---

Twilight drove her armored van into an alley a few blocks from the Elementals' hotel. Putting it in park, she grabbed her binoculars from the passenger seat and climbed out, closing the door behind her. She then headed to a nearby ladder, put the binoculars around her neck, and started climbing. Once she was on the roof, she headed to the edge and looked down. She was now pretty high up but the alley wasn't that wide.

Twi took a few breaths as she backed up. She then took off and leaped over the alley, tumbling onto the roof of the other building with a grunt.

"Gotta stick the landing..." she groaned, getting to her feet and brushing dust off her pants.

Twi rolled onto the roof of the building across the hotel. She then crawled to the edge and took her binoculars, raising them to her eyes and looking down at the ground.

"Let's see what I can see..." she muttered, focusing the lens. She then saw Chrysalis step out of the front doors and look around, making Twi gasp. "Changelings! They're the ones in charge... Just as I thought... Which means they must have Celestia..."

She let out a gasp and ducked when she saw Chrysalis start to look her way.

The Changeling queen eyed the rooftop before scanning the tops of the buildings, seeing nothing. She then looked at one of the guards outside.

"Seen anything?" she asked.

A colt shook his head. "No, ma'am... Not a thing."

Chrysalis let out a sigh. "That's both good and bad news..." she muttered. "Let me know if you notice anything out of the ordinary..." she instructed.

The colt nodded. "Of course," he said as Chrysalis turned and started to head back inside, taking one last look at the rooftop Twilight was on.

She narrowed her eyes in thought before heading back inside.

Twilight waited for about another minute before crawling away from the edge. She then jumped from rooftop to rooftop as she made her way back to her van. Once back, she climbed in and set her binoculars on the seat, putting the car in drive.

"Oh, I really hope you're there..." she muttered with hope, backing out of the alley and heading back to the Kronos hideout.

Chrysalis entered the dining room, seeing the other gang leaders sitting and talking. They immediately stopped and looked at her.

"Ma'am?" asked Shimmer.

The queen just stood there for a moment before walking over to them, holding out her hand. "Phone." Kyra immediately took her cell out and handed it over. Chrysalis then dialed a number and held it to her ear, waiting for an answer. The others could then hear a faint voice on the other side of the call. "This isn't Kyra..."

"Oh, Mistress!" Rogue gasped. "Sorry!"

"Relax..." the queen said impatiently. "Remember our little escapee?"

"Twilight? What about her?"

"Get ready... I think she's on her way." Chrysalis then hung up and set the phone on the table.

"But... ma'am?" asked Kyra, taking her phone from the table. "If she goes to your base then won't she find--"

"There's no guarantee..." Chrysalis interrupted. "She's been there once already..." She then thought for a moment. "But, just in case..." She then turned and headed back towards the lobby. "Kyra. Follow."

The red mare eyed the other two before getting up and following her boss. Once in the lobby Chrysalis turned to face Kyra, who stopped a few feet away.

"Now, what?" the red mare asked.

Chrysalis smiled and backed up a few more feet, before stopping. "Throw your chain at me. I want to test my reflexes."

Kyra looked a little shocked by this. "Uh... But, if you mess up, I could..."

"Then, you'll be in charge and rule this city," Chrysalis said, sounding impatient. "Now, do it," she growled.

Kyra took a deep breath before shooting her arm forward at her boss. Her chain shot out at high speed but, to Kyra's surprise, Chrysalis quickly reached out and grabbed the chain near the tip, the blade inches from her neck.

"Nice aim," she said, before pulling on the chain and making Kyra tumble over to her.

When she was close enough, Chrysalis grabbed her by the neck and pulled her close. She then looked the mare over and smiled before licking her mouth. "Now, go back to your friends," she said, letting go and giving the mare a light shove towards the dining room. When Kyra looked back to look at her she smiled. "Do as your told or I'll have to punish you..." she said, her hand sliding down her belly to her crotch.

Kyra stared at her as she started to head back to the dining room, her being distracted causing her to slam into the door. She let out a grunt before backing up and rubbing her head. Giving Chrysalis a light smile, she headed back to the dining room. The queen gave a light chuckle before heading to the elevator.

---

Down in the basement, Fluttershy was holding her head and whimpering in a corner. Rainbow rounded the corner and spotted her.

"Fluttershy?" she asked, walking over to her and kneeling down. "What's wrong?"

"My animals!" she whimpered. "I left them all alone in my room!"

"I'm sure they're fine, Shy..." Dash said, trying to comfort her.

It didn't work.

"I need to take care of them!" she yelled, standing up quickly.

Just then a red mare, wearing white bra and panties and a yellow leather jacket that went down to her knees, rounded the corner and stopped, looking at Fluttershy. On her feet she wore black clog boots and had white hair down to her shoulders as well as packing a one-handed sawed off shotgun. "What the hell's going on here?" she asked.

Shy gasped and looked over at her as Dash stepped between them. "She's just worried about her animals. Leave her alone."

The mare raised her gun, aiming it at Dash' head. "Back up..." Dash growled and did so before the mare lowered her gun, looking at Shy. "That true?" she asked mockingly. "You worried about your wittle animal fwends?" She then cocked her shotgun. "Maybe I'll pay 'em a visit."

"NO!" Shy screamed rushing the mare and pinning her to the wall.

The red mare easily slipped from her hold and grabbed her neck. She then turned around and slammed Shy into the wall, holding her there as she applied more and more pressure into her grip. The butter mare choked and gagged, grabbing the mare's wrist.

"Stop this!" Dash yelled. "Just let her be with her animals in her room! I-I mean look at her! What harm could she possibly do?!"

The red mare looked over at Dash before returning her gaze to Fluttershy. She then let go, the pegasus dropping to her knees and coughing loudly.

"Fine..." she said, roughly grabbing Flutters' arm and forcing her to her feet before walking her away.

"H-Hey, lemme come with," Dash said, wanting to make sure Fluttershy made it out okay.

The red mare then raised her gun with her left hand, pointing it at Dash. "Stay." Dash hesitated before backing up with a growl. "Good girl," the mare cooed teasingly before forcefully walking Fluttershy to the elevator.

---

Twilight pulled up to the empty warehouse by the docks where she found the Changeling eggs. She put the van in park and exited it, moving around to the back and opening the doors. She then picked up the rifle and opened a box of ammo, loading it up before cocking the gun. She then closed the doors and moved towards the warehouse, gun aimed out in front of her and ready to fire at anything.

Upon entering she looked both ways as well as up. "Come on... Please, let there be no one in here... but Celestia and Luna, of course..." she muttered to herself.

---

The door to Chrysalis' room opened and the red mare pulled Fluttershy inside.

"Chrysalis, ma'am... This one would like a word..." the mare said.

"Thank you, Pepper Mint," the Changeling said with a smile. "You may wait outside."

The mare nodded, eyeing Fluttershy before leaving the room.

The Changeling queen stood up from her desk, smiling. "Have you come to beg for another fucking?"

Shy blushed heavily, shaking her head. "N-No... I-I'd actually, uh... like to..."

Chrysalis walked up to her. "Yes, Shy?" she asked, getting a little impatient. "I know it's in your name, but you could not be so shy right now? I have better things I could be doing right now..."

The mare whimpered and gulped. "I'd just like to... stay in my room with my animals..." Shy finished quickly.

Chrysalis hesitated before smiling. "Of course," she cooed, running a finger down Shy's neck, between her breasts, and down her stomach. "As I recall your room is close by... so, if you'd ever like a little fun..." she cooed, gripping the mare's butt.

Shy blushed and gasped. "Uh... I... I'd just like to be with my animals..." she whimpered.

Chrysalis nodded. "Pepper!" she called

The red mare opened the door and looked in. "Yes?"

"Take this one to her room. 509."

Pepper nodded and walked over to Shy, grabbing her arm. "Come on..."

"Gentle," Chrysalis said, putting a hand on Pepper's shoulder. "Be gentle with her... She won't cause us any problems..."

Pepper hesitated before nodding, letting go of Shy's arm and holding the door open. "Come on."

Fluttershy gave a light smile before heading out of the room. Chrysalis returning to her desk. Once outside, Shy stopped and looked at the Changeling.

"Thank you..." she said softly.

Chrysalis eyed her before she began to walk to her room. The queen let out a sigh as Pepper closed the door, leaving with Fluttershy.

Chrysalis then turned to the window and looked out, hesitating before muttering, "You're welcome..."

---

Twilight entered a large room once used for storage and looked around, spotting the door to the basement. She began to quickly move towards it when a figure dropped behind her and kicked her in the back. Twi let out a gasp and a grunt as she hit the floor, the gun sliding away.

Twilight quickly rolled onto her back and scooted away. "Who are you?!"

The black mare stepped into view, a hand on her hip. "Twilight Sparkle... " she said. "I was told you were coming..."

"But... who are you?" Twi repeated.

"Name's Rogue," the mare said with a smirk, with Twilight eyeing the blades on her belt. "And, it's my job to stop you," she said, raising her fists.

Twilight slowly got to her feet and got into a fighting stance. "Alright then, bitch..." she said, glaring at the mare. "Bring it..."

Next Chapter: Preparation - Twilight Vs. Rogue Estimated time remaining: 1 Hour, 42 Minutes