Chapter Twenty-Seven – Rarity

The white unicorn stared up into the sky in blatant horror. There wasn't much else on her mind. Just. Blatant. Horror.

Rainbow Dash and Frostburn had the same idea as her. Dash had allowed her jaw to go slack. Frostburn's eyes were extremely wide.

"We need to go, now." The blue pegasus said. Quickly, but not quick enough, the Mane Six began to snap out of their trances.

"We can't just leave." Applejack said. "The Crystal ponies could need our help!"

"I think Frostburn is right." Rarity said, taking his side. "Besides, there are lots of guards in the Empire right now, everypony should be fine."

High-pitched screaming from the panic of hundreds of ponies suddenly rang out, amplified by the narrow alleys. The Mane Six, along with Frostburn, all immediately began running. Though they hadn't yet decided what to do, they all knew that staying in the alleys was not the best idea.

Unlike Rarity's journey into the alleyways, which was full of twists and turns just trying to keep up with Rainbow Dash, this was a straight beeline for the streets. While it was much quicker, Rarity and her friends arrived almost too late.

The changelings that were in the skies had already landed and begun terrorizing the crystal ponies. Instead of merely attacking ponies like they had during the invasion at the Canterlot Wedding, these changelings seemed to be targeting property as well. The greyish, bug-like beasts had begun ransacking homes and business, as well as attacking innocent ponies. It was horrid.

Not far away, there was a group of crystal guards fending off several of the invading changelings. They were putting up a valiant effort, but were soon overwhelmed by the sheer numbers of the changelings. One of the changelings noticed the Mane Six and Frostburn. It screeched and charged at them.

Applejack reacted faster than anypony else, turning and kicking the changeling in a way she would normally buck apple trees. Her hooves struck the changeling across the face and it tumbled down on the ground.

"Are you okay?" Fluttershy asked the orange Earth pony.

"Ah'm fine." Applejack said. She looked towards the guards, still trying to fend off the onslaught of monsters. "Ah still think we should help them!" AJ declared.

"Look, I don't want to leave the Crystal Empire to fight off this invasion itself, but we won't make much of a difference without the Elements of Harmony, and those are back in Canterlot." Twilight said, wearily. Applejack grunted, but seemingly admitted defeat.

"Maybe we should split up." Rainbow Dash said, hovering herself closer to Frostburn. "If we walk around like this then we're a huge target."

"That might–" Twilight started. She was cut off by two more changelings rushing towards them, each releasing hellish screams. Everypony dove out of the way.

One changeling went directly for AJ, trying to pin her to the ground. The orange farmer struggled against the strength of the beast, until Twilight managed a purple magical bolt at the changeling, managing to knock it off her friend.

As they grappled with that changeling, the other turned its focus to Frostburn's direction. Fluttershy shrunk back in fear as the changeling charged. While Frostburn looked ready to attack, Rarity thought it would be a good time to impress him, and struck the changeling mid-rush with a magical bolt of her own. The monster flew back and crashed into Rainbow Dash, who had ended up further away from Frostburn.

"Hey, watch it!" Rainbow called. Rarity cringed, realizing that she had probably stretched their already tenuous relationship.

"Sorry!" She called as Dash wrestled with the changeling. Frostburn looked at her.

"Thanks." He whispered. Rarity felt herself blush slightly. Dash finished knocking the changeling unconscious. AJ had also finished up with hers.

"We can't stay out in the open like this!" Twilight said. "Let's go now!"

"We've got company!" Pinkie said, probably utilizing her Pinkie Sense, because Rarity couldn't see what the party pony was indicating. Suddenly, a large number of changelings began pouring out from buildings, alleys, and around corners. They were heading for the Mane Six and Frostburn.

"Split up!" Twilight called out. She and Applejack ran off to the right, continuing on the path to the train station. Several changelings went after them.

Frostburn suddenly grabbed Rarity's hoof – making her blush even more – and began running out of the path of the changeling mob. Rarity glanced back and saw Rainbow Dash looking at her somewhat angrily as she was led the other way by Pinkie and Fluttershy. As much as Rarity wanted everything to be normal between them, she couldn't resist a wry smile in the cyan pegasus' direction.

"Do you know where we're going?" Rarity asked Frostburn, while at the same time picking up her pace so he didn't have to drag her.

"No." Frostburn replied worriedly. "I have no idea where the train station is!"

They raced through the Crystal Empire aimlessly, and Rarity noticed that even though he didn't have to, Frostburn still held onto her hoof.

-\-

"Twilight, look out!" AJ said. The purple unicorn barely had enough time to duck before a changeling leapt out from the nearby alley. Applejack gave it a swift kick to the face before it could do any damage.

"Ya'll all right?" the orange farmer asked her friend. Twilight nodded, breathing very heavily. Applejack furrowed her eyebrows, wondering why Twilight would be breathing so heavily when they had only been running for a little while. She couldn't ask that question though, the two friends had to keep moving.

As they ran through the battlefield that was once the Crystal Empire, Applejack saw countless crystal ponies being terrorized by changelings. She had to fight off the urge to help each one of them, though her stubborn nature was getting the better of her.

"Twi, Ah can't keep doin' this." Applejack said to her friend. An exhausted looking Twilight glanced at her.

"Doing what?" She said, each breath labored.

"Ah can't keep ignorin' the crystal ponies. They need our help!" AJ stated.

"Applejack… I know you want to help, but… we have to… we have to…" Twilight collapsed on the ground.

"Twilight!" Applejack exclaimed. She bent down to pick up her friend. Twilight's lavender coat was very pale. "Somethings wrong with ya, Ah know it."

"I'm just… so tired…" Twilight said. "That cloaking spell was… more than I should have tried to do." Applejack lifted up the frail unicorn, placing her gently so she was lying down on the farmer's back.

"Ah'll get ya to the train, don't worry." Applejack said. She began to move through the Crystal Empire, slower and more cautious than before. The farmer was wary one of her best friends was on her back, and not doing so well.

Having to move slower through Empire, occasionally needing to dodge the vision of changelings, Applejack was forced to take in even more of the destruction on a more detailed level. It sickened her that she could do nothing to help.

A sienna-colored crystal pony came running up to AJ. The orange farmer almost didn't see her in time and nearly knocked her down.

"Sorry ma'm, Ah…" Applejack started.

"Please, you have to help me!" The crystal mare screamed. "They have my baby!"

"What?" Applejack said in a dull rage. She gave a quick look around to make sure the coast was relatively clear. "Ma'm, Ah'll do whatever Ah can to help ya." She said, ignoring the protesting moans from Twilight, who was slipping out of consciousness.

"Thank you!" The sienna mare said. She led Applejack to a nearby building. "They have him in there!" She said. Applejack straightened her hat, and barged through the door, knocking it off its hinges in the process.

The building was poorly lit only a single gas lamp burning in the center. Applejack could tell the entire place was empty.

"Uh, Ma'm?" She said, turning back to the doorway. The sienna mare was blocking the exit, flanked by two changelings. In a blinding flash of light the crystal pony transformed into an monster identical to the ones on it's sides.

"You aren't all that smart, are you?" The changeling cackled.

"Shoot." Applejack said, realizing the trickery too late. The changelings began to move on her, keeping her from reaching the door at the same time. She backed up as the changelings slowly walked forward, savoring their apparent victory.

"Hold on Twi." Applejack said, unsure if her friend was still awake or if she had passed out. Applejack reached the middle of the room. Faster than the changelings could react, she grabbed the gas lamp and smashed it into the nearest one's face.

It screamed as the lamp broke open, and the fire sprang free onto his coat. The other two were surprised, and Applejack wasted no time. She ran right passed the changeling she had set on fire and out the open doorway.

Applejack ran right for the train station, not even looking at the bloodbath around her. She didn't stop to help again.

-\-

Fluttershy covered her eyes with her hoof as Rainbow Dash snapped the foreleg of yet another changeling. She wished she could also cover her ears as it screamed in pain. When the yellow pegasus heard it's body hit the ground, she opened her eyes again. The changeling was crying from sheer pain.

"Come on Fluttershy, we've got to go." Dash said with trace amounts of annoyance in her tone.

"Sorry." She whispered and picked up the pace to catch Rainbow and Pinkie. Fluttershy knew that the situation was dire, but it seemed as if Rainbow Dash was being unnecessarily cruel to the changelings. Fluttershy was well aware that the changelings were evil, but she couldn't condone that much violence towards them. At every opportunity she got, Dash would break the bones of the changelings or some other form of long-term damage.

They stayed close to the buildings, practically hugging the structures as they maneuvered through the Empire.

"My knees are pinchy." Pinkie said, using her sixth sense to locate surprise changelings.

"Where's it coming from?" Dash asked. Pinkie pointed to the window of the house in front of them. The cyan pegasus calmly walked up to the window, and a changeling burst right through. Dash, with the help of Pinkie premonition, anticipated it, and clocked the changeling in its windpipe.

Fluttershy squeaked in fear. Dash put the changeling in a headlock and prepared to snap its neck. Fluttershy couldn't take it anymore.

"Dash stop!" She said firmly. Rainbow Dash looked up for a moment, confused.

"What are you talking about, Fluttershy? These things are the enemy!" Dash declared, tightening her headlock on the changeling, making the poor creature squeak in pain.

"I know he's not innocent, but you shouldn't kill him." Fluttershy said.

"Him? It's an it, Fluttershy." Dash stated. The changeling whimpered.

"I'm going to side with Fluttershy on this one." Pinkie Pie said, stepping closer to the yellow pegasus. "You are being a tinsey winsey bit mean, Dashie."

"I don't care." Dash said, her eyes screaming hatred. "These things need to be dealt with." Her muscles tensed as she prepared to rip off it's head.

"No!" Fluttershy said. Then, the yellow pegasus did something even she didn't expect. She used The Stare on Rainbow Dash.

The effect was immediate. Rainbow fell into a deep trance. Her body relaxed, all tension fading. Her forelegs, a moment earlier ready to snap the neck of the changeling, went limp. The poor changeling seized his opportunity and ran off, whimpering.

Fluttershy released her hold on Dash when she noticed the changeling was gone. The yellow pegasus was appalled at what she had just done.

"R-Rainbow?" She asked tentatively, unsure how her friend would react to what just happened. The cyan pegasus shook her head, trying to collect herself after being on the receiving end of a Stare.

"Fluttershy, what did you do to me?" She asked, rubbing her eyes.

The yellow pegasus felt tears well up in her eyes. "Oh Rainbow, I'm so sorry. I don't know what came over me. I just… I couldn't stand to see anypony hurt, even if it was a changeling."

Rainbow Dash was silent for a moment. "It's okay Fluttershy. I forgive you."

"Really?" Fluttershy asked, the tears receding.

"Yeah. I shouldn't have done that. Or tried to anyways." The rainbow-maned pegasus mumbled.

"Okie Dokie Lokie!" Pinkie Pie said, drawing both friends into a sort of awkward hug. Any leftover tension was quickly diffused as both Fluttershy and Rainbow Dash returned the hug.

"Come on, we've still got to get to the train station." Dash said. She started trotting down the same path they had been taking, Pinkie and Fluttershy close behind.

Despite their reconciliation, the yellow pegasus was still uneasy. Something had changed in Rainbow Dash recently. It seemed whenever she was away from Frostburn, she was angrier and more distant. It was like the real Rainbow Dash had left and the cyan pony they had been talking to was somepony else entirely. Fluttershy hoped her friend would come back soon.

-\-

As best Rarity could tell, the train station was only two blocks away from them. The only foreseeable problem is that the path to the train station was blocked by the largest battle in the Crystal Empire.

The white unicorn, along with the blue pegasus, stood several feet away from the battle. Rarity was temporarily stunned as she watched what was unfolding before her.

Guards from both the Crystal Empire and Canterlot were wildly swinging their weapons at the oncoming changelings. It was almost like a sea of those monsters had set forth against the soldiers. Their swords and spears made little impact in during the battle. For every changeling they defeated, three more rose up to continue the fight. The guards themselves had no reinforcements.

"We have to help them." Rarity said. As much as she wanted to get on the train and to safety, she couldn't ignore the massacre in front of her.

"What can we do?" Frostburn asked with a note of hopelessness. "The only way to take all of them out would for me to…"

"Right." Rarity said, wordlessly filling in the blank. That was not an option, no matter what.

"You!" A voice rang out over the shouts. Turning around to face the voice, Rarity saw the last pony she wanted to see. Sergeant Swift Sword.

The soldier pony looked like he had seen more than his share of the battle. Specks of blood dotted his light brown mane, while there were scrapes and cuts on any part of him that wasn't armored.

"You know that guy?" Frostburn whispered to her.

"Hardly. That's Swift Sword." She whispered back.

"Oh buck."

The Sergeant ran forward at them, his sword pointed at Frostburn. The blue pegasus' eyes widened in fear.

"Wait!" Rarity screamed, stepping in front of the Sergeant.

"Move out of my way." Swift Sword said angrily. "This outlaw needs to be dealt with."

"That's really what your concerned about?" Rarity screamed at him. The dark brown pony blinked.

Coming to her aid, Frostburn added. "They need your help right now, Sarge." He pointed to the ponies being overwhelmed by changelings. There was a tense pause. Then the Sergeant lowered his sword out of Rarity's direction. The white unicorn allowed herself to breathe again.

"All right." Swift Sword. He stared down Frostburn. "But this isn't over."

"Didn't think so." He responded. The Sergeant pushed passed the two of them, and released a war cry – Rarity guessed it was supposed to be fierce but it came out as ridiculous – and ran toward the melee to help the soldiers.

"Come on!" Frostburn said, grabbing Rarity's hoof again. She blushed, but kept his pace as they circled around the brutal brawl. The train station was in view now. The two ran without looking back. Next Chapter: Strangers on a Train Estimated time remaining: 39 Minutes