*Whir whir whir* The sound of dishes being scrubbed clean reverberated around the kitchen, shaking the already clean ones as Zecora scrubbed. The sound of clanking utensils that they never used, the sound of a brand new water pump and filter system that they installed just recently, and best of all the sounds of a pregnant, stubborn yellow mare humming a tune to herself as she helped out around the house.

"You know dear, I can handle all the chores myself. I took a week from work in case the day comes early." Zecora said as she put away a few dishes to dry.

"And do what exactly? Knit? I may be pregnant but that's no reason I can't help a little." Fluttershy replied curtly.

Zecora stacked a few more bowls on the strainer before pulling her apron off and throwing it over a chair. "I see that you still refuse to follow nurse Redheart’s orders."

"I am well within my boundaries for physical activity thank you very much." Fluttershy replied curtly as she lifted a few plates up and hoof dried them before putting them away in the cabinet. "Besides I am not even due for at least another two days."

Zecora nuzzled Fluttershy, smiling. "The nurse said a five day span in either direction from the due date. Somepony seems to have selective hearing."

Fluttershy giggled as she nuzzled Zecora back. "It's not selective hearing, it's something I learned from a special somepony; stubbornness." Fluttershy pulled away and stared out the window. "The petunias need weeding."

"I see that. How about we both weed the garden, if I can't talk you into taking it easy, I may as well have your help where I can keep an eye on you."

"I guess I can make that compromise, but don't expect me to be a slacker."

"Knowing you, you will try and do all the work regardless of my help." Zecora opened the side door to the kitchen, holding it open for Fluttershy.

Fluttershy walked out the door humming to herself, stopping to turn her head at Zecora. "You can blame Applejack for the work ethic but the stubbornness is all you hun." Fluttershy skipped off to the petunia patch, pulling weeds out with her teeth.

Zecora closed the door behind her shaking her head.Crazy Mare,no wonder I love you so much. Zecora walked over to Fluttershy who had oddly stopped picking weeds. "Is...something wrong dear?"

Fluttershy tuned to Zecora, beads of sweat running down her face. " Hun...I think it's..." large streams of fluid began to run down Fluttershy's back legs. "Time, yes. It's time."

"I want you to breathe deep dear, don't panic. Stay right there while I go fetch the cart." Zecora ran to the back of the house towards the shed, leaving Fluttershy to go about the breathing exercises she practiced at the hospital.

Fluttershy flicked her mane in the sunlight trying to keep her cool as she breathed deeply. She could feel her foal kicking about, her body going into birth mode as her body experienced the first wave of contractions. She figured the sensation would be weird like the doctor said but she didn't expect it to be so fast. Her backside was making long thorough contractions, inching her foal down the vaginal tract. "Oh, my."

Zecora rounded around the edge of the house pulling a cart with her teeth instead of the harness. She quickly pulled up next to Fluttershy and tilted the back up for easy entrance. "Get on dear, we need to get you to the hospital as soon as possible."

Fluttershy looked into the back of the cart, three haystacks padded each side and the center was padded with a old mattress topped with a blanket. Fluttershy slowly lifted herself into the back of the cart, Zecora standing behind her in case she fell. Fluttershy took her first few steps onto the cart, the bed was a bit dusty and well used but otherwise comfortable under her hooves. The hay bales seemed to be strapped to the sides of the cart with rope, almost as if Zecora planned to use this.

"Remember what the doctors said. Lay down in a comfortable position and concentrate on your breathing."

Fluttershy laid down, tucking her hooves underneath her chest. "We need to get there quick, it really wants out."

Zecora ran to the front of the cart and strapped herself into the harness. "Don't worry. The hospital is less than a five minute trot from here, three if I gallop."

"A trot will do just fine. I don't think I can handle all the shaking if you galloped."

Zecora rounded about and trotted briskly out the gate, her mate in tow. "Focus on your breathing, I’ll get us to the hospital." Zecora opened the front gate and headed down the short trail to the Ponyville general hospital. As she trotted along she could hear something of a faint whine. She turned her head to see if it was Fluttershy but she was busy breathing still. "Do you hear that Fluttershy?"

"I can, i think it's coming from the-"

*snap*

The cart suddenly lurched to the left, bolts flying into the air and the wheel rolling off downhill. Zecora pulled the harness off as fast as she could, darting to the back of the cart to check on Fluttershy. "Are you alright!?"

Fluttershy was shaken but unharmed. "I'm fine but I think the cart is ...oh, how does Dashie say it, 'boned'. "

Zecora walked around to the left side of the cart, looking for any clues as to why it broke. The wheel well seemed to be undamaged, the metal screws used in the steel wheel bracing were laying around the cart, sheared off from the impact. Zecora moved to the back of the cart. As she looked under the cart she noticed the axle seemed to be split down the middle and something was moving underneath the wood. Zecora reached underneath with her hoof only to get a sharp sting on it moment later. She pulled her hoof out to find a few soldier termites, busily biting and squirting her hoof with acid. Shaking her hoof to rid herself of the insects Zecora took a closer look under the cart. It seemed like an entire colony had made it's home on the underside of the cart as bits and parts from the wood were flaking off.

"Can we fix it?"

"Afraid not hun, termites have made their home here."

"I guess I can walk, no need to evict them."

Always looking out for everypony or everything other than yourself. "Not if I have anything to say about it, I can still carry you on my back."

"Zecora, I can still walk -"

"I'll have nothing of it. You need to look out for yourself. I will not have my own mate walk her way to the hospital while in labor."

"Eeyup."

Fluttershy and Zecora turned their heads to find Big Mac sitting at the crossroads ahead of them. Behind him was a large cart full of hay bales with very little space for a mare in labor.

"Big Mac, I need your assistance if you will. Could you spare to lose a few hay bal-"

Before Zecora could finish Big Mac removed most of the bales of hay from the cart by tipping it over. Big Mac then pointed at Fluttershy and swung his head to motion her onto the cart.

Fluttershy nodded in response and slowly go herself off the cart with Zecora's help. Zecora walked close by Fluttershy, letting the mare lean on her as they slowly boarded the mostly clear cart. Fluttershy laid down by the back as Zecora walked forward to help Big Mac pull the cart only to get a hoof on her chest to stop her.

"You do not need me to help pull the cart?"

"Nnnope."

"So, I guess I'll just hop in and keep Fluttershy comfortable then?"

"Eeyup!"

Zecora hopped up in the cart and laid down next to Fluttershy. "Thank you so much for this Big Mac, we owe you big time."

"No problem. Glad to be of assistance ladies." Big Mac started slowly down the road, taking heed to not jostle his precious cargo too much.

In the cart Zecora was busy keeping Fluttershy's breathing exercises going. I hope we get there soon. Fluttershy’s body wants that foal out like lightning.

Celestia prodded the front gate of Fort Zidalf with her horn, checking the interior as far as she could sense for traps. Oddly, instead of a sense of intent to harm from possible ambushes, all she could seem to detect were bursts of sadness followed by silence.

"Celestia I don't think they trapped the building. Even if they did they would have known that it would be fruitless with you here." Twilight said.

"I’m not so sure Twilight. She must have expected me to survive that explosion.”

Derpy walked up to Celestia and saluted her. “Preliminary scans show that the explosive fragments are from a rare element that takes years to stabilize for explosive use. Even technologically advanced countries only stabilize a few grams a year."

"I see, good work as usual Sky Admiral." Derpy's investigation skills didn't instill much confidence in her. Not because she was incompetent but because this fort reeked of foul magic and death, far more than she had ever expected. Dangerous explosives were most likely only the beginning of the dangers they would soon face.

"I think the first step is figuring out this combination on the door, traps inside won't matter if we can’t actually get in." Twilight said while examining the door. “We could just blast it open or use a knock spell but it may be magically warded.”

"Hmmm." Celestia moved her horn to the strange three handled, steampunk-looking door and began to probe its inner workings. The inside was mostly steel with cogs and gears at very strange angles, almost as if they didn't actually work and were there to confuse unicorns. Celestia felt her way through the maze until she found something that felt like the mechanism, right behind the handles. "Is that it?" Celestia pushed her magic up against the handles but found that instead of moving, her magic was being siphoned off or reflected around, breaking her focus. "Odd, I don't recall too many materials being able to block magic so well."

"Let me try, Princess." Celestia stepped aside to allow Twilight room to focus. "This shouldn't be too hard." Twilight closed her eyes, her magic penetrating the door. "Hmmm." Twilight felt her consciousness run into the same dead ends Celestia found but it didn't deter her. "Interesting." Twilight felt her magic bump into a element she had never sensed before, her magic slowly being siphoned off as she pushed against it. "I see what you mean Princess. It almost feels like elementium but it's far too smooth and potent."

"I figured elementium as well but that metal is extremely rare in most places except for the Crystal Empire or the pits of the Dragon Wastes."

"P-princess?" The group looked behind them to find the handmaiden from earlier behind them, her daughter Sunflower sound asleep on her back in a basket. "I was just cleared to leave for my home village, Tuscan just a few minutes ago but, well..." Daisy walked up and wrapped her front hooves around Celestia's neck, crying, much to Celestia's surprise. "I'm so sorry for what happened to you but at the same time grateful for the risk you took to save my daughter."

Celestia put her front hoof over the back of the maiden. "Don't mention it, I can't stand the innocent being in the line of fire like that and least of all children." Daisy let go of her grip and stared at Celestia for a moment. "Do you need help getting into the fort?"

"Yes actually, we haven't been able to figure out the combination for thi-"

Daisy turned her back to the door and gave it a swift kick to the bottom right section of the door. Two clicks later the door slowly opened up, the smell of musty death hung about the entrance.

"How did you? With brute force?" Twilight sat on her haunches, stunned.

"The lock is not actually a lock at all. It's just there to mess with over-analyzing unicorns, the real latch is on the inside bottom right hinge where the steel is thinnest."

Sky Admiral Derpy stepped up to Daisy smiling. "Good work but are there any traps inside we need to know about?"

Daisy put her hoof to her chin. "There are a few prisoners in the dungeon and probably the bulk of them in the audience chambers. Though how to get into said chambers I do not know, the door was always sealed when I was in that horrible place."

"Thank you for your assistance, we will take it from here." Celestia nodded to Daisy and she returned the gesture as they both went their separate paths. Daisy headed to the edge of the camp, waving goodbye as Celestia , Derpy and Twilight vanished inside the old fort.

"Princess, why didn't you ask her to join us? She probably knows more about the layout of this fort than anypony else."

"Because I feel a grim sense of danger about this place, I rather not put her or her filly in danger again." Celestia walked down the corridor, her horn lighting the way. The group finally came upon a very large silver door on the right side of the main hall. "Do you feel that Twilight?"

"How could I not, it's so strong coming from there."

"Feel what?" Derpy asked.

The two magically adept ponies stared at one another and then looked at Derpy.

"The magic normally associated with making 'Spear of Sealing' copies, lots of it too." Twilight pointed at the silver door. "I think the door is made of the same thing although alloyed with something."

Celestia set her horn close to the door and it began to siphon off small chunks of light from her horn, almost as if consuming the magic. "I figured as much, it's alloyed with Elementium. Which means..."

"We can't cut it open with magic, at least without spending weeks to do so." Twilight's horn lit up and fired a cutting beam into the door to not so much as a scorch mark. "I guess this means we have to open it the old fashioned way."

"Maybe there is a key or clue about how to get in somewhere in this fort" Derpy suggested, scratching her leg.

"The Sky Admiral is right, As much as I hate to say this we need to split up. Derpy, I want you to try and figure a way through this door." Derpy gave a little salute in response. "Twilight I need you to check the service quarters for clues, possibly the barracks as well."

"On it Princess!"

"I'll check the armory, dungeon, throne room and Maskia’s quarters. After I finish with that we will meet back here to find out whatever is behind this door." Celestia lowered her horn to the floor and magicked three blue emblems into existence. "Each of you take one of these, if you get in trouble we can teleport instantly to your side by pressing the center of the emblem."

Each pony took one of the emblems and attached them somewhere on their apparel. Derpy on the top of her helmet, Twilight on the latch of her cape and Celestia around her neck attached to her royal adornments. "Remember, safety first. No getting into things you can't handle, no information here is worth dying for."

The group gave nods at one another and split up, Derpy going to work on how to open the magic-proof door while Celestia and Twilight went about finding clues in the fortress.

Twilight headed down the left fork in the corridor, the torches lining the walls just barely lighting the way with the last embers they had left. She quickly came to a dead end with three doors. "Which one first?" none of the doors seemed to have any identifying marks on them and the place where a metal plate used to hang only had screws sticking out of the stone. "I guess right to left works."

Twilight slowly creaked open the right door and peered inside. Rows upon rows of tables lined the walls, stools and chairs leaning up against them. "The mess hall?" Twilight walked inside, her curiosity overpowering her orders from Celestia. "I wonder what these ponies ate." On the far end of the room was a pair of doors, one with a picture silhouette of a stallion on the door and the other of a mare. "Restrooms over there." Twilight's eyes settled on the center of the far wall. A steel shutter where they served the food was over the window and a swing door was shut. "And that would be the kitchen."

Twilight walked up and slowly opened the door. Sitting on a stove was a large pot and the shelves above were lined with various cookware. A small hallway led to a room towards the back that from a distance looked very bare. Twilight walked into the kitchen checking the various foreign cutlery, stopping to peer into the pot. "Huh, not exactly high living." The pot was only half way filled with water, some mushroom bits floating on the top and some cooked rice settled on the bottom with what looked like some kind of over cooked red peppers.

Twilight lowered herself down from the stove and headed into the back store room. Rows and rows of empty shelves with only a few bags of rice spread sparsely among the shelves. "This isn't enough for a small family, let alone an entire army." Twilight looked about the shelves, finding some cans of tomatoes, mushrooms, and potatoes. In the back of a room was a table that she couldn't get a good look at through the shelves, something red was on it. "Hmmm." Twilight moved through the corridors of shelves towards the back table. when she finally reached it she had to cover her mouth to avoid losing her lunch on the floor. "Gross!"

A butcher's knife was stabbed into the table next to the corpses of a handful of rats and field mice, most of them with their innards cleanly cut out from their ribs. "How can anypony eat that? I mean you have to be really desperate to eat meat. Gross." Twilight examined a sink behind the butcher table, the drain looked as if it been stained red for a very long time. "Poor things, they didn't deserve this." Twilight set her horn onto the table and set the corpses lying on it ablaze. " Ashes to ashes, may your spirits be at rest." The flames quickly died down, leaving only piles of pale ash in their wake. Twilight shook her head somberly and exited the kitchen.

She made her way back into the hallway to decide where she should explore next. "I guess the center is as good as any option." Twilight pushed open the door which squeaked loudly and unnervingly on its hinges. The dimly lit room revealed lines and lines of bunk beds on either side of the room, a double wooden chest on the ends of each bed. "Huh, the barracks I suppose?" Twilight walked into the room scanning for anything out of place. All the beds were made neatly, with the kind of military efficiency Twilight would expect from a military base. All except one, a bed in the far corner seemed matted and disorganized, as if the pony sleeping there was either new or didn't have much respect for pointless bed making rituals.

Something else caught Twilight's attention next to the unkempt bed. Sitting on an end table by the wall was a open journal. "That's a good a place to start as any." Twilight lit a light at the end of her horn and began to read the entries.

"War journal, day eighty-seven. We managed to corner the fifth division steel wolves in a mountain pass yesterday. The battle was...strange to say the least. Most of the ponies seemed to be armed with only school supplies and while being hit with a book and getting paper cuts is annoying, it hardly constitutes as a viable weapon. They however fought to the very last pony. I can respect that, I only hope they are at peace knowing they tried their best."

Twilight turned the page to a few entries later.

"War journal day one hundred and seventeen. The 3rd and 7th legions as well as the 2nd legion grenadiers arrived at the very northern shore of Hems-Lit some twelve hundred miles north of Zidalf. The grenadiers managed to flank us and set up an artillery base a couple hours south of here but to little strategic effect. I am worried about this fort being struck by artillery attacks but my commanding officers told me not to worry, that we could see any strike coming for miles from the desert they set camp at."

Twilight turned the page again.

"War journal supplemental. We have incurred many losses in the battle against the 7th and 3rd legions yesterday. Our armored battalion from Tuscan has arrived to relieve us but the outlook is grim, these ponies from Equestria fight like demons."

Twilight flipped through the pages, finding mostly personal reports on various battles throughout the war but one toward the back stuck out.

"War journal day seven-hundred. Maskia keeps telling us victory is at hand but I am too depressed to believe her. The cupboards are bare, the men having to melt down whatever they can for weapons and arrowheads and we haven't heard from the council in awhile. Worse yet Maskia keeps bringing in these mind slave ponies in against their will saying "It's for the greater good" but I just can see past how wrong it is. I thought were we fighting against Equestrian slavery not being hypocrites and doing it ourselves. I hope this war is over soon, maybe Equestrian rule won't be so bad, at least I hope they properly feed us."

Twilight felt taken aback by the mysterious soldiers words. "Slavery? Since when...?" Twilight looked about the room and noticed there were posters above most of the beds. Some of them depicting Celestia in a brown coat whipping Zebra as they pulled large stone statues in her image. "Propaganda? They really believed we were the bad guys didn’t they?" Twilight turned her attention back to the journal and continued to read.

"War journal day seven hundred and ten. Maskia has announced that we will surrender, but adjudicate that lands remain under her and council control. This would be a relief if my comrades were not coming up missing. Each night one more goes to the audience chamber and is never seen again. Maskia says she is slowly decommissioning all troops and the mind slaves will be freed at the war’s end. I don't know if that is true but one thing is certain, she has become far more unhinged recently than I ever expected. I fear for my life and the life of my comrades."

Twilight turned the page.

"War journal, day before the surrender meeting. We have been called into the main audience chamber, but I will not go. I have a bad feeling she’s doing forbidden magic in that room. I'm going to make a run for home as soon as the mind slaves are distracted. I want nothing more of this horrible place or war, I only want to go home. If by some chance I don't make it my military tag is nine eight nine, tell my mother Pumpkin Seed in Tuscan that her son loves her." The next page has a hoof print all the way down it, ripping the page at the bottom.

"Hmmm, that room with the silver door must be the audience chamber. What were they doing in there?" Twilight picked up the journal and set it in her saddlebag, at the very least she could get this to his mother. "I guess that just leaves door number three left." Twilight made it back into the hallway and slowly opened up the last door. "Bweh?"

On the left side of the room were cushions shaped like hearts, with shelves above containing items of dubious nature. The right side had many makeshift cabana rooms. Twilight's surprise was quickly replaced with curiosity, judging from how the rooms on the right were set up and the cleaning supplies in a far closet this looked like a handmaidens quarters but the presence of the pillows on the other side reminded her of a trashy brothel. "Weird." Twilight walked along the room looking for clues as to the rooms use when she noticed a poster on the wall next to a particularly 'well used' pillow.

"Hmmm, rules of the fortress brothel? Why would they need a brothel?"

"Maskia has decreed that even though she despises the idea of a brothel she does understand that stallions have possible control issues during the mating season. Therefore this room will be used for transactions of 'sinful' nature. The rules below are as follows.

1. Stallions are to pay one hundred bits up front and use protection.

2. Mares that are willing to breed for money will wear a red ribbon around their neck.

3. In the event a mare is accidentally impregnated she must carry the foal to term. Attempts to abort will be severely punished. The mare will be compensated with life funds from the treasury to help raise the foal. No use of contraceptive spells is permitted.

4. A sin tax is in place for stallions that use this service outside of heat season, in the amount of a one weeks wages.

5. Filly fooling or colt cuddling is punishable by death.

I further decree that any stallion partaking of this will receive ten lashings for each time he uses this service after the war unless he weds the first mare he mated with. I do not like having this system in place but necessity during heat season requires it."

Twilight scratched her head. "Oookay then, intriguing but still seriously backwards." Twilight started slowly opening the doors to the cabana rooms, each one apparently hadn't been lived in for a while. "Well, only two more to go." Twilight opened the next door to find a burst of color she didn't expect to see in such a dreary place. The wall was covered with drawings of the sunflowers and two ponies labeled 'Daisy & Sunflower'. "So adorable, I'll get a few of these off the walls and have them sent to her." Twilight slowly lifted the drawings off the wall and placed them in her saddlebags. Twilight looked about the room for more information but found nothing of any real value. "I guess that just leaves one more room before I report back to Celestia."

Twilight approached the last door and slowly pushed on the door. "Huh seems like there's something heavy blocking the other side." Twilight pushed on the door with both hooves. "Just a little bit more." The door opened and Twilight was struck in the face hard by a pair of back legs. Tumbling back she flipped her body upright and lit her horn ablaze, ready for a fight when she realized what she was staring at. A young mare, maybe in her early twenties, was hanging in the doorway with a noose around her neck. "Suicide?" Twilight squeezed by the mare and followed the noose to the ceiling where it was tied to a light fixture above the room.

"Poor thing, Let's cut you down from there." Twilight shot a beam of light at the rope, cutting it and allowing the mare to fall to the floor. Twilight shook her head "If only we gotten here sooner, we could have avoided all this heartbreak. I wonder why she did herself in anyway, was she that brainwashed into thinking we were going to make them slaves?" Twilight looked about the room, on a counter by the bed was very large bag of bits holding down a note. Twilight carefully moved the bag onto the bed and began to read the note.

"To the eventual Equestrian ponies that will find this and my body:

My name is Veria Whisperwind, I have worked as a concubine of sorts in this fortress for the last year. The reason I am hanging from this rope is because my only love in this life, my son, was cruelly taken away from me last night. One of the handmaidens was rounding up other maidens and soldiers for some kind of meeting. I had heard that those that go into the hall were decommissioned of their duties and sent home. That couldn't have been further from the truth. My son had somehow been rounded up in the crowds as well and when I went looking for him I had found out from Daisy that she saw him headed into the meeting hall with a soldier. I didn't think much of it so I went to the hall and what I found will haunt me for the rest of my life and possibly the afterlife.

Strewn about the floor were over a hundred piles of bone ridden ash. In the far corner was my son, Malak Whisperwind, his body charred and unmoving, a mace sticking out of his skull. I..."

Twilight could barely read the next part as it was so runny from tear marks.

"I shook him but he didn't move, Maskia managed to sneak up behind me and had the audacity to tell me my son's sacrifice was well worth defeating Equestria. That cold ...monster killed my son somehow. I charged her in my anger and grief only to be hit with something hard and woke up here, in my room with one of Maskia's mind slaves guarding my door. I tried to break out.."

Twilight looked at the door, there were some deep kick marks in it.

"But was unable to budge it. I hope whoever finds this letter delivers it to Celestia or Luna, that monster must be stopped. I hope that life will be better on the other side, it's bad enough I was a failure in this life, unable to save or avenge my own child, with any luck I will not be a disappointment in the next.

hoping for the best,

Veria Whisperwind.

ps: Feel free to use the bits I have made to help those in need from this war. It is the least I can do to atone for serving that vile creature.”

Twilight wiped her eyes, her tears staining the already heavily stained letter. All this sadness, heartbreak and tragedy was overwhelming. This poor mare on the ground had her son violently ripped from her and had to suffer the indignity of his killer standing proudly above his corpse claiming his death as for the greater good. Twilight turned her attention to the corpse on the floor beside her. "Don't worry Veria, she will pay for all the suffering she has caused, I promise."

***Elsewhere in the fort***

Celestia made her way through the corridors and into a wide open room. Lining each side were racks of armor and weapons of various design including spears, hammers and warbows. Upon closer inspection it seemed most of the metals were of low quality, mostly aluminum or zinc instead of steel. "Why so low quality?" on the other side of the room were a pair of cold furnaces, large amounts of slag overflowing in the refuse piles adjacent to them. "I don't get it, all that Elementium in that door yet all their weapons are of low construction value."

Celestia foraged through the weapons until she came across a bill of sale stuck to the bottom of a helmet made of slag. Slowly removing the bill from the helmet, Celestia began to read its contents. "Two tons of Elementium, six soul shards and a Spirellium altar. Total sale of one billion-" Celestia did the tiniest of double-takes. "One point four billion bits!? That's almost our militares entire budget!" Celestia closed her gaping mouth with her hoof and set the bill down. Looking about the room she couldn't find a single weapon that would pass Equestrian quality inspections. "I wonder if she blew her entire military budget on just this bill?"

Celestia opened on of the doors next to the furnaces to find stairs leading down. "Dungeons I suppose?" Celestia made her way down the spiral stairs until the pitch darkness forced her to light her horn up, which she immediately wished she didn't. On the dungeon floor were dried husks of creatures she could have sworn she seen before. Upon closer inspection she realized just where she had seen such creatures before. "Changelings? But what are changelings doing here?"

"Uuuhhhhh."

Celestia's ears shot up, somepony else was down here with her. "Hello?" no response. Celestia moved down the stairs slowly until her hooves found the dungeon floor.

"Hello?" Celestia's voiced echoed down the hallway.

"Unnnhhh."

"Hold on, I'm coming!" Celestia ran down the hall, her horn illuminating cells filled with corpses. So many dead changelings, but it makes no sense. Why are they here? Celestia ran for what felt like forever until she came to a large rusted iron door.

"Come to make me beg have you?"

I know I have heard that voice before. Celestia peered into the barred window on the iron door. Something inside was a green in color but she couldn't make out who or what it was in all the darkness.

"I am not allied with your captors, I am here to free you. Hold on a second." Celestia checked the walls for some kind of key but all of there were barren, nothing but long burned out torches lined the halls. "Stand back, I'm gonna have to do this the hard way." Celestia bent her head down, pointing her horn at the lock. With a flash of white light the lock began to melt, bolt and all. "That should be enough." Celestia lifted her head and kicked the door, flinging some of the molten iron into her which bounced off her body harmlessly. Celestia lit up her horn moved toward the far wall slowly illuminating the trapped prisoner.

Tied to the walls with chains was a gangly black changeling. It had holes in its legs, green tattered wings, harlequin eyes, a green band around its midsection and a mane that reminded Celestia of flows in the Equestrian sewers.

"Oh of all ponies to be rescued by, it just had to be You."

Celestia knew that voice, the cold after-tone with a hit of haughty and the strange half-double voice. “It couldn't be!?” Celestia moved the light of her horn up to the tied changelings head and sure enough the stump from what used to be a horn remained. "Chrysalis!"

"I see you haven't forgotten me, princess. Tell me, how is the horn doing?"

Celestia absentmindedly rubbed the tip of her horn, remembering the nasty burn Chrysalis had left her after she beat her in magical combat. "Much better than yours scoundrel, at least mine isn't a stump."

"So, I guess you are wondering why I am down here?"

Celestia thought for a moment, why is the changeling queen in the pits of a Zebra fortress? They couldn't have been attacked, Maskia's armies never made it to Equestrian shores in large enough numbers to take on the might of the Equestrian legions let alone the vast changeling swarms.

"I am, but before I free you I want information."

Chrysalis sighed and rolled her eyes. "You want to know the specifics of the circumstances as to why I am here. If I attacked Maskia or if she attacked us?"

"Exactly."

"Well, I won't say anything until you at least cut me down. I have no love for you or Equestria but you can at least do me that humane service."

Celestia hesitated for a moment, something about helping out a sworn foe disgusted her. Not that it wasn’t right, she was no threat to her and she had probably been down here for a long time. It was the notion of helping something that nearly enslaved all pony kind to her twisted will that disgusted her. "Fine but any funny stuff and I will barbecue your chitin hide." Celestia fired small shots into the chains, snapping the spring locks in the cuffs holding her to the wall.

Chrysalis despite her mouth collapsed on the floor with an audible thud. "Give me a moment if you will." Chrysalis tried to put weight on her legs but collapsed again the second she managed to get so much a inch off the floor. "Well, this is embarrassing, the queen of changelings unable to walk."

"How long have you been down here? You look like hell...well, more hell than usual."

Chrysalis laid on her side, breathing deeply. "You have no idea how hard it is to breathe chained standing up like that. To answer your question, at least eighteen months."

Celestia stepped back. "Eighteen months?!? No wonder you're a wreck." Now that Chrysalis was on the floor, her features were a bit more apparent in the light, she had lost a considerable amount of weight, her chitin was flaking and cracking at spots and her wings have all but rotted off. As much as Celestia hated Chrysalis, she still felt sorry for the condition she was in.

Celestia's staring did not escape the queen of changelings however. "Save the sympathies for somepony else. I am just glad to be soon taken away to a Equestrian dungeon where I can at least be fed."

The thought had crossed Celestia's mind. She could just lock away one of Equestria's most powerful enemies at least until she was rehabilitated or even seal her behind the Tartarus gate if changing her was out of the question. The thought was appealing if not for Chrysalis's poor condition, she had already been through hell and in fairness she didn't have the heart to lock her up again. "No, the punishment you have sustained in this foul place is more than anypony deserves, even you."

Chrysalis tried to stand on her legs again but found herself chipping a portion of chitin on her leg instead. "Arrrgg!!"

"Are you alright?"

"F-fine. I just need time to recover." Chrysalis lifted up her hoof and licked the green blood flowing from the chipped chitin.

"We have doctors you know, that's hardly hygienic."

"How little you understand our biology then, Changeling saliva has a sealing agent when applied to our bodies." Chrysalis licked the wound until a thin but black lining of chitin covered it. "Are you not going to interrogate me?"

"I was but..."

An angry glare came across Chrysalis's face. "Don't you dare pity me. It was my own stupidity that got me into this situation."

"I can't help but pity you but I'll try to not show it." Celestia knew she was lying, her heart felt heavy to see even her enemies this broken. "What are you doing here?"

"We were offered a heavy sum of bits to deliver rare metals to this fort's commander, Maskia."

Celestia remembered the bill of sale she saw upstairs. "Elementium, Spirellium and soul shards?"

"Yes. We had only been paid half of our bill when we delivered them almost two years ago. I came here personally to settle a debt with Maskia. When she refused paying me and my swarm for the toil we went through we got into an argument."

"You were selling-"

"Don't get the wrong Idea, I wanted nothing to do with Maskia's backwards philosophy, we just wanted the income for our...own future endeavors."

"Another shot at Canterlot." Celestia growled.

"Maybe, although we could just buy the love with that much money, I hadn't decided. Either way if she won she would have only just. We would have moved in and taken control while they were still exhausted from fighting your legions. Either way you look at it it's win-win situation for my children."

Celestia had the sudden urge to kick Chrysalis but realized with Chrysalis still in terrible shape something like that could kill her.

"Oh don't get all huffy with me Celestia, if the roles were reversed you would have done the same if Maskia targeted our lands first. Anyways she called us 'worthless hermaphrodite heathens' and 'abominations of nature fit only to squash like the bugs we are'."

Celestia scratched her mane with her hoof. "Why would she...it makes no sense."

"In case you missed the biology lesson Celestia, all changelings are born female but we are capable of changing our sex at any time. Maskia didn't like this idea and it's one of the reasons we never allied. She couldn't get past her distorted 'purist' world view to realize she actually needed allies."

"So what happened?"

Chrysalis pointed to a deep scar on her midsection and then to the stump where her horn used to be. "She stabbed me with a tip of a spear made from some kind of silver and managed to lop my horn off while I writhed in blinding pain." Chrysalis seemed visibly shaken recalling what happened to her. "I have never felt such horrible pain, it felt as if my very essence was being drained from me."

"She hit you with a replica spear of sealing. I know exactly what that feels like." Celestia moved a small patch of her coat on her side with her magic, revealing a small puncture scar. "It kills those it hits by draining away all their flesh and eventually sealing their soul inside the spear itself."

"Never heard of such a thing" Chrysalis replied inquisitively.

"It was originally developed to deal with predatory dragons in this region but has since been used to commit horrific atrocities. The original was sealed away by the lesser tribes to prevent it from being abused."

"If this spear kills in a single blow then why are you or me for that matter still alive?"

"For beings of considerable magic power such as myself, Luna and you it only strips you of your immortality on a temporary basis, although being hit a second time would be lethal."

Chrysalis shaked her head dejectedly. "But I am not immortal, yes I go through reincarnations using soul shards but I am mortal in every other sense. I should have died...I almost wished I had died." Chrysalis pointed to the chitin husks of some of her children. "Watching waves of my own children rush to their mothers rescue only to be captured, slaughtered and tortured wholesale for her amusement. Chrysalis turned her head, trying to hide her tears. "Whenever she used those silver spears on them the only thing that would remain is their chitin husks."

Celestia looked about the chambers and hall leading up to Chrysalis's cell, only the husks of changelings were strewn about, no other ponies. "I don't see the bodies of any other prisoners down here."

"That's because she kept them all upstairs. I could have healed myself and broken out if I had any kind of love from another being to feed from, even ambient love would have sufficed. She was smarter than that though, she starved me slowly. Whenever I would absorb any amount of ambient love in the air from her makeshift harem upstairs she would order one of my children gutted in front of me."

Celestia couldn't help but wipe a tear from her eyes. As much as Chrysalis's pride would berate her she still felt sympathy for her situation. "I-I don't know how you could take that much heartbreak."

Chrysalis was silent, she mouthed under her breath as if she almost wanted to say thank you. "I wholeheartedly wanted to die. At least then my soul could find a soul shard to regenerate in. Instead I was chained down here unable to end my own suffering while she bathed in the blood of my children."

Celestia nodded her head. "I don't think I could live like that either. I do however have a theory why being struck with that spear didn't kill you outright. Did they hit you any time after the first?"

"Yes...there was one guard that typically stood at the gate that would come down here to stab me with one. It hurt so much but he could never manage to kill me with it."

Celestia walked over to one of the remains of Chrysalis's children and turned the body over. The chitin husk, aside from the stab wound was still in pristine condition. When Celestia lowered her horn to the wound the inside was clean as a whistle, as if their entire being was sucked out from just the hole itself. " I think my hunch was right. Something about your hard body and powerful magical stature saved your flesh and soul from being absorbed. Did the spear that guard used ever actually penetrate you?"

Chrysalis shook her head no. "On the contrary, over time the pain was less and less, it still hurt like hell but it went from setting me on fire kind of pain to just a hot poker kind."

Celestia cracked a smile. "You may not be immortal but you are one tough cookie."

"Spare me the compliments. Anyways you have all the information I can give. I'll await here for my swarm to retrieve me or you can just lock me up again, either choice is better than this shit hole."

Celestia stared at the broken queen for a moment. I am going to regret this, I just know it. Celestia lowered her horn at Chrysalis and began to charge up a yellow glow.

Chrysalis shook her head and closed her eyes. "So, an execution is it? Got all the info you need and now just going to wipe me out?" Chrysalis opened her eyes. "Do it. Worst case scenario I come back as a mere child." A burst of yellow light struck Chrysalis, enveloping her body. "I knew it, you're not perfect. You just up that peaceful fasad to-" Chrysalis looked up to see her horn growing back. "Wha.." She looked down to she the many fractures and scorches in her body disappearing, leaving her chitin shiny and unblemished. Her wings which moments earlier were nothing more than rotting stumps flared out in all their emerald glory.

"I don't- But I'm your-"

Celestia was breathing heavy, a few beads of sweat rolling down her face. "Your enemy? Maybe so, but to leave you here in your condition would make me no better than Maskia. I guess you can say the enemy of my enemy is my friend."

Chrysalis flexed her wings and looked over every square inch of her body. "Why must you always play the saint, Celestia?"

"I'm not a saint, I'm just normal I guess."

Chrysalis stared at Celestia with a distasteful sneer on her face. "One of these days Celestia, that soft heart of yours is going to get you killed but-" Chrysalis looked over her body once more, she no longer felt hungry and everything was as pristine as the day she arrived here. "T-thaa...this is tougher than I thought. That T word that means appreciation."

"Thanks or Thank you?" Celestia replied with a snide grin on her face.

"Yes, that word. You have helped me recover but know this: It changes nothing between us."

*Pant*pant* "Good to see you in such high spirits. I want to stick around and play insult hockey with you but I have a throne room and a dictators chambers to inspect. I'll contact Derpy and have her escort you out, you should be able to fly home with the healing I gave you." Celestia reached to press her communication badge when Chrysalis put her hoof up to stop her.

"I- I wish to explore this this fortress with you. I have score to settle with Maskia and any information into her psyche would do the swarm well when hunting her down. Although it disgusts me to my core to be around you, you are still the lesser of my enemies at the moment."

Celestia smiled. "The enemy of my enemy is my friend?"

"I guess you were right then. Shall we?"

Celestia turned her back to lead the way out but something inside her said she shouldn't have.

"I won't attack you Celestia. There would be no point to it, I cannot kill you and I am free to leave of my own will whenever I please. As much as it would delight me to knock you down a peg, I am honor bound by the mercy you have shown me. Please, lead the way."

Celestia thought for a moment. I guess I can trust her, even if she somehow defeated me she would still have to fight off Twilight, Derpy and the entire might of the 3rd legion. "Fine, follow me. " Celestia took point going through the hall, Chrysalis close behind her. "I suggest you-"

Chrysalis had stopped, her head bowed somberly over a pile of broken changeling husks in an adjacent chamber to the hall. "If only I had been stronger, if only I knew exactly how unstable Maskia truly was." Chrysalis nudged one of the chitin skulls on the ground, a single tear dripping from her eye. "In my greed to find us an indefinite supply of food I made a deal that got many of you killed. If only I had known."

"Chrysalis?"

"Celestia, have you ever lost somepony close to you?"

Celestia knew where this conversation was going, she could see the tears in Chrysalis's somber face. "Yes, I have known many ponies through the ages."

"Were any of them close to you on a... biological level?"

"My parents and a few extant relatives that were not born Alicorns many, many centuries ago."

"Have you ever had children?"

"No, I decided long ago that I couldn't handle the heartbreak of outliving my own posterity. Why?"

Chrysalis picked up one her children's heads. "I have gone through many a rebirth cycle. Each time a bit of my memories from my past life remained. I have outlived so many of my own children that I can't even remember how many." Chrysalis touched her head to the skull of one of her former children. "It never get's any easier though. I see why the last queen decided to move on instead of regenerate all those centuries ago."

"Chrysalis I-"

"No, I don't need sympathy from you, only understanding. I was born just as the last queen perished, meaning I was not marked with a hive job. I became the new queen by default, without my consent or my wishes being taken into consideration. My future was set in stone before I could even read and the transformation from a tiny worker to monarch was a very...painful experience."

Celestia remained silent as Chrysalis set the skull back on the ground and bowed her head.

"Kzvk kia mor tellatharia."

"What does that mean?"

Chrysalis raised her head, wiping a tear from her eye. "It means 'may you find fields of love and your true purpose in the next life'. "

"I understand. I'm sorry for the loss of your-"

"No!, No sympathy from those that have always had whatever they wanted. I will not hear it!"

Celestia huffed angrily at Chrysalis. "No you will hear it and listen well. I get that drones have dreams, that they just want a life where they are loved and can pursue whatever they want but are bound by the ancient will of the swarm. I have reports from my scouts telling me of the conditions your kind lives in. I can't help to feel sorry for you, okay?" Celestia breathed deep. "I understand your jealousy and why you wanted Equestria so badly, but did you ever think to ask for help instead of using force or deception?"

"Pfft, you wouldn't understand what it is to be a single mind among thousands. There is no time for bartering when your children are starving. How difficult it is to be loved when you look like we do, our disguises don't last indefinitely you know." Chrysalis flicked her hair back with her hoof. "I tire of this discussion, can we move along? I want Maskia's roasted hide on my plate before the end of the day."

Celestia huffed indignantly. Bucking changing the subject, giant pain in the flank. Celestia wanted to call Chrysalis out on her red herring tactics but thought better of it. She had much larger fish to fry than an accusation dodging changeling. "Fine, we can butt philosophy heads over tea later, for now let just get out of this dreary place." Chrysalis rolled her eyes but kept quiet as she followed Celestia up the dungeon stairs and back into the armory.

Chrysalis walked about the room while Celestia watched. "So, they were so desperate that they were making arrow heads out of zinc and slag? No, this isn't zinc." Chrysalis shot a beam of light from her horn, shattering one of the helmets on the table. "This is...sandstone slag?"

Celestia poked one of the shards with her hoof. "I'm not a mineralogist, I thought these were all zinc myself."

Chrysalis smashed one of the shards under her hoof and examined it closely. "Interesting. It looks like they used sandstone to make glass and covered it in the slag but added zinc, copper and what looks like Elementium dust to the mix." Chrysalis blew the shards off her hooves. "I could almost call this ingenious if it wasn't for the fact that Elementium doesn't bond well with glass."

"I...didn't know that. My exposure to the element is a bit scarce."

"One of the benefits of living where we do, you learn much about metals." Chrysalis fired a shot into the air from her horn and it materialized as a changeling minion working at a hatchery. "Before each of my children is born they are marked as warriors, caretakers or workers. The mark is magical and determines what kind of mineral sub composition their chitin armor is made from." The image swirled depicting a unhatched egg. "A egg marked as a warrior has Elementium fragments, iron, and obsidian laid next to the shell. Over a course of the changelings incubation they will absorb these elements and make them their own." The image swirled to a hatch-ling emerging from its egg. "This process isn't perfect, we found that sometimes sand impurities get into other metals and ends up creating a changeling that changes once but can never change again."

Chrysalis pointed at the image and it turned into a pony but couldn't seem to change back. "Long ago, before my time we would execute these abominations." Chrysalis horn lit up and the image disappeared.

"So why don't you do this and just mix in with pony society?"

"Because we tracked this malfunction to only happen when an over abundance of love if fed into the eggs. Some of these deformed changelings are living in Equestria right now but have since cut ties with the hive. If we had enough love we could all possibly do the same."

"Then why didn't you just-"

"Ask?" Chrysalis cut Celestia off.

"That, yes."

"Because such sentiments were alien to us. Where we lived you only took, the concept of give and take does not exist in our society. Imagine trying to give a command to fly to a fish when it has no comprehension of what flying entails."

"Unless it is a flying fish." Celestia said sarcastically.

"Yes, well, that kind of change takes time, time the swarm didn't have before it starved to death."

Ignoring the hint of sarcasm on Chrysalis's voice Celestia found a wrought iron door in the back of the room. "I think I found the way to the throne room." Celestia slowly opened the door to reveal a large throne and many chairs to the side in council format. On the far side of the room was a table with little pewter figurines standing around to signify troop positions. "It looks like a war room combined with a throne room."

"This fort isn't very big. It was originally meant as an outpost but your legions quickly took the other ones on the shore and back attacked the capital."

"And you know this how Chrissy?"

Chrysalis puffed her cheeks in anger. "Do not call me that insufferable nickname. Babies changelings can get away with it but you sure as hell won't." Chrysalis covered her mouth quickly, as if she had said too much.

Celestia giggled "If it makes you feel any better Luna still calls me Tia from time to time." Celestia turned her attention away from the blushing changeling queen to investigate the table with the pewter figures. "It seems like they were expecting allies to flank the 3rd legion at some point, any idea who they were?"

Chrysalis adverted Celestia's gaze for a moment. "Yes, yes I do. Originally some of my troops were to assist her directly but because of Maskia lack of sanity she instead ended up with my forces beset on her."

Celestia shrugged and tried to pick up one of the pewter figurines.

"Stop, it's..." Chrysalis yelled.

Celestia felt numbness in her hoof followed by a large jolt of pain that sent her tumbling across the room.

"Trapped..." Chrysalis pointed to a large pair of cables running to hole in the wall on the opposite side of the table. "Are you okay? That was quite a shock."

Celestia staggered to her feet muttering "I'm fine" under her breath. She knew this wasn't true however, Healing Chrysalis and the explosion earlier had significantly drained her magic reserves. While the shock didn't kill her it was still far more painful than if she was at her peak. Need to be a bit more careful, I’d rather not get into a situation where my immortality could fail me. Celestia stared at chrysalis for a moment. Least of all with her around.

"What? Is there something in my teeth?"

Celestia nodded toward a gold door at the other end of the room. "Think that's her quarters?"

"Either that or the most decorative broom closet in the world." Chrysalis responded sarcastically.

Celestia moved toward the door, reaching for the handle when she spotted a thin silky wire running horizontally along the door. "It's booby trapped." Celestia followed the lines to a small slightly off-color box shape in the door. "Chrysalis, stand back." Celestia lowered her horn and began to layer barriers on on top another in front of her.

"Explosives maybe?"

"Could be. I'd rather not take the chance though." Celestia reached a hoof through the barriers and tripped the wire. A ticking sound came from the discolored box shape on the door. "Yeah a bomb, though why bother putting it on a timer?" Both sat, waiting apprehensively behind the barriers. Celestia turned her head to Chrysalis "You think this is enough..."

Chrysalis paid Celestia no heed, she was absentmindedly staring at the floor.

"What's wr-"

A buzzing sound made Celestia whirl her head back to the door. A compartment opened up shooting a message out on a spring.

'You are too slow, death awaits below'

"What does it me-" The floor gave way and Celestia felt the tips of her wings rubbing against the walls of a very thin shaft. She tried to right herself but the shaft was too narrow, below she could feel something incredibly hot. Celestia looked down but suddenly wished she hadn't. A pool of molten steel awaited her at the bottom of the pit, a survivable trap but excruciatingly painful to escape. Celestia spread her legs and front hooves out to try and slow her descent and just as she closed her eyes to brace for impact with the steel she felt light as a feather. A green Aura was wrapped around her body, slowly pulling her back up the shaft into the room she was in previously.

"Do you know how bucking heavy you are?" Chrysalis said grinding her teeth. Celestia managed to throw her hooves over the side of the pit just as Chrysalis started to stagger from the strain. "You *pant* pant* really need to lay off the midnight cake."

"Well" Celestia pulled herself out of the shaft. "I can’t help it! Luna got me hooked on moon pies, they are so delicious." Chrysalis rolled her eyes as Celestia stared into the pit, blushing. "Thanks all the same."

"Ick Moon Pies, I’m much more into wheat thins. Good snack food that keeps my amazing feminine body in perfect shape."

Celestia covered her mouth to stifle a laugh as Chrysalis ran her hoof though her hair.

"Oh don't look at me that way. Solid food is in short supply, we can’t really afford expensive, high sugar treats."

Celestia managed push the humorous image of Chrysalis flaunting her ugly flank in the mirror out of her head and focus on the door in front of her. "You know what? I have a better idea than opening doors by hoof." Celestia lowered her horn and fired a beam of red light at the door, melting it on contact. "Shall we?" Celestia walked into the room with Chrysalis close behind. The room was stunning, marble floors, redwood walls, solid gold bedposts and a magic silver mirror.

"She sure knows how to live, doesn't she?" Chrysalis said picking up a globe filled with liquid gold.

"I'll say, this room makes mine look like I sleep at a motel six." Celestia gazed into the silver mirror only to have it melt away into a cup on the counter. "Look around, I want to get my hooves on her journal if at all possible." Celestia and Chrysalis scoured the room, opening up drawer after drawer, only to find random news snippets and the occasional snack hiding spot. "I wonder where it could be..."

Chrysalis hopped on the bed and lifted up a pillow only to head a clicking sound and the sound of grinding metal coming for her. A mattress of spikes fell toward her at blinding speed. Just at the spike were inches from her back a yellow aura held them at bay.

Celestia had managed to catch the mattress of spikes with her magic but was straining against gravity to keep them up. "Roll...out...of..the way, unless you want more holes to match...those legs." Chrysalis quickly rolled off the bed and soon after Celestia let the spikes drop, crushing the bed below into shredded linen and splinters. "Pant* Pant* that thing was heavy... and it felt like it was draining my magic just to hold it."

Chrysalis scraped the side of the metal mattress with her hoof and sure enough small flakes of Elementium mixed with paint fell to the floor. "Ingenious. I didn't think it could properly bond with such materials." Examining the trap further revealed that there was a thick coating of glue and resin under the paint. "It didn't. They forced it into place, still quite lethal though."

Celestia stared at the object for a moment and noticed a box sitting on the very back of the trap. it was a small, ruby encrusted ornate gold box. Celestia pointed to the box with her hoof. "You think that might be?"

"Only one way to find out." Chrysalis levitated the box to her and tried to forcibly open it with magic only to have her magic sapped in the attempt. "Hmm... Elementium powder. I guess we do this the hard way." Chrysalis stuck the box in a crescent shaped hole in her leg and began to put weight on it. Slowly the box began to give under the sharp point in her leg, opening up as if she was opening a can of tuna.

"I always thought those were just air holes to make you lighter."

Chrysalis removed the box from her leg, a clean cut running down its length. "They are but I have used them to open cans of beans before. You would be surprised how fickle magic can be when you're drowsy and want a midnight snack." Chrysalis parted the top two half's of what used to be the lid of the box to revealed a small journal.

Celestia levitated the box onto the bed floor. "I know this is probably a trap, she wanted me to find this. There is no other reason to store it in such a lethal, hard to reach place."

"Agreed but the past entries may shed some light on some of her tactics or motivations. I do so love to delve into others minds, see what makes them tick."

"Changeling fetish?" Celestia asked.

"You could call it that." Chrysalis opened the journal to the first page and began to read aloud.

"The council of the three has granted permission to attempt assassinations on the leaders of Equestria before we try our hooves at full on war. I have managed to 'persuade' a few of the smaller tribes into joining as well, although their loyalty isn't as guaranteed as the main three, they are nonetheless excellent cannon fodder."

Chrysalis turned the pages past a few economic reports to a interesting note. "The assassination attempt on the elder sister failed. Although her immortality was stripped of her we lacked the positioning to land a fatal blow. I have conscripted more assassins to make attempts on the lives of Luna and the elements of harmony. Worst case scenario we can at least eliminate one of the elements so the others cannot use their full power on us."

Chrysalis smiled at Celestia. " I see, that scar you have is where they almost did you in."

"Not my proudest moment, I have never experienced near death, you have no clue how terrifying it is."

"I guess for somepony that doesn't go through regeneration cycles it is." Chrysalis turned a few more pages into the journal.

"The elder council has agreed to declare full on war and have named me the high commander. With replica spears of sealing and the might of the shaman special forces Equestria will fall. I will enjoy torturing Celestia, her vile impure laws have disgraced herself and her kind. we will wipe out the impure ones and claim Equestria in the name of righteousness."

Celestia rolled her eyes. "Righteousness eh? Is that what they call bigotry nowadays?"

Chrysalis just shrugged and turned the page.

"Celestia's Arch mage has found a way to neutralize our replica spears and restored Celestia to full power. Our forces are currently engaged in naval warfare with Equestria but our Destroyers are nothing to the amount of battle blimps they have. We will bunker down and let them waste lives and resources on our beachhead, then we will take our their navy. in the meantime our scouts have located the original Spear of Sealing at a remote border outpost run by one of the lesser tribes. I leave tomorrow to find out if this is true."

Celestia put a hoof over her mouth as she gasped.

"What's wrong?"

"The original Spear of Sealing is a dreadful weapon. I know little about it but I heard from Zecora that it was shattered into many pieces and would be difficult to put back together."

"Then why all the worry?"

"Because if she managed to pull it off then she would be capable of killing me, you or Luna."

Chrysalis thought hard for a moment before continuing to read from another page.

"The lead turned out to be legitimate. We have all three parts of the spear in our possession and my shaman are busy trying to find a way to restore it. I have contacted the council and requested additional funding in efforts to restore our ultimate weapon. I await the good news from the council."

"Interesting." Chrysalis turned the page.

"The council has granted permission for additional funds to get the weapon operational. My head shaman have advised me that we will need some very rare materials only found in the most inhospitable regions of Equestria. I loath to be forced to make deals with those hermaphrodite, insect things but getting the materials is impossible anywhere else."

Chrysalis spit on the floor in anger. "Stuck up noble. We are not hermaphrodites, it's like she has never picked up a dictionary ." Chrysalis turned the page a few times and read aloud.

"The changelings have delivered the materials needed for the spear reforging. The council on the other hand has notified me that I'm going terribly over budget on this project and need to talk the queen down to about half of what is owed. The council also wants me to negotiate her army to assist us in our war efforts but I refuse to allow such abominations among our ranks. If she refuses to take her pay and leave I will be forced to subdue her."

"Seems like she was planning to capture you from the beginning."

"Well, try to cheat me and my children out of just pay and then capture me."

Chrysalis turned the page to the next entry.

"I was forced to put that disgusting bug queen in her place but I have received orders from the council to release her. Fat chance, I have future plans for that foul insect. We can bait her children into attacking us and kill them for their hard husks. We should be able to refine the Elementium out of them, something we still need a little bit of to finish preparations for the reforging."

Chrysalis gritted her teeth angrily, "I can’t read any more,I might just torch this journal if I do. Would you mind reading the rest of this garbage?"

Celestia levitated the journal over to her and set it on the floor.

"My refusal to release the foul bug queen has cost us dearly. We had to pull the shaman special forces away from the 3rd and 2nd legions to stop their advance to the west. Sadly most of them were wiped out from within by sabotage. The council has expressed their displeasure with my decision to keep her locked away and have set a date to publicly discharge my command tomorrow morning in front of the entire standing army of fort Zidalf. I will not let this come to pass, we are too close to absolute victory. I am too close to becoming a god to let them take this from me."

"Wait, wait ,wait. This weapon makes you?"

"That's the problem. Zecora mentioned it was originally used to kill predatory dragons but nothing in the texts she has read led her to believe it could grant anything close to goddess like powers." Celestia replied.

"Didn't a replica manage to nearly kill you?"

Celestia averted her gaze from Chrysalis. "Yes, perhaps she means with it she can kill godlike creatures but she could do that with any amount of different weapons. Basilisk eyes, dragon claws, large quantities of magic. Even large amounts of arrows will eventually wear us down. "

"We can take large amounts of punishment but there are limits to what we can endure. Maybe there is some truth in Maskia's words. What worries me more is she thinks that kind of power is attainable, we may be long lived but we are far from invulnerable."

Celestia sighed. "I dread what would happen is someone of a mortal life suddenly had near immortal powers. Me and Luna could stop her but killing her would be another thing entirely." Celestia stared at the journal "I guess I should continue." Celestia turned the page to a blood stained page in the journal.

"I...wish I could have seen eyes to eye but the council forced my hoof. They tried to take away my commanding position and call a cease fire with Equestria. I will not have it! The ritual is in a few days, I have come too far to have mortals stop me. I regretted killing them, the elders, most of whom I had known since I was a foal but the glorious future of my empire relies on that weapon being completed."

Celestia turned the page but found a entry ripped out and another one written in it's place.

"The forging attempt in the main audience chamber was a failure. To any allies who read this you can meet me at the rendezvous, we can lay low for a few years. With any luck Chrysalis will get into a fight with Celestia and we will be rid of two impure monsters. If not my traps should be enough to hopefully kill her. I pray that we will one day rise again to take down Equestria...it may not be in my lifetime but the impure, sinful ways of Equestria will be purged."

Chrysalis snorted as she laughed, rolling hysterically on the floor.

"Something funny?" Celestia asked.

Chrysalis managed to catch her breath and roll back onto her hooves, still giggling uncontrollably. "She seriously thought I was able to fight you in my condition? Even if I suddenly had the opportunity to strike you down it's not like I had the power to. I mean honestly what was I going to do, bleed on you?" Chrysalis stood up flicking her hair. "Besides, I am not one to pick fights I have no possibility of winning. Attacking you would have been suicide. I much rather get my hooves around Maskia than deal with the entire Equestrian army."

Celestia turned the last few pages to no effect. That was the last entry in the journal. "Something bothers me. She wanted us to find this, otherwise she would have burned it."

"I agree, this reeks of double baiting. Our answers lie in that audience chamber she mentioned but it is more than likely trapped. An attempt to drain you even further."

"I figured the same but...it's just..."

Chrysalis had a snide grin on her face. "Curiosity killed the cat Celestia. Are you sure risking your life is worth whatever is in that chamber?"

"I must know. If she actually succeeded in reforging that weapon it's my duty to notify Luna and all surrounding kingdoms that a lunatic is on the loose wielding great power."

"I feel the same way. I have hungry hatch-lings to look over you know. Shall we?"

***Elsewhere***

*Beep*Beep*Bee*Bloop* Maskia touched her hoof onto a bracelet on her arm to silence the beeping. "Good, they should be triggering the last trap soon. I would rather not have to fight off both sisters at once if I can help it." The twin valves on Maskia armor opened up further, increasing her speed drastically. "Should make landfall in a few minutes or so but which element should I target first?" Maskia seemed lost in thought for a moment. "I guess it doesn't really matter, if I kill one the elements the whole cannot be used on me. I guess the pink one or the imbecile farmer would be the two easiest targets. With them out of the way it would only leave Luna and a magically drained Celestia to deal with."

Maskia tapped her hoof on her head. "I have an idea..."

***Back at the fortress***

"Hnnmmm" Derpy stared at the door, puzzled about how to go about opening it. "I tried asking nicely, every password I know, hitting it with my mace and even trying to bribe it to open. Honestly what door could possibly refuse muffins?" Derpy kicked the bottom of the door with her hoof in frustration. "Stupid magic door." Derpy noticed something odd about her kick, the door seemed to move ever so slightly forward but then rebound back into place. Derpy kicked the door and it did it again, something was loose either in the framework of the door or in the door itself. "Huh?" Derpy scanned the door for structural weaknesses when her eyes fell upon one of the hinges.

"What do we have here?" Something was off about this hinge and a quick glance at the one by the top of the door revealed why; both the linchpins and the bold holding the door to the archway were rusted steel and not Elementium like the rest of the door. "Seems like someone overlooked the most important part." Derpy closely examined the bottom hinge. Not only was the bolts and linchpin terribly rusted but the bricks they were anchored to were cracked from the weight of the door and the expanding metal drilled into them.

"Derpy?"

Derpy shot up in surprise, tumbling over as she frantically grabbed for her mace.

"Calm down hotshot it's just me, Twilight."

Derpy lifted her helmet up to lay eyes On the Arch mage standing at the end of the corridor. "Hello Arch mage Twilight Sparkle, How did your search go?"

"Fruitful but creepy. Some poor pony hung herself out of guilt in the service quarters and a journal I found from a soldier mentioned they were probably doing horrible things in that room you been trying to get into."

Derpy stared at the door and then at Twilight. "I guess that's why it's locked up with this special door."

"Have you figured a way in yet?"

"Yep, though I'm not sure If I can get it open that way without causing it to cave in." Derpy pointed to structural cracks along the hinges leading all the way up. "If I smack the bolts with my mace they will snap but if I do the entire doorway or even the wall might cave in."

"I Agree, we can't have that."

"Celesti-" Twilight's exuberance was cut short by a the menacing figure standing behind the princess. "Princess, behind you!" Twilight horn lit up and fired a bolt right at the figure behind Celestia only to be pulled and eventually sucked into the Elementium door. "That imposter from my brothers wedding is behind you!"

Derpy pulled her muffin shaped mace from her holster and charged at Chrysalis yelling. "For Equestria!"

"Stand down Sky Admiral Derpy!" Celestia shouted. Derpy stopped in mid air, a furious growl on her face.

"But your majesty-"

"But nothing, she was a prisoner here. I have taken her under my wing and granted her asylum as long as she is within our grounds. You are not to attack her unless she decides to be hostile first, understood?"

Derpy lowered her mace and shook her head begrudgingly. "As you command, your majesty."

Twilight Sparkle on the other hoof did not lower her horn but kept her magic in check.

"Twilight I said-"

"Let me handle this Celestia." Chrysalis interjected. Chrysalis slowly walked up to Twilight sparkle, her wings erect in case she needed to dodge. "Long time no see, Twilight Sparkle."

"Not nearly enough time." Twilight replied curtly.

"Why all the hostility? Last time we met you shook that nice behind at me in greeting."

"Gross, I would never do such a-"

Chrysalis started to dance in place while singing. "Sunshine, sunshine ladybugs awake! clap your hooves and do a little shake!" Chrysalis shook her flanks in Twilight's face.

"I never did-" Twilight thought back to when she saw Cadence at the wedding, she had shaken her behind at Chrysalis in that manner before. Twilight's face went beet red as she covered her face with her hooves. "Oh no I did do that didn't I?"

"Don't worry, If it's any consolation you do have very nice flank. I mean your brother was good in bed and all but I always wonder how you would fare."

"Gross, gross, gross!" Twilight shook her head back and forth covering her ears.

"Enough Chrysalis. I would rather not have to buy Twilight a years supply of mind-soap if I can help it."

"You're no fun Celestia. I was only trying to loosen her up a bit."

Twilight slowly lowered her hooves from her ears and opened her eyes only to catch a sly wink from the changeling queen right at her. "Ahem, anyways me and Derpy were about to try and force open this door but the doorway bricks and mortar are rotten and cracking. I'm not sure how to go about opening the door without causing it to collapse."

Chrysalis walked by Twilight examining the door. "Elementium...the entire way through."

"The bolts holding it on are rusty steel though." Derpy added.

Chrysalis examined the bolts closely. "Well, cutting is out of the question. The hinges are made of Elementium and would break apart any kind of magical beam long before we could cut through the steel. I may have another way though." Chrysalis walked down the hall a ways and lined herself next to the wall directly at the hinges. "Twilight, Derpy was it? I suggest you move away from the door." Twilight and Derpy moved up to Celestia's sides. "Here goes nothing!" Swirls of green began to circulate around Chrysalis's horn. Many strands of green magic rotated around her horn faster and faster until nothing but a bright green, nearly as bright as the sun itself filled the hall.

Twilight and Derpy covered their eyes but Celestia couldn't look away. The door began to buckle, the entirety of it's weight being somehow drawn to the magic Chrysalis was putting off. The door pushed hard towards Chrysalis, cutting through the hinge linchpin as if it were made of butter. With a metallic ping the door fell to the floor and began to move slowly along the floor toward Chrysalis.

"Enough, the doors on the floor!" Celestia shouted.

Chrysalis let her concentration go and with a loud zap the green glow dissipated.

Twilight and Derpy uncovered their eyes to find the door laying on the floor with ripples down the center from it buckling in on itself. Down the hall they noticed Chrysalis panting heavily, sweat rolling down her face and her legs shaking to keep her body upright.

"Are you okay-" before Twilight could finish her sentence a foul odor assaulted her nostrils, nearly bringing tears to her eyes. "What is that odor? it smells like something died in-"

"That's because something did, Twilight." Celestia fired a slow hovering ball of light into the next room illuminating piles upon piles of ash and charred patches of fur. "Try not to breathe in the ash. Actually..." Celestia nodded at Twilight and Twilight nodded back. Twilight's horn lit up and four white mouth masks appeared on the floor. "I want everypony wearing one of these."

Chrysalis walked up to the group, still panting and stared at the masks. "I have no need for these, where we are from ash isn't so much a problem."

Celestia rolled her eyes and put the mask over her mouth, strapping the elastic bands behind her ears. "Stay behind me, if there's a trap in here it's much better for me to be hit by it than any of you." The others nodded in agreement although Chrysalis with some hesitation. The group walked into the circular room with Celestia on point her horn illuminating the room. Along the walls Celestia could make out something shiny and in the center of the room was large, pearl while pillar.

"Twilight, can you set up a magical torch circle around the walls of this room?"

"I'll try." Twilight Pushed magic though her horn and with some effort managed to get six yellow torches lighting the room.

"You okay Arch mage?" Derpy asked.

"Something about this room is weird, it's really hard to do any magic more advanced than a lighting spell."

"And that's the reason why!" Chrysalis pointed to large purple gems lining the room, six in total. "Soul shards. The ones we delivered no doubt."

Twilight walked up to one of the shards and examined it. "I have read about these but sadly the Canterlot archives have little information about them."

"And rightfully so. Used incorrectly these are capable of killing the user. Twilight, I take it when you cast your spell you felt your body being pushed toward that pillar?" Chrysalis asked pointed at the pearl white pillar in the center of the room.

"Kind of, When I cast the spell it felt like parts of me were bending on the inside."

*whhheezzz*

The entire group nearly jumped out of their skins at the sudden noise that echoed about the room.

"What was that?" Derpy said keeping her hoof on her mace as she looked around frantically.

*Cough*cough*wheeze*

Out of the corner of her eyes Twilight spotted a pile of ash moving north of the pillar. Upon closer inspection she noticed white and brown splotches of color amidst the ash. "Look!"

The rest of the ponies followed Twilight's outstretched hoof to the pile she spotted.

*cough*cough*

"Wait, that sounded...young." Twilight cautiously moved over to the wheezing noise and looped over a short pile of ash. “Celestia! Over here!”

Celestia rushed over to Twilight’s side ready to fight when she stopped dead in her tracks. “It’s...still alive?”

Twilight bent over scanning the young Zebra colt’s body with her horn. “Barely, hes got compound fractures all over, 3rd degree burns over half his body and arteries that are only sealed off by his back legs being cauterized.”

Chrysalis moved behind Celestia, worry in her eyes as she stared at the barely breathing colt. “C-can we save him?”

Twilight and Derpy looked taken aback, apparently not expecting the normally cold Chrysalis to show concern. Celestia wasn’t fooled however, Chrysalis may have been cold and to an extent, evil but she was still a mother at heart.

“I’m afraid not. He only has maybe a hour or so at most. He has severe swelling in the brain, critical lung damage and is in shock. Even if we got him to the medical squad all they could do is ease his suffering.” Twilight stepped up to the young colt and lit up her horn. “We have two options, I can teleport him and me to the medical squad or...” Twilight swallowed “we can put him out of his misery but...I- I don’t think I could do it.”

Celestia stepped up beside Twilight and lowered herself toward the colt. “Twilight, I need you to stand back.” Celestia knew what had to be done. “I will perform a full restoration.” Celestia’s horn fired up with bright rainbow light, slowly fading into white as she charged her spell.

Chrysalises eyes darted about the room. Unnoticed by the other ponies small sparks started to fall of the soul shards lined about the room. Wait a moment, this configuration... Chrysalis quickly examined the facings on the soul shards. Each one was pointed not at the altar in the center but at the top most part of the other on the opposite wall. “Celestia stop! it’s a...”

Celestia fired a bolt of white light into the colt. The colt slowly lifted into the air, his burns disappearing , fur growing back over his body and his breathing returning to normal, almost as if he was in perfect health again. The same could not be said for Celestia however, her mane and tail were fading in from their usual bright, vibrant rainbow colors to a very faded light pink. Not just regular light pink, pink made of hair instead of magic.

“Just..a little bit more...” Celestia pushed whatever magic she had left in her into the colt, sealing up the last of his wounds as she collapsed on the floor, panting heavily.

“Celestia!”

“Your highness!”

Twilight and derpy ran to celestia’s side only to hear a loud clang behind them. The Elementium plated door had squeezed itself back into place, no doubt attracted by the vast amount of magical power celestia had just let off.

“Celestia, you foal! This entire room is setup to drain souls!” Chrysalis shouted, pointing at the now vibrant purple shards. “This setup is a reversal of a rebirth spell, the way these shards are set up is to burn the flesh away and funnel the souls together in the center altar.”

Cracks of lightning began to fire from the soul shards, striking the center altar.

“Is there any way too...” Twilight tried to finish her sentence but her thoughts had been drowned out. Pain, like none she had ever felt before was running its way over her entire body like a wave, followed by immense heat like someone had set her on fire with oil. “What...was that...” Twilight cried through gritted teeth. Another wave hit her and she screamed out in agony, her flesh feeling as if she was being cooked alive.

“Derpy no feel good...” Derpy collapsed on the ground , her wings starting to show singe marks on the tips.

Chrysalis looked at the elementium door, she could still knock it down with brute force but wouldn’t have nearly enough time or power to move the rest of the group out of the room before the ceremony finished. Chrysalis did the smallest of double takes at the door and then back to the young colt, who was still somewhat protected by the remnants of celestia’s power, although not for long.

“I guess that leaves option number two...”

“I can’t believe the security here is so...lax.” Maskia stood on a ridge overlooking Ponyville, home of her granddaughter and the targets she needed to eliminate to secure her rule. “So odd, no guards, no scout forces nor navy at the coast, it’s almost as if I was baited he-” Maskia felt a dreadful power wash over her. Something dark and powerful, like the weight of an entire ocean of power bearing down on her back. Maskia looked on the ground and saw a shadow of wings and a unicorn horn in front of her. She slowly turned her head to confront Luna when she was struck with a thunderous headbutt to the face, making her stagger back.

“I was hoping you would try something so brazen so I could have the pleasure of wiping your presence from the earth.” Luna spread her wings, arcs of black lightning arced along the ground as the entire countryside quaked with her power.

“I am the princess of the night.” She yelled in her royal wee, which shook leaves off trees for miles around.