A storm was crashing down upon the Black Widow's Peaks, rain as thick as glass soaking the jagged mountaintops. Coupled with it was the occasional flash of lightning and clap of thunder, giving the charcoal-black landscape an ominous appearance. Inside the Changeling Hive, which too was being lashed by the ferocious rainfall, the leaders of Queen Chrysalis's army were gathered inside the war room, studying a strategic map of Canterlot which was spread out on the table. Among them was the only General in the entire officer corps, a rank befitting his position as the top commanding officer, and his name was so fearsome and infamous among ponykind that even the toughest of them could not speak his name and remain unafraid. This was General Skoula, and his physical form was as intimidating and dominating as his reputation among even his own men. While the Changeling Army may not have been ready to assault the city, the process of finding new recruits gave Skoula time to plan the next great attack. The lieutenants of his army were made up of one of the three pony species, one for the Earth ponies, the pegasi and the unicorns. All three had very well-developed and clever minds, which could use the full capabilities of their respective species to full advantage. Leading the Earth ponies was Commander Barbarousis. Beside him at the war room table was Commander Alkaios of the pegasi, and Commander Maugrim of the unicorns. Thus far, they had tasked their forces with the mission to raid every single one of Canterlot's outlying towns and villages, taking everypony residing in them prisoner and killing those who tried to resist, as per Chrysalis's new policy. In the last invasion, Chrysalis tried employing a policy wherein her troops would not kill, even those who fought against them. This time, she would show no mercy. The army would be trained hard in the killing of Royal Guards and civilians who attempted to assist in the defence of the city. But for now, the three leaders were to help Skoula in planning the attack on the city, before it could be presented to the Queen. As they were doing this, Commander Barbarousis had come up with an idea, one he thought would benefit the operation and the army immensely.

"General Skoula, I have just come up with an idea which could supplement our forces and bolster the success of the assault on Canterlot. If you'd allow me, I will describe it to you in detail."

"Proceed Commander." Replied Skoula, interested in the Commander's proposal.

"As you know, General, the Hive is situated inside the Equestrian Badlands, a place which is infamous among ponykind for being home to the bad apples of the Equestrian bunch. Criminals, thugs, dissidents and individuals who resent the treasured Equestrian values of friendship and harmony. My proposal is to send emissaries to towns and villages in which they live, so that we might entice them to join our cause. They would act as a second echelon, coming in from behind to support the main force. In exchange for their services they would be allowed to do whatever they please. What do you think of that sir?"

"It is a good plan, Commander." Replied Skoula, having taken some time to analyse the proposal. "But what if this second echelon decides to rebel against us?"

"I was well aware of such a situation unfolding sir." Barbarousis answered assuredly. "In the event the second echelon goes rogue, our Changelings will enclose and crush them, while hunting down any stragglers. Those who escape into enemy territory will be left at their mercy. The troops must stick to the mission at all times, and at all costs."

"Very good Commander Barbarousis. I like this plan. The Royal Guard and those who try to help them will be caught up in a frenzy of thuggery and murder. You may proceed with the mission."

"Thank you General." Finished Barbarousis.

"Attention!" Yelled a voice from outside the door. Everypony in the room stood to attention as Chrysalis stepped inside. She glanced at the three commanders, before looking at General Skoula, whom she greeted with a nod. The Changeling Queen took her place at the top of the table, flanked by her loyal general.

"At ease." Said Chrysalis, her men following the command.

"Your Majesty, we have created a new plan formed from the coordinates of the previous assault on Canterlot." Said Alkaios. "Instead of waiting outside the city to attack, our forces will infiltrate the city in disguise en masse, and blend in with the locals. Once our specialist crack team in Ponyville captures the Princess of Love, we will proceed with the attack by coming out of disguise and making our way toward the castle while dispatching any resistance."

Chrysalis made no response, physically or otherwise. She was still listening, despite this.

"Now, we are aware that at this point, the Canterlot Royal Guard will come out of the castle en masse and attempt to form a defensive perimeter around the castle walls and entrance. They will no doubt be complemented by cavalry and supported by archers from the castle's parapets. However, teams of my pegasi will dive bomb the Guards and engage them from behind, allowing our troops to move in and finish them off. At the same time, more dive bomber teams will hit the enemy's archers, attacking them from behind before entering the castle. To support them, specifically assembled and equipped pegasi teams will also dive bomb the castle in an attempt to defeat the two princesses, Celestia and Luna."

"It was I and Alkaios who came up with a separate plan of attack to deal with the princesses, your Majesty." Added Maugrim. "The aim of the pegasi attacking the castle is to cut off the princesses from their guards and divert them somewhere we can corner them. Once that is done, my unicorns will then teleport into the castle en masse, where they will begin to harvest the Princesses' love simultaneously, so as to increase their powers and give them extra strength in close combat. Many of my unicorns will experience an incredibly tough battle initially, given the Princesses' powers, but over time they will weaken, and my troops will gain the upper hoof. With the defeat of the princesses, the pegasi and unicorns will then exit the castle through the main entrance and over the walls, so as to engage the Royal Guards from behind. Meanwhile, a second echelon, made up of thugs and lowlives from neighbouring towns and villages in the Badlands will advance northeast towards Canterlot, where upon arrival they will smash their way through the city and, through sheer brutality, cripple the Royal Guard's defensive perimeter."

It then fell to Commander Barbarousis to conclude the briefing.

"The operation should take 8 hours maximum, but it is currently unknown what kind of defensive capabilities the enemy possesses. If they are sufficient enough to keep us from entering the castle, then the operation may last longer than estimated. Still, we are confident there will be no problems with the execution of the mission."

Chrysalis delayed her response, taking a moment to ponder the plan. After a while, she grinned confidently, settling Barbarousis's nerves. From the sound of the plan, this new operation would succeed where the previous attempt failed. There was no known reports or rumours of a wedding or any other high-security event this time, according to reports from her spies, thus there wouldn't be a shield to deal with. The Changelings could just walk right in, disguised and completely invisible to the ponies' eyes, and then strike when the time was right. It was a plan she was very much impressed with. However, Sharp Fang, who was also present in the war room, raised a matter which would have concerned the Changelings, were the situation any different.

"But Commander, what of the Element Bearers? Surely they won't allow themselves to be defeated as easily as last time! How are we going to deal with them?"

"Gentlecolts, it pleases me immensely to announce the Element Bearers will be of no concern to our operation." Said Chrysalis confidently. "Using my magic, I have been able to observe the movements of our enemies. Apparently, the Bearer of Magic has distanced herself from her friends, convinced they had betrayed her and left her to die by my hooves. The other Bearers, accompanied by the Princess of Love now seek to repair relations with the Bearer of Magic, in hopes of the restoration of the Elements of Harmony to action. Without them, Equestria is defenseless."

"And that means our forces will be unstoppable!" Maugrim added jubilantly.

"My Changelings, the time is ripe. The hour is nigh. We will take our revenge on Celestia and the ponies of Canterlot, and there's nothing that they can do to stop us! Barbarousis! Alkaios! Maugrim! Prepare your troops for battle!"

The Changelings roared in unison, their thirst for blood amplified beyond comprehension. Everyone in the Hive could feel it: nothing was going to stop them now.

Back in Ponyville, morning had dawned over the town, birds chirping happily to mark the occasion. Rarity had awoken from her sleep, groggy but quite well-rested. However, despite the fact her mind was still full of memories of what happened in the library with Twilight, she was determined to put it behind her and focus on the task at hoof; reconciling with Twilight using whatever means necessary. The first, she imagined, would be giving her a gift of a simple, but beautifully made dress. After all, she recalled the birthday party in Canterlot Castle where Twilight was quite pleased with the dress which Rarity had not even half-finished. Nevertheless, if Twilight was happy, Rarity was happy. Thus she knew what she needed to do. But for now, the main objective was to meet the girls and Cadance at Sugarcube Corner to form a plan. So, after checking to make sure Sweetie Belle was still sound asleep, and after spending roughly 15-20 minutes fixing up her mane and tail (and applying her make-up), Rarity left for Sugarcube Corner, but not before eating breakfast and leaving a little something for Sweetie Belle to eat herself.

Meanwhile, Pinkie had also just woken up. Her mane was half-inflated, a sign of her misery, and her eyes had bags, an obvious indicator she did not sleep well. Still, she tried her best to remain perky, and after having breakfast herself, she set to work stacking Sugarcube Corner's display case with treats and confectioneries of all shapes and sizes. In the meantime, she was drinking a cup of hot cocoa, trying to drown her sorrows. Just then, Rarity entered the building, the doorbell signalling the alabaster unicorn's arrival.

"Good morning Pinkie Pie. Sleep well?"

Pinkie rose her head above the display case, her expression a concerning mashup of a forced smile coupled with a miserable upper-half, which left Rarity mildly disturbed.

"Morning Rarity...." Groaned Pinkie, yawning as she spoke. "I slept just fine."

"You don't exactly look like it darling. Are you sure you slept well?"

"As well as the sound of a bell!" Pinkie chimed, albeit half-heartedly. Rarity's expression remained unchanged, but she decided it was best she did not dwell on it.

"Well, OK, I'll take your word for it. But if there's anything wrong darling, just talk to me, alright?"

"No problem Rarity!" Replied Pinkie, trying her best to make her reply sound genuine. Just then, Fluttershy entered the bakery. She, too, looked no great shakes. In fact, she looked about the same as Pinkie. Baggy eyes filled with regret, a weary expression, plus her mane and tail weren't very well groomed.

"Good morning girls. I hope I'm not interrupting." The yellow pegasus croaked tiredly.

"Not at all darling." Replied Rarity. "But goodness me, you look terrible."  

"Yeah.....I guess...." Fluttershy said before yawning mid-sentence. "I guess I didn't sleep well last night."

"Funny you should mention that Fluttershy, because I didn't either." Said Pinkie. "I can remember spending most of the night cr-"

Before Pinkie could finish speaking, the girls heard a loud thump outside, followed by the sound of something being dragged through mud. Rarity opened the bakery door to find what looked like the twisted body of Rainbow Dash lying in a grave she had dug herself, not to mention it wasn't exactly a neat job either.

"Rainbow!" Cried Rarity, who immediately galloped over to the aforementioned pegasus to make sure she was OK. "Are you alright?"

Initially, Rarity was met with no answer. But then came the sound of snorting mixed with snoring. It didn't take long for Rarity to put two and two together; Rainbow was asleep when she crash landed, and now she was only just waking up.

"No Mom, I don't wanna go to flight school...." Rainbow groaned groggily. Following an unbridled facehoof, Rarity used her magic to lift Rainbow out of the mudhole and brought her inside Sugarcube Corner.

After being laid down gently on the floor, the blue pegasus came to.

"What.....what happened?"

"You crash-landed, pretty hard too." Answered Pinkie, her voice, for once, devoid of any jubilance.

"Darnit..." Rainbow grumbled in annoyance. After taking the moment to scratch the remaining figments of dirt out of her mane, she took a seat opposite Fluttershy. "So, what's the plan?"

"We're waiting for Applejack and Princess Cadance. Only the Creator knows where they are right now." Mused Rarity.

Cadance had just recently left Carousel Boutique to check up on Twilight, as she had planned previously. There was no doubting the alicorn's mind that yesterday's fiasco had taken a toll on Twilight's already haggard mind, therefore she felt the best course of action was to ensure she was looking after herself that morning. Cadance arrived at Golden Oaks Library, the dark purple shield still encasing it.

"Twilight? Spike? It's Cadance! May I come in?" Cadance called out, hoping to hear from either the lavender unicorn or the baby dragon. To her surprise, it was the former who answered the door. Cadance figured that Twilight would only answer personally to her; anypony else fell under Spike's jurisdiction.

"Hi Cadance! What is it?"

"I just wanted to check on you, make sure you were doing OK after yesterday. May I come in?"

"Of course! Just gimme a second." Replied Twilight, who headed back inside. After a brief moment's waiting, the shield disappeared, and the front door to the library opened, revealing Twilight.

"Come on in Cady. You're always welcome here."

Cadance smiled, but whatever it was that was compelling her to smile felt incomplete. The reason was obvious; Twilight would be welcoming to everypony else but her former friends, her Big Brother Former Best Friend Forever and as of late, her former teacher. One could even dare say the latter was no longer her favourite princess as well. However, she had to put that behind her, in order to stick to the task at hoof. Stepping inside the library, she made herself comfortable.

"May I get you anything?" Twilight quizzed.

"No, thank you. I have to be elsewhere, so I must make my stay here as brief as possible."

"No problem Cadance." Replied Twilight, who lay down on her hindlegs as she crossed her forelegs under her head. "So, what was it you wanted to talk about?"

"I just came to see how you were after yesterday. You doing OK this morning?"

"Yeah Cadance, I'm fine. I'm just wondering why the girls are trying to make it up to me. Don't they realize what they've done?"

"Of course they do Twilight, that's why they're here."

"But they shouldn't be here in the first place Cadance! Those girls have no right to even look me in the eye! After everything we've done together, all the good times we shared and the challenges we encountered together as friends, they betrayed me and left me to die! The worst thing about all this is that they didn't even care! They were perfectly content to leave me to fade out of existence like I was nothing to them, and then, after risking my neck once more to save both you, them and Equestria, they expect me to put together the wedding?!"

"Listen Twilight, I know how much you feel they betrayed you, and I fully understand how much they hurt you. But the past is the past. Everypony has learned from their mistakes, not least the girls. In fact, I'm sure Shining and Celestia have realized just how badly they screwed up by now. The point here is that the girls are sorry for abandoning you and they want to make things right! Can't you find it in your heart to give them another chance?"

Twilight's head drooped sadly. She understood that Cadance was trying to play peacemaker, but the odds were against her, and the Mane 5 too.

"I'm sorry Cadance, but it just isn't that simple. I don't think I can trust them again, not after that. I mean, what are the chances they could screw up again? And for Luna's sake, I nearly lost my life because of them! How can you expect me to just forget what happened?"

Cadance was about to speak, but her train of thought instantly derailed. Instead, she opted for a conciliatory defeat. Trying to get Twilight to come around was not the reason she was there. She had come to make sure the lavender unicorn had a good morning, and it looked like she had.

"Ok Twilight, I understand. Remember, I'll be staying in Carousel Boutique while I'm here, so if you ever need me, I'm here for you. Take care of yourself."

"You too Cady, thanks for coming. Will I let you out?"

"No, it's OK. I can let myself out. See you."

With that, Cadance gently closed the door behind her. As she walked away, she heard the familiar sound of a shield spell being cast. She glanced behind her to see Twilight's treehouse/library encased once more in a dark magenta coloured bubble. With a sigh, she continued onward to Sugarcube Corner.

Meanwhile, Applejack had woken up from a deep slumber. She didn't know it at the time, but she was late for the meeting. After taking a look in the mirror to check her face (and after briefly washing it), that's when it clicked.

"Oh mah Celestia, I'm late!"

As quickly as she could, the orange cowpony mounted her Stetson atop her head before flying downstairs. She made a run for the front door, until a voice stopped her.

"Applejack?"

Applejack stopped dead in her tracks.

"Yes Granny Smith?"

"Can we talk to ya fer a minute?"

"Y-yeah, sure." Replied Applejack, slightly unsure of what was about to happen. Slowly, she walked into the kitchen, where Granny Smith and Big Mac were both waiting. Applejack couldn't help but notice the way they were looking at her. They were happy and content, but there was something in their eyes that Applejack could see. After sitting down and taking the first bite into her breakfast, the elder Apple spoke again.

"Applejack, there's something Big Macintosh and I want to ask you."

"What is it Granny Smith?" Asked Applejack.

"Last night, Big Mac heard y'all crying harder than a timberwolf who had both legs cut off."

"Eeyup. Loud, too." Added Big Mac.

"Applejack, is everything OK?"

Applejack stopped eating. She was cornered, and it could have been any more obvious to her. To make matters worse, she was the Element of Honesty (or rather, the FORMER Element of Honesty) and therefore she couldn't tell a lie. With a deep sigh of resignation, Applejack prepared to bite the bullet.

"No Granny Smith. ah' was crying last night because of something terrible that ah' did. Something ah' will probably never forgive myself for. Do y'all remember the day I left with Twilight to go to Canterlot for the wedding?"

"Yes. Applebloom told me about it, y'all were attacked by the Changelings."

"Well, things happened, concerning a few ponies including mahself, Twilight and the other girls. It all started after we had arrived at Canterlot. Twilight had just reunited with her brother, who also happened to be the groom. Moments later, Princess Cadance, the bride, Twilight's former foalsitter and somepony with whom she was very close, appeared. Twilight tried sharing a hoofshake with her from when they were young, but the Princess didn't recognize it."

"Well, why would she do it? It ain't right of a princess to do something as foalish as a hoofshake." Granny Smith mused.

"That is true, but here's the thing Granny Smith." Applejack replied. "Cadance and Twilight were so close that they did everything together, even the hoofshake. The Cadance which Twilight had just met did not recognize said hoofshake."

That was when the two elder Apples understood Applejack's point. This was starting to sound strange.

"According to what she told us one evening, Twilight saw this Cadance doing things the real Cadance would never do. She mocked and belittled my efforts to prepare for the wedding, as well as those of the others. In fact, Twilight even saw her dump a bag of muffins ah' gave her in the trash! Muffins which ah' and the royal cooks had spent so much time working on! Now ah' know it may seem pointless to be getting upset about trashed muffins, but the point ah'm making here is that the real Cadance would have loved what we did for the wedding. How much she cared for Twilight was made obvious after she scolded us for betraying her, and we didn't realize it until then just how much everything made sense! Not to mention how foalish we had all been!"

"And just how did all y'all betray Twilight?" Asked Granny Smith.

"Well, it happened during the wedding rehearsal. Twilight was ravin' about Cadence being an impostor and repeatedly called her evil, which made her cry. Now at the time, we didn't know that she was a fake, so we thought Twilight was being mean. Ah' told the girls we should go and check on the princess, and with that, we walked out on her. None of us even looked her in the eye, nor did we show the slightest sign we still cared about her. We pushed Twilight aside like she was nopony. Twilight's brother and Celestia also walked out on her, which left her emotionally devastated. Worse still, and we did not know this at the time either, but the impostor returned and sealed Twilight in the caves below the castle. If she hadn't found the real Cadance, they could have both died down there, so in fact, me and the girls straight up betrayed Twilight and left her to die."

Both the senior Apples looked at Applejack sternly. They were not impressed at all.

"If it helps, none of us wanted Twilight to die. We thought leavin' her alone to think about what she had done would be best for her."

Granny Smith slowly stood up, Applejack watching on as she did. The elderly Apple took a deep breath before she spoke.

"Applejack, ah' have lived a long, long life. Ah' have experienced many things both great and terrible, but what y'all did is the worst thing I have ever heard in my life, and that's sayin' a lot. Y'all have brought shame to our family something fierce. And if that isn't bad enough, ya did not even say sorry to Twilight."

"But that's not true Granny Smith! Ah' did apologize to Twilight, twice! Soon to be thrice once ah' meet up with the girls to discuss a plan."

"Is that so?" Asked Granny Smith. "Well, if you're lookin' at apologizing a third time, it better be pretty darn good! You have not only brought shame to our family Applejack, but you have brought shame on yourself and your Element. Once you finish breakfast, you had better go and fix this mess, understand?"

"Yes ma'am!" Replied Applejack spiritedly.

Back at Sugarcube Corner, time had ticked away since the girls had arrived. They had spent the time chatting, while idly wondering where Applejack was. Just then, Cadance walked into the bakery.

"Hi girls." Said Cadance, her usual mirth waning when she saw how the girls had fared since the previous night. Only Rarity, who looked the better pick of the bunch, greeted the pink alicorn.

"Hi Cadance. Sorry you had to see us in this state."

"That's OK Rarity. It's been tough on all of us."

Rarity nodded in agreement.

"Hey, where's Applejack?"

"I'm not sure darling. This actually isn't like her. Applejack's always been very punctual."

"I'm sure she's close."

As if on cue, Applejack opened the door.

"Howdy girls, hello Princess. Sorry I'm late."

"It's OK Applejack." Said Rarity. "What happened?"

"I got called into a meetin' with Granny Smith and Big Mac. They heard me cryin' last night and wanted to know what was wrong. I told them what happened, and well......y'know."

Cadance and Rarity exchanged glances. Now the former was definitely sure not everypony had a good night's slumber. But in order to keep up appearances, she smiled warmly.

"It's alright Applejack. You're not the only pony who's having a rough time."

"That's comforting." Applejack replied. "Anyway, shall we get onto discussing the plan?"