Fluttershy should have been happy. She was getting out of the palace, getting to see her friends! She was going to see everypony she missed again! Twilight, Applejack, Rainbow, Rarity…that was nice! Wasn’t it?

So why did she keep looking over her shoulder, back to the tunnel’s entrance? Was it the hatchlings? She bit her lip, took another peek into the dark tunnel behind her. Yes, something was telling her that something was terribly wrong back there.

She sighed, turning away. Yes, something was terribly wrong. Switch was back there. And he was going to wake up all alone, and nopony was going to help him. And nopony was going to make sure he got a glass of water while he helped the hatchlings back to sleep either. And nopony was going to tell him everything was going to be fine…

She sniffled a little more, still maintaining her pace with the stallions. That had to be it. She was just worried about Switch, which was silly. The hatchlings were safe, Twilight had said so, and she trusted Twilight about as far as she could possibly trust anypony.

“We should stop here,” the stallion in the “MY NAME IS STU” t-shirt said. “It’s still a long ways back.”

He was met with nods of assent. Fluttershy sighed, taking a seat on the cavern floor. She let her breath out in a long, drawn-out way, wrapping her wings around herself for some warmth. Oddly enough, her wings suddenly didn’t feel as warm as she remembered them. Not like his…

“Miss?” She looked up. The stallion in suspenders was standing there, holding up a thermos and a steaming mug of hot chocolate.

“Oh, thank you,” she whispered gratefully, sipping from the mug. “Where did you get this?”

He just smiled warmly at her. “S’my job to have a drink on hoof whenever anypony needs it,” he replied. “Wouldn’t be a good bartender if I didn’t.”

“Well, thank you,” she nodded, offering him a small smile.

“My pleasure, ma’am,” he insisted, grinning with a snap of his suspenders. “It’s a job, is all.”

She nodded at that. “I get that. My job has always been taking care of others who can’t really help themselves.”

“A noble pursuit!” He enthused. “I see the bugs figured you were a good choice for babysittin’ then, huh?”

“Yeah…” she trailed off, looking away. “It was…really nice, actually.”

“Can’t imagine doing anything for the bugs could be nice,” Stu snorted. “But I guess lookin’ over a bunch of little ones couldn’t be too bad.”

“It wasn’t,” she whispered, looking forlornly back into the tunnel. That feeling of something wrong wouldn’t go away. “It really wasn’t.”

Seeing Fluttershy’s ears fold low and her wings rustle, the mood fell immediately. Whispers of “Stocksholm Syndrome” began anew. At the very least, it stopped the talking and gave her some quiet, for which she was grateful. She turned to look down the tunnel again, and her ear perked with a thought.

“Ummm...excuse me?” She asked the group, her usually-quiet voice booming in the silence. “I’m sorry, but I was wondering what the plan would be if the changelings followed us?”

At that, Stu grinned. “Well ma’am, your smarty-pants friend back there had that all figured out. While we got this tunnel dug, she enchanted the supports t’go off with just a basic spell. Any ol’ unicorn could collapse the whole thing down!”

“Oh! Yes, that does sound like something Twilight would come up with,” she smiled pleasantly, only for the smile to fade as she scanned the crowd and noticed a distinct lack of horns. “Ummm…don’t you need a unicorn for that, then?”

“Of course we do!” Stu scoffed. “She may have a few screws loose upstairs, but we got Petalgrown for that!”

Fluttershy’s eyes widened as it hit her. Her stomach dropped.

Petalgrown. The mare with the hateful gaze, who’d looked upon the hatchlings the same way one would look upon a puddle of bear vomit. Had Fluttershy seen her at all since they’d left the nursery? Had anypony?

“Hey, that’s a good point,” a voice piped up, seemingly oblivious to the panicked heaving shaking Fluttershy’s frame. “Where is Petalgrown?”

“Ummm…shit, anypony put eyes on her recently?” Someone else piped up.

The confused looks and questioning eyes scanning around were all the answer Fluttershy needed. Petalgrown had vanished, likely of her own accord, seeing to it that they weren’t being chased by a battalion of changelings.

“We have to go back,” she said quickly, trying to suppress the sinking feeling in her heart.

“Wait, what!?” Stu gasped, bolting up. “We’re already halfway to the warehouse!”

“Yeah, and I’m allergic to being imprisoned in changeling goop for all time, so…” another stallion piped up.

“I have irritable bowel syndrome.”

Fluttershy bit her lip, her gaze trailing back up the tunnel. Back up to where a whole group of hatchlings lay, totally defenseless, unable to even wake up as a madmare did who-knows-what to them—

She turned on the group, teeth clenching, eyes hard. “We are going back there and making sure every one of those little angels is okay, and so help me if any of you try to stop us I will tear your balls off and turn them into bonnets for those little hatchlings!”

That got the stallions moving. “Halfway there just means we’re also halfway back, right!?” Stu gasped.

“I guess an eternity held captive in changeling goop doesn’t sound too bad!” Another piped up.

“I just pooped.”

Nodding confidently, Fluttershy led her small army back through the tunnels, back towards the palace. Their hooves slowly picked up the pace as she did, eventually leading to a full-on gallop until a small splotch of color appeared in front of them.

Petalgrown approached at a leisurely pace, as if she were enjoying an afternoon trot through a park. The sight only made Fluttershy gallop harder. “What’re you all doing back here?” Petalgrown asked, eyes widening as they approached.

Fluttershy just paused in front of her, gasping for breath. “Where were you!?” She blurted.

Petalgrown’s shock gave way to that neutral, calculating frown. “Who wants to know?”

Nonplussed, Fluttershy reared up until they were practically muzzle-to-muzzle and she was glaring into the other mare’s eyes. “Me.” She hissed.

Of course, that close, their eyes boring into one another, Fluttershy was able to detect even the faintest scent on Petalgrown’s coat. And the result made her shrink back. She shook her head. No…no, nopony could be that evil…she couldn’t have…

That notion was dismissed as she gazed back into Petalgrown’s eyes and saw the cold impassiveness in them. She shook her head. “What did you do?” She asked, her voice little more than a harsh whisper.

Petalgrown just stood there, staring back.

Again, Fluttershy reared up, glaring into her eyes. “What did you do!?”

Petalgrown sneered. “What I had to so another generation of those monsters wouldn’t be—“

That was all she managed to get out before Fluttershy simply bowled her over, running her down like a stagecoach with broken steering. She kept moving, hooves pumping, heart racing, and not just because of the exercise. Behind her, the stallions called for her to wait, but she refused, even when there was a loud zap, followed by a massive cracking and shifting sound from above her. Too late, she remembered what the stallions had said about Twilight’s contingency plan for ensuring they could not be followed.

The roof rumbled. The ground shook. Fluttershy kept up at a dead gallop, even as fearful tears started running down her cheeks, and soon she was rewarded with the flickering of flames up ahead. Her heartrate quickened. “Swiiiiiitch!” She screamed as the air filled with smoke and the roar from the ceiling above her. She scrambled up to the nursery, the roof caving in just behind her, fanning a furious windstorm up through the tunnel and past her until it billowed her mane up. Coughing with the dust, Fluttershy threw herself at the tunnel entrance and pulled herself up into a firestorm. Immediately, her hooves weakened against the intense heat. She coughed, even as her eyes widened in fear at the sight of the nursery.

Fire lined the room, blazing along the seams, lapping up the multicolored wallpaper and burning along the seams. A sheet of fire had devoured the curtains and was now licking at the ceiling. Little flecks of burning fabric had rained down all around the hatchlings under the window, who stirred and fidgeted but could do little else under Twilight’s sleep spell. Huffing in a panic, and breathing in more fumes in the process, Fluttershy scrambled for that group first, hurriedly taking them into her rapidly-weakening hooves.

“I-it’s okay…” she choked out between coughs. “It’s all gonna be okay…gonna…” her head swooned. Sweat beaded along her forehead. She turned to the closed door, barely visible in the smoke, and started making her way towards it. Her head felt all fuzzy, and it was only now she realized she was suffocating, likely poisoned by the fumes off whatever was burning. A coughing jag wracked her body as she stumbled towards the door, she had to—

Her hoof tripped over something. Twisting on reflex, she landed on her back, sparing the hatchlings. Her head spun again, but she managed to look up at what she’d fallen over. Switch’s massive, scarred head lolled to the side behind her. Tears filled her already-bleary eyes. “I-I’ll be back,” she hacked, now scooting on her back towards the door.

After what felt like an eternity, her head brushed against the wood of the door. Still gasping desperately, she poured every ounce of will left in her body to force herself up, reach up with a hoof, and throw it against the handle. It bounced off once. Then twice. With a desperate cry, she wrenched the handle in her grasp, finally tumbling outside into the fresh air.

She laid there for a second, the cold crystal feeling like a blessing against her face. She gasped in blessed, cool relief, her chest rising and falling. Her lungs howled with agony, and she let out a series of throaty coughs. Finally, when a little strength had returned, she shoved the small bunch of hatchlings she’d managed to save out into the hallway, further away from the door, and turned to drag herself back in.

“Switch!” She rasped, coughing as she fell against one of the cribs. Almost unconsciously, she reached down into the small cradle, scooping up the hatchling within. Gasping, knowing she was dragging in more fumes with each desperate breath and not being able to help herself, she stumbled over, almost tripping over the unconscious changeling a second time.

“Switch…” she whispered, pulling herself against the big changeling. He didn’t even stir, instead laying there, the combination of fumes and Twilight’s knockout spell doing the trick. She sobbed, tugged at one massive shoulder, and knew just from that tentative little tug that she was far too weak to drag him to safety. Even if she hadn’t spent the last few minutes breathing in toxic fumes, she wouldn’t be able to do anything for him.

Still, she tugged desperately, even as fire leapt at her and singed her mane, burning her coat. She moaned, repeatedly pulling at him like a filly whose favorite teddy had been caught in a locked door with maybe half the strength. Finally, her grip failed and she fell on her flank against one of the cribs.

Fluttershy gazed back at Switch and choked out a sob. “I’m sorry…” she whispered. “I’m sorry I wasn’t strong enough.” Her next thought was to at least get this hatchling to safety, but as she looked over her shoulder, the door seemed an impossible distance away. Her hooves failed to obey her when she commanded them to bring her to the gaping doorway. Another sob escaped her throat. Safety was so close, but she just didn’t have the strength.

A headache pounded behind her eyes. Her muscles ached. Her throat burned. She’d never been this thirsty or this tired in her life. Tears left trails of wet yellow amidst the soot on her cheeks. “I wasn’t…wasn’t strong…” she sighed as sleep overtook her and her eyes drifted shut for what she knew would be the last time.

And then ten feet of pure robotic party-starting power dove into the room and scooped her up in its arms.

Pinkie Pie knew just three things in that moment: that her friend and a bunch of kids were in danger, that they were all being hunted by a bunch of changelings acting as an encroaching timer, and that the mitochondria was the powerhouse of the cell.

“Thank you, Equestrian public schooling,” she mused as she worked the pulley to her side, forcing the massive robotic arm to scoop her friend up.

Fluttershy coughed in her grip, gazing up at the slat Pinkie was peering through, then down at the trio of balloons painted alongside the barrel of one of her arms. “Puh-Pinkie?” The pegasus moaned.

“Hey Flutters,” Pinkie giggled, waving out the small flicker of fire at the end of one of Fluttershy’s rosette curl using the robot’s party-cannon-hand. “You know, when ponies say a party’s gonna be ‘lit,’ it’s not meant to be literal, right?”

Fluttershy managed another weak cough, mixed with a giggle, which apparently took the last of her strength as she promptly passed out.

Sighing, Pinkie peered through the smoke, squinting at the black object at her ‘bot’s feet. Her eyes lit up when she realized what it was. “Switchy!” She gasped, scooping the changeling up in her other arm. “Aww, you went off to dreamland to be with Baity, didntcha? You’re such…such good friends…”

Her voice wavered near the end of that statement, and she wiped at her nose with a sniffle. “Gonna miss you guys,” she mumbled as she turned back for the door, just as the rest of her friends stormed in.

Twilight took a single look at the flames racing throughout the nursery, gazed down at the hatchlings currently resting under her spell, and barely even hesitated. Her horn ignited, and moments later, a loud series of shrieks and wails filled the air as the hatchlings awoke from her spell. “Everypony, follow the wails!” She screamed. “Grab a baby and get them out!”

“Ohmygosh ohmygosh ohmygosh…” Rainbow Dash gasped, taking to the air, only to sink immediately, coughing. “Ugh, what’s with these fumes!?”

“Gonna need some sorta protection Dashe,” Pinkie said as she walked out the door. “I’m getting lightheaded myself!”

“Just stay on the ground and grab whatcha can,” Applejack shouted, throwing hatchlings onto her back as fast as she could. “We ain’t got time for nothin’ else!”

“Twilight dear,” Rarity said, a couple more hatchlings lifted in her magic, “Could you perhaps aid us in this somehow?”

“Oh yeah…” Twilight said, her horn flickering as she puffed her cheeks out. She exhaled, huffed, and finally a group of lilac bubbles appeared around everypony’s heads, even Pinkie within her giant robot. “There! Instant air filters!”

“Thank you,” Rarity said as another batch of hatchlings hovered into the hallway outside, floating beside Rainbow Dash and Applejack, who carried another group out by hoof.

“Alright,” Rainbow said, swooping out with another batch of wailing hatchlings. “I think we just about got ‘em all.”

“I don’t hear any more crying,” Twilight said, looking carefully over every cradle, scanning each one for any sign of an infant that just wasn’t crying out for them. She turned back to the others, beaming widely. “I think that’s it! We got ‘em all!”

Of course, over the roar of the flames and the natural muffling qualities of the bubble around her head, she couldn’t be blamed for not hearing the loud roar above her, even as a huge chunk of ceiling came crashing down on her head. One moment, the lilac unicorn was standing there, and the next in her place was a massive slab of crystal next to a pile of shattered wood that used to be a crib.

“TWILIGHT!” The friends all cried in horror, springing into action. Applejack and Rainbow Dash were the first, bracing their hooves and all the athletic might in their bodies against the slab, followed by the glow of Rarity’s magic.

“Harder!” Rainbow Dash gasped, her voice already scratchier than usual without Twilight’s bubble. “Harder, dangit!”

“I’m liftin’ as hard as I can!” Applejack spat.

“Pardon me if I’m a mare of finesse, not brute force!” Rarity said, her magic flickering as they tried to budge the humongous block.

“PERHAPS I CAN BE OF ASSISTANCE!?” Pinkie called, her massive robotic form stepping over Rarity, her party cannons bracing under the edge of the block. The ponies all blinked in surprise, as if they’d just now remembered that they had a giant robot made out of pulleys and Pink helping them, then they immediately set back to work, throwing all their might into moving the massive block. To their immense relief, it slowly began to grind into the air.

“It’s…working…” Pinkie gasped through gritted teeth.

“Keep it up!” Applejack screamed, her muscles straining through her coat as she worked to force the block up and over her head, every breath coming almost as a relief as it forced the block up a little higher, even while the air burned her lungs and filled her head with fuzzy darkness.

Sweat beat down Pinkie’s forehead as she strained with the levers in her hooves. Before long, she could make out a tip of a purple hoof, then a leg, and of course, a starburst cutie mark. A grin played across her muzzle. “I see her!” She gasped.

The strain grew that much more as Rarity’s magic left the block, instead wrapping around Twilight’s exposed leg and dragging her free. The moment the unconscious unicorn was clear, Applejack and Rainbow Dash fell back, their bodies spent, their breath wheezing and hacking. Of course, without the extra help, the block came crashing down, right on top of the party cannons making up Pinkie’s robot arms.

“Ahhhhhh!” She screamed, her chest burning with each breath. “My hoooooooovvvees! My hooves are stuck! I’m gonna diiiieee! I’m gonna hafta cut ‘em off to escaaaape! Oh Celestia above I’m not ready for James Franco to make a movie about me!”

“Pinkie!” Rarity shouted with a glare, breathing heavily, even as coughing jags rocked her little marshmallow frame. “The robot’s arms…are trapped…not yours!”

“Oh, yeah.” She giggled, slipping out of the escape hatch beneath the robot’s body and sliding down one bent leg. She skid along the tile to join her friends. The group all smiled in relief, even as another series of cracks raced across the ceiling.

“Time to go,” Dash wheezed, and they all galloped out the door, sliding into the hallway among the crying hatchlings with Twilight’s unconscious body carried between them. A split second later, the ceiling gave way with a roar, followed by the crash of the floor lifting away, the entire room collapsing behind them and crashing into the burrowed tunnel with an avalanche of crystal.

“I…I suppose Twilight…didn’t factor in…a large, magically-induced fire...when keeping in structural integrity…for the tunnel…” Rarity panted between grateful breaths of fresh air.

“Jeez, n-no kidding,” Rainbow Dash said, pushing herself up on shaking hooves. She shook her head. “Ugh, now I got a headache. That was really hard.”

Pinkie chortled between deep, gasping breaths. “That’s what…” she giggled. “That’s what…she…”

A green blast exploded against the back of her head. She fell unconscious, eyes swirling. “Pinkie!” The friends gasped, all too late to react to the cascading series of magical impacts against them. The next one threw Rainbow Dash to the floor, sending her spinning and narrowly avoiding a group of hatchlings. Rarity desperately threw up a shield, but between the surprise of the sudden attack and the spinning in her head from smoke inhalation, it barely even qualified as paper-thin. The little bubble of crystalline magic shattered under the next barrage, snapping in a burst that blasted her horn and threw her head back.

Applejack stood, glaring down the hall at their assailants. “You ain’t gonna take muh—“ she managed before a pair of green bolts slammed into her face. “Muh—“ she managed again, her eyes whirling as another salvo slammed into her, forcing her back on stumbling hooves. “Muh…friends…” she trailed off, her emerald eyes slowly sliding shut.

As her consciousness faded, she watched a pair of large, muscular changeling stallions trot casually towards her, side-stepping the screaming hatchlings on the floor. They were armored, like guards, but this armor was different from normal guard armor. It was pointier, and fit to them, like it had been custom-fitted for their bodies.

“Well then,” one of the changelings hissed as her eyes slowly slid shut. “Isn’t this convenient?”

Author's Notes:

HOBOY! Bet nobody thought Petalgrown was gonna lose it like that, huh?