One Week Earlier:

“So, where are we taking this thing boss?” Scootaloo asked as she flew into to main office of the weather factory, the interior was now glowing an ominous red as the crimson fluid flowed through the once empty pipes of the facility, gears and pistons whirring to life as her pet Windigo let out a haunting howl, summoning several walls of ice around the factory's windows.

"Wherever the biggest batch of these monsters think they can just hide." Rainbow said with a smirk as she held out her ring, which was glowing with energy. "They think just because they have numbers they're gonna win. I think they've forgotten how much superior firepower wins the day."

Scootaloo winced at her tone. "Not to speak out of line but… that sounds REALLY “supervillain-ish”... think you might wanna tone down on that?" She asked with a raised eyebrow.

"Sorry Scoots..." Rainbow shrugged as she approached the window overlooking the factory, each and every vat that once contained the formula for creating rainbows now was filled to the brim with the acidic blood generated by their very rings. "...but you've seen what these bastards have done to our home. We can't exactly afford to play nice now, can we?" She replied as her ring sparked with energy.

"Yeah but again we're supposed to be HELPING our world.... why don't we just, for right now, stay here and send some scouts out to go see if some folks need help." Scootaloo advised as the Windigo circled the two Red Lanterns. "I mean that could help us couldn't it?"

Rainbow Dash stared at the young Pegasus for a few moments before sighing. "Let me show you something Scoots..." She began, guiding Scootaloo towards the map. "Before you came back with your pet, you said that you saw a few Black Lanterns making their way towards the desert, right?"

"Yeah? What about that?" Scootaloo asked as she looked over the map. "I mean there could be mass graves out there or something right?"

"Exactly." Rainbow nodded, placing her left hoof over the Badlands. "However there's another factor even I didn't consider until recently; aside from a few more soldiers, what would Nightmare have to gain by sending out so many soldiers to the edge of Equestria?" She asked, slowly trailing her hoof down words to the edge of the map. "And that's when it hit me, this area is the closest to Equestria's borders, therefore it would be the perfect place to cut off access to any outside help. In other words, she's making a power move.”

"Okay? And what else?" Scootaloo asked. Rainbow sighed as she rolls her eyes.

"Okay now. Kid what happens when you cut off a line of students?"

"..... it takes them longer to get with the rest?"

"Bingo."

At that moment, more or the machines started whirring to life as Gilda entered the room. "Everything's up and running Dash!" She stated as the entire room shook. "Let's just hope this place holds together… not going to lie, a few areas looked like they were going to fall apart..."

"It won't. It survived a massive rainbow fire that nearly melted Cloudsdale. This is nothing compared to that." Rainbow said with a confident smirk. "So, feel like going out on a little scouting mission G?"

Meanwhile in the desert, about a mile east from the small village of Appaloosa was a massive mountain range known as the Badlands. Well known for its desolate landscapes and rough terrains that were almost impossible to traverse, as well as the vicious predators that lurked in the shadows, hunting for unsuspecting prey that may have wandered into their territory, it was an area no pony would be foolish enough to travel through....

But for other, more vicious and battle-hardened creatures, it was a perfect place to station a base of operations...

In the very center of the Badlands amongst various craggy rock formations and dead trees, stood a tall, foreboding gray plateau that resembled a massive stalagmite with various smaller ones surrounding it, each one riddled with holes from top to bottom.

This was the Changeling Empire.

And entering one of the hidden entrances was a scout for their Queen. Zipping past several of his brothers and sisters, a lone changeling scout flew as fast as his wings with carry him, completely ignoring the fatigue his body was enduring. He had to warn the Queen-no-the whole Hive, about those... those monsters who nearly clawed his heart out!

"Gotta hurry!" He gasped as he quickly flew down to the right, then immediately flew upwards into a hole in the ceiling. "Gotta warn the Queen, gotta warn the Queen!" He whispered to himself as he took another left, desperately trying to reach the throne room...

After a few more turns he finally made it to the throne room, where his Queen sat atop her throne in all her venomous glory, currently overseeing a sparring session between two of her soldiers... which was immediately interrupted the moment he burst into the room.

"THE DEAD RISE MY QUEEN! WE HAVE TO MOVE!" The scout shouted, ignoring the irritated look on his Queen's face.

"What do you mean? Speak clearly sco-"

"ARE YOU DEAF?! I SAID THE DEAD RISE! MY QUEEN WE CANNOT STAY HERE!" Phyrax shouted back at her as he grabbed her by the face.

His Queen stared at him for a full minute before slowly pushing him back.... and then giving him a swift smack across the face. "Get ahold of yourself! I will not have one of my scouts rambling like a madman in front of my subjects!" She stated in a firm yet somewhat disappointed tone.

"My Queen I'm NOT crazy! I'm telling the truth! I saw the dead rise from the graves and there seemed like.... like a rotting Alicorn!" He screeched with fear almost causing his eyes to pop out of his head.

The Queen stared at the scout in disbelief, the last time any of her troops had been this panicked was when Celestia had launched the full-scale assault on her hive... had things gotten this serious?

Before she could retort however, the entire chamber shook violently.

The Queen's eyes widened in shock as the ceiling collapsed, several of her drones quickly fled to avoid being buried under the rubble while she quickly put it on herself and the scout.

"Who dares-!?"

"WE dare!" A raspy yet distinctly female voice echoed throughout the throne room as Three Leaf landed atop the rubble. "Looks like the rumors were true, the Badlands really do have a nasty bug infestation!"

".... by the Ancestors." Chrysalis murmured. "You..... what kind of Ponies are you?!"

"They're not ponies my Queen! They're monstrous undead! They cannot be killed! We must run!" The scout begged of her.

"Run!?" The Queen glared at her scout in disappointment before hovering off of her throne, her horn glowing a menacing deep green. "A Queen NEVER runs! And neither do her subjects!" She stated firmly.

"Then you will die where you stand." A raspy yet powerful voice stated as a pair of black claws raked themselves across Chrysalis's back. "A 'Queen'. As if you deserve the title. Running or staying to fight does not matter.... in the end you will be just another corpse for my army."

The Changeling Queen looked behind herself and repressed a shudder. Hovering before her was what her scout had adequately described; a living corpse resembling a cruel mockery of an Alicorn.

"So... am I to assume you're the leader of these.... abominations?" She growled she slowly cast a healing spell where she'd been struck. "I can assure you, I've more than earned my title as Queen... allow me to show you!" She shouted before firing a lime green blast at her opponent.

With the flash of her ring the undead monster summoned up a shield that deflected the blast and caused it to hit one of her guards, blasting a hole clean through his torso, the poor creature barely had time to register he'd been struck before he feel over, dead. "Hm.... so you do have some power.... you'll be VERY interesting to add to my army."

The Queen could only spare a solid second glance for her fallen soldier before she immediately took to the air to avoid being impaled by her opponent's claw constructs. "You assume that I'll actually give you the chance!" She stated firmly has her horn glowed a second time, however rather than attack she sent out a singular command to the rest of her hive. "ATTACK!"

"FEED MY CHILDREN! LEAVE NONE OF THESE WRETCHED BUGS ALIVE!" Nightmare roared.

And like that a battle began, one that would change the course of the Changeling way of life forever.

Meanwhile in Appaloosa, the small western town wasn't fairing much better. The Black Lanterns began their attack by assaulting the town from all sides, limiting their options for defense or escaping in general. The moment this invasion occurred, whatever long-standing dispute the ponies and buffalo had vanished instantaneously in favor of defending their home at all costs. Sadly, this seemed to be a battle they were destined to lose. The Black Lanterns were simply too much for either side to handle. Not to mention for each one that the Lanterns cut down they'd also gain a new soldier for their army.

In the midst of the invasion an Earth pony stallion with a light gold coat and a long amber mane galloped as fast a his legs could carry him, leaping over overturned carts of debris and dodging an abundance of black energy beams that rained down from above. Spotting the Seriff's office; one of the few houses that were still standing, the stallion made a hard right and dived through a broken window, taking a moment to catch his breath... and nearly leaped out of his skin at the sound of a door slamming, turning to his right he found himself face to face with a young female buffalo with a light amber mane and bright orange coat, looking just as winded as he was.

"Y-You okay?" Braeburn asked the young calf, but instead of answering she remained silent, seeming more scared than a deer during Dragon/Griffin hunting season. "Hey, hey, it's gonna be fine!" He tried to reassure her, but mentally slapped himself upon realizing what he just said. 'The dead are rising from their Graves and murdering everything and everyone that moves, of COURSE she ain't alright...' He thought to himself as he slowly approached the shivering calve. "S-sorry, stupid question... look, Ah think-”

"W-We're all gonna die." The calf said with a voice almost as quiet as a whisper. "They... they're gonna find us, and then we're all gonna die. W-w-we can't stop them."

The Earth Pony bit his lip nervously, she wasn't wrong about one thing: they couldn't stop them...

"But we can still escape, find help, find reinforcements that can stop them." He stated firmly, trying to mask his own nervous tone.

"B-but how? How do you kill something that's already dead?" The calf asked with a horrified tone. "I-I saw.... I saw so many.... so many of my own tribe become..... lifeless husks of their former selves!"

"Ah don't know!" Braeburn groaned before glancing outside the window. "Maybe... maybe the Princess can use some sort of spell to stop them! But we won't be able to do anything if we just sit here waiting for them to find us!” He explained before taking a deep breath to calm himself. “Look, we can still find a way out of town if we make our way towards the railway.... it y'all trust me that is... ah'll understand if you don't..."

*CRASH*

At that moment a giant chunk of strange red ice was thrown through the window, startling Strongheart, Braeburn however made sure she didn't try anything too drastic.... even as they both saw the contents within the ice.

Inside the Crimson ice was a completely immobilized pony, one of the various creatures that were assaulting their home. The two backed away from the chunk of ice just in case the creature somehow broke out, only to notice that outside, several red swords of various types were raining down upon several of the Invaders, beheading and impaling them before they had a chance to dodge.

"COME ON! GIVE ME A REAL DAMN FIGHT YOU MONSTERS!" A young but vicious voice roared. The two immediately looked up words to see a bright red light in the sky, each of the monsters tried getting close it but only ended up getting sliced into pieces. "IS THAT ALL YOU GOT?!"

The two could only gawk in disbelief as what appeared to be a young Pegasus foal with armored Wings effortlessly sliced through every demonic creature that came at her. The ones that weren't unfortunate enough to be sliced to pieces were quickly Frozen in place by what appeared to be a crimson Windigo practically bathed in flames.

"Sweet Celestia..." Braeburn whispered.

As the young Pegasus sliced through two more she caught sight of the duo. "YOU TWO!" She shouted, causing them to almost jump. "GET OUT RIGHT NOW BECAUSE THIS AREA'S ABOUT TO GET REALLY DAMN HOT!"

"LANGUAGE SCOOTS!"

"SORRY DASH!"

The duo quickly turned their attention to the source of the voice, spotting another armored Pegasus speeding through the town, tearing through any undead Pony or Buffalo unfortunate enough to stand in her way.

“Is… is this something your Royal Guards can do?” Strongheart asked nervously.

"I... I ain't seen no Royal Guards like them before." Brae said as one Black Lantern was turned into a pile of ash from the Pegasus breathing a napalm like fire breath on it. "I'm just glad they're on our side."

The duo continued to watch until the Pegasus immediately stopped in front of them, startling the two and prompting them to take an instinctive step backwards.

"You two the only ones left?" She asked in a stern tone.

Not trusting their voices, the two of them simply nodded in confirmation.

"That sounds about right. Scoots, get them to the other Survivors and get them out of here." She ordered.

Scootaloo simply nodded and conjured up a hot air balloon basket. "Hop in, I'm getting both of you out of this dump."

The two glanced at each other nervously for a moment before carefully stepping into the basket. "A-Are you sure this is safe...?" Strongheart asked.

"Safer than staying here!" Scootaloo replied as she quickly flew off with the two in tow, her pet Windigo flying alongside her.

'This isn't right....' Rainbow Dash thought as she watched them leave. 'I could've sworn they would have sent a larger attack force here to get the job done....'

"RD!"

The cyan Pegasus was brought out of her thoughts as Gilda flew towards her. Taking to the air to join her comrade, the two flew over the small town, searching for any stragglers as they soared towards the train station. "So what happened Gilda? Did some of the bastards escape?" Rainbow snarled as her wrist blades glinted. "Because we can still track them down and-"

"Dash, I think we got punked. Fucking place was too small for a normal advance group." The Griffin explained.

"B-But this is the only town in the desert for miles! Where else could have possibly gone!?" Rainbow exclaimed an irritation. It didn't make any sense, why would Nightmare Moon send out an army yet only have a few of them attack the town?

“Yeah well.. I saw some heading South...... like a whole battalion bigger than the group that invaded this place.” Gilda continued. “And you know since the place is called The Badlands-”

"-they're more than likely looking for new bodies." Rainbow growled as they arrived at the train station. Much like the rest of the Town most of it had been demolished in the attack, however it was now surrounded by a dome of red ice, the obvious handiwork of Scootaloo's pet.

The Windigo in question was soaring around the exterior of the Dome, guarding a hole that several surviving citizens were rushing into. Noticing the two Red Lanterns it casually hovered out of the way to allow them entrance. Once inside they saw a small gathering of buffaloes and ponies around the train, which was surprisingly intact despite the damage done to the station itself. As they landed, Rainbow looked around and spotted Scootaloo, who was busy creating rail constructs to replace the tracks that were demolished in the attack.

"Hey Scoots! From and center!" Rainbow ordered, the young pegasus zipped right over in response and gave her a respectful (yet amusing) salute.

"What do you need?" Scootaloo asked eagerly.

"Gilda over here spotted a lot of Black Lanterns that are going towards the Badlands. We're thinking they're gonna keep building their army with whatever graves they can find." She stated firmly. "We're planning on intercepting them before they can get too far."

"Got it! I'll recharge my ring and-" The young Pegasus was cut off as Rainbow Dash placed a hoof on her shoulder.

"Scoots, we need to get these survivors out to safety." The cyan Pegasus stated in a calm yet serious voice, turning her attention to the civilians who were desperately rushing into the train. "And there's no one I trust more with that task than you."

Scootaloo stared at her mentor, somewhat hesitant... but then glanced at the civilians. "A-Alright, I'll go.... but I'm coming back the moment they're safe!" She stated firmly.

Gilda gave the young Pegasus a measuring smile. "Don't worry kid, we got this."

Scootaloo nodded and placed both hooves in her mouth before letting out a surprisingly loud whistle, her pet Windigo neighed obediently as it flew towards her. "All right buddy, we've got escort duty!" She explained, pointing to the train as the remaining survivors got inside and the doors immediately shut. "It's our job to make sure those guys make it out of the desert safe and sound!"

Her pet nodded loyally as the locomotive's whistle went off, a few seconds later the train immediately started running down the tracks. Rainbow simply watched with pride as the young Pegasus flew alongside it...

".....you sent her on that mission for more than just that reason, didn't you?" Gilda asked from behind her.

"Call it a hunch.... but I'm willing to bet the leader of these undead morons are there, she'd use Scootaloo against us if she had the chance." Rainbow said as she flared her wings. "Plus while she shows promise, I know she she's nowhere near ready to right someone like Nightmare Moon... and hopefully after we're done with her, Scoots won't have to..."

"But they can't turn anyone who's got these Rings... right?

"Haven't let any of them get close enough to try… but I'm not willing to take the risk.” Rainbow stated, glancing down at her own ring. “Now come on. We have some zombie heads to bash in."

And with that the two took to the air once more, towards a large thundercloud hovering just outside of the town, with several bolts of crimson lightning crackling around it….

Queen Chrysalis coughed as she crawled out from under the mess of rubble that was once her throne room. As she wiped the dirt from her eyes, she saw that most of her home had been completely demolished, several of the hallways leading in and out of the room were blocked off by more rubble, the ground littered with the bodies of her subjects...

It was absolute chaos.

"How the mighty have..... well it's much too high a compliment you 'mighty'. How long HAVE you ruled these creatures?" The monster who attacked her home asked as it landed on her back harshly. "Oh, what's wrong? Hard to talk with a mouth full of blood from a punctured lung?"

Chrysalis let out a pained hiss, glaring over her shoulder at the Demonic Alicorn despite her various injuries. "You... BITCH!" She spat, baring her fangs menacingly as her horn glowed, firing a blast of magic at the undead Queen, only for her to dissolve into smoke and reappear a few feet away from her. "I am a TRUE Queen! Not some upstart usurper who got lucky on the first day!"

"I am Nightmare Moon. I am the Queen of the Night Sky. You are a literal INSECT beneath me. How am I not a Queen you weak and pathetic creature?" Nightmare asked her as she stepped on another fallen Changeling. As she staggered to her hooves, Chrysalis watched as the Nightmare Queen placed her hoof upon his head, forcing it down ever so slightly with enough strength to make him thrash in pain, a clear indicator that she was planning on crushing his head.

"MONSTER!!" She screamed, pulling herself off the floor despite the pain she was in and hurling a beam of magic at the Nightmare Queen, who casually blocked it with her wing. "I earned my throne! You simply stole it!" She hissed, her horn glowing once more, however this time it was a deeper a green hue... a mental signal to the remaining members of her hive....

"Oh? Me? Steal what is rightfully mine?" Nightmare asked playfully as she applied more pressure. "Well then.... that means you're just as awful. You steal love. You take emotion. You steal that which your kind need to live. Why am I so different?"

Chrysalis narrowed her eyes at this, her horn briefly crackling with energy as she received confirmation from the rest of her hive, there was still time... she just needed to stall her a little more. "I can at least leave my prey alive-"

*CRUNCH*

"Living is a detriment to all who seek power." Nightmare snarled as she crushed the changeling's head. "All who are the true rulers of this world are those that are dead. And I am their Queen. You miserable bu-" She stopped however when she noticed her horn. ".....clever. Trying to stall me to save those other disgusting bugs.... how 'noble' of you."

Chrysalis' glowed lime green upon seeing one of her subjects killed right in front of her, sending one final command to her subordinates she quickly took to the air. "I didn't get where I am today by taking unnecessary risks!" She shouted, summoning a sickly green orb from her horn and hurling it at her. "Unlike you, I can rely on proper strategy!"

"If this is a strategy then your people are even weaker than I expected." Nightmare said as she caught the green orb.... and redirected at a nearby cowering Guard, killing him instantly. "Such loyalty that they refuse to guard and protect you. How have you even RULED this long?"

“You… you enter MY Empire, assaulted me and MY subjects, and have the NERVE to insult MY way of ruling?!” Chrysalis snarled as her entire body was bathed in green flames and she took the form of a dragon nearly twice her size with jet black scales and lime green spikes, wings, and underbelly.

“I promise you, I'll find a way to make sure you suffer a fate worse than death for this!” She roared before charging down at Nightmare Moon....

A few floors below them, Thorax flew through the hallway as fast as he could, all of the remaining Changelings had received their orders through the hive mind and where to mobilize a counter-attack immediately. While the less combat-oriented drones were tasked with relocating the eggs. "Hurry! Those things are getting closer by the minute!" He heard on of the commanders order as he passed by a pair of warriors that were moving slower than the others before zipping off. He screeched to a halt as he arrived at the room he was seeking. "....okay.... okay just.... just the future of our race here.... nothing big."

As he rushed into the egg nursery, he found one of his siblings; Murmur desperately yet carefully gathering as many of the eggs into one place.....

"It's ok, little ones. It's all going to be okay..." She whispered to the eggs reassuringly.... although the tone of her voice made seem like she was on the verge of hyperventilating.

"Murmur we need to hurry. I don't think our Queen can hold on much longer." Thorax said, despite his own fear pushing his adrenaline go into overdrive. "How many eggs do you have now?"

“A-About fifteen….” She stammered, taking several deep breaths to calm herself. “B-But the others are further in the back! I tried to get some assistance but-AAAHH!” before she could continue she immediately fell to the ground holding her head in pain.

“What's wro-AARRGGHH!!” Thorax was about to ask only two suddenly mimic her action as a sharp pain overwhelmed his senses. Said pain came the hive mind itself, while connected to it they could tell when one of their brethren had passed on.

But this... this was something completely different...

This new hive mind..... it... it was almost like it was begging for death yet it couldn't receive it. The creatures it was connected to were bastardizations of the Changelings. Their flesh becoming rotten and decayed, pieces of them falling off, with their bodies ultimately looking more like moldy clay then anything that was once alive. The worst part was that horrible HORRIBLE focal point.... and how 'free' they claimed to feel inside the decaying mind.

'What is this?! What is this madness!?' Thorax thought as he desperately tried to disconnect himself from the hive mind, his horn letting out a weak spark as the pain intensified. 'This isn't a hive mind! This nothing but a mental ocean of endless suffering!'

"It's OUR future brother." A voice said coldly as Thorax slowly turned around. "It is our destiny... our immutable future. You must know this.... you know how fruitless it is to fight against the oncoming storm."

Thorax almost felt his heart stop as he saw what what had become of his older brother, his entire body looked like it was on the verge of rotting from the inside, a black ring was attached to his horn, and what appeared to be the symbol of the Ring itself seemed to have been engraved into his chest.

"Ph-pharnyx!?" The Changeling whispered in terror, taking a hesitant step back. "What did they do to you!?"

"They opened my eyes you idiot. And you should join us.... there are so many who are part of our mind.... and you'd finally feel at home.... we could be happy." Pharynx said with a twisted smile, though it was hard when half his face is mostly gone.

"MAKE IT STOP!! MAKE IT STOP!!" Murmur screamed, snapping Thorax out of his stupor as he glanced over his shoulder and saw her curled up into the fetal position while still clutching her head. "TOO MANY VOICES! SO MANY SCREAMS! SO MUCH PAIN!!"

"Mur!" Thorax yelled as he ran over to her, trying to comfort her. "Mur you have to close it off! It's them trying to get in your head! Push them out!"

“It's far too late for that….” Thorax felt something grab him by the neck and effortlessly slam him against the wall, knocking the wind out of him. “Our new Queen has already began the assimilation of the old hive into the new…”

The Changeling coughed up some blood as he desperately tried to move, only for whatever was holding his neck to squeeze tighter, practically choking him. Opening his eyes he saw what looked like some strange claw made of dark magic coming out of the ring on Pharynx's horn. “But don't worry, I'll be sure to add the hatchlings into our new 'family’ as well…” He told them in a mocking tone as he approached the shivering Murmur, who was desperately holding on to the eggs despite the pain she was in...

".... you.... aren't.... Pharnyx!" Thorax sneered as he charged up a spark of magic on his horn and fired a blast at his brother's head, slicing through his horn and sending the ring flying away from his undead brother, causing his eyes to glaze over right before his entire body fell apart. "You were just.... just some monster...." He gasped as he staggered over to Murmur. "Mur we.... we have to go.... are the babies safe?"

"Y-yes..." She whimpered, a small spark erupting from her horn, signifying her connection to the hive mind ending. "It hurts... it hurts so much..." She cried, holding the eggs close. "I could hear them all as they were.... taken... corrupted by those monsters!"

"They're not the same Lings we knew. Please we... we just have to keep moving." Thorax said as the two tried to make their way out, as fast as they could. "If we can make it out we can... we can protect the eggs."

*CRASH*

Before she could retort, a loud scream echoed throughout the hive... followed by the ceiling near the entrance crumbling as none other than their Queen was flung across the room, crashing into the wall before falling to the ground, battered, bruised, and covered in several cuts and wounds. From the hole in the ceiling Nightmare Moon descended, her very presence alone making the room much colder. "....this place.... it REEKS of the living." She snarled.... before turning her attention to the eggs. "So many eager to join our army.... and plenty of time to do some recruiting." With a satisfied smile on her face she summoned up a pair of claws.

A violent *HISSS* Echo throughout the chamber as Queen Chrysalis lunged at Nightmare despite her weakened state, lime green magic crackling across her horn as her eyes began to glow.

“STAY AWAY FROM MY EGGS!!”

High above the clouds, not too far from the Fallen Empire, Rainbow Dash and Gilda soared around the area as they watched several Black Lanterns gathering around the structure. Keeping themselves hidden in the clouds until the moment was right...

“Is everything prepared?” Rainbow whispered.

"Yep. Just give the word and we'll be set to fire." Gilda said with a smirk. RD smirked at the news.

"About time something good starts happening in this war." With a smile she flared her wings and flew to their secret weapon.

A loud, thundering *BOOM* Echo across the skies as the clouds above crackled and sparked with crimson bolts of lightning. Every one of the Black Lantern stopped what they were doing to look up at the shocking display before them.

Out of the clouds emerged what can only be described as a massive cloud mixed with crimson ice that resembled an Alicorn, it's wings and mane where expelling dark red flames from their ends as its eyes glowed menacingly…

"Alright we are just over the sons of bitches. Wanna give the orders? Cause I know you love starting things off with a bang." Gilda said with a smirk. Rainbow just glared at the monsters beneath her.

".....fire."

Gears started turning and piston started pumping as the massive reconfigured Weather Factory began its work, several clouds spawning out of the “wings”, eclipsing the night sky. More concentrated bolts of crimson lightning began erupting from the clouds as acidic blood began to rain from the clouds, striking down and melting several Black Lanterns before they could even get remotely close to the ship.

"Now this.... THIS is amazing." Rainbow said with a dark chuckle. "You monsters had this coming for a LONG time-"

"Dash?" The Griffin interrupted. "Correct me if I'm wrong but I'm pretty sure there's something still alive down there!" She stated, turning her friend's attention to the lower levels of the Tower.

"Wait what are you-" Rainbow started but then saw.... a group of what looked like innocent ponies trying to escape the Black Lanterns. "SON OF A.... STOP THE RAIN! STOP IT!"

"We can't genius!" Gilda retorted. "We kind of rushed designing this whole thing, there isn't a way to turn it off unless it runs out of fuel!"

"RGH!" Rainbow groaned before leaping off of the clouds. "Cover me! I'm goin' in!" She said as she dived towards the structure.... however as she did a pillar of lime green and dark energy erupted from the ground....

"What the hell? Is that some kind of..... third Alicorn or something?" Rainbow wondered to herself as one of the energy blasts almost charred her. "GAH! HEY WATCH WHERE YOU'RE AIMING!"

"SORRY!"

"Uhhh..." Chrysalis groaned as she slowly came to, taking in her surroundings she slowly realized she wasn't in the egg chamber anymore, but instead was being carried through the underground tunnels by Murmur and Thorax. "Wha-what's happening!?" She gasped as she tried to get up, only for her injuries to give her a harsh reminder just how impossible that task was at the moment.

"My Queen PLEASE don't move." Murmur whimpered as they kept moving. "You were badly injured during your fight.... we're lucky you're still alive....... but..... w-we want you to know something..."

"That... bastard of a Queen, did I at least manage to take her out?" The Queen winced, mentally cursing the Alicorn that did this to her... However it was at that point that she noticed the eggs Murmur was holding on to. Or rather, five of them...

"Are..... are those all of the-"

"All of the ones we could save my queen." Thorax said solemnly. "We.... we're the last of our people.... these are the last baby Changelings..."

Chrysalis' heart froze for a moment as she immediately registered the implications of what she had just said...

The remaining eggs were gone...

....and they were the only ones left.

Desperately, she tried to tap into the hive mind, only to be greeted by a swirling vortex of horrifyingly pained screams.

The creatures that were once Changelings were the worst ones.... the ones that clawed at the others. Each scream was punctuated by a scene of a Undead Changelings tearing them open or dragging them below a pitch black oily sea where their sounds slowly drowned out, garbled by the oil leaking into their lungs... among those that went into the oil were children.

"They're all dead....... e-every one of them." Chrysalis whimpered. However before Thorax could say anything, the remaining Black Lanterns, those who were once her own brood, were upon them. Surrounding them with no way to escape. Chrysalis could only grit her fanged teeth in fury, in the span of a few HOURS her hive had been invaded, desecrated, and her race left on the brink of EXTINCTION.... and now, she along with two survivors were about to meet their end... at the hooves of their own brethren, no less!

'No...' She thought to herself. 'I can't... no, WE WON'T die here!' She told herself as her horn was involved in a sinister glow, but this one was different, it wafted around her horn as if it was some sort of smoke....

"M-my Queen.... your horn." Thorax started before it began sparking violently. "My Queen whatever you're about to do don't! If you die you give these things what they want!"

Chrysalis ignored him, as the Black Lanterns came closer a spherical Shield suddenly appeared around them, her eyes began to the low as she extended her fangs and her mandibles extended outwards from her mouth.

“My Queen, please!” Murmur babies as the Black Lanterns relentlessly pounded on the shield, attempting to blast through it, but to no avail.

“Kzsht chtasth kzzzrkizzt!!” Chrysalis began chanting in a language no one could understand. It was an ancient language passed down to her throughout generations of Changeling Queens. The incantation for a spell only they themselves could manifest. A spell that have been developed 500 years ago, when a great plague infected an entire hive, and the Queen was forced to eliminate every last infected drone before it spread any further…

And she continued to chance, she really turned her attention to her last remaining drones; Thorax and Murmur… and with one swift motion, she sliced off both of their horns, completely severing their connection to the hive mind.

"AAAAAAAAAAAAAAAAAAAH!" Murmur screamed as she felt her horn leave her body... blood leaking from it. However.... Thorax was having a time trying to process what just happened to him.... and when he did he found that no words could complete his thoughts.

As he fell to his knees in pain, he looked up to his Queen pleadingly, as if to ask “why?”.... however at that moment he saw a rare expression on her face, conveying an emotion that he honestly thought she wasn't capable of:

Sympathy.

“I'm sorry… my children….” She whispered before continuing the chant, as she did she tapped into the hive mind one final time, hearing all of the tortured screams and pleads for mercy…. and then finally, she unleashed the spell with one final word...

“KRRZZZZCHT!!”

Immediately, a torrent of green magic exploded from her horn, spreading throughout the hive mind and linking itself to every last changeling… excluding Murmur and Thorax, due to their horns being severed. The magic immediately infected the bodies of every last Changeling, the ones pounding on her shield immediately stopped and started arriving in pain as cracks of lime green color started spreading across their very skin, after this their very bodies began to disintegrate away in a display of violent green flames, ripping them away from the corrupt embrace of the Black Lanterns.

But the spell was not without a price, Chrysalis herself knew this, and soon that spell began to take its toll on her body, the same lime green cracks began spreading across her horn…

But then she felt something.... a pain unlike anything.... as though one of her wings was torn from her body. She looked up and saw that her horn was now missing and in the Thorax’s mouth.

“H-how did you…?” She gasped before falling to the ground, completely devoid of energy.

“Figured it out when I saw our brethren die…” Thorax stated as he dropped the horn and began to help her up. “We just lost our entire hive… we can't lose our Queen too…”

“Wha-what was that?” Murmur stuttered has she picked herself up, taking great care to make sure the eggs were undamaged.

"That.... that spell is why she severed our connection to the Hivemind.... anything connected to it when the spell was cast just died...." Thorax said as he looked at Chrysalis. "I'm assuming that's what your spell just did?"

Chrysalis looked away in shame, even if the spell worked, it was drilled into the mind of every Queen that such a spell was taboo, and only to being used as a desperate final resort. "Severing your connection to the hive mind was the only way to spare you..." She stated weakly. "... I couldn't allow them to suffer under that demon's power..."

"Speaking of demon-related things.... did anyone else notice the rain was… red?" Thorax asked as they looked around.

“It was probably their leader…. using it to weed out any survivors...” Chrysalis muttered bitterly. “But we can't worry about that now… it's only a matter of time until she figures out exactly what I did, we need to leave, NOW.”

Not wasting a second the two quickly picked up their Queen and flew off into the wilderness, away from what was once their home... with the last hope for their kind….

“What the heck just happened?!” Rainbow Dash shouted as she looked around, finding her surrounded by several piles of ash that used to be the undead Changelings, she hadn’t even done anything different from her usual method of bashing their skulls in… and yet they suddenly started breaking apart and…. “dying” around her...

“My Queen!” Three Leaf called out as the Nightmare Queen burst out of the rubble of the egg chamber with a less-than-happy look on her face.

".....oh I'm going to have FUN today." Rainbow said with a dark smirk. "First a whole bunch of you monsters die and now I get to fight the Queen? Somepony up there must think it's my birthday."

The Queen didn't reply, but instead turned her attention to her remaining forces, some of which were just barely able to reconstruct themselves due to the acidic rain, and the ones she had only recently turned having disintegrated into piles of ashes.

All of this effort, and in the end she came out with less troops than when she arrived....

"My Queen?" Three Leaf asked nervously. "What are your orders-"

"Have the rest of the army fall back to Everfree..." She stated firmly before turning her attention to the cyan Pegasus before her. "I'll take care of this nuisance myself..."

"But, my Queen-"

"THAT'S AN ORDER." She cut her off, her tone indicating that there would be no room for discussion.

Three Leaf flinched, but nodded before turning her attention to the remaining Black Lanterns. "All forces fall back immediately!"

"Oh so you CAN fight back huh?" Rainbow smirked as she flexed her wrist blades. "Heh. And here I thought you were one of those villains who only fought with only an advantage.... or are you just that mad you can't think straight?"

"I'm going kill you and ripping your heart out. There is no 'fight' involved with some.... lowley meatbag." Nightmare said as her horn began charging magic. "I'm the Queen of The Darkness, The Bringer of The End, I Am She Who Must Not Be Said, Mistress of Tartarus! I Am Nightmare Moon! And you will BOW to me mortal!"

“Sorry, but the floor’s kind of dirty…” Rainbow scoffed as her armor began to glow as if it were bathed in flames. “Besides, unless you haven't noticed…” She began, pointing her hoof up to the modified Weather Factory. “I have the advantage!” As if in response to her statement, bolts of crimson lightning erupted from the surrounding clouds, all homing in on the Queen herself...

However when it struck the Queen she barely seemed to register it. Owed in fact to the forcefield she had summoned around herself with her own magic. "....but then again that's always an advantage as well. Shit."

"Because of your intervention I lost my chance at having an entire Army and their Queen under my command..." She said as she glared at the Pegasus. "Too many of you ring-wielders have been popping up as of recently, it's about time I eliminated this nuisance..... and this time there will be no Elements to get in my way.... " She growled, whispering the last part to herself as she spread her wings.

"Oh by the way I actually have really good hearing. So what's this about Element-WHOA!" Rainbow dodged just as she tried blasting her. "Okay then, let's get serious!” Rainbow Dash summoned several crimson spheres twice her size and hurled them all at her opponent. Nightmare Moon shifted into dark wisps of smoke and swiftly evaded all of them, reappearing behind her and striking her in the back.

The cyan Pegasus was sent plummeting towards the ground, only for Nightmare Moon to reappear in her path and summoned a claw construct in an attempt to slice her to ribbons. However Rainbow stabilized herself in mid-air and managed to dodge out of the way at the last second, in one swift motion she summoned clawed gauntlets around her hooves and drove her right hoof into Nightmare Moon, damaging the beast right where it's wretched heart should've been. "I'm so DONE with your shit! It hasn't been long but I do not GIVE A DAMN! Your reign of terror ends HERE!" Rainbow snarled.... and to Nightmare's slow realization.... she could feel.... something fight back.

“No… NO!” She roared before she let loose a burst of dark energy, pushing her opponent back view feet and ignoring the pain as the acidic rain tore off certain parts of her body. “I will NOT have a repeat of what happened in Canterlot!!” Not wasting a second she closed the gap between herself and Rainbow and bombarded her with a rapid flurry of relentless blows, her feathers morphing into miniature claws as they struck Rainbow from various angles before she could react.

As she was distracted trying to block as many strikes as she could, Nightmare saw her chance and fired a black bolt of pure energy in the form of a dagger. This lowly peon would not stand against her! However just as the dagger got close it was destroyed by red rain that seemed to pour extra hard where it was at. Rainbow smirked as she looked at her weapon before returning her attention back to Nightmare.

“Zap.”

“What-AAAAAGGGHHH!” Nightmare screamed in pain as a bolt of rage-fueled energy struck her body before she could put up a shield, ripping apart her skin and most of her right wing. “YOU WENCH!”

"Ha! Not my fault you got a broken weapon!" Rainbow laughed as she zoomed in and began laying on her assault, thick, deep cuts, and flesh rending slashes. Each attack enough to kill five ponies fifty times over.

The deceased Alicorn attempted to swiftly dodge each of her blows, however her opponent was surprisingly faster than she gave her credit for, as proven when she gave her a surprise uppercut to the jaw, tearing off half of her face and hurling her upwards.

She quickly stabilized herself in mid-air, her eyes wider than naturally possible. ‘This wasn't right! I've escaped my prison, overpowered Celestia, her upstart of a replacement, and the two ring-wielders that stood against me!!’ She thought to herself as she desperately summoned another shield.

"So what? This is who the big leader is? A coward? Wow and here I thought beating you would be FUN!" Rainbow shouted as she hurled a red lightning bolt at her... only for Nightmare's horn to light up and catch the red bolt in mid-air.

"..... I thank you for this..... my eyes are now... open.... I'm DONE playing childish games. Over the thousand years I'd been trapped in that accursed Moon I had grown... rustic." Nightmare snarled as she redirected the bolt at Dash, sending her flying backwards. "And now... you will face The Alicorn of Tartarus in full force! You will never survive this night!"

“Make all the empty threats you want! I've literally been tearing you apart limb from limb since this fight started! And when I'm done with you there will be nothing left to regenerate!” Rainbow boasted as she flew towards her opponent with the force of a rocket, summoning a massive spear construct around herself in the process. “And now, feel the true power of MY RAGE!” She screamed as she shot straight through Nightmare’s back and stomach, almost ripping her entire body in half. “HA! How do ya like that?!” She cheered as her construct vanished, impressed with her hoofwork.

“Y-You… you...” Nightmare growled as she glared at the Pegasus before her…. before smiling and laughing at her. “...you are a complete and utter fool.” She chuckled, much to Rainbow Dash’s confusion. Before she could retort, Nightmare Moon’s body was encased in an ominous glow before her entire body reconstructed itself, to the point where it seemed like she hadn't been harmed in the slightest! “Did you honestly think it would be that easy? I’ve held my own against Princess Celestia, her pathetic excuse of a substitute, and her so-called defenders!” She scoffed in amusement, briefly recalling her encounter with the three who stood between her and her conquest of Canterlot. “And you are but a single mare, facing off against a force you cannot hope to overcome.”

"A single mare that has lightning on her side!!" Rainbow yelled as another bolt of blood red lightning homed in on Nightmare... but this time she was prepared, swiftly summoning her own bolt of magic to properly deflect it.... right back at the machine. "NO!"

Nightmare chuckled as the right-wing of the factory was immediately sliced off and shattered to pieces as it fell down into the clouds. “Such shoddy construction, did you honestly think such a fragile contraption could really stand up to my might?” Nightmare Moon spread her wings as her ring glowed brightly, summoning a construct in the form of countless bats that proceeded to swarm her opponent. Rainbow Dash spread her own wings and darted upwards, slicing through each and every bat that attempted to strike or bite her, before firing a more concentrated beam of energy at the Alicorn. Nightmare Moon instinctively dissipated into wisps of smoke and darted behind her, crossing her wings in an “X” formation and shooting an X-shaped pulse of dark energy right into her back.

Rainbow screamed in pain as she hit the ground. The surge of energy being much more intense then she expected along with it having at least dislocated one wing."Y-YOU..... I-I'M GONNA KILL YOU!" She shouted as she tried getting back up.

“You'll die trying.” Nightmare stated in an almost mocking tone and she reappeared right above her and slammed her hoof into her back, earning another scream of pain from the Pegasus. “Truely pathetic. Did you truly think that a lowly mortal such as yourself had a remote chance of defeating me?”

"I-I.... I've got one word for you then bitch...... NOW!" Rainbow shouted and not even a second after she said that a giant lightning bolt, something that would go on record as the second biggest lightning bolt in recorded Equestrian history, struck Nightmare full force, causing the undead abomination to shriek in utter pain.... and across the void in a pocket realm... a stone began crackling with blue energy….

For a brief moment, Rainbow Dash felt a pulse, not coming from her ring, but from her very soul… it was like a voice, telling her to fight on…

As she looked back up at the modified weather Factory, she realized that its fiery aura was slowly dimming down, a telltale sign that they were running out of power…..

She had to finish this NOW.

“Y… y-you think you’re so though?!” Rainbow growled as she shot out from under her opponent and into the air, a fiery aura appearing around her as she slammed her hooves together, several sparks of crimson electricity crackling between them. “I’ve already crushed tons of your mooks and your elites!” She shouted as she slowly parted her hooves, creating a small sphere of energy. “And you… their Queen…. you’ll be no different!” She shouted as the sphere got bigger, to the point where it was larger than her own head. “I’ll take you down, I’ll eradicate all of your troops!” She screamed as she held the sphere over her, forcing it to grow even bigger, eventually becoming bigger than her very body! “And I’ll save ALL OF EQUESTRIA!” She hollered as she summoned two claw constructs on opposite side of the sphere and began to forcibly crush the sphere inward until it resembled a massive javelin. “NOW DIE, WITCH!”

She threw the javelin with all her might, sending it hurling right through her chest, the undead Alicorn flinched from the impact, angrily gritting her teeth as she was impaled, but that wasn’t the end of it, the javelin crackled with energy before detonating like a bomb, releasing all of the energy stored within it in one spherical explosion that expanded outwards, shattering the landscape around it, ripping away all of Nightmare’s flesh as she screamed in agony.

Rainbow Dash panted as she floated in place, watching as the dust finally settled and the energy from her attack dissipated…. leaving behind the skeleton of an Alicorn.

“I…. I did it...” She gasped as she lowered herself to the ground to rest…

"Hmhmhmhmhmhm....."

...only to freeze as a dark chuckle echoed across the battlefield.

“Quite the bravado you have, little foal.” The skeleton spoke, looking up at the shocked Pegasus with about as much respect as she would give an insignificant ant. “You remind me of Commander Magnus.” She continued as she body proceeded to restore itself once more, her origins and flesh swiftly regrowing as she rose into the air, her black feathers sprouting from her wings. “Brash, arrogant, headstrong… but like him you never knew when you were outmatched.”

"You..... you're.... you can't be..... that was.... that was my strongest... how are....?" Rainbow stammered as she collapsed to her knees.“H-how? I-you-all of my power-I killed you.... I killed you."

"You moronic fool... you cannot kill that which is already undead." Nightmare Moon chuckled darkly. "Now then... let's fix the problem of you still being alive shall we?"

Rainbow took a hesitant step backwards, unable to comprehend what was happening. “No. NO! I’M NOT DONE YET!!” She screamed as began firing up another crimson orb…

...only for Nightmare to reappear right in front of her, her horn aimed directly at her chest. “MY turn...” She whispered in a sinister tone as she fired at point-blank range, blasting her straight out of the battlefield and into her cloud-base.

Rainbow Dash was sent crashing through the "head" of the factory and straight into the main office. Groaning, she picked herself up and was met with an unwelcome sight: all around her the base was falling apart... various sections of hard ice breaking into pieces as several of the clouds holding the structure together started to dissipate.

"GILDA?! GILDA WHERE ARE YOU?!" Rainbow shouted as she began trying to look through the whole place. Everywhere collapsing rubble seemed to be there to great her. "GILDA PLEASE DON'T TELL ME YOU'RE DEAD!"

"...certainly *cough* feels like it...." The Griffin whispered as she pulled herself out of a pile of rubble. Her cyan comrade immediately rushed to her side and began lifting the debris off her, though it was clear by their armor slowly losing its glow that they were both running low on power. "Refresh my memory Dash, when did we lose control of the situation?!"

"Around the time somehow the bitch decided she wanted to be a badass out of nowhere!" Rainbow snarled. However around them the place began erupting more and more. "Either that or we've severely underestimated her.... he have to get out of here now!"

"You two aren't going anywhere...." Nightmare's voice echoed throughout the chamber as she burst through the floor. "I will take great pleasure in ripping out both of your hearts!"

"....we're too fucking stubborn for that." Gilda snarled as her claws flashed. "You want our damn hearts? You're gonna have to FIGHT for it!"

"Come on bitch. If I'm dying? I'm going down swinging." Rainbow smirked as she got ready for a another brawl.

The demonic Alicorn simply scoffed. “Do you to honestly think you're the first ones to ever say those words to me? Because let me tell you this…” As she spoke her body dissipated into smoke once more, slowly drifting out of the collapsing factory. “...they're slowly becoming classified as famous last words…”

Not wasting a second, she reformed her body outside of the factory, her horn was surrounded in a pitch-black aura that swiftly extended upwards, taking the form of a sword, specifically a katana. However, it didn't stop extending, it grew longer, and longer, never expanding its width, only its length… until it was practically twice the length of the weather factory itself…

“What in Equestria is she….?” Rainbow Dash mumbled as she saw her enemy reappear in the distance… only for her eyes to widen when she saw her summon the sword. “Oh shit-GILDA MOVE!!!”

Then in one swift motion, too quick for the untrained eye to follow, she brought the katana down, slicing the factory clean in half…

As the blade cleaved the factory in twain Rainbow tried pushing Gilda out of the way... but it was too late, the blade struck the lightning clouds with tremendous force, causing a nasty chain reaction as the magic held within it mixed with the dark energy of the blade, resulting in a powerful explosion that obliterated the entire factory. The two girl caught in the middle of the blast as the force of the explosion sent them both flying across the skies in two separate directions.

As Nightmare Moon began to relish in her own victory, she felt another distracting yet familiar pulse of magic, turning her attention to the Moon, she scoffed dismissively. “You're annoyingly persistent, I'll give you that sister. but it's only a matter of time before the rest of Equestria is mine…”

And with those words, she immediately departed from the battlefield, opting to have her soldiers recover of the bodies of the fallen warriors later…

Meanwhile, near the border where the desert eventually lead to the forest, Scootaloo rode atop her pet as they flew next to the train. "They're gonna be fine... I'm sure of it." Scootaloo said to her pet Windigo, though it was clear she was talking to herself mainly. "I mean if it's just a scouting thing it shouldn't be too long right? I mean.... they've already kicked Black Lantern ass-"

"Um.... how long till we-" Braeburn asked as he opened the window.

"CAN I HAVE A LITTLE BIT OF PANIC TIME, PLEASE?!" Scootaloo snapped at the Earth Pony who had this scared deadpan look to him.

"Right. Shutting up now.”

The young Pegasus took a deep breath and composed herself. "I… I’m sorry... it's just... I left my friends behind... I know they're strong enough to handle themselves but-"

Suddenly a loud explosion echoed across the landscape, Scootaloo stopped in midair and turned around. Even though they had reached the edge of the wasteland, the explosion was visible from a distance.

"Oh-no...." Before Braeburn could ask what was wrong, Scootaloo leapt off of her pet and took to the air. “Stay with the train and make sure they get to safety!” She commanded, the Windigo neighed confirmation as it continued to fly alongside the train. The young Pegasus then turned around and zoomed off towards the source of the explosion, desperately hoping that she wasn't too late. "Please don't be dead. Please, no, no, no…."

"Huh... could've sworn it was around here." Twilight mumbled to herself as she examined an area of residual emotional energy.

Twilight's search for the newest ring had landed her close to White Tail Woods. While at first she had gone through the ruins of what was once Cloudsdale, it was clear from the abundance of rage energy she sensed that a certain cyan Pegasus had recently taken up refuge there before heading further south for some reason...

"If only I had gotten here sooner..... maybe I could've discussed things with her..... but with how she is right now she seems rather unstable." Twilight said, mostly to herself as there was no one else present. As she continued musing to herself, she suddenly felt a familiar pulse... as if something was calling out to her, only to be silenced immediately.... the strangest thing was, this feeling wasn't unlike what she felt when the Elements turned against Nightmare.

"..... wait.... did.... was she able to summon one of them herself?" Twilight asked herself as she began flying towards the source. "If my assumption's right then she's going to need some help. Badly."

Sadly before she even got halfway there, her ring immediately started glowing.

[Greed Energy detected, Compassion Energy detected.]

Turning her attention to her ring, a small arrow construct immediately appeared above the icon and pointed towards the woods, in the opposite direction of the pulse she felt...

Twilight bit her lip, somewhat conflicted on where to go first, after a few minutes of thinking she muttered a silent apology and quickly flew down towards the woods, intent on finding the source of the two energy signatures...

As she pulled herself out of the massive crater made upon her impact, Gilda groaned as she tried looking around. Getting the bearings of the land around her, from what she could tell she'd landed somewhere in the middle of the desert. "Uuuugh...... Dash? Wh.... where..... ugh." Gilda could only manage that before she collapsed from the exhaustion. Her lantern suddenly appearing before her.

As she weakly held out her ring and recited her oath, a large oval-shaped shadow loomed over her. Glancing over her shoulder, she realized that some sort of airship had zeroed in on her location. Unfortunately for her, the impact from both the explosion and her crash-landing left her barely conscious enough to focus.

"It landed down here!" She heard one of the voices call out as the airship lowered itself towards her. She desperately tried to get up, but her injuries pretty much rendered that task impossible.

As the energy flowed into her from her Lantern, she finally passed out, only able to hear half of what one of the figures were saying.

"Bring her aboard, and get the Captain...."