, Harbinger moving everyone else to safety as well, including the injured Queen Chrysalis.

The grenades, bullets, and rockets, however, seemed to have no effect on her.

"FOOLS!" Queen Sombra bellowed, a vicious grin on her face. "You are no match for a TRUE Nightmare!" She roared, tendrils of darkness erupting from her mouth and stabbing the fusions in the chest before they could dodge. Each one became engulfed by a horrible memory of their BLU component...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Soldier's memory

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"You're asking me to accept the fact that you're going off to kill people!" Solomon said.

"Damn it, that's not why I'm joining and you know it!" Lucas snarled.

"Isn't it? That's ALL armies are good for! That's all they do! They fight and they kill! You're going to train to become a FUCKING MURDERER!" Solomon roared, regretting the words even as he said them.

Both girls started crying as Lucas stared at him in shock. Karen glared at him disapprovingly.

"I..." Solomon started, looking to Karen for support.

Karen held up a hand, hushing him. "Just... go get some flour," she said, not looking in his direction as she tried to comfort her crying daughters.

Solomon sputtered for a moment, and sighed, storming away from the table. He arrived at the store, still fuming about the argument, slamming the door as he exited the car.

And then the attack began.

Japanese warplanes began strafing the base, attacking civilian and military buildings with reckless abandon. Solomon was thrown off his feet as a bomb landed near him, destroying the store. The blast nearly cracked his ribs, the force of it sending him bouncing off of a nearby car, landing back near his own.

He stared at the wreckage in shock, looking up as the Japanese fighters engaged their vicious assault. And as he did, one thought flashed through his mind.

"Karen..." he said softly. Ignoring the pain in his chest, he scrambled into his car and drove back to his house to try and evacuate his family.

Above him, a fighter was shot down by anti-aircraft fire. The pilot, determined to cause damage, turned his plane as best he could, aiming it at the first target he could see. He said a prayer to his gods and screamed a war cry.

Solomon drove up to his house. He got out and saw, to his relief, that his brother and wife were evacuating, bringing the two girls out to the other car.

And then the downed plane landed on their house.

Solomon was knocked back by the explosion, flying into the house across the street and slamming up against it. His brother, wife, and daughters were killed instantly, incinerated by the flames. They didn't even have time to scream as they were engulfed by the hellish blaze.

"KAREN! LUCAS! NNOOO!" Solomon screamed, running towards the house. Neighbors grabbed him, but he didn't notice them. Tears streamed down his face, burning hotter than the flames that had destroyed his family. He needed to be with them, needed to save them...

...and if he couldn't, he wanted to die with them...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Scout's memory...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Young Donny Brooks, eleven years old, wandered down the stairs, unable to sleep. He carried his third oldest brother's baseball glove in his hand, a plush doggy in another. He yawned, wondering if his mother could help get him to sleep with a story or maybe some cookies...

He loved his mom's cookies.

When he got downstairs, though, he heard someone yelling quietly. It sounded like his mother.

"Mommy?" Donny said softly, going into the living room, where he found his mother with a metal baseball bat in her hand, slowly backing away from a grinning, muscle-bound, hairy man in a rainbow-striped t-shirt. "Mommy?" Donny asked, coming into the room.

Andrea Brooks turned, startled, when she heard her youngest son's voice. "Donny? G-Go back upstairs, honey! This nice man and I were just playing a game!"

The rainbow-shirted man chuckled viciously, idly playing with the balisong knife he carried, flipping it open and shut. "Let him stay," he said, his voice carrying a light French-Canadian accent. "The kid has to learn about the birds and the bees sometime."

"You leave him out of this, do you hear me?" Andrea said, swinging the bat at him.

"Mommy, what's wrong?" Donny said, starting to come into the room.

"STAY BACK!" Andrea shouted at him, making Donny cry. His mommy had never shouted at him before.

The rainbow-shirted man took advantage of her looking away, and lashed out with the knife, slashing her hands and causing her to drop the bat. She gasped and tried to pick it up, but the rainbow-shirted man pinned her up against the wall, roughly pulling her dress down over her breasts and kissing her roughly.

"You leMMPH!" she said, her curse cut off as he roughly pressed his lips to hers, one hand pinning her arms behind her.

"You leave my mommy alone!" Donny shouted, grabbing at the man's leg and biting him.

"AGH!" the rainbow-shirted man snarled, roughly kicking him away. "Merde! Little brat! I'll gut you for that!"

"NO! PLEASE!" Andrea begged, tears streaming down her face. "Leave him alone, I'll... I'll do whatever you want, just don't hurt him!"

The rainbow-shirted man seemed pleased by this. "Now that's more like it," he said, cutting her bra off with the knife.

Donny, sobbing, knew he couldn't let the bad man hurt his mommy. He crawled over to the bat and picked it up, swinging it at the man's back as he was cutting his mother's clothes off. He swung it as hard as he could at the man's back, striking him just above the tailbone.

There was a satisfying crack as metal hit bone, the rainbow-shirted man staggering to his knees. "You little fuckwad! I'll..."

Donny swung the bat again, a home hit right to the side of the man's head, crushing his eye. He made a strangled gurgling sound and collapsed, Donny swinging the bat a third time, scoring a direct hit to the man's nose, killing him.

Donny, his pajamas covered in blood, started at the man, his rainbow shirt splattered with blood from his ruined face. He dropped the bat, a slow grin coming to his face as he began to cackle, a mad laugh that would stay with him for the rest of his life.

"Three strikes, you're out!" Donny taunted, laughing wildly, the laughter turning into sobs as his mother took him in her arms and hugged him tightly...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Demoman's memory...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Young Tavish DeGroot, aged fifteen, carried his first major explosive out to the Loch Ness, his parents following behind. He scratched the flesh around his wooden eye, shaking his head as he remembered when Merasmus stole his real eye.

No matter. If this worked, he'd not only be rid of his longtime nemesis, but he'd also be a step closer to getting revenge on Merasmus for his eye.

His parents, behind him, chatted nervously.

"We did want him to take up the family business," his father said hesitantly.

"Yes, but is he ready for it? Did he check the settings, the amount of powder he used? Is he taking all the safety precautions he needs te?" his mother asked.

"He'll be fine, Dollag," his father said softly. "We just need te supervise him on this one time to see if he's truly ready to join the DeGroot Demomen."

"I don't know," Dollag DeGroot said. "He's been obsessed with Nessie for years... especially after that damn wizard took his eye... Maybe we should contact his real pare..."

"Me real what?" Tavish asked, having been listening in.

Shaun and Dollag DeGroot traded hesitant looks, and then smiled. "Nothing, dear. Are ye ready te begin?" Dollag said, mentally crossing herself and praying.

"Aye, I am!" Tavish said, grinning brightly as he went to the edge of the loch, setting up the bomb against an old tree and rigging the device he was going to use to lure the Loch Ness Monster in. "This is gonna be the blast of a lifetime!"

"That's what worries me," Dollag muttered as they sat a safe distance back.

Tavish giggled to himself as he set up the bomb. He was SO glad he packed that extra gunpowder into it. There was NO WAY Nessie could survive this! They'd be dining on monster meat for sure tonight!

He rigged the bomb, and activated his lure. He looked out eagerly over the water, listening for the telltale signs of Nessie. And sure enough, the moan of a giant beast echoed through the night, a massive ripple of water heading towards the shore.

Tavish laughed, and rigged his bomb's timer, jumping behind the blast shield he had set up. Covering his ears, he counted down, his device exploding.

With too much force.

His blast shield was knocked over, pushed back several feet. Tavish scrambled out from underneath the shield and looked into the loch, cursing loudly as he saw and heard Nessie moving rapidly away from the shoreline.

"BLOODY BUGGERING HELL!" he snarled. After a moment of glaring, he just shook his head and laughed. "Well, maybe next time, then. Eh mum?"

No answer. Tavish frowned. "Mum? Dad?" he said softly, slowly turning around.

When he saw the corpses of his parents, torn to shreds by shrapnel from the tree the bomb had been near, he screamed...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Heavy's memory...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Seventeen year old Aleksi Borisovitch calmly watched as his friends roughhoused about. It was a quiet, peaceful day at the military camp. Snow was falling peacefully, and the winter birds were singing.

Aleksi chuckled. "It's a good day," he said, mainly to himself. He looked over to his friends, and was debating joining in the roughhousing. He knew that one of the boys was very vulnerable to armlocks, having no idea how to counter them. And then a bird, a small sparrow, landed on a post near him.

Aleksi smiled, listening to the bird sing.

"Tiny friend," Aleksi said, "You are far from home, are you not?"

The bird chirped happily, continuing to sing. Aleksi held out his hand, wanting to have the bird jump over to it...

...when a knife thrown by one of the other boys struck the bird in the chest, killing it instantly.

Aleksi, visibly shaken, watched the bird, who had been innocently singing, fall off of the post.

The boy who had thrown the knife, Yuri Sokolov, came over to retrieve it, yanking it out of the bird's corpse and tossing it aside. "Not a bad shot, eh, Aleksi?"

"You didn't have to kill it," Aleksi said.

"No," Yuri admitted. "But you have to admit, that was a good shot."

Aleksi stared at the bird, which had been so innocently singing before, and knelt down, digging a small grave for it.

Yuri stared at him in disgust. "You're digging a grave? For a bird?"

"The bird was not an enemy," Aleksi insisted. "You didn't have to kill an innocent."

"Oh for..." Yuri snarled. "Bah, I'm getting the commander."

Aleksi ignored him, saying a small prayer for the bird as he dug the grave. When he was finished, he found his commander standing there. Aleksi saluted him, the commander saluting back.

"...So this is where the bird was killed?" the commander said, stroking his long, heavy beard.

Aleksi nodded. "Yes sir," he said. "Yuri killed it for no reason. It was an innocent, and..."

The commander slapped him.

Aleksi clutched his face where he was slapped, staring at the commander in shock. "S-Sir? What..."

The commander slapped him again, harder this time. "Innocents die in war, Aleksi," he said. "And make no mistake, we are at war."

"With birds?!" Aleksi asked incredulously.

The commander punched him, sending him to the ground. He scowled, stepping on Aleksi's face, Aleksi struggling to free himself from his commander's grasp. "To care about such trivialities as an animal... Such weakness is unforgivable," the commander snarled. "However you are one of our best students, so I'll let it go just this once. If you show this weakness again, however, you and your entire family shall be shipped to the gulag."

Aleksi's eyes widened. WHAT?! Just because I showed a little sympathy!?

For the first time in his life, he felt the stirrings of hatred, a sick feeling that burned inside him.

The commander saw it in his eyes. "Good. That's a good look," he said approvingly, letting Aleksi stand up. "You keep that look from now on, and you may actually go somewhere. Ditch that soft attitude and you'll become a TRUE Soviet." He turned and walked away.

Aleksi clenched his fists, scowling at the foul man who just taught him a valuable lesson. "Da, comrade commander. I will never be thought of as soft again."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Engineer's memory...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

28 year old Dell Conagher stood outside a courtroom, a baby in a stroller nearby, holding a heated argument with a gloriously attractive woman with a flawless, perfectly slender, tanned, and toned body named Irene.

From the way they were at each other's throats, you'd never know that they were once husband and wife. Or, if you were the cynical sort, you'd guess that they used to be married right away.

"Why are you doing this, Irene?" Dell said, adjusting his overalls. Irene, by contrast, wore a form-fitting suit top and a skirt that left next to nothing to the imagination.

"You even have to ask?" Irene snarked angrily, her furious expression marring her otherwise lovely features.

Dell shook his head. "Yes, actually, ah do. Ah never understood why you were so angry with me. And now you're seeking custody of our daughter?! You didn't even want her!"

"That's not the POINT, Dell!" Irene snarled. "The point is you have to learn what it means to have ambition, and to be ruthless in that ambition!"

Dell shook his head. "Ah tried to give you love, give happiness..." he said softly.

"HAPPINESS?! If you were REALLY intent to make me happy, then you would have put those eleven degrees of yours to work and made LOTS OF MONEY FOR ME TO SPEND! Like selling your inventions to the military! Especially that Sentry Gun of yours. I know a hundred military contractors who'd pay top dollar for that!"

"Damn it Irene, ah told you ah'm not comfortable sellin' weapons to the military!" Dell snapped.

"Then WHY DID YOU INVENT A GUN IN THE FIRST PLACE!?" Irene snarled.

"Because it was the EASIEST TO MAKE, ALL RIGHT!?" Dell roared right back.

Baby Krista began crying, Dell immediately going over to comfort her, singing her back to sleep.

"Oh, let the brat cry," Irene said, folding her arms irritably.

Dell glared at her, focusing his attention on calming his daughter.

A court officer came up to them. "The results are in," he said, handing an envelope to Irene. "Mrs. Conagher, you've been rewarded full custody, with only limited visitation rights for the father."

Dell just stared, his jaw dropped open in shock. It was as if someone had just shot him, the pain in his heart like a burst of poison. The court officer, sensing an awkward moment, quickly fled.

Irene grinned. "Oh, goody, all my hard work paid off!" she said as she pocketed the envelope, taking the baby Krista from Dell's limp arms and putting her back in the stroller, Krista crying again. Irene sneered at Dell, and said, "This is what it means to be ruthless. To be willing to debase yourself to someone you hate to get what you want out of them. And to be honest? Yeah, I don't want to be a mother. But if having her makes you suffer for not giving me the life I want, then so be it. That's a win enough for me." She skipped out the door, whistling, ignoring her baby's crying.

Dell slowly fell to his knees. He felt as if he had been torn to pieces. The one good thing in his life had been torn away by a woman who fucked whatever man that was interested while he was trying to earn a living as an honest inventor...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Reality...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The tentacles dissolved as the fusions literally flew apart, splitting into their component ponies Queen Sombra laughing viciously. Immediately, the BLUS and the Elements went over to help their comrades.

"Engie, you okay?" Pyro said, helping Engineer get back to his hooves.

Engineer grinned weakly. "Yeah, yeah, ah'm fine... Just got forced to relieve a really bad moment.."

Medic cast his healing beam on Heavy, glancing up at Queen Sombra, who was watching them all with amusement. "Get up you dummkopf, ve still have vork to do!"

Heavy just glared affectionately at Medic, struggling to his feet.

Over with the Elements, Rainbow Dash was bracing Rarity as she helped her up. "C'mon now, Rare. The fight's not over yet!"

"I'm going to kill Engineer's ex-wife if I ever meet her," Rarity growled softly.

"Huh?" Rainbow Dash asked.

"Never mind," Rarity said, shaking her head.

"Please, hurry and get up," Twilight said as she helped Fluttershy stand up, almost in tears from seeing her childhood friend turned into a monster. "I'm running out of ideas to stop this and I need everypony's help."

"Weaklings," Queen Sombra laughed, her mane flaring. "You'll all be consumed by my master! Your misery will feed hi..."

A green energy blast sent her sprawling. Queen Sombra snarled. "Who dares...?!"

Queen Chrysalis, barely standing, her horn glowing with magic, snarled at her. "This is still... my realm... And I am still Queen here..."

Queen Sombra sneered. "Today, you were my master's food, just as Shining Armor was for you. Tell me, how does it feel?"

Queen Chrysalis leveled her with another energy blast. "Something like that, I'd imagine," she taunted.

Queen Sombra snarled, and lunged at Queen Chrysalis, the two ponies wrestling about, their horns clashing as they tried to murder each other. Barricade and Harbinger joined in, trying to overwhelm the corrupted love goddess before she could kill them all.

Shining Armor just stared helplessly for a long moment before he joined the fray, trying to subdue his wife.

The BLUs came over to the gathered Elements, Twilight looking at Queen Sombra with a mixture of fear and confusion. She tried to think of a plan, but she couldn't focus, couldn't get her thoughts in order. All she could think about was all the games she and Cadence had played together when they were children, all the fun times they had.

"I hope you have ideas, 'cause I'm fresh out," Scout said, shivering. He really didn't want to have to relieve that old nightmare...

"I... I don't KNOW! There's... there's too many unknowns, too many variables..." Twilight said frantically, tears streaming down her face. "I need time to think, to consult notes, I..."

"Twilight..." the Doctor said softly. "You need to use the Rainbow of Light."

The Elements stared at the Doctor. It was a drastic measure, they all knew. If Cadence was too far gone, it might do to her what it did to Discord, or outright kill her in the same way the Crystal Heart killed King Sombra.

But as they watch Queen Sombra successfully hold off Chrysalis and the three Captains, trapping them in tendris of darkness from her mane and strangling them, they knew there was no other way.

Twilight sighed softly. "I'm sorry..." she said, the Crown of Friendship appearing on their heads as Rainbow Dash, Fluttershy, Rarity, Applejack, Pinkie Pie, Zecora, and Derpy all found themselves wearing their Element of Harmony necklaces. Trixie watched in amazement as a powerful glow engulfed them all, their eyes glowing as they rose into the air.

Queen Sombra, so intent on murdering Chrysalis and the Captains, didn't notice until it was far too late.

"NO!" she roared, tossing the four she was fighting aside and charging the Elements.

"This is for your own good, Cadence!" Twilight shouted, the Rainbow of Light bursting forth from the Elements of Harmony, flying into the air and diving down towards Queen Sombra.

The Nightmare screamed, flailing as she tried to turn around and flee. But the Rainbow of Light was too fast for her. An unearthly scream echoed from Queen Sombra's throat as the Rainbow engulfed her, bathing her in purifying light. The darkness was purged from her, her body returning to normal as she became Princess Cadence once again, returning to normal size and collapsing unconscious, the Rainbow vanishing in a burst of elegant light

Shining Armor immediately ran to Cadence's side, Medic running over to join him. After a quick analysis, Medic nodded, smiling. "She's alive," he said, casting his healing beam on her to help her recovery. "Just very tired. Perfectly understandable, considering ze circumstances."

Shining Armor sighed in relief. Cadence's eyes fluttered open, and she looked up in confusion at Medic and Shining Armor. "What..." she started to say.

Shining Armor hugged her. "It's all right. You're completely better now. That's all that matters."

"...Okay then," Scout said softly. "That is officially the first rainbow I have found beautiful in years..."

"That was amazing," Soldier said softly.

"What a rush," Derpy said, grinning.

"Yes, it does create quite the pleasant tingly feeling, doesn't it?" Rarity said, giggling

Trixie grinned. "Oh, now I'm actually wanting to get my Element now," she said. "That was TRULY spectacular."

"Hey, think we can do the same with our Elements?" Scout asked.

"It'd be a Rainbow o'Darkness, wouldn't it?" Engineer answered, chuckling.

Harbinger coughed, rubbing his throat. "A job well done then, at least. Everyone rescued and Cadence's magical corruption undone completely."

"Except for the part where we were all used as puppets in Slendermane's game to hurt Chrysalis, I'd say this day was a success!" the Doctor chirped.

That brought down the mood of the room immediately. The Doctor chuckled nervously, and coughed, trying to ignore the glare Sparkler was giving him.

"...Which brings to mind a good point," Barricade said, turning to Chrysalis, who had been sitting to one side, glaring at them all. "Under the circumstances, I'd say a pardon is in order. Let us leave and do not capture any of the Elements or their immediate families again, and we can return to the status quo," she said.

Queen Chrysalis sighed. "It's a better option than I expected..." she muttered. "Fine, fine, just go. I'm tired of looking at all of you." She waved dismissively, sending a mental command to the rest of the hive to leave them alone.

The ponies gathered themselves up and slowly filed out of the hive, leaving Chrysalis alone in her chambers. She sighed, and began tending to her unconscious children, when to her surprise, Derpy, Soldier, and Cadence came back in, the others waiting at the entrance to her throne room in confusion.

"Wait, wait, wait..." Derpy said as she ran back in. "I can't leave it like this."

Chrysalis snarled. "What could you possibly want now?"

"I... ah..." Derpy said. "I want to do something for you."

Chrysalis blinked. "FOR me? I kidnapped you and your family with intent to feed on you!"

"I know, I know, but still..." Derpy said. "Everyone needs to eat, right? The only real problem for you is that you have to feed on other ponies."

"Derpy, where are you going with this?" Soldier said.

"Just listen," she said, motioning him and Cadence to lean in to talk. She whispered her plan to them, Cadence looking surprised.

"Even weakened like I am, it's doable if you and Soldier both help me... but are you sure?" Cadence asked.

Derpy nodded pleasantly.

Cadence shrugged. "Okay then," she said. She looked around, and levitated a large boulder over to the three of them. She, Derpy, and Soldier stood around it, Soldier's Dark Element of Love forming around his neck. Reddish-pink energy flowed around the three of them, the boulder hovering in the air and taking on a heart-like shape as the energy they generated flowed into it.

Once they were done, Derpy looked it over. "And it's self-renewing? It'll never run out?"

Cadence nodded.

Chrysalis frowned. "What are you talking about? What is that thing?" she demanded.

"Taste the energy field," Derpy said.

Chrysalis looked at her suspiciously, but did so. She inhaled a tiny portion of the field... and almost immediately felt healed by it. "It's love..." she said softly, visibly confused.

Derpy nodded. "An endlessly self-renewing source of love for you to feed on. Your people will never have to go hungry ever again, and never have to hunt anyone either. And if you promise never to hurt anypony ever again, you can have it..."

Chrysalis just stared at the glowing, hovering stone in shock. "But... why?"

Derpy nuzzled her, shocking everyone. "Because no pony deserves to go hungry," she said. "And everypony deserves to have love in their life."

Chrysalis stared at her, confused and lost, unable to understand the sudden warmth she felt. She stared at the love generator again... and sighed. "Fine. I swear on my ancestors names that the Changeling Hive shall no longer threaten Equestria or any other nation in this world."

"Well done, Derpy," the Doctor said softly, visibly proud of his one-time companion, identical grins on Sparkler and Dinky's faces.

Derpy smiled, nuzzling her again, Chrysalis shivering in confusion at the sudden warmth. "Okay, that's all I wanted!" the wall-eyed pegasus said. "Bye, your majesty!"

She trotted away, leaving Chrysalis to contemplate her new prize. Soldier watched her go with growing admiration, and followed after her, a pleased Cadence coming up behind them.

Harbinger stroked his beard in amusement. "Well I'll be," he said. "All that mess, and we managed to pull a full win out of it."

He watched as the others filed away, he and Twilight the last to exit the throne room. Before they could, however, Chrysalis turned to them and said, "Be wary. Slendermane will be back. We're entertaining to him now. A monster of that level won't leave us alone so easily..."

Twilight and Harbinger both stared and Chrysalis a long moment before nodding and heading out with the others. Their expressions somber, they walked behind the others.

Twilight was the first to speak. "There's something I need to tell you about," she said, explaining what they knew about the dreams and their connection to Nightmare Moon.

Harbinger cursed. "You are right to hesitate, Twilight. With what's going on, finding out that the corrupted form of her sister is back and in her own body now would be merely adding to her current set of problems..."

Twilight blinked. "What problems?"

Harbinger hesitated, and sighed. "You are her disciple," he said. "You deserve to know." He proceeded to explain the situation and his own theories about Slendermane.

Twilight shivered softly, fear passing through her like an icy chill. "So my mentor is going insane... but I can't do research to fight this thing because that will just make me more vulnerable to it?"

"The more she reads of that cursed diary, the more Slendermane is able to affect her," Harbinger said.

"There has to be something I can do," Twilight said.

Harbinger nodded. "There is. For now, just rest, and recover from this battle. Find a way to activate Trixie's Element of Harmony and create the last four fusions. We have Heavy's Dark Element of Kindness now, so that's something at least."

Twilight nodded. "Just... call me if there's anything I can do to help..." she pleaded.

Harbinger nodded. "Believe me, you'll be the first I contact."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Later...

Ponyville...

The spa...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Aaah, so much better," Spy moaned as he relaxed in the hot tub with Zecora, Sniper, and Rainbow Dash. "No more pee smell or hive smell..." He chuckled, and pulled his Dandy Rarity down over his eyes, Zecora shaking her head at him and nuzzling up to him.

"So what the hay was that 'Jarate' nonsense, anyway?" Rainbow Dash asked, sipping on a fruit smoothie.

Sniper sighed. "Well... My job sometimes requires me to stay awake for long periods of time. As such, I'd drink a lot of coffee, and... well, I'd need to pee a lot. But urine leaves a scent, so I just peed into a jar and sealed it. I never got around to emptying the jars, so I just ended up collecting a lot of them. One day, during a war game, I was certain the RED Spy was lurking around me somewhere. I was getting frustrated, and grabbed the first thing I got me hands on, a jar of piss, and I threw it. It shorted out his cloak, and I was able to scrag him. The piss and the broken glass on him made him take more damage from me SMG, so... well, I got the idea of using it in battle. I started calling it Jarate, and I guess the name just stuck. It's surprisingly effective."

"Ewewew..." Rainbow Dash said. "That is both awesome and gross at the same time."

"Effective yes, but disgusting true. Still, whatever works for you," Zecora said, shrugging.

"You're not saving jars now are you?" Rainbow Dash said, frowning.

"Nah, I wouldn't do that to your place, Dasher," Sniper said, blushing.

Rainbow Dash grinned back, blushing as well.

"Zere's more," Spy said, smirking. "Saxton Hale, zis overbearing pile of beef, actually began marketing Jarate on his weapons page, with a pill zat would altar your kidneys to produce more urine."

Sniper groaned, looking like he wanted to sink under the water and not come up. Zecora just stared in shock, the medicinal herbalist in her offended by the very idea of it.

Rainbow Dash stared at Spy, at a loss for words. Spy just nodded, grinning. "Oh dear me, do we have Saxton Hale tales to tell..."

"Tell 'em later," Scout said as he came in through a window. "I wanna talk to the spook for a sec."

Spy sighed. "Can it wait or can it be told while I'm still in here?"

"No and no," Scout said. "If I don't get it out now, I'll never get it out. Meet me on the roof."

Spy looked out from underneath his hat, seeing the uncharacteristically serious look on Scout's face. He sighed, and reluctantly pulled himself out of the relaxing hot water. "Very well," he said. "Forgive me, my dear Zecora, but I will be back soon."

Not bothering to get dressed (everypony else was naked, a concept he was becoming more and more comfortable with), he flew up to the roof, where Scout was waiting for him, staring at the moon.

"A beautiful night," Spy said. "Luna's outdone herself."

"Yeah..." Scout said. "...I wanna explain why I get so mad when you talk about my Mom or make jokes about me and rainbows." He then proceeded to explain what happened years ago.

"Mon dieu..." Spy said softly, horrified. "My accent, my knife... No wonder you and I didn't get along at first..."

Scout sighed, looking far older than he was. "Yeah... I just..." Scout shook his head. "I try not to think about it too much. Gotta keep movin,' right? But today, Cadence's memory beam thingy slashed open that old wound..."

To Scout's surprise, Spy hugged him. "I swear to you, on the love your mother and I once shared, zat I will never let anyone hurt you again..."

And in another world, RED Spy made a similar promise to RED Scout, who had felt the urge to come forward...

Scout blushed a little. "Hey, thanks man..." he said, coughing and pulling out of Spy's grip. "Anyway... ah... Pinks already knows, since she was in my brain at the time I was forced to relive it, and I guess you can tell Zecora... But don't tell the other guys until I'm ready, okay? I'm still tryin' to wrap my brain around the idea that I was willing to come to YOU of all people..."

Spy chuckled, nodding. "I promise," he said.

"Do ya Pinkie Promise?" Scout asked. At Spy's look, he said, "Don't you dare tell me that you of all people don't know what that is."

Spy chuckled, shaking his head. "Cross my heart and hope to fly, stick a cupcake in my eye."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The Doctor's lab...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Well, that went better than expected," the Doctor said as he calmly closed down his shop for the night. "Derpy rescued, Chrysalis defeated and on our side now, plus we purified Princess Cadence of her magical corruption. All and all, if you add up the numbers," he said, waving his sonic screwdriver around and looking at it, "you get... a ham sandwich on rye with extra pepperjack."

The Doctor stared at his screwdriver, and chuckled, tossing it over his shoulder. "Well, I still need to work some of the kinks out," he said. He turned to leave, only to find a note taped to his door that wasn't there a moment ago."

"..." The Doctor looked around suspiciously, and cautiously approached the note.

On it were the words "THIS QUESTION WILL BE ANSWERED VERY SOON," with an arrow pointing to the other side of the paper. The Doctor slowly turned it over, and gasped in fright.

The question, was 'DOCTOR WHO?'

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Derpy's House...

Evening...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"C'mon Mom..." Sparkler said, not really resisting as her mother tucked her in.

"Now now," she said. "You and Dinky have had a very long day. It's time to rest."

Sparkler huffed sleepily. "It's too early," she muttered, trailing off into a snore.

Derpy shook her head, kissing her daughter's forehead lovingly. "G'night, my amethyst star," she said, trotting out to join Soldier in the hallway.

"You're wonderful with them," Soldier said.

"And you're a wonderful fighter," Derpy said, grinning. "I know I can count on you to protect them."

Soldier just blushed. "Well, I try..."

Derpy yawned again. "Oy, I should probably get to bed," she said.

Soldier nodded, and started back downstairs. As he turned to leave, though, Derpy hesitantly called out, "You... You can sleep with me tonight, if you want... You can even leave your helmet on."

Soldier blushed brightly. His brain shut down at the suggestion, so he ended up nodding and heading back up, Derpy leading him into her bedroom. She blushed, unconsciously posing invitingly on the bed, Soldier stammering as he climbed in with her, Derpy throwing the covers over them both and snuggling into his chest.

Calm down, Soldier thought. That's an order. We're both too tired to do anything, so she just wants to rest with someone she cares about... Still...

"Why tonight, if I can ask?" Soldier asked.

Derpy nuzzled him. "I was in your mind, Soldier... I felt everything you felt on that morning... You shouldn't be alone tonight... Maybe sleeping with me will give you better dreams..."

Soldier blushed brightly, trying to clear the naughty images out of his head. He was honestly surprised they were there in the first place, considering he still thought of himself as a human in a pony's body.

There was one other thing that was bothering him...

"Why did you help Chrysalis?" Soldier asked.

Derpy smiled softly. "Because she's a mother trying to feed her children. And I wanted to keep her from having to hurt everypony to feed them..."

"That's it?" Soldier asked, confused.

Derpy sighed contentedly, nodding and yawning again, drifting off to sleep.

I didn't think anyone could be that loving, Soldier thought. He hugged her tightly, hearing her whicker softly in her sleep. He smiled, feeling that pleasant warmth building up inside him again. He thought about Derpy and her children, and felt the warmth growing stronger.

He then came to two realizations that shocked him.

The first one was that he was happy. Truly, innocently happy, something he hadn't been in years. And he felt great about it.

The second thing he realized, to his fright, was this: I want to stay in Equestria. I don't want to go back.

TO BE CONTINUED