Celestia smacked aside another fireball and fired a stream of intense fire magic at Infernus, who in turn destroyed it with a swing of his mace.

Something’s wrong. I expected him to be stronger than before, but even a millennium later I didn’t think he’d be this strong! He was practically a pushover when I first defeated him !

Infernus charged her and they clashed, her sword locking against his mace. She tried to hit him with her hammer as their weapons locked, only for him to catch it in his hand.

“Wh-What!?”

Infernus’ response was to open his mouth and shoot a fireball at her, the explosion sending her flying, forcing her to flap her wings to regain her balance.

This is bad! I have to finish this now, she thought as she gathered her power, her horn shining brightly. Infernus saw this and propelled himself at her, his mace burning bright. Just before he struck her, she teleported right behind him, her horn inches from the back of his head, before unleashing a massive explosion that shook all of Mt. Canter. She panted, hovering in the air as she tried to catch her breath.

Is it over?

Just as she finished that thought Infernus came out of the smoke, bellowing a war cry as he slammed his flaming mace into her face, sending her careening into Canterlot like a meteor, slamming through parts of the palace before finally coming to stop in one of the towers. As she tried to recover the tower broke off from the rest of the palace and fell on one of the nearby buildings.

Celestia struggled to get to her hooves, blood flowing freely from a wound on her head.

How? How could I lose? He was foal’s play when we fought in the past. Could he really get so strong while locked away in-?

‘What happened to you, Celestia!? You should be stronger than this! You should be able to go toe to toe with my first transformation, not being crushed by my base form! You’re weak!’

Those words echoed from the battle she had upon Gilgamesh’s release, the first total defeat she’d had in over a millennium.

‘Did you get an injury I didn’t know about!? Did you slack off in your training!?’

The revelation hit Celestia harder than the attack responsible for her current condition.

‘WELL, MAYBE SHE GOT TIRED OF EVERYPONY BEING AFRAID OF HER! MAYBE SHE DIDN’T WANT TO BE SEEN AS A FEARSOME WARRIOR ANYMORE, DID YOU THINK OF THAT!?’

This is my fault. In my bid for peace, to assuage their fears, I made them I weak. I made myself weak. And now Equestria will pay the price. What a fool I’ve been.

She heard a whimpering noise and looked up. In front of her was a pony, but her eyes were so blurred she couldn’t make out whom it was. In fact, she couldn’t even tell the pony’s gender, only the white coat.

“Please… run…” she whispered before falling to the ground and blacking out.

Blueblood sat pressed against the wall, filled with terror, his aunt passed out in front of him.

No. This is impossible. There’s no possible way something could do this to-

Derailing his thoughts was a mass of flame coming in through the hole of his now-destroyed room. The fire transformed into Infernus, smirking evilly at the alicorn’s limp body.

“Oh, this is beautiful. The mighty Celestia broken and beaten before me,” he gloated as he gripped his wicked mace with both hands. “If only you were awake to see your final moments.”

Blueblood yelped in terror, attracting the creature’s attention, who simply smirked.

“Ah, Prince Blueblood, isn’t it? When I heard how far Celestia’s descendants had fallen, I couldn’t help but laugh,” he turned back to Celestia and raised his weapon. “Why don’t you run along now, before I change my mind?”

He’s going to let me go? I-I can leave! I can live! he thought before his eyes caught his unconscious aunt in front of him, and a feeling of shame entered his heart. In a moment that feeling was replaced by anger. As his rage and fear warred with each other he saw the mace light itself on fire.

With a growl, Blueblood fired the most powerful spell he could muster at the feline’s face, making him stumble back a few steps. “AS IF, YOU CRETIN! NOT EVEN THE MOST DEPLORABLE OF PONIES WOULD ABANDON THEIR PRINCESS!”

The demon wiped some blood from his nose. “As you’ve no doubt demonstrated,” he replied before turning to Blueblood and smiling evilly. “Congratulations, Blueblood. You’ve proven that Valor’s blood hasn’t been entirely tarnished,” he complimented before raising his mace. “Die with pride.”

Time slowed to a crawl for Blueblood as he swung.

I’m going to die. I’m going to die! I’M GOING TO DIE! OH BY MY AUNTIES, I'M GOING TO DIE! NO, THIS CAN'T BE HAPPENING! THIS CAN'T-! OH NO, MY LIFE IS FLASHING BEFORE MY EYES!

Blueblood remembered the evening the Elements came and ruined the Grand Galloping Gala, and another formal where he talked and drank with many of the influential mares and stallions of Canterlot. And another where he did the same. And another... And another...

Is... Is this my life? Is this everything I, Blueblood, Prince of Equestria, have to call my own? A series of parties and socials that I didn't even truly care for? No. NO! I REFUSE TO BELIEVE THAT THIS IS ALL I HAVE AMOUNTED TO! THERE MUST BE SOMETHING THAT I'VE-!

His thoughts stopped when he realized the answer.

This. This action right here is the extent of my importance. This tiny act of foolish bravery is the most significant thing I’ve ever done with my life. I’m… pathetic.

The flaming mace was nearly upon his head, but the Prince no longer cared.

This is acceptable, I suppose. One small act of selflessness for a pony as pathetic as myself. But still, if any greater being is out there, all I ask is that this worthless life take long enough to kill for somepony to come and save-

What happened next was almost too quick for him to process. A blue streak broke through the building and smashed the demon out the other side, a thunderous war cry accompanying it. When Blueblood realized he was--in fact--not dead, he looked out the recently created hole and saw his aunt Luna battling the feline demon, smashing through several buildings before they took to the skies. Blueblood, collapsed to the floor and let out a breath he didn’t know he’d been holding before turning to face the still unconscious Celestia.

After a moment more of processing, he sprinted over to her. “Auntie! Auntie Celestia, wake up! Please, you have to get up!” he pleaded as he tried to jostle her awake, but she remained unresponsive. He considered calling for help, but reasoned it would be too risky and might attract the attention of the demons.

Wh-What do I do? I can’t just leave her here, but-

‘Congratulations, Blueblood. You’ve proven that Valor’s blood hasn’t been entirely tarnished.’

Remembering that sparked something in Blueblood. He realized that his aunt had never talked about her first husband, and he had never asked, but he knew she still thought highly of him. With a feeling of determination he looked around the room and pulled the pillowcase off one of his pillows before tying it around her head to stop the bleeding. He then pulled the covers off his bed before levitating the mattress out of the frame and setting it on the floor. He then delicately lifted his aunt onto the mattress and used the bedsheets to secure her to it. With everything done as best as he could he levitated her out the hole and onto the roof of the building they had crashed onto.

Don’t you worry, auntie. I promise I’ll get you somewhere safe if it’s the last thing I do.

Rarity cringed as she heard another scream of pain in the distance as she, Spike, Twilight and her parents, Twilight Velvet and Night Light, tried to silently make their way to the palace. Rarity had asked Twilight to show her where she used to live in Canterlot, and not long after they’d arrived the forces of Tartarus had attacked. They’d tried to evacuate along with everypony else, but they’d been cut off by the vicious demon attack when Shining Armor’s barrier fell. Now they were simply trying to find sanctuary.

So far they hadn’t encountered any demons since the initial assault, managing to sometimes barely avoid them, but seeing the destroyed buildings and the corpses of guards and other civilians were not helping their dispositions.

“We’re going to make it out of this,” she heard Twilight mutter as they galloped along. “We’re going to make it out of this.”

Twilight had been doing her best to hide her fear under a mask of determination, trying to conduct herself like a “true leader,” but Rarity could see the signs of barely hidden terror under her subtle movements. Despite this, Rarity could only admire her conviction.

Just then another scream of terror rang out, this one from what sounded like only a few yards away. They all flinched, Rarity, Spike, Velvet and Night Light all quietly backed away, but Twilight held still.

“Twilight, what’s wrong?” Spike asked. Rarity looked and noticed that Twilight was gritting her teeth, an angry look on her face.

“Darling, are you-?” Rarity began to ask.

“No,” she interrupted.

“Wh-What?”

“No! I am tired of sitting back and letting others die!” she shouted, flaring her wings as her horn glowed.

“Twilight, honey, be reasonable about-” Velvet tried to reason with her, only for her pleas to fall on deaf ears.

“I AM A PRINCESS! AND I WILL NOT STAND FOR THIS!” she cried as she flew off, darting between the alley between two buildings.

“Twilight!” Night Light shouted, galloping after her, the rest of them following. They exited the alley and saw Twilight blasting away Bloodsuckers from a mother and her foal, her magic punching holes through their bodies. As she did, two Acid Maggots began to slink towards her, birthing more Bloodsuckers while also launching projectile acid from their mouths.

Twilight responded by casting a barrier over herself and the two other ponies. Although it held, it gave time for the Bloodsuckers to descend upon her again. Spike growled and jumped forwards, inhaling deeply before unleashing a stream of fire upon the spiders, causing them to scream and writhe in pain as they burned. Rarity noticed a piece of a nearby building ready to fall and grabbed it with her magic, trying to pull it down. Velvet and Night Light noticed as well and helped with their own magic, pulling until they finally managed to rip it off and crush the two bloated insect demons. Twilight dropped her barrier spell before unleashing a barrage of magic blasts that destroyed the remaining Bloodsuckers.

They all panted before Twilight turned to face the mother and child. “Are you alright?”

The mare took a moment to gather herself before responding. “Y-Yes. Th-Thank you, your majesty. B-But, my h-husband…” the mare trailed off as she began to cry, hugging her foal tighter.

Twilight moved to comfort her, only for her efforts to be stopped by the squawking of Speed Demons nearby, and from the sounds of things coming their way.

“Get behind me!” she ordered, the mare carrying her foal behind her, Rarity, Spike, and Twilight’s parents joining her. Moments later, dozens of the avian monsters arrived, dashing towards them. Twilight summoned her strength and forced them all back with a powerful blast. As they tumbled, she prepared another spell, only for six Furies to jump over the group of demons and charge. Strangely enough, the armored demons halted for a moment, looking surprised, before smiling evilly.

“Elements! Kill them!” one of them shouted, rushing towards them.

What? Rarity thought, surprised to hear these beastly creatures speak.

Twilight managed to blast one back with a beam spell, knocking it on its back, as one of the others swung its axe at her, which she took flight away from and fired another spell. One of them attempted to attack Rarity, who expertly used telekinesis to trip it before bucking it in the face. It quickly recovered, picking itself off the ground, and attacked again, only to growl in pain as Spike jumped up and breathed fire at its back. The Fury took a swipe at Spike, the dragon dodged away, allowing it to refocus its attention on Rarity.

These monsters are focused on us! They know who we are!

“Mom, dad, Spike, take those two and run!” Twilight called as she fired a blast at a Fury, knocking it over. “Rarity, let’s go!”

Rarity hesitated for a moment before nodding and racing after Twilight, firing a few magic blasts into the recovering group of demons.

“Rarity! Twilight!” Spike called, only for Night Light to grab him in a telekinesis spell and pull him back while Velvet helped the mare and her foal get away.

I’m sorry, Spike. Please be safe, Rarity thought as she and Twilight led the demons away.

Cadance lied down on the cold tile floor as she caught her breath, doing everything she could to relax and regain her power, hiding in the palace kitchen due to its large size and multiple exits. The unicorn guards had set up a perimeter around her while the two changelings watched the doors.

One of the changelings looked back at Cadance for a moment, scowling slightly, before turning back to face the doors.

“What’s your problem?” one of the guards asked angrily.

“It’s not important to the mission,” the changeling replied tersely.

“If you got something to say, then say it!” the unicorn shouted back.

The changeling snarled as he turned to face the stallion. “Fine. I think she is a weak coward who isn’t fit to be a leader!” he said, pointing to Cadance.

"What did you say!?"

"You heard him," the other one began, the voice sounding more feminine. "He thinks it's embarrassing for your country to have one of your leaders here, hiding away."

"How dare you! Princess Cadance is far too important to be allowed out there!"

"So is our Queen, and yet she's out there fighting for us! For you!" the, apparently, male changeling shot back.

"As are your other Princesses," the female one added, her voice calmer but no less hostile. "She has no reason to stay here, hidden away, other than cowardice. It’s pathetic."

One of the guards growled and pointed his lance at them. "You be quiet, you disgusting-!"

"Guard."

Everyone turned to face Cadance, a surprisingly serious look on her face.

"Your majesty?"

"Please give me your lance," she requested.

The guard hesitated a moment before levitating it over to her, which she then took in her own magic grasp, before walking towards the changelings, who prepared to draw their own weapons in response. Cadance stopped and stared at them for a moment.

"You're right about one thing. It is shameful for me to be here when so many others are risking their lives," she said before turning back to her guards. "Prepare yourselves, we're going to battle."

They all looked back at her, shocked. Even the changelings seemed surprised.

"Your highness, you can't be serious!"

"I may not have battle training, but I've watched enough of Shining Armor's drills to get an idea. And my magic is more powerful than even his. If you wish to protect your Princess, then watch my flank on the field," she replied before turning to the two changelings. "If you could, show us the quickest route to the palace gates. That's where all the evacuees should be coming in from."

The two hesitated a moment before nodding and began to gallop off, the ponies close behind.

Spike had never felt so desperate in his life. The mare who raised him and the mare he loved were off facing Celestia-knows-what, and here he was running away from them, leaving them behind.

I should be with them. I should be helping. But… what could I really even do?

Go to them.

Spike stopped mid-stride, looking around. The voice sounded familiar, and yet foreign at the same time.

“Spike, come on!” Velvet called, stopping to egg him on.

Spike shook himself out of his stupor and began to run again.

You must protect them.

Once again he stopped, the voice seeming to have power over him. And yet, he couldn’t deny it spoke what he wanted.

“Spike, what’s wrong?” Night light asked, also stopping to see what the problem was.

Spike was about to reply when he noticed the exposed wood of a nearby building, and an idea formed.

“I’m sorry! Go on without me!” he called before breathing fire on the wood and running back the way he came.

“Spike, what are you-!?” Velvet called in alarm before being cut off by the the building beginning to groan. Realizing what was happening, Night Light pulled his wife out of the way, having plenty of time to move her away from the building as it collapsed, cutting off their path.

“Spike!” the stallion called.

“I’ll be ok!” he called back, as he sprinted as fast as he could back the way he came. A few minutes later he finally arrived and his heart stopped.

The Speeding Deaths were practically swarming over a small hotel, pouring through windows and doors to climb upstairs where he could hear the sounds of battle. There was a blast of violet energy and one of the Furies went flying out the wall and landing on the ground, groaning before passing out. Some of the bird demons turned to look and saw him standing there. Though most continued to go for the ponies inside, a small group turned to attack him.

Spike, terrified and losing his courage, turned to run, when he heard a shout of pain from the top floor.

Destroy these fools! How dare they hurt them!?

Spike stopped as a power surged in him. He growled as he jumped up and inhaled before breathing fire on the group. The flames was big enough that it not only hit the small group attacking him but nearly all the demons on the ground. As the avian monsters squaked in pain, Spike hesitated, both surprised and scared at the amount of destruction he was able to unleash.

Then a scream of terror rang out. Rarity’s scream.

GO! PROTECT THEM! DESTROY WHAT THREATENS THEM!

The fire returned and Spike raced to the door, jumping off the burning bodies in his way, ignoring their wails of pain. He dodged the demons that were inside as he sprinted up the stairs. When he reached the top floor his blood went cold.

Twilight was down, slumped against a wall, blood dripping from her face, obviously unconscious. Rarity stood in front of her, favoring one hind leg over the other, her horn glowing with energy, as a Fury stomped towards them, an axe raised.

“RARITY! TWILIGHT!” he called out, attracting attention to himself.

“Spike?” Rarity asked, completely stunned.

Unfortunately, the Fury also looked to him and pulled its arm back.

“SPIKE!” Rarity called, as it threw the axe. Spike dropped to the ground to avoid it, barely managing to dodge.

Unfortunately the force of the attack caused the wall to crumble and fall on him, pinning him to the ground with all his limbs but his left arm stuck.

“SPIKE, NO!” Rarity shouted, beginning to sprint over to him, only to stop as she noticed the Fury direct its attention back to her. It charged forwards, claws extended, but Rarity responded with a quick blast of magic to the face. “Out of my way, Ruffian!”

The Fury stumbled for a moment before growling, picking up a nearby cabinet and hurling it at her. Rarity managed to blast it away, only to be kicked at the wall, yelping in pain as she fell next to Twilight.

“RARITY!” Spike shouted in both fear and anger, desperately trying to get himself out of the rubble to save her and Twilight.

No! Its going to kill them! I can’t let that happen! I need to save them! I need to save my friends!

At that moment, something sparked in Spike.

‘My friends?’ My… friends… MY friends.

An intense fire grew in Spike, anger surging inside of him, as well as… desire.

They’re my friends. MY friends. Mine! How dare this piece of trash hurt my friends! THEY’RE MINE!

Spike growled, barely registering that his voice was starting to match the one he heard in his thoughts before, or that the rubble on top of him didn’t seem to feel as heavy.

MINE! MY FRIENDS! MY TREASURES! MY HOARD! ALL MINE!

“MIIIIIIIIINE!” he bellowed as he launched himself at the demon with enough force to smash them both out the nearby wall. So focused was he on his goal that he didn’t even notice that he was about the same size the offending demon… and was getting bigger…

Fluttershy shook in terror as she hid in the corner of the rubble, doing everything she could to be small and unnoticeable.

Oh my goodness! Oh my goodness! Oh my goodness! Oh my-!

“Hey! I think I found one!” came a voice.

Fluttershy yelped and immediately bolted away as fast as she could.

“She’s running!”

“GRAB HER!”

Fluttershy kicked and struggled as several bodies piled onto her, desperately trying to get away, not even looking at her aggressors as tears of fear fell from her eyes.

“Wait! Stop! Calm down!”

“Listen, we’re not here to-GAH! SHE BUCKED ME IN THE FACE!”

“Someling hit her with some goo and bind her!”

“ENOUGH!” one of the voices boomed, and the hooves trying to hold her down relaxed. Even Fluttershy found herself unable to resist the voice’s command. Instead she covered her eyes and continued to cry.

Somepony! Anypony! Please! Girls, where are you!?

“Excuse me, but you are the Element of Kindness, correct?”

It was the same voice as before, but much kinder and unexpectedly gentle. Fluttershy uncovered her eyes and looked up, only to be struck with fear again as she saw Chrysalis standing in front of her. Fluttershy almost covered her face again by instinct until she noticed that the changeling was smiling, a warm and comforting smile without any malice. After more observation, she noticed that--despite the similarities--this was in fact not Chrysalis. Her mane was more styled, combed over and drooping over her right eye, and was noticeably smaller than the changeling queen.

“Wh-Who are y-you?” she asked, still scared.

“I am Nectar. You know my mother, Chrysalis.”

“‘M-Mother?’” Fluttershy asked, confusion and curiosity starting to overpower fear.

“Yes. Your name is Fluttershy, correct?”

“Y-Yes?”

Nectar replied by extending a hoof out to her. “Could you please come with us?”

Fluttershy shrunk down, looking at the hoof, unsure if she could trust this “Nectar.”

“My Princess, this is taking too much time. We should just put her to sleep and carry her to safety. She can be mad at us later,” one of the changelings suggested, causing Fluttershy to meep.

Nectar gave the changeling a glare, but it was less of a death glare and more a disappointed “did you really just say that?” glare, something Fluttershy had seen Rarity give Applejack and Rainbow Dash plenty of times, much to her own surprise. Nectar then turned back to Fluttershy, smiling warmly again.

“Fluttershy, do you know the hatchlings back home think you’re scary?”

Fluttershy looked surprised. “Wh-What? Why do they think I’m scary?”

“Because you’re one of the Elements of Harmony, the mares that took down so many threats to Equestria and helped to drive our invasion away. They think that any pony that could do that must be a monster,” the Princess explained.

“B-But that’s… silly.”

“Yes, but they think that because they don’t know you. Just like why you ponies might think we’re monsters,” Nectar replied simply.

Fluttershy’s eyes widened at the realization, understanding what she was getting at. Nectar motioned to her outstretched hoof again, still smiling warmly. Fluttershy hesitated a moment more before cautiously accepting the hoof, the Princess gently pulling her to her hooves.

“MISS FLUTTERSHY!”

The mare and the changelings turned to see a group of pegasi landing nearby. A sky blue pegasus mare with a white mane, her cutie mark a sun peeking in through the clouds, led them. Fluttershy recognized her as Major Skyranger. The five soldiers observed the changelings cautiously before saluting.

“Y-You’re Princess Nectar, right?” she asked.

The changeling princess responded with her own salute, a hoof to the chest, and all the other changelings followed her example. “Indeed. How goes the the evacuation? We did all we could before Princess Cadance dropped her barrier.”

“Not great. We got a large number of citizens into the palace, but they were all scattered so it was difficult to form an organized retreat, even with your changelings’ help. Also, a lot of demons have picked up on this and have begun to focus their attacks on the palace. We have most of our forces there and are sending out what little we can to retrieve survivors. What about your search for the Elements of Harmony?”

“As you can see, we just located Fluttershy. Some of my soldiers are escorting Applejack and Rainbow Dash to the palace. Unfortunately, they’re all only drones, and they are encountering many enemies. They are moving slowly and doing what they can to avoid them.”

“Wait, aren’t they all drones?” one of the pegasi asked.

“What was that?” one of the changelings asked with a hiss.

“Commander, control yourself!” Nectar chided, causing the changeling to immediately back down. “What I meant was that ‘drone’ is the term used for the lowest rank in our military,” she explained.

“You mean they’re being protected by nothing but recruits!?” another pegasi asked in alarm.

“We need to go after them and-!”

“Quiet, soldier! Nopony’s rushing off anywhere!” Skyranger shouted, taking control of her soldiers again. “Considering the brunt of the enemy’s forces are trying to break into the palace now, it might be best if your soldiers tried to hole up somewhere safe.”

“Perhaps,” Nectar replied.

“Um… I was wondering, how do you know where Applejack and Rainbow Dash are? Um, if that’s ok?” Fluttershy asked meekly.

“Hive mind.”

“Oh! Um, I see. Um, have you seen Twilight, Pinkie, or Rarity anywhere?”

“Pinkie, we’ve yet to see any trace of. Some of the changelings fighting in the air have reported they might’ve seen Princess Twilight and Rarity, but not with any certain-”

Nectar was interrupted by a loud noise coming from off in the distance, powerful enough to shake buildings. They all turned and were stunned to see a fully grown dragon throw its head back and roar.

“SWEET CELESTIA, IS THAT A DRAGON!? HOW DID THAT GET HERE!?” one of the guards shouted.

Fluttershy shook in terror at the thought of a dragon being so close, until she noticed something about the reptile. Namely, its purple scales and green spines.

“...Spike?”

Fluttershy, without meaning to, had attracted all the attention of the whole group.

“‘Spike?’ Isn’t that the name of Princess Twilight’s assistant?” Skyranger asked.

As they watched they saw the dragon pick up a Fury before hurling it into a nearby building. Moments later several Speeding Deaths climbed up its body and began to attack viciously, but their efforts seemed to be in vain against the reptile’s scales. It simply turned and breathed fire on them, burning them to cinders. Just then, a Looming Shadow came down from overhead and attacked, attempting to overpower it. The dragon fought back and the two began to battle, biting and clawing at each other, before it hurled the giant insect away. Rather than go after it, the dragon stayed where it was, positioning itself between the demon and one of the buildings, as if to guard it.

“It’s against the demons! But why is it just staying there?” one of the changelings asked to no one in particular.

Nectar looked between the dragon and the timid pony next to her, a plan forming in her head.

“Commander Thorax, Major Skyranger, gather yourselves. We’re going to that dragon.”

There was a pause where nothing was said.

“Pardon me, your highness, but ARE YOU BUCKING INSANE!?” Commander Thorax shouted.

“That dragon’s not acting normally. See how it’s protecting that building? If I’m right, I think Princess Twilight is there, maybe even some of the other Elements as well.”

“Twilight’s there!?” Fluttershy asked.

“You may be right, but-” Skyranger began.

“You said it yourself, the palace is too hot right now. I’ll order my drones to take Applejack and Rainbow Dash to that location, and from there we can meet up, gather our forces, and decide what to do next. If we’re lucky, we could even use this ‘Spike’ to punch a hole through the enemy lines and make it to the palace.”

Everyone looked to the Princess with surprise.

“It… It could work…” Skyranger conceded hesitantly. “... Alright then, we’ll follow your lead. Not like we’ve got any better ideas.”

“Very well, let’s go. Miss Fluttershy, stay close to me.”

“U-Um, yes!” the meek pegasus replied as they all galloped towards the battling reptile.

Rarity could barely believe what she was seeing. Spike was big again, but something was different this time. Unlike his form the last time he transformed--which was brutish and blocky--this form looked sleeker, leaner, and more elegant, yet no less vicious or intimidating. But the big change, of course, was the fact that, unlike last time, he now had wings. The unicorn could only stare slack jawed at the destruction Spike’s battle with the demons had caused, and yet she was also aware that the building she and the still unconscious Twilight were in had barely been touched.

At that moment a Demolisher burst into the room, destroying the rubble by the wall, which didn’t even slow it down. Its jagged sword was raised, ready to strike her. Rarity screamed in terror, trying to move only for her hind leg to wrack her with pain. Just before it brought its weapon down Rarity’s vision was suddenly filled with purple. It took her a moment to realize it was Spike’s claw, which had clamped around the boar demon before pulling it out of the building.

“MY HOARD!” he bellowed as he wrapped his other claw around the demon and began to crush it, Rarity could hear its bones break as it screamed in pain. “NO TOUCH! NO HURT HOARD! EVER!” He then pulled back both his arms and hurled the demon off into the distance. Spike then turned to face Rarity, his face getting close.

Rarity flinched and scooted back a bit before she saw something in his eyes, a look of genuine concern. Cautiously, she approached, hesitantly extending her hoof towards his snout.

“Spike?” she asked gently. The dragon moved a bit closer and her hoof touched his snout. He almost purred in response to the contact, and she could swear she saw his mouth curl slightly into a smile. Rarity let out a breath she didn’t know she was holding and chuckled a bit before noticing something behind him. “SPIKE!” she shouted and pointed to the Looming Shadow racing towards him. His eyes turned fierce as he whipped around and roared as he charged, using a flap of his wings to meet the demon. The beast unfortunately had a running start and smashed into Spike with enough force to send him sliding back as he grappled with it, almost smashing into the building.

Rarity instinctively screamed in terror and Spike noticed this, sparing a glance at her before growling with rage. He quickly adjusted his grip and pulled the demon’s mouth open before taking in a deep breath and breathing a massive stream of fire right down its throat. The creature screamed and convulsed in pain before finally falling limp. Spike tossed it aside before glancing around him. Seeing no other enemies, he threw his head back and roared triumphantly, shaking the earth as he did. As soon as he finished, he unexpectedly began to fall over.

“Spike!” Rarity called as he hit the ground, only to look on as his body shrank. Rather than return to his normal size, he was now about the size of one of the adolescent dragons they met during the migration. Rarity could only look on in confusion, not knowing how to react to her now sleeping friend, until she saw a group of guards approach him cautiously. As they got close, one of them raised his spear and was preparing to stab him.

“WHAT ARE YOU DOING!?” she screeched, causing them all to jump in surprise.

“I-It’s a dragon! We’ve g-got to kill it before it gets up and g-goes on a r-rampage again!” the stallion replied, fear in his eyes.

“YOU HURT ONE SCALE ON HIS INNOCENT LITTLE HEAD, AND I WILL DESTROY YOU!” she threatened before jumping out the building. Even using her levitation magic to slow her fall, she still hit the ground hard, causing her to wince in pain, but she was too concerned for Spike to care. She limped over the him and protectively hugged his head. “I mean it. If you want to hurt him, you’ll have to go through me!”

The guard was about to reply when Night Light and Twilight Velvet returned.

“What in the name of Celestia is going on here!?” Velvet asked, confused by the scene in front of her.

“Ma’am, stay back! This a dangerous creature, and we will deal with it in a moment!” one of the guards tried to assure her.

“ARE YOU BUCKING DENSE!?” Night Light shouted back. “THAT’S SPIKE, THE ASSISTANT OF PRINCESS TWILIGHT SPARKLE, MY DAUGHTER!”

Spike began to stir, causing the guards to scurry back in fear.

"Spike, darling, are you alright?" Rarity asked, Velvet and Night Light galloping over as he lifted his head.

"Ugh, what happened?" he asked rubbing his head. "Wait... is that my voice?" he asked aloud, getting his answer from his own mouth. His vocals were deeper, more mature and, dare he say it, smooth.

"Forget that for now, dear. How are you feeling?"

"Okay, I guess. Why do you-?" he asked before he opened his eyes, noticing he was looking down at everypony else. "Wh-What? Rarity, you... no, you didn't shrink, I-" he turned and looked at himself. "I've got wings!" he said excitedly as he fanned them out, getting used to his new appendages. He then gave his body a look. "I'm.. big! I might be as big as Celestia!"

"You were a lot bigger than that just a few moments ago, dear. But, tell me, are you sure you're feeling quite alright?"

Spike took a moment to understand what she meant before looking around. He then turned back to her and nodded. "Yeah. Don't worry, it's not like last time."

Rarity sighed and smiled. "Thank goodness. But do you have any idea why you became like this?"

"No, I don't have-" he began to say before he remembered his thoughts just before he lost himself in rage.

'They’re my friends. MY friends. Mine! How dare this piece of trash hurt my friends! THEY’RE MINE! MINE! MY FRIENDS! MY TREASURES! MY HOARD! ALL MINE!'

Spike felt a pang of guilt at that. Did I really just think of them as something that belonged to me? As my hoard?... Wait...

Just then, words from much further in the past rang in his head.

“Spike, there are two kinds of hoarding for a dragon: Hoarding that fills, and hoarding that fulfills.”

"You’ll get bigger and stronger like before, but it won’t be as crazy fast and it won’t make you go nuts. Also, what a dragon hoards to fulfill themselves is different for each dragon.”

"You value things differently than most dragons, so it’ll probably affect what you hoard. When you find out what it is, you’ll know.”

"Spike? Spike, dear, are you alright?"

Spike snapped out of his trance, looking to Rarity's concerned expression, before smiling.

"Yeah. I'm fine. And I think I figured it out. Besides, I'm more concerned about you and-"

Spike's smile fell, just like his heart, when he realized what he was forgetting.

"TWILIGHT!" he screamed before darting towards the building, only to find he was too big to fit through the door. Undaunted, he instead scrambled up the side of the building before making it to the hole in the wall, finding the alicorn still unconscious. "TWILIGHT!" he shouted again before scooping her up, jumping off the building and instinctively gliding down to the ground. Everypony else gathered as he cradled her in his arms. "Twilight, get up! Please, please, get up, please! I can't lose you!" he pleaded as tears streamed down his face.

To his immense joy, she began to stir and her eyes began to flutter before opening. "Spike?"

"Twilight!" he cried in joy before hugging her tightly.

"Owowow! Spike, not so rough!" she shouted as she struggled in pain.

"Sorry!" he apologized quickly as he loosened his grip, but still holding onto her. "I'm just so happy to see you're ok!"

"Me too, Spike. But what are you doing here? And why are you so big?"

"Another time, Darling," Rarity butted in. "For now, I really think we need to-"

"PRINCESS TWILIGHT!"

The group turned to see a squad of ponies and changelings galloping towards them, the girls and Spike instantly recognizing Fluttershy, calling out her name and rushing towards her, only to stop when they notice her flinch, fearfully looking at Spike. After a moment’s hesitation, Fluttershy gulped and cautiously stepped forwards.

“Spike? That is you… right?” she asked.

Spike sighed before putting on the warmest smile he could. He took a few steps towards her and offered his claw. “Yeah. It’s me, Fluttershy. It’s all me.”

Fluttershy immediately rushed forwards and hugged him, her fear gone. “Oh thank goodness! I was so worried you’d gone crazy like before. Oh! I’m sorry, I didn’t mean that in a bad way.”

“It’s ok,” he chuckled and hugged her back. “Are you ok?”

“Oh yes! Miss Nectar made sure to take good care of me.”

“‘Miss Nectar?’” Twilight asked, before turning towards the changelings, seeing the Chrysalis look-alike step forwards, a nervous expression on her face before placing her hoof to her chest.

“Hello, Princess Twilight Sparkle. It’s an honor to meet the Princess of Friendship herself. I am Princess Nectar,” the changeling royal said, greeting the alicorn with all the respect of a true noble.

"'Princess Nectar?'" Twilight asked, confused.

"Yes. You and your friends are familiar with my mother."

The realization instantly hit Twilight. "Chrysalis has a daughter!?"

"Yes, I'm not surprised you didn't know. But we have more important things to discuss. Do you have any idea where the Element of Laughter, Pinkie Pie, might be? I and my soldiers here have taken on the task of ensuring you all make it to safety."

"Um, I'm sorry, but no. It's really hard to keep track of Pinkie, honestly."

Nectar sighed. "Then we're still one short."

"Um, not to be rude darling, but don't you mean 'three short'?" Rarity asked.

Nectar simply smirked and pointed to the side. They all turned and were surprised to see another squad of changeling arrive with Applejack, Rainbow Dash, and many other ponies in tow.

"Rainbow! Applejack!" Twilight called, only to notice the weary expressions on their faces, surprised and concerned to see them in such a condition. "Girls, what's wrong?"

"Oh, Twi. Um, sorry ah'm.. we're..." Applejack trailed off, trying to find her words. She looked to Rainbow, who looked equally lost, before turning to nectar's group and recognizing Commander Thorax. "Um, excuse me, pardner. You're that Commander fella, right?"

The Commander saluted back. "I am."

"Um... listen. See, the thing is... the changeling ya sent ta help us, the one that was leading this group... he's-"

"Lost his life in the line of duty," he finished. "I know, the message was sent through the Hive Mind. I appreciate your concern, but we have more important things to focus on."

Applejack and Rainbow looked shocked by his response before they both glared at him.

"That's all ya got ta say? He's dead! He died defending us, even when we didn't trust him! Ah've been tearin' mahself up inside, tryin' to figure out how ta break it to ya, and that's all ya have ta say!?"

"He was a soldier. He's known the risks since day one. He died as honorably as he could," Thorax replied tersely.

"'Honorably!?'" Rainbow butted in, getting right into Thorax's face. "He got his foreleg cut off and then he had his head smashed flat! You call that 'honorable', you little piece of-!?"

"He died to ensure that his mission was successful! He died protecting the lives of others! Would you rather you get yourselves killed and make his sacrifice worthless!?" the Commander shot back, causing Applejack and Rainbow to lose their steam. The Commander took a relaxing breath before continuing. "Thank you for showing concern for my soldiers. But if you truly wish to honor him, you will stay alive so his sacrifice meant something. You can mourn him when the battle is over and you are safe."

The two mares struggled to form a proper response to that.

"What was his name?" Rainbow asked.

"Corporal Pincer."

"Ok. Thanks, and, um... sorry."

"It's fine," he said with a nod before turning to the newly arrived changelings. "Who did he leave in charge?"

One of the changelings stepped forwards and saluted. "Drone 47, reporting, sir."

"'Drone 47?'" Skyranger thought aloud, unable to wrap her head around their naming system.

"The two Elements stay with us. Find somewhere to take those other ponies to safety," he ordered before turning to face everypony else. "Any suggestions?"

"We found a group of guards holed up not too far away protecting some of the citizens," Twilight Velvet answered, referring to herself and her husband. "We already dropped off a mare and her foal with them before we came back."

"47, follow them. You may need to leave some soldiers there to back up the guard. Send whoever you can spare back here."

"Sir!" the group of changeling drones replied and escorted the ponies in their group as they followed Twilight's parents, but not before the two unicorns gave their daughter a quick hug.

"Now if only we could find-"

"Hi!"

"Gah!" Thorax, and all the other changelings, flinched as he suddenly found the pink mare he was thinking about right behind him.

"Pinkie! Thank Celestia you're ok!" Twilight cried as she and the rest of her friend raced over and hugged her. "Are you alright? You're not hurt are you?"

"Nope! I'm fine, Twilight!" she replied cheerfully. Twilight however, could tell something was off. Her smile, though wide as ever, seemed forced, and her eyes didn't sparkle.

"Pinkie, are you sure you're-"

"I'm fine, Twilight. We can talk about what happened later," she replied in a more forceful and, surprisingly, passive aggressive voice that utterly shocked her friends even as she held her smile. "Besides, I think you should get checked out. Your horn's cracked."

"Huh?" Twilight asked before raising a hoof to her horn and wincing in pain. "Ah! Must've happened when that Fury knocked me out."

"Do any of you know any healing spells?" Princess Nectar asked the unicorn guards.

"N-Nothing that could fix a cracked horn," one of them replied. "Just enough to dull the pain."

Nectar sighed. "Do it, then we should find a place to hole up. I was planning on using Spike to help punch a line through the enemy and make it to the palace, but... well, you were bigger when I had the idea."

"Uh, sorry about that," Spike replied, rubbing the back of his head.

Nectar smirked. "I doubt it's something you have any control ov-"

"NECTAR!"

Before anyone could comprehend what was happening something shot out of the sky and barreled into the Changeling Princess, knocking her over. Everyone prepared for a fight, only to stare in shock at what they were seeing.

"Nectar, oh thank our ancestors, you're really here! Are you ok? Are you hurt?"

Queen Chrysalis was closely examining her still dazed daughter, checking over her body with an overly thorough inspection, even going so far as to check her teeth. After she was apparently satisfied, she took her daughter in a bone-crushing hug. "Oh, my sweetums!"

The ponies and Spike stared in complete shock, seeing their once vicious enemy fawning over her daughter like an extremely embarrassing parent. They stole a glance at the changelings, who were equally shocked at such a development.

Eventually Nectar regained herself and realized what was going on before blushing heavily. "M-Mother! What are you doing!? T-To act like this out in the open! In front of our subjects! In front of the ponies!"

"Oh, be quiet, you! Do have any idea how worried I've been? I didn't even know if you were still alive!" Chrysalis then began to shower her daughter with quick kisses all over her face, causing Nectar to blush even more.

"M-Mother! Stop it! This is so embarrassing!"

"Well, this is... unexpected," Rarity commented.

"Understatement of the century, there, Rares," Rainbow replied, still staring.

Chrysalis stopped kissing Nectar before hugging her tightly again, rocking back and forth. "Oh, thank goodness for the boisterous buffoon! I'm so sorry I ever doubted him! I'll have to give him a proper thank you later! But, right now, I'm so happy that I can hold you in my hooves again!"

"Well Ah'll be. She's jus like anypony else after all," Applejack commented with a warm smile.

The heartwarming scene was unfortunately cut short as a massive creature burst through one of the buildings right behind the two changeling royals. The enormous creature, standing even taller than Gilgamesh himself, and possessing heavy armor, a helmet that hid its face, and four arms, each wielding a different weapon, was instantly recognized as a "Titan."

"YOUR MAJESTIES!" Commander Thorax shouted.

"LOOK OUT!" Twilight cried.

Chrysalis saw the creature, realizing it wa too late to dodge, and held her daughter close, attempting to shield her as a massive sword came toward them both.

Author's Notes:

It took me less than a a month to get this out! Yay!

Anyways, lots going on here, I hope its not too much for you all to keep up with. Once again I'd like to thank my editor Golden Script for editing this chapter, and so quickly as well!

The Assault on Canterlot Arc only has two chapters left, so I hope you guys enjoy the ride!

Oh, and by the way, if you're wondering how Spike's new voice sounds.

Yeah. Go ahead and swoon ladies.