Chapter Twenty-Six – Frostburn

Twilight was running through the plan for the umpteenth time, but Frostburn was hardly listening. With so much on his mind, he really didn't need something to try to focus on.

Mainly he was thinking of the voice. The so called "king".

Frostburn did not want to just jump into an offer from a voice in his head that he met in an alleyway. Yet, part of him yearned to accept the offer. If the voice was legitimate, this might be his one chance to control his powers. Then he would finally be able to be friends with the ponies currently around him.

"Frostburn!" Twilight said, interrupting his thoughts.

"What?" He asked.

"Where you even listening?" Twilight reprimanded. Her violet eyes glared at him, demanding an answer.

He sighed. "No. But I already know the plan forwards and back."

Twilight didn't seem happy about being ignored, but she decided to let it go. Shining Armor and Princess Cadence came into the room at that time to say goodbye. They would not be joining the Mane Six on their quest back to Canterlot.

Looking around, Frostburn analyzed his friends. Pinkie Pie was excited as always. Applejack appeared well rested and determined. Frostburn also noticed the last of her scars had faded, and her leg seemed back to normal as well. Fluttershy looked nervous to say the least. She was practically shaking, probably running through every scenario in her head of the plan going wrong. Twilight was talking to her brother and sister-in-law. She seemed hopeful.

Rarity kept a happy face, and every now and then glanced at him sideways. Their eyes met briefly but she turned away, hiding a grin. Frostburn also smiled.

Rainbow Dash seemed the least focused out of all of them, which was weird. Even in the short time he had known her, Frostburn had never seen Dash without a focused determination in her eye. Now she looked… conflicted.

"Okay everypony," Princess Cadence said. "Best of luck getting back to Canterlot. Shining and I will do everything we can here to keep the soldiers off your backs."

"And be careful." Shining Armor said, mainly to his sister. She smiled as he rubbed her head. Then she joined the rest of the group.

"Are ya ready for this, Sugarcube?" Applejack asked her. She nodded.

"As ready as I can be." Before she began the spell, Twilight looked around. "Okay everypony, once I start the spell you can't break formation or else you'll become visible again, got it?"

"We know Twilight." Pinkie Pie said. "You don't have to worry."

"Okay then, here I go." Twilight began to build up magic in her horn. It glowed a brilliant purple, and got brighter as the unicorn added more power. A lavender mist sprang out and encircled Twilight. The cloud expanded to encompass the rest of the Mane Six and Frostburn. He held his breath, not quite eager to breathe in the purple smoke. As the mist reached its apex, it solidified into a bubble like substance. Her spell complete, Twilight wobbled slightly, overtaxed.

"Are you okay?" Fluttershy asked. Twilight nodded.

"I'm fine, it just took a little more energy than I thought." The purple mare examined at her spell. "Looks good."

Frostburn looked over at Princess Cadence and Shining Armor. They still looked in the general direction of the ponies, but they couldn't seem to focus on any of them. He smiled, realizing they were now invisible.

"Okay, let's go." Applejack said. They moved in a formation, Twilight was in the center, because the cloaking spell moved as she did. Fluttershy was on her right, and Pinkie on her left. Applejack took the lead, having memorized a route to the train station. Frostburn was towards the back, between Rainbow Dash and Rarity.

Out the door of the Crystal Palace, Frostburn instantly began to worry that the cloaking spell would fail. Looking around, he realized that none of the crystal ponies, or patrolling soldiers, were taking notice of them.

"Oh boy, this is so cool!" Pinkie Pie practically screamed. A couple of crystal ponies turned their heads in their direction, confused.

"Shhhh!" Twilight said. "Invisible doesn't mean silent!" She whispered sternly.

"Sorry."

The purple mare led her friends at a quicker pace, attempting to get to the train station before they were compromised. Frostburn did his best to keep pace. Suddenly he got a weird feeling in the base of his skull.

"Frostburn!" The voice practically shouted in his head. He stumbled and nearly fell down in shock. Rarity and Rainbow Dash both looked him quizzically.

"I'm fine." He whispered lowly to them. They both returned their focus to navigating the Empire.

This isn't a good time. Frostburn thought inside his head. Apparently the king had heard him because he responded.

"You're in danger, Frostburn. You have to run now." The voice told him.

Don't worry, I know the guards are looking for me. I'm leaving now. He reassured the voice.

"It's not the guards you have to worry about." The voice warned him. "There are changelings coming."

Frostburn nearly did a double take. He had heard about the time the changelings had attempted to take over Canterlot. He had also heard rumors about them too. Fanged beast that resembled ponies, but bore insect-like wings, distorted heads, and bug eyes. The ice-blue pegasus shuddered at the thought of them.

How do you know there are changelings coming? Frostburn thought.

"I know everything that happens to the Crystal Empire. You need to run, now." Frostburn looked at the purple, bubble spell around him.

But I'm in a cloaking spell right now. They won't see me. He told the voice.

"They don't need to. Changelings have worse eyesight than bugs. They've adapted with an acute sense of smell, and I'm afraid these changelings have picked up your scent."

"What?!" He said out loud. Everypony turned to him.

"Frostburn, we need to be quiet!" Twilight said.

"Darling, what has gotten into you?" Rarity asked. The pressure in his skull faded quickly. The voice of the king was no longer with him. Six pairs of eyes were still staring at him though, demanding answers.

"I'm fine." He said. "But—"

"Ya don't look fine." Applejack said, cutting him off. He opened his mouth to respond, but before Frostburn could explain to them the danger, Pinkie Pie interjected.

"Hey, why are those ponies looking at us?" Everypony, including Frostburn turned forward and saw three crystal ponies in front of them. Their faces were twisted into angry scowls, and they were staring down the Mane Six and Frostburn. Right through the cloaking spell.

"They can see us?" Twilight asked incredulous.

"H-how?" Fluttershy stammered.

"There after me." Frostburn said. Before anyone could react, he leapt through the cloaking spell, the barrier shattering into purple dust when he made contact. He did not stop to wait for the Mane Six's reaction, instead Frostburn bolted for the nearest alley. Out of the corner of his eye, Frostburn saw two of the crystal ponies leap after him. One stayed behind to stall his friends.

Almost immediately the crystal ponies were at his heels. They hissed as he accelerated, keeping himself just out of their reach. From behind he heard shouts from the mares.

"Frostburn! What's going on?"

"Frosty wait!"

"Don't leave again!"

He shut his eyes and pressed forward, knowing that he had again abandoned his friends. It was worth it though; the majority of the changelings were after him. They could handle the one that chose to stay behind.

With the two changeling-crystal ponies right behind him, he sped into the alley and didn't look back.

-\-

"Frostburn!" Twilight called one last time before he vanished around the dark corner. The two crystal ponies were right behind them.

"What's going on!" Applejack called out. Twilight did not know what to say. She turned to the crystal pony in front of her.

"Why— " She began to ask. It cut her off with a vicious hiss noise. Twilight recoiled and backed up.

"Forget about that!" Rainbow Dash said. She launched herself into the air. "I'm going after Frostburn." She declared. Rainbow soared to the alleyway. Instantly, the crystal pony maneuvered in front of Dash. Twilight's eyes widened at the speed with which it moved. Dash halted in midflight before ramming into the crystal pony. To show its gratitude, the crystal pony smacked Dash across the face with its hoof. Twilight heard a cracking noise even from where she was standing. Fluttershy squeaked in fear.

"Hey!" Pinkie Pie said. "That wasn't very nice!" As a response, the crystal pony hissed again. Then an almost blinding flash of green light erupted from its body. Twilight along with her friends shielded their eyes with their hooves. The light died down a second later, revealing a snarling yet familiar gray fiend.

"Changeling!" Fluttershy cried in fear. Applejack reacted first. The orange farmer ran up to tackle the creature. The changeling sidestepped her easily and delivered an elbow jab to her side. AJ went down and mumbled something incoherent. Twilight gasped.

"You brute!" Rarity screamed. "I have had enough of you!"

"And I will never invite you to one of my parties!" Pinkie Pie added. The gray changeling hissed and charged at both of them.

The white unicorn's horn ignited to a soft blue hue and fired a magical bolt of energy at the changeling. It hadn't foreseen that and the bolt struck him across the face. The gray fiend slumped down unconscious. Rarity immediately ran to help Applejack up, while Pinkie did the same with Rainbow Dash.

"Twilight, are you okay?" Fluttershy asked her. The lavender mare realized she had been frozen in place during the entire scuffle, and had done nothing to help.

"I-I'm fine Fluttershy. It's just that…" Twilight tried to put her thoughts to words. "Frostburn seemed to know that it was a changeling, or at least seemed to have some idea of what's going on." The violet unicorn said, indicating the unconscious beast.

Rainbow Dash and Rarity had not heard her. The two were already neck and neck, running towards the alley Frostburn had disappeared behind. Applejack looked at her. "Ah guess will hafta ask 'im 'bout it when we catch up to 'im." The orange farmer said. Twilight nodded and the four all ran to catch up to the cyan pegasus and the white unicorn.

-\-

As Frostburn rounded another corner in the alleyway, the two changelings behind him, he flashed back to that night three years ago. Manehatten. Switchblade and Trench right behind him. He blinked and the memories vanished. The present however was still occurring, and he had to escape yet again. Only this time, he was determined not to use his power.

Behind him, hisses from the changelings, still in their crystal pony form, were running just as fast as he was. His lead was shrinking rather rapidly. Up ahead, there was a choice of two alleyways to go down. It was coming up fast, so Frostburn made a split second decision and turned left.

It was a dead end.

A bucking dead end.

Frostburn screamed in frustration. Behind him, the sound of hoofsteps came and then stopped. He turned and saw the crystal ponies right in front of him. His wings twitched, but he held them firmly in place. "Well?" He asked, breathing heavily. "Aren't you going to show me what you really look like?" They emitted a low growling sound. The changeling that had taken the form of a red crystal mare suddenly spoke in a rasping voice.

"Prepare to die." It said. The red mare charged at him, but Frostburn was ready. He had lived on the streets for years, and had been in enough scraps to know how to fight.

As the red mare raised a hoof to strike him, he blocked the attack with his foreleg and delivered a quick blow to its stomach. The changeling stumbled back in shock. The other crystal pony – an indigo stallion that was twice his size – brought his hoof around for a haymaker. Frostburn was faster with an uppercut to its jaw. The changeling recoiled. Seizing the advantage, the blue pegasus kicked the changeling onto the ground.

Leaning over the changeling, Frostburn prepared to punch it in the face. Suddenly, there was a burst of green light. It lasted a single instant, and then Frostburn could see again. Now, instead of an indigo colored, crystal stallion, lying on the ground below Frostburn was a scared looking Rainbow Dash. The red-maned pegasus froze up. He knew it was a changeling he was facing, not the real Dash, but he couldn't help it. Frostburn lowered his hoof.

The changeling gave an evil grin with Dash's face, and then punched him in the stomach. He reeled to the side, before a white hoof crashed into his face. He looked and saw the other changeling now wore Rarity's face. How did they know? He thought.

The Rarity and Rainbow Dash changelings both began to attack him. One aimed high, the other low. Frostburn backed up as their hooves went flying. Occasionally he could block one or two blows but the majority struck him in the face and body. The changelings spoke during the barrage.

"We never did like you, Frostburn." The Rarity changeling said, with her voice! It punched him in the stomach.

"Nopony did. We only pretended so you wouldn't roast us alive!" The Rainbow changeling said, mimicking the cyan pegasus' voice. It delivered a haymaker across his face. Frostburn blocked the next attack, but then felt two hooves slam into his ribs. He couldn't bring himself to fight back. Not while they looked like…

Frostburn felt his back on the wall. There was no room left to go, he was cornered. Both smiled villainously. "I'm going to enjoy eradicating you, darling." Rarity/changeling said.

"We're actually doing Equestria a favor." Rainbow/changeling said. Both raised their hooves. Frostburn shut his eyes and braced for the worst.

"Don't listen to them Frostburn!" Rainbow Dash's voice said. His eyes snapped open. At the alley's opening he saw Rainbow Dash and Rarity. The real Rainbow Dash and Rarity. He hoped. The changeling duplicates looked very surprised.

The real Rainbow Dash flew forward so fast, she left a rainbow trail behind her. She slammed into the Rarity changeling and drove it into the wall. The real Rarity fired a melee of magical bolts, all hitting the Rainbow Dash changeling. Frostburn would have been impressed, if his two friends didn't appear to be enjoying it.

Finally, the two changelings slumped down unconscious. They were also no longer able to hold their false forms, and zapped back to their real selves. For the first time, Frostburn got to see them for who they were. The fiends were everything he thought they would be and worse.

"Thanks girls." He said.

"Are you—" Rainbow started. Twilight Sparkle cut her off.

"Guys!" She screamed from the fringes of the alley entrance, along with the remainder of the Mane Six.

"Don't worry darling, we took care of the changelings, see?" Rarity said.

"It's not that!" Fluttershy said, shaking. "Look in the sky." All three craned their heads upward.

The sky was filled with hundreds of little black specks. Observing them closer Frostburn realized what they were. Changelings. And they were all heading straight for the Crystal Empire. Next Chapter: The Empire Strikes Back Estimated time remaining: 51 Minutes