The night was cruel and cold, burning down freezing air. No doubt some order had been relayed to the Cloudsdale Pegasi to make the skies as harsh as possible to forestall the Night Guard from making an escape. The Night Guard had no knowledge of this however, and indeed, had their mind focused on Princess Luna's orders, for surely their great leader could not lead them wrong.

Reddling soared over a small country town, stopping to rest on top of a large red barn and gazing out over an apple orchard. The town was too bright for it being so late at night, and he had flown around the southern side to circle around towards the Everfree Forest. A battalion had many tents set up on the eastern side of the town, and there were guards patrolling all the streets.

Ponyville had been occupied by the royal guard, and it was doubtful they had given more of a reason than "Royal Decree!" Indeed this was probably not inaccurate- all of the Night Guard at Canterlot had beholden the wild spirited, white eyed changelings. Not only was Chrysalis present (somewhere) in Canterlot, but Celestia must be either collaborating with her or not opposing her. Reddling accepted all of this as fact moving forward, and turned and flew into the forest. He was certain that the Night Guard knew the town was occupied, but this must have been a recent development- After all, he had somehow managed to board the train and head towards Canterlot.

And the security didn't seem out of the normal- for a train during wartime, anyway. Reddling reasoned with himself as he descended towards the abandoned keep. Two guards flagged him down as he came closer, and Reddling landed on a battlement overlooking the courtyard.

"You're alive?" One of the bats asked.

"Of course I am- why wouldn't I be?" Reddling asked. One of them shrugged in return, looking uncomfortably at the other.

"Well, we heard you didn't make it out in the last mission."

"I didn't escape with the others, but I'm here now." Reddling produced the satchel, showing it off to the others. "Some of the things in here look sort of important, and they belong to Miss Sparkle. I need to return this to her."

"How do we know you aren't one of them?" The talkative bat said, stepping forward.

"Because no changeling else has an accent like mine." Reddling made sure to forgo any Equestrian syllables. The bat ponies looked at each other, nodding. Reddling nodded back to both of them. "I need to return this satchel to Miss Sparkle, can you tell me where she is?"

The bats were quick about giving directions, and as he was leaving Reddling pointed out on the horizon where the military had encamped themselves and asked for a message to be relayed to Captain Lunar.

Twilight Sparkle was resting somewhere far below ground, in the catacombs under the keep where she would be safe. Reddling landed by the ruined staircase and proceeded down instantly, moving with quick motions that made the clicks of his hooves echo down the dark tunnels.

In little time at all, Reddling had reached the room where he was told Twilight Sparkle would be- and sure enough, there she was. Miraculously, a bed had been produced for her and she was resting with Shining Armor, a transformed Princess Cadance, and a pink eyed bat pony. As Reddling approached the Changeling backpedaled, keeping it's distance fearfully.

"Miss Sparkle." Reddling said, approaching her bedside. Twilight looked up, blinking for a few seconds and lighting up her horn. Reddling let out a hiss and backed up.

"Oh, I'm sorry!" Twilight eeped, turning down her horn. "You- I know who you are, you're that one bat pony that asked me for a book on-"

"Yes." Reddling confirmed, taking off the satchel and putting it on the bed next to Twilight. "I read enough. I'll make sure to pay you back once our- situation has changed."

"Ah- you found it!" Twilight squeaked, grabbing her satchel and pulling out the contents with magic. All eyes turned to the vial inside as Twilight held it aloft. She quickly put it away, turning and beaming at Cadance.

"Luna should have everything that we need now-" Twilight said, passing the satchel to Cadance. Cadance shouldered the satchel, giving a little nod.

"All of what? Why are you carrying around vials of blood?" Reddling asked confusedly, staring between the mares.

"Why, to undo the curse on her of course. Princess Luna believes she can lift the disease that the Changelings inflicted on her." Twilight sounded pretty pleased with herself- Star Shine and Reddling both squirmed uncomfortably at this idea.

"So that's it then?" Reddling said, turning to Cadance.

"Pardon me?" Cadance said as she stood up, already heading for the door. Reddling was on his hooves in a flash, beating Shining Armor into the hallway and blocked the path deeper into the catacombs.

"You're just going to leave them to their doom? The Changelings?" Reddling demanded. He could feel his demeanor slipping as bile rose up and soaked his voice. Cadance looked to be having a similar experience as her eyebrows went cross and she drew herself up to her full height.

"Do not speak to me in such a way- I've done nothing to deserve this tone." Cadance huffed. Shining Armor joined her side, following up with a glower.

"Like hell you don't deserve this tone." Reddling coughed out, pulling himself up to his full height- which was still a good head shorter than Shining Armor. "You're going to leave the Changelings at the mercy of whatever Celestia is doing back in the capital, and Queen Chrysalis. If we have to kill both of them, then you're leaving hundreds of Changelings to die slow, painful deaths. Don't you care about them at all?"

"How dare you talk to my wife like that!" Shining Armor piped up, but stopped short as Princess Cadance put a hoof on his chest. She trotted forward- an impressive move on her part. Just like her husband, she towered over Reddling, her horn nearly brushing the top of the tunnel.

"This is not who I am." Princess Cadance said. "I know that you can't understand how it feels to be transformed against your will, and I know empathy is not your strong suit, but please keep in mind that your opinions are not going to stop me from undoing this curse."

Reddling tasted a bit of blood as he bit his own tongue. He could feel an angry blush creeping up his face as he stared, dumbstruck, up at Princess Cadance. Princess Cadance allowed Reddling a few moments to recover, advancing on him as he took a few steps back.

"So- history repeats then? Your own personal wishes- your selfish desires, supersede the greater good? I understand what you're going through- you have no concept how much I understand what you are going through, but this isn't right. What About Star Shine?"

"The- drone? He can find another hive-"

"There won't be another hive you dumb bitch!" Reddling felt his temper break as he took a step forward, staring right into Cadance's eyes. He could feel their breath mixing as they panted angrily in each other's faces. "You're going to kill hundreds with your apathy! Don't you feel even a twinge of regret?"

"It's not like that-"

"It is like that!" Reddling cut her off again, backing away as Shining Armor took her side. "You're going to kill them all, and I hope that even if you go through with this, that keeps you up at night. The Night Guard is trying to save lives here and you just slaughter them over flights of fancy."

"Reddling Rain." Princess Cadance said, staring him down. "I'm not condemning the Changelings to be genocided. There are other hives, and I am certain that they will find other queens."

"And how do you know that, when our next order is more than likely to murder the Queen in Canterlot?" Reddling said, leaving Celestia out of the equation in his mind.

"I will think of something." Princess Cadance said. "Stand aside." Reddling bit his fang into his lip, looking from Princess Cadance to Shining Armor.

"The Princess ordered you to stand aside, guard." Shining Armor glared harshly at Reddling, his voice hallow.

"She's no Princess of mine." Reddling said. "She doesn't know her place- I guess being a bug isn't good enough for her."

There was a light crack, and Reddling felt his shoulder smack the rock floor. He rolled onto his side, still dazed, and found Shining Armor on top of him, holding him down. There was a pain on Reddling's cheek- enough that it might bruise. For a few moments, Reddling and Shining Armor stared each other down- and then Reddling kicked one of his hind legs out, sweeping it horizontally and connecting with one of Shining Armor's legs. The Captain did not go down, but the moment of pain was enough for Reddling to shrug him off and free himself. Reddling spun around and walked on the wall for a few hoofsteps, balancing himself on the ground and staring down Cadance and Shining Armor- who were now on the side that led deeper into the catacombs.

"I will try Reddling, but their struggle is not my struggle." Princess Cadance said.

Reddling shook his hoof at her threateningly before moving his other hoof to his knife, making sure that Shining Armor didn't try touching him again.

"Your fight isn't my fight. I'm not Equestrian. But you know what? If it wasn't for me, you wouldn't be here right now. You would not have talked to Luna, you'd be rotting in the Canterlot Catacombs. Or, without me, you'd be rotting in a cell, waiting to be executed. Or, most recently, without me you wouldn't have that satchel. If it wasn't for me, you wouldn't even have this chance right now. I did all of that because I'm good. I could have quit a long time ago- Changelings don't feed in Silverfield. Equestria is doomed, and all I have to do is go home and I'd be safe! Hell, anyone would safe there!" Reddling panted, staring down both of them. He was standing on a slope now, so the two Equestrians no longer had to turn their heads down at a sharp angle to speak to him.

"Reddling." Princess Cadance said after a long pause. "We are very grateful for what you've done for us. However, my decision is not changed. I can do a lot more good as an alicorn. I know it isn't the answer you want, but it is my answer."

Reddling just stared blankly at both of them. Princess Cadance turned and began to walk away, Shining Armor glaring at Reddling over his shoulder as he followed her. After they turned a corner, Reddling retreated and went back into Twilight Sparkle's room, stopping at her bed. Star Shine was still here with Twilight, but neither of them said anything as Reddling took a seat. After a few minutes, Reddling reached inside his coat and pulled out the small jar of green goop, putting it down in the direction of Star Shine. The Changeling offered him no thanks- instead it simply jumped at the glass, breaking it open and wolfing the goop down like a starved animal. Twilight watched in fascination- and perhaps, in horror as well- as the changeling fed on the green goop.

"Why did you attack me?" Reddling asked plainly as the Changeling finished off the goop, licking the glass clean with a sandpaper tongue. Twilight looked a little lost at the sudden turn, but also seemed to weak to perform her renowned critical thinking.

"T-They are going to take my Princess away..." Star Shine sounded defeated.

"You're going to be fine, I'll take care of you." Reddling said, drawing a hoof on the ground. "I'm worried about the others, though."

"Y-You?" the Changeling said, cocking their head.

"Of course, someone has to do it." Reddling said, rising. "I'm going to go speak to Princess Luna. You go somewhere else."

"Wait, you're a Changeling?" Twilight said, pointing at Star Shine. Reddling rolled his eyes slightly as he made his way out, not bothering with further conversation. He had a feeling that comforting the Changeling was useless, and Twilight didn't seem like she was coherent enough to carry on any serious discussion. Luna on the other hand might be able to see some reason. Perhaps Reddling could even convince her where he had failed with Princess Cadance.

As Reddling reached the hallway, he blinked and did a double take. Shining Armor and Princess Cadance had walked past him- and were now headed up to the surface. Bemused, Reddling followed quietly behind them, tailing them up to the surface. When Reddling reached the top of the stairs, however, he was forced to give up his pursuit.

"If you stop sneaking around like a criminal, maybe ponies will stop treating you like one." Nightshade's snark would have been a relief to hear if Reddling hadn't been trying to follow somepony at the time.

"Shut up, Nightshade." Reddling said, watching as Cadance and Shining Armor ducked into what seemed to be some gardens.

"You know, all the bat ponies are welcome to attend if they want to." Nightshade said, trotting past him and heading for the garden. "It's not it's the first time you've been through the ritual."

"Ritual?" Reddling asked her.

"To turn you into a bat pony."

"I wasn't conscious for that." Reddling retorted. Nightshade shrugged.

"I forgot, you're a coward." She continued on her way, not sparing him another glance. Reddling stomped a hoof on the ground angrily. Not only did these ponies not appreciate anything he did for them, but they were downright rude. Blowing steam out of his nostrils, Reddling trotted towards the garden, passing under a broken archway and stopping. The garden was overgrown, with vines creeping up stones and flower bushes that hadn't been trimmed in living memory.

About a dozen bat ponies were milling around here, including Web. Princess Cadance had red lines of something drawn over her body, which formed odd curves, circles, and dots in what seemed to be unlikely places. Reddling gazed around for Princess Luna, and finally found her surrounded by some other bats. Her eyes were closed and she seemed to be chanting something. Well, there goes that idea.

Reddling turned his attention to Web- who had just finished putting the final touches on Cadance. Shining Armor gave some protests as two bat ponies led him away from his wife- stating that he was not allowed to be there. Reddling, seeing this as his last chance to make a plea, went to approach Cadance. Before he had reached her, Web blocked his way, staring him down.

"Where the hell have you been!" She demanded angrily. Reddling stared back at her dully.

"I was escaping, since you decided to abandon me." Reddling tried to walk past Web, but she just gave a small grin and continued to stand in his way.

"Oh, and escape you did... Maybe I was wrong about you, Reddling. you're slippery~"

"Get out of my way." Reddling said, trying to step around her again. Web's expression grew a little more hostile as she took a step with him. Cadance turned and approached Luna at the beckoning of some bat ponies. Reddling was certain that Web had some angry retort for him, but he never got to hear it. There was a little shockwave from Luna, energy soaking the air and making it heavy with a gloom. Reddling fell to the ground, clutching his leg. Suddenly his entire hoof felt like it was on fire, and he blew on it, patted it, did anything he could to make it stop burning.

The other bat ponies in the clearing stopped what they were doing as well, standing up straight and seeming lost. Reddling gave a push with his legs and tried to make his way out of the garden, but it was already too late. Some sort of shadow had fallen all over the area, and the world was losing shape. It was not unlike the lucid dream he had shared with the bat ponies- but somehow, more real. Somehow, this actually was all happening, and it wasn't just in his head.

The bat ponies had been turned into horrifying shapes that could only be explained as wraiths. Shifty essences in different various shapes of ponies- unicorn, earth, and pegasus, and in Nightshade's case, some other fourth thing with weird wings and feathers on her forehead- all hung above collapsed bodies of bat ponies. All over them, horrifying darkness clenched tightly to their souls. Wicked wisps of black smoke leaked from their backs, sprouting into some sort of wings. Reddling winced as one turned to face him, opening their snout and exhaling shadowy flame from their mouth, ears, and eyes. Darkness bled all over the creatures until they were consumed in the darkness and realized their full forms. Bat ponies.

In the center of the room, two souls stood out from the others. Princess Luna has risen, a burning dark blue soul that spread wings and shone light through them. Her power was that of the moon, and the light clashed into everypony in the clearing. Reddling hissed in anger as he felt his foreleg burning again. He looked down at himself and recoiled in fear. He looked just like his brethren in the Night Guard, save for a feature that he shared with Princess Cadance.

Princess Cadance's soul body was that of a gleaming pink and white soul- however, it was caked in green tendons that rubberbanded over her body. A paper-thin carapace of black stretched over her soul, keeping it entombed and imprisoned. There was a great burst of energy from Luna, and Cadance let out a real scream that rang out in the darkness. One by one, the bands tore away from her, until finally her carapace melted away.

Reddling looked down at his foreleg. He had not been cleansed like her, and a mark was left under the skin. Little roots, like a plant that had struggled to live but finally died when it's roots could not take hold held themselves firmly in his leg, trying desperately to stay alive. Reddling clutched the keepsake from so long ago, covering his bite mark as Princess Luna let out more bursts of magic. When at last she was done, everypony fell backwards, exhausted. Reddling slowly picked himself up as the dreamland faded, leaving the real, and completely lucid, overgrown garden behind.

It took several minutes to recover from the ordeal. Reddling pushed Web off of himself and looked around, finding a hoof offered to him. He took the hoof and was pulled up to be face to face with Princess Cadance. Reddling took a step back from her, bowing his head.

"Princess Cadance- so- ... It's done then."

"Reddling." She said, putting a hoof on his shoulder. Reddling shuddered, but somehow, a warmth he had never known spread through him. Her touch felt- sweetening, and he found himself more at ease. "I promise that I'll do whatever I can to help the Changelings, as part of me saying thank you for helping me."

Reddling looked away. "Princess Cadance- just, doing my job that I'm paid for."

"I know." She said, patting his shoulder. "But really, Without you it would not have happened. If I can ever do anything for you, please let me know- oh, and one other thing-" Reddling looked up, and Princess Cadance gave him a little grin. "If you ever talk to me like you did again, I'll kick your teeth in, understand?"

Reddling gave a little chuckle and nodded, and Princess Cadance joined him in the laughing. Unfortunately, the laughter was short lived as Reddling took in a deep breath, biting his lip and trying to decide if he should be totally honest. Cadance seemed friendly enough- but did not know about his past. Perhaps now was a moment where he could explain his vileness in the past- while she was admissible. It'd be nice to win over and keep one pony that didn't hold him in bad regard.

"Princess Cadance- I wanted to uh, tell you something." Reddling said, looking down for a moment before looking back up at her. "It's about how I- well, How I have behaved really towards you since we met. Princess Luna forgave me for who I was being but- I was wondering if I could get the same from you, for closure's sake you see, I'm a-"

Cadance held up a hoof, giving a little smile. "It's quite alright. I understand. Neither of us were ourselves then, but we're better now. Whatever awfulness is in your past, let it go. If Princess Luna can forgive you, then I forgive you."

They both gave each other a smile, but the moment was shorter lived than the laughing as the bat ponies and Luna all began to come to in the room. Reddling could see Luna making her way towards him and he assumed the position of attention, waiting for Luna to speak her mind.

"Reddling Rain, we received your report about the encampment in Ponyville." Luna said. Reddling was preoccupied with who this "we" was that she referred to.

"So where do you intend to fall back to? Silverfield remains an option as I told Lunar." Reddling suggested. Princess Luna motioned for him to walk with her as she went to exit the garden.

"We intend to fall back nowhere- for this is a safe place." Luna said. Reddling looked around at the destroyed battlements, absent south wall, and complete lack of a functional, defensible keep. "The time to strike and reclaim Canterlot is nigh, but we are still figuring out an approach. I would like for you to be a part of these talks. We're planning out a head on assault with the entire night guard, straight to Canterot Palace."

"You should flee this place and formulate a plan somewhere safer. Somewhere Changelings won't follow us, like Silverfield." Reddling shook his head, trying to contemplate Luna's plan. "Princess, I feel like you have a death wish. A head on assault will only kill all of us. Why is that plan even on the table?"

Luna seemed a little hurt by this, but the wound quickly turned to anger on her part. When she was asleep she could relive her glory days or something, but Reddling found it inexcusable that she put a flight of fancy before her lives and the lives of her guards.

"This place will be safe, for a time." Luna said. Reddling shook his head at her as they trotted into the foreyard of the castle and towards the carriage that she had arrived on. Twilight was leaning on Shining Armor by the carriage, and rushed past Princess Luna and Reddling-- running right for the pony who had been behind them. Princess Cadance.

"Princess Luna, an arrow could fly over those walls at any moment! If they attack us here, we'll all die at best."

Princess Luna opened her mouth to reply, but was cut short as a whizzing sound cut the air between Reddling and Luna. Reddling and Luna both blinked at each other as a cry rang out from the battlements and more arrows began cutting into the air. Reddling tackled Princess Luna to the ground, throwing himself over her as a volley of arrows peppered the foreyard.

Arrows flickered over the land as the bat ponies swarmed towards the gates and walls, ready to fight the threat at hand. Tops, Nightshade, and Bruiser manned the gate as royal guard soldiers rushed forward. Reddling looked up as Midnight rushed past him, flying into the sky as he slammed his visor shut.

"Get off of us, Reddling Rain." Luna's voice was somewhat muffled by the bat pony on top of her chest. Reddling stood up, glancing up in the air idly. Several dozen arrows hung above them, levitated by blue magic. With a flourish of her mane and a kick on the ground, Luna assembled the arrows defensively around herself, her eyes becoming fierce as she turned to the invading royal guards. Guards were blindly swarming over the walls- some of them dressed in royal armor, and some with no armor.

The fighting took almost no time to get dirty. Shining Armor and Cadance shielded Twilight as they backed up to the carriage, staring all around as murderous soldiers and disguised Changelings poured across the castle yard like locusts. They have to have leaders or something... Reddling flew up to the top of the keeps battlements, pulling out his crossbow and aiming around, looking for anypony important.

"Kill the traitors!" Boomed a feminine voice. a tall, petite alicorn stepped forward, urging Changelings and guards forward. "Slay the Night Guard! Bring me Princess Luna's head!" Reddling took aim down at the voice, trying to get a clean shot at her. She wasn't quite in the open, but she was clearly in charge here, as her voice urged more soldiers to fly over the walls and thrust themselves against the gates. Reddling fired a bolt towards the alicorn, missing by a mile. Cursing, Reddling quickly began to reload as he observed the situation. Below, Luna had fallen back to the carriage as well, surrounded by loyal bat ponies. Almost everybat who had stood their ground was sporting a wound, and some had simply fallen.

Reddling decided to take another shot, but at the last moment stopped and rolled around, staring behind him and backing up against a wall. On the battlements was a familiar pony with a dazed look on his face- which was not unlike the last time Reddling had seen him a lifetime ago.

"Ironhooves?"

Ironhooves did not respond, and instead raised his weapon- a brilliant, ornate sword. Reddling threw his crossbow up and fired as he drew his sword, watching the bolt embed into the commander's armor. Ironhooves didn't even blink, and instead charged.--

As the fighting on the battlements spiraled onward, Luna's face became more and more grim. One by one her guards were being overwhelmed, and soon she knew their lives would be snuffed out if they weren't already. This was going to be the end of the Night Guard-- everyone that she treasured so dearly, everypony who fought for her until the end was going to die here.

Slowly chanting, Luna closed her eyes and felt a tear roll down her cheek. She could not simply leave all of this be. Equestria could not be left to it's fate.

When Luna opened her eyes again, they had been replaced by stilted, draconian eyes. The air went cold, and a chill swept across the Everfree Forest as even the most evil of creatures sought refuge from her storm.

The gates finally were broken through as Tops let out a short scream, the sound cut short as an axe buried into his helmet. There was a blast of magic, and Reddling saw Nightshade soar several yards away.

Next Chapter:
Night Terror

Note: This might be the only chapter without any time skips?