Lucy hurt all over, her body ached like someone had squished her like clay and pushed her into a mold. Not only that but her head hurt like somebody had jabbed a dagger into it and twisted it. Right at that moment she felt like curling up and sleeping. But something nagged at her from the back of her head (as if she didn't already feel like she was dying) telling her to wake up.

'Alright alright.' She thought to the invisible force. 'I'll get up.'

As she pushed herself to consciousness, a ray of light came into her field of vision.

'I'm outside?' She thought. 'I could've sworn I was indoors.'

Then the memories of the previous day came flooding to her and she snapped awake, sitting up suddenly only to falter when she was hit by a sudden feeling of vertigo.

'That right.' She thought through her dizziness. 'The portal activated and we got sucked in. I thought that place was creepy.' She thought as she raised her hoof to her head to steady herself. Then she stopped.

'Hoof?' She thought.

She then looked at the appendage once again. There in front of her was a pale yellow hoof. Lucy lifted her other ha-hoof for examination. Another pale yellow hoof marked with her guild mark. Hyperventilating, Lucy turned to examine her body. She had turned into a pale yellow pegasus with a golden mane and tail. And on her flank, Lucy saw a picture of a golden ring with gate keys.

'My gate keys.' She suddenly thought, looking around for her gate keys. She spotted them on the ground next to her.

'Aquarius is going to kill me.' She thought gloomily as she picked them up.

'Maybe this is a dream.' She thought hopefully. But the her headache spiked as if to remind her this was no dream.

"Oh my head." A voice groaned behind her, crashing her mental train of panicked thoughts.

Lucy turned to see a male unicorn pony behind her. His body a yellow color and his spiked mane was pink in color. Around his neck was a familiar scarf and on his flank was a picture of a red dragon breathing fire.

'Natsu.' Lucy thought.

Another groan turned her attention to another pony. Female. Unicorn. With a long red mane and bright yellow body wearing armor on her front and the picture of two crossed swords on her flank.

'Erza.'

The third pony was white pegasus with a short spiky black mane and tail and a mark in the shape of a snowflake.

'Grey.'

The next was a little unicorn filly with a sky blue coat, long darker blue mane, and mark in the shape of a blue dragon breathing air lines.

'Wendy.'

The next pony was a male unicorn pony with a light grey body, a long black mane that was spiked, various piercings and the image of a black dragon breathing metal shards on his flank.

'Gajeel.'

The last pony was a white unicorn with a short light blue mane tied with a yellow ribbon was a picture of an open book with sparkles depicted on her flank.

'Levy.'

Lucy sat watching the group regain their senses. 'They should be noticing in three..two...one...'

"Waaaaaaaggghh!?" Natsu screamed once he noticed his hooves.

"What the...!?" Erza exclaimed as she examined herself.

"Why the heck am I a flipping pony!?" Gajeel asked.

"M-m-maybe this is part of the spell?" Levy said, trembling like a leaf as she stared at herself.

"Mmmah. Keep it down. I'm trying to sleep." A drowsy voice came from above.

Everypony(?) turned their gaze upward to the branches of the tree they were sitting under. In the tree there were recently broken branches showing where they had fallen. And snagged on a few of these branches was Happy, Carla and Pantherlily, all looking the same as always. Happy and Pantherlily were in the process of waking up while Carla was narrowing her eyes at the group.

She rubbed her eyes and narrowed them again. "You look different." She said, her voice drowsy and slow.

"Gee you think!?" Grey retorted sarcastically.

Carla rubbed her eyes again and stared at him. "Why do you look like a horse Grey?" She asked. She turned her to everyone else. "Why do all of you look like horses?"

"Like I said it's probably the portal that did this." Levy said, having calmed down a bit. "But why would it turn us into horses?"

=======================================/=====================================

After the initial shock and confusion of their predicament, they decided to see if they could find anyone else. Once Happy, Pantherlily and Carla had been released from the tree, the group had surveyed their surroundings. They had landed on a hill dominated by the tree in question. To one side of the hill, a dark malignant aura could be felt by everyone. It was overcast by dark heavy clouds and in the distance a sickly green light could be seen

The other side was also overcast, but a different feeling had been felt from that side. A sort of quiet, sad aura. In the distance on that side, mountain could be seen and unless Lucy's eyes were playing tricks on her, there was a city on that mountain.

It was unanimous which direction they should go.

=======================================/=====================================

After an hour trudging through rain and mud, the group reached a small town and received the answer to their question. The few inhabitants that walked the streets were all ponies. Some were unicorns. Some were pegasi. And others were just ordinary ponies.

As they trotted into town, many of the ponies turned their attention to the travelers. The group felt the piercing glare of a dozen or so suspicious eyes. As they trotted through, the citizens of the town retreated home, slamming the doors and locking them. The shopkeepers also closed their doors and locked them. It seemed almost like the entire town was shutting them out.

"Friendly." Grey grunted.

"Don't blame them." A voice said from behind. "They weren't always this way."

Startled, everyone turned to see a mare behind them. She was a relatively small unicorn with a pale pink coat and a soft white mane. And floating above her head was an umbrella. Before anyone could say anything, she turned and trotted to a house across. On the stoop she paused and turned to them.

"Well, are you coming?" She said. "You'll catch your death of cold standing there."

=========================================/======================================

The unicorn, who had introduced herself as Petaldancer, had lead her guests to a living room where she lit a fire. While she prepared something warm, the group dried off and became acquainted with Petaldancer's daughter, a little mint green filly with a pale blue mane named Mint Leaf.

After they had warmed up, Natsu turned to Petaldancer.

"Excuse me, but earlier you said that the villagers weren't always like that." He said. "What did you mean by that?"

Petaldancer sighed, sadness filling her blue eyes.

"There was once a time when this town was a warm and friendly town." She started. "Everypony knew each others name. We greeted each other in the streets and welcomed visitors like kin. It was a very happy place."

Petaldancer smiled warmly, as if she was enjoying a happy memory.

"What happened?" Erza asked.

Petaldancer frowned like the question had destroyed her happy memory, leaving only bad ones.

"War." She said bluntly, her voice husky. "Our country, Equestria, is a peaceful nation. We haven't had internal strife or war for centuries. Then one day, the changelings declared war."

"Changelings?" Levy asked.

Petaldancer nodded as she pulled Mint Leaf closer. "Six or seven years ago the attacked a town called Ponyville. Before anypony knew it, Ponyville had been taken. Their Queen, Queen Chrysalis, declaring war. Since then, we've been battling each other. We've been pretty even in recent times."

'So that dark place must've been changeling territory.' Lucy thought. She turned to her friends and judging by the looks on their faces, they were thinking the same thing.

"I still don't understand how a war could so drastically change an entire town." Carla said. "If anything, shouldn't ponies like you grow together instead of apart?"

Petaldancer gave a wan smile. "Yes. You would be right." She said. "But these are changelings. Changelings are insect like creatures that can shape shift into any form. They take the form of the pony you love the most and feed off all positive feelings you have for that pony. In particular, love."

"That's horrible!" Levy said quietly.

Petaldancer nodded. "That why Queen Chrysalis wants Equestria. Because it's filled with more love then any other country. Plus there was a time when she tried to take over a while ago. She ended up defeated and some say that this whole war is partially grudge driven."

"That's even worse!" Natsu exclaimed.

Petaldancer nodded. "Changeling aren't much compared to ponies." She said. "They can imitate form and are quite terrifying, especially in a group. However they don't have much physical strength to speak of. One changeling is quite easy to defeat. However, changelings never travel alone. When they hunt or fight, they always do it in swarms. Huge ones that can quite easily overwhelm an army. Even a city like the royal capital of Canterlot. That's pretty much what happened last time, or so I've been told. After her defeat in Canterlot, rumors spread that Chrysalis was amassing a huge army for the sole purpose of taking control of Equestria, however there was no evidence that these rumors were true, till now."

"How do you know all these things about changelings?" Gajeel asked.

Petaldancer blinked. "My husband." She answered. "He serves as a royal guard at Canterlot. He was there the day Canterlot was attacked. After the changelings had been fended off, my husband felt so useless he decided to research what he could about changelings and he often shared what he had learned about them. Prior to the attack and this war, changelings had been considered low level, harmless creatures."

Silence reigned, only to be broken by Mint Leaf.

"Scuse, me, but what's your cutiemark?"

Petaldancer looked at her daughter with a shocked expression. "Mint Leaf!" She said. "That is not the kind of thing you ask a pony."

"Cutiemark?" Erza said.

Petaldancer looked surprised. Then recovering from her shock, she turned herself around in her chair so all could see her flank.

"This is a cutiemark." She said, pointing to the picture depicted on her flank, a basket filled with various flowers.

Mint Leaf bounced up and showed her own blank flank. "When a pony is born," She said, her dark green eyes shining with excitement. "They are born with a blank flank. But when that pony discovers their talent, the thing that makes them super special, then their cutiemark appears, representing their super special talent. Sometimes its littoral, like my mom's talent for growing flowers. Other times it's metaphorical, like Miss Cheerilee's cutiemark. Smiling flowers. She says that the smiles represent the smiles she hopes to bring her students as they 'bloom'. So what's your cutiemark?"

The group took a moment to digest this new information as they examined their cutiemarks.

"Well," Lucy started. "I'm a Celestial wizard, so these are gate keys. Erza's really good with a blade, so she's got swords. Wendy, Natsu and Gajeel use dragon slayer magic so they all have dragons. Grey is an ice make wizard, so he has a snowflake. And Levy can use script magic so she has a book."

"Oh, so you practice magic?" Petaldancer asked.

"Yeah." Levy answered.

"Do you?" Erza asked.

"All unicorns can perform magic." Petaldancer answered. "Most have limited magic only related to their talent. But there are some whose talent is magic. These are considered the most powerful. But shouldn't you already know that?"

"Ummm s-sure." Lucy said. "We know all about that."

"Oh. Okay." Petaldancer said. "You must've forgotten for a minute. Happens to me a lot."

"Yeah. Forgot." Erza said.

Petaldancer nodded, then got up from her seat. "Well its getting late." She said. "I'll start cooking some dinner."

Everypony turned to the window. The storm had stopped and the clouds were clearing. As the group looked out the window, several swore they saw figures among the clouds, and the sky was now a soft pink as the sunset.

"Can I help?" Lucy asked.

"Me too." Levy volunteered. "It wouldn't be fair of us to just crash at your house without at least helping out."

Petaldancer smiled. "Thank you for the offer." She said "The kitchens this way." And with that, the three mares left the room, leaving the others with Mint Leaf. The little filly stared at the guests and blinked. The guests did the same.

/

In the kitchen, Levy and Lucy looked around first. The kitchen was cozy, but big enough for ponies to work in.

"So what are we making?" Lucy asked.

Petaldancer looked thoughtful. "I thinking travelers stew would be good." She said.

"Sounds good." Levy answered. "What is it?"

"It's an easy to make stew filled with traveling food. Things that you can easily find. It's filling and you feel energized. Travelers often make it when they travel. Hence the name, 'travelers stew'. Haven't you made it before?"

"Not really." Lucy answered. "We travel a lot, but we always have towns and restaurants to go to."

Petaldancer shrugged. "Alright. I won't pry."

"Petaldancer, can I ask you a question?" Levy asked.

"Sure."

"Why did you let us in? We're strangers and for all you knew, we could've been changelings. Nopony trusts us, yet you do. Why?"

Petaldancer paused. "Honestly, I don't know. When I looked at you, I felt that you were good ponies who needed my help. Magic is funny that way. Sometimes it gives us a certain sense of intuition. And sometimes we just need to take a leap of faith."

Silence reigned as Lucy and Levy stared at the unicorn with a sort of respect as she pulled a large black pot out of a cupboard. After placing the pot on a hook in the fireplace, Petaldancer noticed their stares.

"Well?" She said, snapping them out of their thoughts. "Are you going to help me make a meal or what? Isn't that what came in for? Hop to it!"

"Yes ma'am!" The two said in unison.

/

Meanwhile in the living room, Mint Leaf had started a game of house. Natsu was the daddy. She was the mommy. Grey was the uncle. Erza was the aunt. Gajeel was the grandpa. And Wendy was the baby, a role she was somewhat reluctant to take.

"So Mint Leaf," Carla started, she Happy and Pantherlily had been made 'aunt' Erza's newborn triplets.

"Yes baby Carla?" Mint Leaf interrupted.

A vein popped on Carla's head as it took everything she had to not fly at the filly.

"Don't you have friends to play with?" Carla asked once she calmed down enough to not yell her question.

"Not really." The filly answered brightly. "I was really little when the war started. A lot of folks left town, moving to other towns to stay away from the changeling horde. Some folks are refugees from Ponyville and other towns that the changelings attacked who have nowhere else to go. A lot of the ponies her can't just pack up and leave. Sometimes it's because their whole livelihood is here and they can't afford to pull up camp. Other times it's because they don't have enough bits to get a wagon and have to stay here and pray the changelings don't attack. Ponies round here keep their fillies inside to make sure nothing happens to them. I haven't really had the chance to get to know the other fillies round here."

"What about you?" Wendy asked. "Why don't you leave?"

"Like my mom said before my dad is in the royal guard. When the war started, The army was sent out, including the royal guard. My mom promised dad that we'd stay here and that she'd take good care of me. For about three or four years he sent us letters and every year on my birthday he'd send a present. Then one day when the fighting got worse, dad sent a letter saying he could write to us anymore cause it might get incepted by changeling spies and his superiors said they couldn't. Just like that the letters stopped. But he still sends a present every year for my birthday."

There was a moment of quiet as Mint Leat took out a play baby bottle and proceeded to feed it to 'baby' Wendy, who promptly threw it and pretended to cry.

"Tsk tsk tsk. You shouldn't throw things Wendy. What will your father say?"

"I say she needs a spanking." Natsu said in a fake masculine voice.

"Waaaah!" Wendy wailed as she ran away from 'daddy'.

"Pft how pathetic can you be when you can't even catch your own daughter?" 'Uncle' Grey said as Natsu rushed past him in pursuit of Wendy.

"Oh yeah and you can do better?!" Natsu growled in his normal voice.

"As a matter of fact I can." He said turning to Erza and placing Happy in her hooves along with her own load of Carla and Pantherlily. "Here hold our kids dear." He said. Before she could say anything, he rushed to Wendy and tackled her to the floor. Wendy let out a squeal of delight as she went down.

Grey then flipped around and began to toss Wendy up and down as she laughed with delight.

"Hey that doesn't count!" Natsu yelled.

"Sure it does." Grey said. "After all, I'm a doting uncle." He almost didn't notice when Wendy didn't come down. Puzzled, he looked up at the large grey figure above him.

"What are you doing with my granddaughter?" Gajeel almost growled as he put Wendy down. "You shouldn't be so rough with babies."

"Aw come on 'gramps' we were just having fun." Grey said as he got up.

A vein popped on Gajeel's forehead. "DON'T CALL ME GRAMPS!" He shouted in Grey's face.

Then the sound of laughter like a bell caused everyone to pause and turn to the source.

Rolling around on the floor clutching her sides was Mint Leaf. "This is so much fun!" She cried. "Usually I play alone, or with mom when she's not busy, but this is the most fun I've ever had."

Erza smiled and knelt down beside the squealing filly, depositing her load on the ground. "No matter what happens don't ever be afraid to smile." She said.

Mint Leaf sat there quietly staring at her.

"Yeah and don't forget to laugh." Natsu said with a grin and the best thumbs up he could manage.

Mint Leaf looked at the strangers smiling faces and broke out in a grin herself.

"Dinner!" Levy called as she entered the room.

Mint Leaf's face brightened and she rushed to the mare.

"Grandma!" She declared as she squeezed Levy in a bone crushing hug.

Levy looked puzzled and turned to the others. Gajeel caught her eye. He was staring at the ceiling and blushing.

/

The stew was delicious. As the group sat at the table enjoying the meal, they shared with each other what they had been doing. Levy's face became as red as a tomato when she heard about the game of house and Gajeel's place in the play family and figured out her new place in the family.

After cleaning up dinner, Petaldancer took them to the guest bedroom and helped them set up places to sleep in the room. Levy, Lucy, Wendy, Erza and Carla slept on the large bed in room. Natsu, Grey, Gajeel, Happy and Pantherlily chose the floor. Mint Leaf provided and old nightgown for Wendy that looked about her size. Petaldancer found some of her own old nightgowns for Levy, Lucy and Erza. Spare blankets and pillows on the floor made the boys beds. After the kind of day they'd had, everypony passed out instantly the second they hit their beds.

Soon enough, silence fell over the house. Levy, Lucy, Erza, Wendy and Carla on the bed. Natsu, Grey, Gajeel, Happy and Pantherlily on the floor. Petaldancer in her room on a bed built for two. Mint Leaf in her own little bed dreaming of happy times. All sleeping blissfully without a care in the world and for a moment, the war forgotten. A moment that was to be abruptly cut short without warning.

/

KABANG!

The loud noise woke Mint Leaf with jump. Rubbing the sleep from her eyes, she turned to the source of the sound. In the darkness she saw something moving and wondered if a pegasus had fallen from the clouds. Using her horn she cast a soft green light on the room and froze when saw the intruder, her stomach tightening.

In an instant ran, screaming out of her room, down the hall and into the guest room, throwing herself onto Natsu, screaming loud enough to rouse everypony in the house.

"Mint Leaf what the..?" Natsu said trying to rub the ringing sound out of his ear.

Petaldancer appeared in the doorway rubbing her eyes. Everypony else pulling themselves out of bed.

"Mint Leaf what's wrong?" Erza groaned.

"THERES A CHANGELING IN MY ROOM!" Mint Leaf screamed.

Everypony froze when heard a snarl coming from the hall.

Turning as slowly as possible, everypony saw the creature. It was just how Petaldancer had described it. About the size and shape of the average pony, it had a black body with a shiny blue hue. It's hooves were hole ridden and its eyes were solid blue with fangs like a vampire poking out of it's mouth with a curved black horn and insect like wings on it's back buzzing like a rattlesnake rattle.

"Doesn't look too bad to me." Gajeel said, once he got over his shock.

"Yeah. I've squashed worse bugs then this." Natsu said.

"Wait." Petaldancer said putting forth a hoof to bar the door, her face as white as a sheet. "Do you remember what I said about changelings."

There was a moment of quiet as everypony racked their brains to remember.

"That's right." Lucy said, her own face beginning to pale. "Changelings never travel alone."

Erza nodded as it dawned on her as well. "They always travel and hunt in huge swarms."

As if on cue, dozens of changelings punched through the room like toilet paper, making craters as they landed. On instinct, Petaldancer slammed the door as if to shut them out. With a crack, a changeling punched through the guest bedroom roof, landing on the bed so hard it broke.

It lifted it's head with a hiss, baring its fangs, only to be knocked unconscious by a punch delivered by Erza. It was obvious the house wasn't safe. Before anypony could react, Erza pulled open the room's window.

"Quickly! Through the window!"

Without arguing, everypony did as they were told. First there was Natsu and Grey, followed by Lucy and Levy with the exceeds. Then came Gajeel, under one hoof he clutched Wendy. The other Mint Leaf. Then Petaldancer, who was caught by Grey and Natsu. Lastly Erza leaped from the window, landing on her hooves. Outside wasn't much better. The moon, which was still high in the sky, was blocked by a huge mass of black. At first, Erza thought it was a giant cloud. But closer inspection revealed it to really be a massive swarm of changelings, all of them raining down on the town. Crashing through buildings and onto the streets, hitting like bombshells. Screams could be heard as ponies rushed through the streets trying to escape.

"AHHHHHH!"

"NO NO!"

"This isn't happening. It's all a nightmare. Come on, wake up Moondancer."

"Mommy! Mommy! Where are you?!"

Petaldancer winced at the last one as she pulled Mint Leaf close to her. Mint Leaf just stared in shock at the utter chaos surrounding her.

"All right let's get cracking!" Natsu said, knocking his forehooves together. It was obvious what he was talking about and Erza admitted that she felt the same. But she couldn't lose herself in this chaos.

"Hold it." She said. Natsu halted mid step and turned to Erza, a look of irritation on his face.

"What do you mean 'hold it'?!" He asked angrily. "Let's kick these guys butts!"

Erza sighed. "If you actually paused to consider the situation you see that we're at a severe disadvantage. Not only are we vastly out numbered, but if we fight here, innocents will be hurt and will probably start another panic. We have to get out of here. And if possible we can evacuate as many ponies as we can."

She then placed a hoof on Petaldancer's shoulder.

"Starting with these two." With that she took off, rushing through the madness, her friends following. As they rushed down the street, little blue filly with a white mane spotted the group and rushed after them, keeping good pace with their speed. Many more fillies followed the blue ones example. Following the group. Many of the older ponies spotted the group and proceeded to follow them. Mares, stallions and fillies alike ran with the group. By the time they noticed, they already had a group of thirty and counting.

Naturally such a group attracted attention. Suddenly a group of changelings landed right in front of the group, forcing them to halt.

"Alright! Now I get to kick some butt!" Natsu said, stepping forward, pounding his fore hooves together like usual when he practiced his magic. Only, his magic circle didn't appear. But Natsu didn't notice. Instead he stepped forward.

"Fire Dragon Roar!" He said as he put his hooves together like usual.

'Spack!'

The changelings watched as a pathetic spark floated forward, falling at their hooves and going out. There was a moment as the travelers gapped at the lack of fire, Natsu in particular, and the changelings stared at the place where the spark had fallen, wondering this pony was trying to accomplish. The lead changeling then gave Natsu a look that seemed to say 'is that it?'

Grey recovered first. "Move it matchstick!" He said as he pushed Natsu out of the way. He then clapped his hooves together like he usually did. "Ice Make Lance!"

'Psshhh.'

Nothing but a weak blast of cold air.

"What the!..." Gray said as he began wildly knocking his hooves together. As he did that, the others did the same thing. Repeatedly trying to activate their magic. Mostly they got some sort of pathetic reaction. But for the most part, in particular Lucy, there was no response. At this point the changelings were growing restless and the other ponies were getting nervous.

"Well I guess we're going to to have to use our fi-hooves." Erza announced after failing to requip for the umpteenth time.

"I can deal with that." Gajeel said, pounding his fore hooves together. "I don't completely rely on my magic."

"Fine by me." Natsu growled, pounding his hooves together.

"I could use the exercise anyways." Grey said said irritably.

Suddenly the changelings felt as though they'd poked a stick into a very angry hornets nest.

"All right then boys." Erza said. Then she turned to Lucy and Levy. "Get going. Your two are of no use to us here. Take these ponies and get out to town while we keep their attention here. And if you run into trouble, punch them in the jaw as hard as you can. That'll knock 'em out for a good while."

Lucy nodded then she, Levy, Happy, Carla and Pantherlily rushed past, followed by the towns ponies. As they rushed across a corner and and down a street, more ponies gathered.

"Okay." Levy panted. "So which way do we go to get out of town?"

"There's a turn here." A yellow pony with a golden mane said. "Take it."

The group, now a crowd, took the specified turn, gathering even more on its path.

"Now you turn here." A brown stallion with a darker brown mane said.

The turn was made.

Suddenly, a changeling popped out of nowhere and attacked. As the changeling approached, Lucy braced herself for the punch. When the changeling was within hoofs reach she swung. From behind her a bigger black hoof swung past her and nailed the changeling. The creature crumpled like a doll. Lucy turned to the owner of the hoof. A larger then average black stallion with a long black mane draped over his eyes stood behind her, and Lucy wondered how she missed him.

"Um.. Thanks." She said.

The stallion nodded. "I think we should get going." He said in a deep voice. Then he pointed his hoof down the road. "Just follow this road and we'll arrive at a forest on the outskirts of town. We can hide there."

Lucy nodded and they continued onward. As they ran down the road, the stallion ran beside her.

"Excuse me." She said as she ran. "But I never caught your name."

"I'm Shadow Prancer." He said quietly.

"Well thank you Shadow Prancer for helping me."

"It was nothing."

/

Just as Shadow Prancer had said, there was indeed a forest at the end of the road. Once among the trees, the refugees went amongst themselves, looking for loved one who had been lost in the confusion. There was much celebrating as friends and families were reunited. Lucy however didn't feel like celebrating.

Lucy turned her gaze back to the now over run and partially ruined town and thought about the friends they'd left behind.

"Your are sad." A deep voice said next to her, making her jump as she turn to the massive figure of Shadow Prancer.

'How did he sneak up on me?' She thought as she tried to calm herself. "I'm not sad." She said out loud. "I'm concerned for my friends. What if they need my help? I should go help them."

"That will not be necessary." A regal female voice said behind her causing Lucy to jump once more.

'What is it with ponies and sneaking up on me?!' She thought as she turned to the new speaker.

It was dark, so she couldn't make out clear features. What she could tell was that the newcomer was female, and considerably taller then Shadow Prancer. As she approached, she saw that her coat was a light violet. Her mane, a darker purple with a pink streak. Her deep purple eyes were kind and gentle. Her voice, even though it had a rich noble tone, there was also an air of kindness.

The pony positioned herself on the other side of Lucy and turned her attention to the town.

"You have performed your part." She said. "And you have performed it well. I know many ponies who would collapse under the weight of a similar task. Yet you performed it perfectly and beyond what I expected. Congratulations. Your part in this is done."

"But my friends..." Lucy began only to be quieted by a hoof pressed to her mouth.

"Will be fine." The mare concluded. "Now let me perform my part."

With a flash the stranger was gone, leaving Lucy to wonder who she was.

/

Meanwhile, the fight started off well. For a while Natsu, Grey, Gajeel and Erza had taken out a lot of changelings and for minute, they had the upper hoof so to speak. But then swarm after swarm came, and it wasn't long before they were overcome. Natsu was the first to fall. Hard as he fought, he was knocked unconscious then swarmed by changeling. Grey and Gajeel followed suite. The last one standing was Erza. Good as she was, she soon found herself surrounded and closed in on.

As she looked to where her friends had fallen, she suddenly remembered the time she thought her childhood friends died. Even though that part of her life had been resolved, the memory of that time when she failed her friends still stung like an old wound.

Suddenly, Erza felt a burst of energy and on instinct, reached deep within herself and touched her magic. Feeling it was still intact, she reached out with it for something. Erza felt a tingling sensation in her horn and suddenly, suspended by a red light was a short sword. On instinct she used the sword to clear the changeling off of her. Once she was free, she let out a primal yell and swept the sword in a circle. As she did, a bright light emitted from the sword. There was a bright flash as once she could see again, Erza saw a large circle of unconscious changelings.

'I did it!' Erza thought.

She then turned to her friends unconscious forms. They were covered in scratches but they were okay. Erza breathed a sigh of relief. Suddenly the short sword dropped and Erza keeled forward, sitting on her rump and using her trembling fore legs to prop herself up. Erza gasped as wave after wave of exhaustion crashed over her like relentless waves on a beach.

'That attack must've taken all I had.' She then turned her attention to the street before her. Even though she'd knocked out a good number of changelings, there were still billions more. Many stood hesitant outside the circle of unconscious changelings. At first they looked nervous, wondering if this unicorn would knock them out too. But as time passed, the changelings grew bolder and bolder as it became increasingly obvious that Erza vulnerable.

'I'm done for.' Erza thought to herself in the meantime. She didn't even have the energy to stand up, much less run. And even if she did, there was no way she was going to leave her comrades. 'Here they come.' She thought.

The changelings had gathered outside the ring of unconscious changelings and launched a charge towards Erza, who braced herself for the inevitable defeat. Then out of nowhere, a magenta glow pulsed from behind her, knocking out a bigger ring of changelings. The rest suddenly had terrified looks on their faces.

Erza turned to the source of the light. Standing right behind her was a pony. She was taller then the average pony. She had a violet coat and a dark purple mane with a magenta streak in it and perched on her head was what could only be described as a tiara with a jewel shaped like a six pointed star. Around her chest was a beautifully decorated golden breastplate and her hooves were shod with gold. Her horn glowed with a magenta light and mounted on her back were beautiful violet wings which were spread wide open. Her deep violet eyes were hard as they glared at the changelings.

"If you what's good for you, you will retreat!" She said, her voice booming like she was shouting. Only it seemed as though the shout reverberated from everywhere.

Suddenly the changeling were falling over each other to get out of there. Whoever this pony was, it was obvious that the changelings were terrified of her and for a moment Erza wondered whether or not she should be terrified. Once the changelings had disappeared, the pony turned her attention to Erza. Her eyes were soft and gentle and when she spoke, her voice was quieter and kind with a sort of royal air about it.

"Rest now brave warrior." She said. "The battle is now past."

Erza's vision blurred and before she knew it she'd passed out, giving up the fight to stay conscious.

/

The alicorn stood above the group of ponies staring at them, in particular the symbol on the shoulder of one. A symbol that was all too familiar. A symbol she never thought she'd see here in Equestria.

The sound of galloping hooves broke her from her thoughts and she turned to the source, a white pegasus in golden armor. He stopped in front of her and removing his helmet bowed.

"I have finished my sweep of the town, your highness." He said.

The alicorn nodded. "And what did you gather?" She asked. "And for goodness sake Thunderhooves, get off the ground. You know I don't like being bowed to. I'm hardly a Celestia."

"O-of course." Thunderhooves said, getting off the ground as fast a he could. "Not everypony got out. We managed to round them up and examine them. Some were injured, but a large percentage escaped to the forest. Some of the guards are watching out for them. Others are sweeping the buildings for any stragglers."

The alicorn nodded. "Any casualties?"

"So far, none."

The alicorn breathed a sigh of relief and turned back to the four ponies. Thunderhooves stood stoically behind her.

"Your orders?" He asked boldly.

The alicorn nodded. "Or course." She said as she turned back to him. "This town is no longer safe. Proceed to evacuate the town ponies to Canterlot. Get a medical team here to patch up these four and take them to the castle."

Thunderhooves momentarily raised an eyebrow before lowering it again. "As you wish."

The alicorn nodded as turned her gaze to the street before her. In the light of the rising sun she saw the ruined buildings and crater ridden streets. 'Such destruction.' She thought. 'Tell me Chrysalis, how many more lives must you destroy before you're satisfied?' The alicorn let out another sigh and trotted to the forest.