For as far as the eye could see, Canterlot was burning. Dozens of simultaneous explosions had rocked the city moments ago, followed almost instantly by the collapse of the Guard Captain’s shield spell. Fires immediately sprung up in public areas, trapping ponies inside burning buildings. Noxious fume clouds hovered throughout the city, choking any pegasus who tried to clear them. From above, countless fiery green objects rained down upon the city; they smashed into buildings and the streets, causing tremendous damage wherever they landed.

One such fireball crashed down less than a dozen yards away from the two earthlings and the changeling queen. As soon as the chaos had started, the trio had raced away from the undamaged castle, Chrysalis to do her work and the aliens to watch the battle unfold. As they had rounded the corner, the fireball had plowed into a vendor’s cart, smashing the cabbages within. The form that emerged from the wreckage ignored the cries of ‘My cabbages!’ from the vendor.

From what Nick could see through the dust cloud, the figure was not a changeling as expected, but what looked like a griffin. However, said griffin appeared to be wearing Tron-inspired armor, if the smooth black helmet and black armor with glowing-green lines was any indication. Furthermore, the griffin’s wings looked like glowing-green glass as opposed to feathers. All-in-all, it was a rather intimidating appearance. ‘Of course,’ Nick thought, ‘it could also be the three-foot-long sword that’s so awesome.’

Meanwhile, Klika asked Chrysalis, “One of yours?” Upon receiving a quick affirmative, Klika replied, “You know Daddy’s going to grill you about this, right?”

Any further discussion was interrupted as the subject proceeded to stab the merchant in the leg with his sword. What happened next was only visible to the changelings present on that street. A stream of magic and emotion erupted from the wound and was drawn into the false griffin, in a manner characteristic of rip feeding. The stallion, drained of every last drop of energy that his body could provide, dropped dead. As the false griffin withdrew her bloody sword, the crowed, which had been shocked into silence by her dramatic entrance seconds ago, now started screaming in panic.

While Klika did not seem fazed by act of predatory violence, Nick was struggling to hold in his lunch. As borderline haemophobe, the sight of blood made Nick horribly uncomfortable. To see anyone so casually spill the substance was almost enough to cause Nick to lose his lunch.

In the panic, Nick and Klika lost sight of Chrysalis, who had run off to finish her own goals. Meanwhile, the two earthlings started making their way to the western edge of the city. They had promised their king that they would return home once the fighting started; without the queen, they had to make it across a war zone before they could get to the Changeling Caverns. There lay the only portal home to which they had access.

Pinkie Pie had been mentally complaining about how boring the wedding was. She had wanted it to hurry up. She had been struggling to hold in her excitement for being able to DJ at the reception. Keyword: had. Now, Pinkie Pie would have given anything to be back in that wedding if it would end this hell that had descended upon Canterlot.

Pink hooves pounded the ground below her, her lungs wheezing deep and labored breaths; her body protested the putrid air, full of ash, noxious fumes, and the scent of burning flesh. This was not fun, not fun at all, Pinkie decided. Having been almost immediately separated from her friends, the mare had tried to find somewhere safe. Without Twilight, who had mysteriously vanished from the library almost a day ago, the Elements of Harmony were useless to end the chaos.

As she ran, Pinkie stepped in something slippery and fell flat on her face. When she opened her eyes, her muzzle was inches away from a burnt corpse. Scrambling back on her hooves in shock, Pinkie quickly backed away, only to step again in the puddle. Blood. She was standing in a puddle of blood.

As tears streamed down her face, a distorted voice called out to her, “Pinkamina Dianne Pie.” She turned around to see an armored minotaur, his face obscured by a smooth black mask, in his hands, he held a metallic mace that could have easily weighed as much as her. The faceless minotaur droned in his distorted voice, “You will come with me or your legs will be crushed and I will take you by force. If you chose to resist, I cannot guarantee that you will ever see your fiends again.” The minotaur stepped forwards, holding his weapon threateningly. “What do you chose?”

The whole situation had drained Pinkie of her will to fight, for there was no laughter to be had here. Perhaps Dash would have fought still, but without friends to support her, how could one unarmed earth pony hope to fight an armed and armored minotaur? When she hung her head in defeat, the minotaur charged the gap between them at an impressive speed and reached for her neck. Pinkie felt a sharp prick, and then knew nothing more.

The false minotaur scooped up the unconscious mare and placed her on his shoulder. Breaking into a run, he sprinted to the warehouse his hive had rented for this sole purpose. War-fang had a prisoner to deliver.

Chrysalis sank her fangs into the thirtieth pony and, for the thirtieth time, initiated the conversion process. As soon as she was done, the pony was placed into a cocoon while a changeling impersonator fled from the warehouse. Every single one of the victims on her ‘capture’ list was safely stowed away. Each of the thirty ponies was a valuable member of society. Seven nobles, six high-ranking business stallions, ten news reporters, two lieutenants of the royal guard, Prince Blueblood, and Captain Shining Armor all lay within her cocoons. Since they would have all of the memories of their past lives, they could flawlessly return within a day and further her agenda from within the system.

The real gem of her collection lay in the last three cocoons: Laughter, Kindness, and Generosity. As the only three bearers of the elements that could be converted without endangering their position, capturing them gave Chrysalis a unique advantage. Equestria could keep its super weapon, but could not fire it against Chrysalis’s will. ‘It may not be totally in my control,’ the queen thought, ‘but at least it’s not totally in Sun-Butt’s control, either.’

Chrysalis smirked as she watched her work through the eyes of her subjects. With three of the main leaders of Equestria’s military force incapacitated and several more assassinated, the efficiency of the resistance had been effectively halved. Removing four elements of harmony, including Magic, and one of the princesses effectively halved the supply of powerhouse defenders.

One of Chrysalis’s subjects was undertaking the extraordinarily dangerous task of keeping Luna in a drug-induced state of unconsciousness, despite the latter’s status as goddess of the night. This effectively reduced the number of powerhouses to one. With the night out of the picture, so many nobles missing, wounded, or panicking, and the military crippled, leadership of the nation fell almost exclusively on the shoulders of the day princess. And because she was so busy maintaining order among her own subjects, Celestia could personally make no move against the onslaught of invaders. ‘And then there were none,’ the queen thought triumphantly.

The queen turned her attention to her hive’s magic supply. In the first three hours since the invasion, they had collected almost as much as they would have in three months the traditional way. However, it only took a brief glimpse of the collateral for her to realize that this was not a repeatable option.

Again, Chrysalis redirected her attention. This time, she chose to focus on close to forty of her changelings that had joined the Canterlot Fire Department within the last five weeks. Spread among the dozen firehouses in the city, these changelings worked as selective damage control. Having memorized a list of changeling-owned businesses before-hoof, these infiltrators would quietly direct the efforts of the fire department to save the hive’s property first. When it came time for the reconstruction portion of her plan, Chrysalis would ensure that her investments would be the first to thrive.

Silver Tongue sat on the roof of a house in Ponyville. Her body was transformed to blend in with the thatch roof she sat upon. Though the sun had set long ago, the moon had yet to rise. Aside from the occasional window light, including the one she was currently observing, the only source of light was the burning city in the distance. The eerie sight reminded the Silver Tongue of a lighthouse on the shore of a sea of black.

Down by the window of her interest, a nervous guard walked past. Ponyville never maintained much of a guard presence before; however, much of the guard had been called away to aid in the defense of the besieged city of Canterlot. The remaining supply of guards to police the village had dropped so low that it could barely even be called a skeleton crew. Only nine guards remained. Silver Tongue knew that five were asleep or about to drop from the long and stressful day’s exhaustion.

Seeing the lone guard pass her target, the changeling made her move. She crawled down the wall and approached the open window of the town hall. Inside, Mayor Mare sat behind her desk working by the light of a candle. Silver Tongue silently climbed into the window and, with a single flap of one of her insect-like wings, created enough of a breeze to extinguish the candle. The room was consumed by a near total black. The mayor swore, unaware of the peril she was in.

Silver Tongue, tracking her prey by emotion rather than by sight, snuck up on the blind mare. Secreting a glob of binding goo from the holes in her fore-legs, the changeling lunged. In a well rehearsed sequence, Silver Tongue knocked her victim off her feet, bound the mayor’s hooves and mouth, and bit the mare in the neck. Mayor Mare valiantly struggled against her assaulter, but to no avail. A mere twelve seconds after she was bit, the pony ceased struggling and went limp in the changelings grip.

The changeling knew that the pony was still conscious; her venom unfortunately had nothing that would cause unconsciousness. A quick application of her magic closed the mayor’s eyes and a layer of goo would keep them shut. Silver Tongue levitated the body into a closet and transformed into a perfect replica of her target. Grabbing the mayor’s house keys, she mentally signaled her partner to come and get the body before the Mayor’s office opened in the morning. Across Equestra, a similar scene played out for close to two hundred high-profile targets.

Stress hormones, adrenalin, and endorphins are wonderful things. They keep you sane under the most traumatic of events. They null the pain and keep your wits sharp until you can relax. Unfortunately, I was not high on the natural stuff. It seems that, though I can watch a scene through the eyes of my changelings, my brain does not release the hormones in the same way that it would if I was actually there. Basically, I was getting the raw, unfiltered memories of a war zone. That is all six senses for two people and no natural psychological defenses. While they would be shaken by the events, Nick and Klicka’s bodies were coursing with adrenalin while they were forming the memories, meaning that the battle would be harder to remember without adrenalin.

Had I been there myself, had I any personal experience with death, I think I would have been fine. Instead, I’m curled up in a ball on my bed, softly crying. Taruke, the changeling disguised as my next-door neighbor, Clark, was pounding at my magically sealed bedroom door. Cadance, having already met the man, must have let him at some point while I was… distracted.

Eventually, the live stream of memories turned to more mundane things as Klika and Nick escaped the city and I was left to pull myself together. <<Sir, I came as soon as I felt your distress,>> Taruke mentally said to me. The door opened as soon as I had released the magic and my guard walked in. <<Is it your daughter? Did something happen? If those fucking ponies did anything to our princess, I’ll murder them all myself!>> His fist was clenched so tightly that if his nails were any longer, they would have drawn blood.

With a sniffle, I replied, <<Chill, they are fine… now. I learned a valuable lesson today: never watch high-stress memories as they happen. Especially don’t watch them if they are about your daughter and best friend being in a war zone.>> Taruke visibly relaxed. He moved closer and sat down at the foot of my bed where I still lay. Though I did not know the man very well, the close proximity of someone our hive-mind called family brought me a sense of peace, and so I allowed it.

We stayed like that, silently, for a time. Eventually, my trance-like state was broken by the ringing of my smart phone. Without moving a muscle, I carried my phone to me in a aura of magic and placed it against my ear. “I thought you’d like to hear me again, Daddy,” Klika’s voice said through the speaker. My eyes watered tears of joy.

“Hello, my darling love-bug.”

“Rex, are you alright?” Cadance asked. That was the million dollar question, right there. Did I just get my war cherry popped? Yes. Did I just see my two most precious people caught in the crossfire of a live combat zone? Yes. Was I fundamentally changed by the experience? Probably. Was I alright?

I... don’t know. Maybe.

“Cadance…” I slowly began. I briefly considered my next course of action. As the sun set in my world, Chrysalis withdrew from Canterlot in their world. Technically, that meant that my contract to hold them prisoner was up. So long as I gave a few minutes warning, I could send my captives home as soon as I wanted. I do not know if it was the stress I had just faced or if I would have made this choice anyway. I spoke.

“Cadance, I… No… Princess Mi Amore Cadenza. Are you a goddess?” I asked after a moment’s hesitation.

“Well…” the alicorn reluctantly said, “yes. Though in terms of my world’s divinity, I am barely a step up from being just a mortal pony. I’m the goddess of love.” Twilight looked absolutely flabbergasted, possibly from never having seen Cadance as anything other than her foal sitter.

I kneeled down in front of the alicorn princess, bringing me to her eye level. Bowing my head, I said, “Forgive me, my lady, for I have sinned." I closed my eyes and spoke in a low voice, "Once, there was a greedy young boy named William who sought riches and adventure to satisfy the darkness in his heart. One day he dreamed of a leader, one of a far off land, and she dreamed of him. Through these dreams, they talked, learning of each other’s worlds. One day, William discovered that with a snap of his fingers, he could send objects to the leader and likewise from her to him.

“In time, the mysterious bond between them grew until one day, William awoke the gift of magic. He was the first living thing in his entire world to gain magic. Upon his near death brought by using his magic do defend his love, William was both blessed and cursed; his body was warped beyond recognition. However, he taught himself to use his emerald flames to hide himself, for he had become a changeling.

“His friends grew wary. Eventually, his best friend discovered his secret. To keep his secret, William inflicted his curse upon his friend, and his friend was changed. William was king, and his friend the first of his hive. Together, they lied, cheated, stole, and thrived.

“Then he found that his companion’s worthless rocks were actually valuable jewels. Then his heart grew greedier than a dragon’s. At that moment, he would have done anything for more of the precious stones.

“The leader asked for two things, and with all the power that came with the name of Hive King, he gave them.” I went silent for a moment.

Twilight, listening intently to my tale, asked, “What did she want?”

“First, she asked for a jail. What better prison it there than another world when you control the sole bridge? Then, she asked for war; the Hive King delivered war's tools.

“Cadance,” I said, looking her in the eyes for the first time since I had started talking, “I told you I knew you were coming, and that a lady in a dream told me.” I could see the gears turning in their heads, and then the realization of my words contorted their faces into looks of shock.

After sending my warning to Chrysalis, along with a warning to not be seen by the arrivals, I dropped the bombshell. As the last rays of the day’s sun crossed the horizon, my form was burned away by emerald flames. Black chitin replaced pale, freckled skin. Replacing the curly red hair was spiky blue-green hair topped with an organic crown. I opened my two-tone green eyes and looked Princess Cadance directly in the eye. I let them look at me for a moment, their toxic anger building with every second. When I thought I could stand no more, I bowed my head again. “Forgive me, my ladies, for I have sinned. I am Alvarium Rex, the king of the changelings, and through me…” I paused, interrupted by Chrysalis signaling me that she is ready for their arrival, “…Canterlot burns.”

With a snap of my fingers and a flash of light, they were gone.

Author's Notes:

*Ding* Have a chapter, the longest one to date. Also the most violent. Ponies actually died on paper this chapter. Tell me, is it Ok to keep the Teen rating, or should I upgrade it to M? Most likely, future chapters will not be as dark as this one. Though, I did have to alter the story tags to make it fit better.

I really like Rex's last lines in this chapter.

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A note on the characters:

When I first envisioned this chapter and, more importantly, Rex as a person, Rex took the siege of Canterlot in stride. He knew that he had helped his ally achieve her goals and that none of this fight would concern him. He would have smirked at Twilight and Cadance, knowing that there was nothing they could do about it. When it came time to send them home, he would have smashed any notions they had about his trustworthiness and sent them back poisoned.

Then I realized that that made him a real dick.

Enter this version, who believes himself to be my first version, but collapses due to the brunt of the memories he experiences. Fast forward and I see Rex as a person who detests killing and rationalizes his feelings as 'a waste of human resources.' I felt that Rex needed some humanity and restraint to make him a more well rounded character.

As for Nick, I see Nick as a natural born warrior (though I haven't had an opportunity to show it) with the exception of his Haemophobia (fear of blood).

I see Klika becoming this cute but sadistic and ax-crazy little girl.

Taruke, if I start to expand on him, feels like an over-zealous bruiser. He's kind of the big guy that swears to protect you with his life at the drop of a hat and is not above cold-blooded murder for his king's cause.

Silver Tongue and the other changelings in this chapter are one-scene wonders. I doubt that they will ever come back.

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Well, this chapter wreaked havoc with my feels as I wrote it.
To me, it is something like this:

I just hope it doesn't fall flat for you.

One more thing, who caught this?

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Just for reference, Rex got paid $1.2 million in precious stones (more than emeralds this time) to hold Cadance for 3-4 days and Twilight for just under 24 hours.

I see the changeling force in the battle of Canterlot involving 300-400 fighting changelings and 200-300 changelings, with this being about 6% of Chrysalis's entire hive (and therefore, the entire species). Chrysalis has approxamately 12,000 changelings at her disposal. Meanwhile, Equestria has a total population of 10-15 million. For a pre-industrial nation that spans an entire continent (see canon map), I feel that Equestria is doing pretty well.

In the battle, the death toll was heavily in favor of the changelings. 35 Dead changelings to 300 dead guards and 1200 slain civilians. Of course, the aim of the changelings was to injure with the weapons (which were actually their transformed fangs) and feed on their love.

Think about this: An army of faceless soldiers invades by surprise air-drop and starts killing indiscriminately with one-hit-kill weapons and magic, where each kill makes the invaders stronger. Simultaneously, each invader takes time to set fires and cause as much property damage as possible. Also, none of the changelings actually looked like changelings, they took the form of members of other races with Tron-inspired armor. Then there is the fact that the chain of command has been damaged in the upper levels, making coordinating the pony resistance a challenge.

I expect the psychological fallout to be tremendous.

Also, Rex never said that the person he was connected to was a changeling or a queen, only a leader and that it was a she. Given what Canterlot saw, the changelings are not very high on their enemies list.

Oh, and Changeling!Pinkie, Changeling!Flutters and Changeling!Rarity. They keep their original personalities, but now serve the hive over the sun and moon.

(Edited slightly on 3/2/2014)