She waited for the police force of Cloudsdale to attack her first, so she could let the cries and screams of the surrounding ponies soak into her being. She relished in the chaos she was causing, and wondered how Discord would react. How would the god of chaos see this? The police ponies used clouds as guns, shooting bullets of highly pressurized rain and freezing needles of hail as well as blades of lightning at Effiela all in an effort to hit her. Effiela used her magic to make a wall in front of herself to protect her, but a police stallion managed to kick and shatter the wall with his hooves. While jumping back, Effiela found that he was wearing anti-magic horse shoes, and that all the pegasi fighting her were wearing them.

"Maybe to counter-attack all of these magical beasts nowadays, maybe!" Effiela exclaimed, taking a look at the pegasi coming down fiercely upon her with attacks of their own. The Wonderbolts had come in, ready to blitz Effiela to defeat her and/or distract her long enough for the ponies there to escape to a safer land, just as the Crystal ponies had done. Cloudsdale did not know of the attack however, they did not see or hear anything due to their placement in the vast land of Equestria. Under direct order of Spitfire until somepony was able to get ahold of Princess Celestia, the Wonderbolts used their own trails of magic to push Effiela back and block her sight. Immediately, Soarin used his back hooves to kick Effiela in her face, knocking her back significantly, while Spitfire and Blaze grabbed her from both sides by her wings and drilled her into a building.

"C'mon, ya gallopin' ponies! Move it, don't let her recover!" Misty Fly shouted. "Five Elements Formation, GO!"

Effiela watched as Soarin used a metal chain, held in his mouth, to hold her down in the building, but he flew directly into her, pushing her farther into the building. Soarin hooked the chain onto a chair which was bolted into the ground, then he flew back out.

"Fool! I can easily break these chains!" Effiela yelled, trying to use a discharge of magic to break the chains, but the chains seemed to work as seals on her power, leaving her powerless for the time being. "Oh... damn!"

Fire Streak, Misty Fly, High Winds, Lightning Streak, and Silver Lining all surrounded the building which Effiela was trapped in and began to fly around it at massive speeds, soon creating a tornado which ripped the building up from its foundation, lifting it high into the air.

"Keep it up, Wonderbolts!" Spitfire shouted, flying high above the building and the tornado with Surprise and Blaze by her side. Soarin, Wave Chill, and Fleetfoot flew higher above them, also creating a tornado, but with black clouds charged by lightning. The five pegasi taking part in the Five Elements Formation flew from the spinning tornado and flew through the one made by Soarin, Wave Chill, and Fleetfoot, carrying behind them:

Fire Streak: Flames

Misty Fly: Hot Steam

High Winds: Wind

Lightning Streak: Lightning bolts

Silver Lining: Water, Wind, and Lightning (though, mostly water)

The Five Elements Formation pegasi crashed through the roof of the building and into Effiela Claire, letting loose their own trails of pegasus speed, allowing it to blast into Effiela's body, generating a great explosion which was contained by the tornadoes and compacted around Effiela's being. The top tornado made by Soarin, Wave Chill, and Fleetfoot fused with the bottom tornado and created a massive powerhouse of electricity and lightning. All of the Wonderbolts jumped onto the cloud tornado and kicked onto it again and again, shooting lightning bolts into Effiela at all directions.

"Don't stop, Wonderbolts! Not until we know she's done!" Spitfire ordered them, as they kept stomping and stomping away at the tornado.

For what seemed like forever, the Wonderbolts had made a charge of lightning so big, that the clouds had turned completely white and looked as if it were about to burst. The Wonderbolts were pushed away by its force, and it even rose up into the sky by its self, seemingly pushing itself away from the earth's magnetism.

"With an attack that powerful, it ought to be a one hit kill right?!" Surprise asked Spitfire, who chuckled and nodded.

"I have a bad feeling about this!" Fleetfoot cried, dropping down for cover from the blast.

The cloud began to discharge lightning from itself, aiming down at the Cloudsdale weather factory, where the workers were prepared for a case like this. They had built a machine that could fire the power of the rainbows they made, similar to the Elements of Harmony, but not as magical or friendship-oriented. The Rainbow Revolving Rifle, or TRIPLE RRR, was created after the battle against Tirek, as most of the settlements in Equestria took it upon themselves to create weapons of mass destruction to defend themselves individually just in case anything happened to the Mane 6 and/or the Elements of Harmony, or if they could not work fast enough to be the protectors of Equestria's big cities and Empires. The Rainbow Revolving Rifle was truly a testament to the extent of the power of Cloudsdale.

"They're using it now?!" Misty Fly cried, running around in circles like a Scootaloo with its head cut off. "Don't they know they'll destroy us all if that thing goes off?!"

Surprise smacked Misty Fly with her tail. She looked her directly in the eyes and told her, "We were selected individually by Princess Celestia herself to be masters of aerial acrobatics! Not protectors of Cloudsdale!"

"But I said nothing about that!" Misty Fly replied, before Surprise stuck her hoof in Misty Fly's mouth.

"We fly fast, we're the Wonderbolts," Surprise replied, "no matter how big and strong any explosion may be, we will outfly it!"

"Do you guys want to be left behind? !" Spitfire shouted back at Surprise and Misty Fly as she and the other Wonderbolts flew away. She looked ahead again and noticed a gigantic black blob of flesh rising up from the dead bodies of the ponies Effiela had killed. The pegasi stopped right in their tracks and looked scarily at the horrid mass before them.

Surprise and Misty caught up with them. "Why'd ya guys stop?" she asked, until looking at the black blob herself and jumping behind Fleetfoot, who had hopped behind Blaze, who had hopped behind Soarin, who had hopped behind Spitfire,  in fear. "Holy heavens of Equestria, my dear Alicorn Princess Celestia, let Luna be my witness and Cadance my shield, what the buck is that?!"

The blob devoured the dead bodies of the pegasi and made them morph into pony pegasus zombie with the skin and bodies of changelings, with the exception that now the changelings actually had pony wings now to use in conjunction with the unicorn horns Effiela modified them to have. These were not truly alicorns, since they weren't technically alive by their own magic, but by Effiela's. They were alicorn changelings.

"What are those?" Spitfire cried, standing back in fear and disgust.

"I don't know, what ever they are, they're gettin' pawnched!" Fire Streak shouted, as his hooves were now covered in fire from his body. He ran to one of the alicorn changelings and tried to punch it, but it used magic to blow a hole through his chest with its horn.

"Fire Streak, you idiot! Why?!" Blaze screamed as the first victim of the alicorn changelings was claimed. The changeling which killed him devoured his body and created another out of his corpse, much to the Wonderbolts' disgust. Blaze watched this and cried out for him, as she knew which body was his. She could hear him, as if the changeling subjects' skin only kept the locked souls of the ponies they devoured. "F-Fire Streak? Is... is that you?"

"Blaze! Snap out of it! He's not there anymore, he's dead! We have to leave now!" Spitfire ordered Blaze, who dropped down before the alicorn changeling which was Fire Streak. It even had his mane and its color, and under its changeling eyes were his eyes. Blaze began crying loudly and begging for Fire Streak to listen to her.

"Fire Streak, if you're still in there... then please! Please listen to me! I will never forget you!" Blaze cried out to him as he stood before her emotionless and twitchy. "I remember our dates... when we would race by the rivers and lay in the flowerbeds... when you told me you loved me... I remember when I finally told you I loved you too, and when you smiled and told me I was the mare of your dreams! You vowed to stay by my side, to never leave me, and you do this?"

Spitfire flew towards Blaze and punched her in the face, knocking off her aerial goggles. "What the hell is wrong with you? You can mourn all you want after this, we all can mourn after this! Now is not the time, now we have to fly away! Do you hear me? Do you understand what is being ordered to you?"

Blaze lay on the ground, covering her face while she sobbed quietly and shook violently. She coughed as she tried her very best to hold in her cries. "Fire Streak... please..." she whined, standing up and wiping her tears away. "I... I'm...I'm pregnant."

Spitfire's look of rage slowly turned into one of sorrow and regret. She closed her eyes and looked away, beginning to cry herself.

"I shouldn't have waited to tell you for so long, and now that you're dead... it doesn't even matter..." Blaze said softly, looking up to the changeling Fire Streak with a defiant expression painted on her face but smeared with tears. "I know now that you're not here anymore... and it's far too late to tell you, but it's the truth... and after all of this is said and done, I'll be sure to tell our little colt or filly or what ever sex the baby will be, that you would have been a great father. I... I love you, Fire Streak."

The Wonderbolts listened in pure sadness, powerless to do anything against the power of death. Spitfire looked back at the cloud which held Effiela, still about to explode, and then the Rainbow Revolving Rifle, still about to shoot the cloud down. She felt mixed feelings, but then regret for how she treated her teammates and peers, especially Fire Streak. She could never apologize to him, but she still had them at least. Apologizing was out of her league for now, she was the captain, and in times like this, she had to be strong, because if she was not, then who would be?

The Rainbow Revolving Rifle was finished charging its rainbow powered beam, and discharged at maximum power, also giving the rainbow laser aid with smaller cloud-powered lightning gatling guns. Once the rainbows pierced the skin of the cloud, the explosion shot downwards and upwards, then sideways, blowing back most of Cloudsdale without actually doing it serious damage. The lightning only gave fuel to the fire and made the explosion no bigger than it already was. After that, the weather factory began to descend to the ground, as this was actually a defense to prevent the enemy from counter attacking if they survived the raid. Surely the guns needed alot of energy, and for a case like this, the factory used up the entire energy source it had for the next three to seven months.

The smoke died down, and out of it fell a severly injured Effiela Claire, whose body was automatically using Queen Chrysalis' green dark magic to slowly regenerate her injuries. The pegasus pony opened her eyes and quickly caught herself, now trying to recuperate her senses and continue her vengeful ravage upon Cloudsdale life force. She was aware of her changeling subjects, as she called for them to help her once the Wonderbolts jumped her.

"Our enemy is still alive!" Spitfire announced. "We do not have to worry however... she seems slow and has grievous wounds. If we continuously attack her without ceasing, then she will surely fall and give up before our power! I know we just lost a valuable member, but if we let his death get to us and give up, then he will have died in vain! He will forever be our example of true courage, because he died fighting, not running! Now... how will you die? As cowards, or as WONDERBOLTS?!"

" I'LL DIE AS A WONDERBOLT!" Blaze cried at the top of her lungs as she flew at her top speed towards Effiela, whom she pulled by the mane and whipped her towards the inner city of Cloudsdale. The force of Effiela hitting the ground nearly led the Wonderbolts to begin flying. They were almost scared at Blaze's newfound strength.

Effiela got back up, about to shoot a Silver Cannon at Blaze, but Blaze used her speed to zigzag back and forth, seemingly making clones of herself and greatly confusing the tired, beat down Effiela Claire. As Effiela tried to use a shield, Blaze managed to shatter through and punch Effiela in the face over and over again.

"For Cloudsdale!" Blaze cried, jumping up and drop kicking her opponent face first down. "For Fire Streak!"

The other Wonderbolts arrived and surrounded Effiela together with Blaze, who was breathing heavily in fiery anger, still seething with rage to release her wrath upon the Witch Pegasus.

"Just give up and turn yourself in!" Surprise demanded.

"Yeah, you're surrounded, by the Wonderbolts at that!" Lightning Streak added. "Don't do anything you'll regret! Ya here me?!"

Effiela just began laughing, and licked the blood dripping from her head. She relished in the taste of her own blood. It was not somepony else's, it was her's! She had never tasted her own blood before, it tasted a little bit like Queen Chrysalis' DNA brew. But she did not care, she was fighting the Wonderbolts, and loosing. She had just taken down the entirety of the Crystal Kingdom and was barely just beginning to take over Cloudsdale. Though, she was only doing it for the hell of it. This fear flooded her heart, what if she lost?

"I've taken down the Crystal Empire and defeated their entire royal guard, along with the captain of the royal guard himself, and even Princess Mi Amore Cadenza!" Effiela exclaimed, laughing crazily to the heavens. Her dark magic began to leak from her body, a rainbow of the black magic of her fear and hatred, the green magic of Queen Chrysalis, the red magic of the Alicorn Amulet, the blue magic of the Crystal Heart, and then her own silver magic. "I've done all of that effortlessly, and you're telling me that I'm getting my ass handed to me by the bucking Wonderbolts? !" Her magical pressure became very dense, making it hard for the Wonderbolts to breathe and stand close to her, so they all took wary steps backwards. "The damned Wonderbolts! The acrobats who know nothing but how to fly fast, compared to the highly trained royal guards of an Empire, I don't care if it was only the Crystal Empire, but compared to the Wonderbolts, they should be powerful enough to put up a challenge! But NO I get my ass handed to me by a bunch of flying, cosplaying clowns! It's so embarrassing, I don't want to continue! What?! Will I fight a filly who'll rip my eyes out?! Am I really this weak?! I TRULY COULD NOT LAUGH HARDER!" Effiela shot many of her Silver Cannons at the Wonderbolts, who all dodged and counter-attacked with great power, continuously knocking Effiela down each time she tried to get back up. Blaze and Misty simultaneously kicked her in the face, but Effiela teleported behind them, leaving behind a burst of magic to blow them back, and once they fell past her, she used magic to grab them by the heels as slam them all over the ground.

Spitfire and Soarin made a tornado around Effiela to distract her long enough for the other pegasi caught by her to escape and gather their senses.

"You guys okay?" Wave Chill asked them, helping them to stand.

"Yeah... we're fine," they replied quickly.

"But we can't stop attacking now! We have to keep going!" Blaze pressed them, flying back to Spitfire's side.

Surprise and Lightning Streak blocked Effiela's view with their cloud trails, and as Effiela rushed through them, she was back hooved in the face again by Blaze. The kick launched her downwards into the cloud ground once again.

The portion of the cloud which Effiela landed on began to turn black and overcharge with electricity, which got into Effiela's body. She shot a spell at her alicorn changelings, forcefully animated them with the lightning from the clouds, quickly ordering them to attack the Wonderbolts. Effiela teleported beside one of them and chomped on its side, using Queen Chrysalis' blood running in her veins to force the body of the alicorn changeling into her own body like it was water. This fused the dead pony's soul within her own, healing her injuries and returning her stamina, but surely not 100%.

The Wonderbolts fought fiercely against the alicorn changelings, and Blaze came across Fire Streak once again, flying at him at full throttle. With tears in her eyes and sadness eating away at her heart, Blaze effortlessly tore through the dead pony's alicorn changeling body so fast, that not a single drop of blood was able to stay on her body long enough to stain her.

"I heard all of your pains!" Effiela yelled at them, flying back up into the air and looking down upon them as they battled the alicorn changeling army. "I can relate to you all when you say you want to mourn the death of your friend. But that is part of your still young pain cycle! I will bring you pain, and you will cry, but I will then show to you all the true meaning of happiness! You can only know happiness once you know pain, and once this is over, I will show you all how to live in harmony! Is harmony not what you want?"

"SHUT UP!" Blaze cried, catching the attention of her peers. "Will you accomplish that by killing all of the ponies in your way?! How can we be happy if we're all dead?! And why go about it this way? Do you really believe we don't have the sense to live in harmony? Or are you too lazy to see we already have what you're trying to accomplish? ! What love will you get by spreading chaos amd hate?!"

Effiela teleported in front of Blaze and looked at her with a look of authority, but Blaze was not afraid, she stared back just as intensely and tried to punch her, but Effiela teleported behind her, turning back around with still the angry look on her face. "Today, I declared myself God of Equestria," Effiela replied, "I know how extreme my methods seem, but I set down the laws now, now that I am God. You must bow to me!"

"How can you call yourself a God when you do this much evil?!" Blaze questioned her. "And how do you think you can just declare that you are the God of Equestria when we already have a Princess to bow down to?"

"Where is Celestia now?" Effiela growled. "Is she here, trying to stop me? Or is she in Canterlot, sipping tea? Does it bother you that an inexperienced princess handles the business of a 1000 year old mare who's seen enough to do for herself in her own understanding? How can you put your trust in any of the princesses? Cadance is weak, Twilight is much too young, Luna is not authorative or harsh enough, and as for Celestia... if the mare has to depend on a silly feeling like 'love' to handle a threat big enough to destroy Equestria, then how powerful is she really? But me, I will be what they aren't, and I will punish the ponies of Equestria for their insolence, building them from the ground up in my image! I am the God here, not Luna, not Celestia, ME!"

Blaze screamed as loud as she could, beginning to cry now. Spitfire looked at her in worry, pulling her back from Effiela.

"How dare you talk down on our greatest relics of Equestria! How heartless can you be?!" Spitfire shouted.

"God's have no need for mortal things such as hearts!" Effiela exclaimed, flying at Spitfire and clashing hooves with her, now in hoove-to-hoove combat with her. "Don't compare me to the likes of you, who knows not her own true power, you can't dream of comparing to me!"

"I'm Spitfire, buckhead!" Spitfire yelled, head butting Effiela away. "My Princess is Celestia! I will bow to no other and I will die on that!"

Effiela had to recover from the hit, she looked at Spitfire, who smiled deviously. Effiela smiled as well, then began cackling like a witch. "Why build such faith upon sand, my little pony?" She announced triumphantly. She spread her wings and charged magic through her body once again."If you truly all are foolish enough to believe in Celestia's power over my own, then I see you have been born a century too early! Let me end this despair for you now..."

The alicorn changelings suddenly disappeared, and not one was left, and using this as a distraction, Effiela boosted herself farther into the sky until she was right before the sunlight. Spitfire, Blaze, Soarin, and Surprise followed her up, but never made it to her as she used the first stage of her Silver Nuke to blow them back down to Cloudsdale. She teleported out of the dimension once again, but this time to charge more power.

The Wonderbolts got back up, taking notice that Spitfire had broken a wing. They ran to her aid, but Spitfire rejected them, telling them to run. "Go! Leave me be! There's nothing else we can do!" Spitfire ordered them.

"But Captain Spitfire! We can't, we've lost one too many friends already! Not you too!" Blaze screamed, hugging Spitfire as hard as she could and bawling loudly again. "And you're our captain, who will lead us while you're gone?! Who?!"

"A crybaby as always..." Spitfire groaned, pushing Blaze off of her. "Today, you ponies are relieved of your following under me... you will follow a new pony to take my place..." She looked to Soarin, pointing at him and smiling. "You better do good as the captain of the Wonderbolts, Soarin... I mean, you do have the most talent out of all of us, besides me, and you're always by my side, making sure you learn as much about being a captain as much as a member of the Wonderbolts. If anything, I'd say you were planning on doing this from the start! Ha!"

Soarin bowed to her in respect, now crying like the rest of them. "I'll do my very best, Captain Spitfire! I will never let you down! For Celestia's sake! I swear by oath to Celestia to carry out my duties as newly appointed captain of the Wonderbolts to the best of my ability and farther on to the end of time!"

"Hey... you're the captain now, just call me Spitfire, Captain Soarin," Spitfire said, coughing up blood. "Damn... looks like I was hurt more than I thought... that pegasus pony has alot of power, and we may have held her off enough to defeat her, but our main goal was to ensure the survival and escape of the residents of Cloudsdale, and we have accomplished that. All you have to do now is protect them from anymore threats. I doubt that pegasus pony will go after them, she's possibly gonna go to Canterlot to fight Celestia and Luna."

"But then we have to go protect the princesses!" Surprise cried out.

"We can't measure the value of two lives over several thousand," Soarin said to them.

Spitfire nodded. "Your Captain's right... and plus, I'm sure Celestia and Luna would want you all to protect any survivors rather than them."

"They can handle themselves, right? They're our regal sister alicorn Princesses! Princess Celestia and Princess Luna! They can mop the floor with that dumb ass Witch Pegasus!" Blaze exclaimed.

"Enough has been said," Spitfire said as she began to space out from the pain and internal bleeding. The ground began to tip over, as the alicorn changelings were under Cloudsdale, flipping it over so Effiela could teleport directly into it with her Silver Nuke. Spitfire began to slide until she caught onto a streetpole. "I'm nothing but dead meat now! Just go! I... I l-l-love you all!"

The Wonderbolts all said their goodbyes to their previous captain and followed their new captain off of the now doomed Cloudsdale. Soarin proudly led his newly reformed Wonderbolts down to the land, leaving Spitfire, who took her last look at the sky before it was completely covered by the clouds of Cloudsdale. She held onto the clouds with her teeth until she grabbed on with her two hooves. She dug through the clouds, getting to the other side, where she saw the alicorn changelings fleeing from what was coming from above.

"So that's how I die..." Spitfire said, looking at the descending explosion and silver-colored magic of Effiela's Silver Nuke. "I've never seen such beauty in a flight before... how lucky I die from this..." She did not wince, as she wanted to look into Effiela's eyes as she let go of life. The force pushed her through to the other side  of Cloudsdale,  where she met Effiela face to face before delivering to her a smile. "Thanks for giving me this flashy death sequence, I guess you do have a heart afterall..."

The explosion of the Silver Nuke completely obliterated every last bit of Cloudsdale, and the vast width and length of the blast stretched all the way to earth below, managing to scratch into her skin a deep scar that would never leave. Without a barrier to limit the power of her Silver Nuke, Effiela managed to show the world of Equestria her true power.

This was another victory tallied in Effiela's favor. Next Chapter: Act 1. CHAPTER 5: Attack on Canterlot Estimated time remaining: 1 Hour, 10 Minutes