Super Ethesto words: Yo yo yo, my name is Ethesto and it's author's note time! Don't be surprised if these sentences rhyme. I'm the most swag-tastic author that you'll ever see. It's not a gift, but a big responsibility. It's hard to type words as cool as mine. Even so, I think I'm managing just fine. First, I'd like to say thanks to biggercow789: Reminding me I haven't typed a chapter in a while and keeping me in line. I have other things that I do in the day, and typing new chapters takes time away. That's probly why I usually type in the early morning. I know sleep deprivations bad, thanks for the warning. I'm also really lazy, I'm not gonna lie, so doing anything productive makes me want to cry. Also I kinda lied when I said I had these chapters 'planned out'. In actuality all I knew was what the chapter was going to be about. All the details I make up on the spot. If you think that's different from the rest of the story then I can tell you, it's not. I can't come up with any ideas except once I start typing. I'm done with my authors note now, piping.
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"AHHHHHHH!" Was the elegant response given by almost all of the ponies present as their brains failed to contemplate why Pinkie Pie's head exploded and then why there was another Pinkie Pie.

"Woah woah. Calm your collective balls." I said, trying to calm the ponies enough to figure out what is going on. Twilight and the new Pinkie Pie seemed to be the only ones not screaming and instead they were having an intense glaring match. "You wanna explain what's going on here?" I asked.

Instead of answering my question, Twilight continued to glare at the straight-haired Pinkie. "How did you escape my cyborg alligators?!"

"You seem to forget, I had a pet alligator back home. I know all their weaknesses." Said Pinkie while loading another bullet into her shotgun. I don't know how she does these things with those tentacle-like hooves.

"Impossibru! There's no way you could have possibly fought them all by yourself!"

"Double Possibru!"

"Not that this conversation isn't interesting or something... Ok, I lied. This conversation is the opposite of interesting, which is to say 'not interesting'. Anyways, you want to go ahead and explain what's going on now?" I butted in before they could continue with their little discussion.

Pinkie finally broke her gaze away from Twilight for a second to look at me before nodding and looking back to Twilight. "That's not Twilight! That's an evil imposter!" All of the ponies (except Twilight) gasped at the news. At least they weren't screaming anymore. I, however, wasn't surprised in the least. I knew she was evil all along. "I noticed something strange about Twilight's behavior a few weeks ago and I've been stalking her ever since. Unfortunately, after I found out she tried murdering you she caught on that I knew a little too much. I tried to confront her before she could do anything, but she used her magic to defeat me! Next thing I knew I was trapped in a pit with a bunch of cyborg alligators fighting for my life."

"Alright, so we get that Twilight is evil. I've known that all along, but what is her plan? And where did she get a Pinkie Pie robot?"

I wasn't expecting Twilight to just fork over information, in fact i was hoping I could beat it out of her, but then she started glowing a dark teal color. Within a matter of seconds she grew taller and her features began to change. She changed from being purple to dark turquoise and grew wings along with two pairs of tentacles on her sides. Her horn became longer and her mane changed style and became a similar color to her coat. Her cutie mark changed into a picture of Chuck Norris punching both Jesus and Cathulu in the face at the same time while Arnold Schwarzenegger stood back to back with him while shooting a mini gun at a predalien. Last, her eyes changed and her teeth elongated to look like shark teeth. She looked pretty strange, but I recognized her. She looked exactly like the super tentacle pony on the poster in the spider lab.

I decided to play it cool and act like I knew what was going on all along. "Oh, so your a tentacle pony. Not big surprise."

She seemed slightly shocked that I knew what she was, but hid that with a smug smile of her own after a moment. "You're quite perceptive, though very easy to manipulate."

"That's cool. Want to go ahead and explain your evil plans and such now?"

"Well, I suppose I could. After all, my plan is pretty much finished. Let's see, where to start? First off, my name is queen Hentai. Since you know I'm a tentacle pony I assume you also know all about the spiders and their pony experiments." I nodded so she continued. "Then you must know how they created the tentacle ponies to be the dominant race of ponies."

"Well that's not saying much. All you ponies kinda suck."

Her smile didn't falter from my comment. "Oh Paul, you and your trolling."

"How am I trolling? I'm being serious."

"You're not going to make me mad. You only managed to make me mad as Twilight because I was acting, but I'll get to that soon. Anyways, it all started a few thousand years ago when discord arrived and started murdering all the spiders. In a last ditch effort to save the project they were working on for so long, the spiders let us out of our growth pods in the laboratory. Unfortunately, there were only a few dozen of us to start with and out of that only about half of us were even developed enough to leave our pods. Seeing that I was the most powerful of my brethren, I led the rest of the tentacle ponies into a cave system deep under the laboratory to escape discord."

"Several hundred years passed like that and we prospered underground. Our population grew and we started building magnificent cities hidden from the surface world. Of course, I was still curious about what lived on the surface, and I was close to leading an expedition up there, but then we found something strange. We found some kind of space ship half buried in rocks hidden in a cavern deep underground. I have no idea how it got there, but we were able to tell that it had been there for at least a few thousand years."

"What we found on the ship was very interesting, though. A lot of the electronics onboard were undamaged and they contained a great deal of information about an ancient society. A society of Humans! The ship supposedly left an armada of ships called the 'U.S.A' and tried to colonize this planet."

"Ok, that makes sense." I interrupted. "The United states built a fleet of super carriers with the help of the old government monster before I catapulted the earth into the sun. They flew off into space and I guess one of them landed here."

She stared at me for a few seconds with her mouth agape. "Wha-what?"

"It's a long story, and it's really stupid. Anyways, what were you saying?"

She continued to stare at me for a while before she shook her head and finally continued. "Anyways, I learned all about the humans and their culture based on the information on the ship. The ship was full of various types of plant life and animals that they obviously intended to grow on the planet. I also learned that they were carrying a breed of super spiders in the ship's cargo bay that the military was trying to weaponize. Somehow, after they landed, the spiders escaped and murdered the crew. I speculated that that's where all life on this planet came from originally, along with the spiders."

"The government monster made dinosaurs, dinosaurs made humans, humans made super spiders, super spiders made ponies. That's evolution for you. Now get to your evil plans."

"Well, in order for you to understand, I have to tell you all this back ground stuff. Anyways, I became interested in finding out about the spiders after that, so I spent the next fifty or so years searching for underground vaults and laboratories. I found quite a few of them and my tentacle ponies spent years figuring out how all their technology works. It took a few hundred more years, but eventually we managed to replicate their machines. With all of that done, and nothing better to do, I decided to learn about the surface world that I turned my back on so long ago."

"What I found was thousands of strange colorful ponies living in peace. I quickly grew to hate them. As you can probably agree, they are way too happy and colorful. It's horrible."

"I'll say." I said with a nod.

"Anyways, I decided at that point that I was going to destroy them." All the other ponies gasped for like the fifteenth time since she started talking. "But I'm smart. I realized that even though they are peaceful they must have some kind of weapon if they were able to defeat discord. I quickly learned that their leaders, Celestia and Luna, were quite powerful and hoarded all kinds of magical artifacts as well as spider technology. It became apparent that if I was going to destroy the ponies I would need to remove the allicorns first. So I came up with a plan."

"First I worked under cover for years to infiltrate the gryphon's government and convince them to attack the ponies. It wasn't hard to do since the gryphons are warlike to begin with, but I underestimated Celestia and Luna. As soon as they learned what the gryphons were planning, they sent some giant spider monster, the omega spider, in and dismantled the government along with most of the population. I wasn't dissuaded though, it just meant I'd have to try harder."

"After years and years of planning I came up with a new plan and once again went under cover. This time in the old pony castle. While there, I managed to plant the idea in Luna's head that all the ponies hated the night and that her sister secretly despised her behind her back. Since pony emotions manifest themselves as magic or something, don't ask me, magic makes no fucking sense, she transformed into a super jealous rage monster and attacked her sister. She called herself 'Nightmare Moon', which I thought was pretty uncreative. Anyways, I intended for the two of them to destroy each other, but Celestia instead used one of her magical artifacts to simply banish her sister for a thousand years. Of course something went wrong when she used said artifact and the magic given off destroyed most of her old castle in the process. She just blamed the magical explosion on her sister and no one asked questions."

"I learned then that Celestia is not only evil, but extremely dangerous. I mean, she didn't even try to talk her sister down, she just straight up banished her. And a thousand years? That's fucking harsh. But who am I to judge? I'm trying to exterminate an entire race of creatures. Naturally, with Celestia still around and as powerful as ever, I needed to go back to the drawing board. Eventually, I came up with the idea to replace the ponies with robot copies."

"I figured I had the technology from the spiders so I might as well use it. That didn't work out so well since making a robot that can replace an individual without anyone noticing is very difficult. Even so, many of the important ponies around Equestria are robots. For example, Fancy Pants and Angel Lionheart."

"No way, they both came to my party!"

"I know." She said with a wink. "Almost everyone at the party was a robot. Anyways, after the robots, I learned all about how Luna was going to return in a few years and I learned about the elements of harmony. I found out that the elements would need a new host, since Celestia apparently couldn't use them on her own without consequences and quickly figured that she would probably pass them on to her apprentice. So I made a new identity. A unicorn name Lyra."

"Lolz! That explains a lot!"

"Yep. With my new disguise I was able to keep a close eye on Twilight and I followed her when she moved to Ponyville. Shortly after, Nightmare Moon came back and, just as I predicted, Celestia passed the elements of harmony down to her and her friends. After a few years of watching her and learning all her personality traits I knocked her out with a lead pipe and replaced her. Admittedly, I didn't get it perfect, but close enough."

"WHAT! What'd you do ta' Twilight ya monster!" Yelled Applejack. She looked about ready to buck queen hentai's face in at any moment.

"Epplejeck pls! I'm trying to tell a story here. But if you must know, she's most likely hurtling through space right now."

"Lawl!" I said.

"Yeah, I thought it was funny. Now then, back to the story. I was originally planning on using my position as Celestia's trusted apprentice to assassinate her, but then you showed up. You were a wild card, so naturally I kept a close eye on you with my spy robots. It didn't take long for me to learn that you could be very useful and I began manipulating you to do what I wanted. Of course I still had to impersonate Lyra at the same time. It was pretty difficult, and it only became more so when I found the RED spy. I was quickly able to fit him into my plan, though, and then I removed Lyra from the picture when you came to dinner."

"Hehe, I was pretty confused about that."

"Hehehe, yeah... Anyways, my plan worked out perfectly. Now you have an army engaging the Equestrian army in the center of town, the gryphons are attacking from the north, and the changelings will no doubt seize this opportunity to attack as well."

"Well that was a cool story and all, but how do you intend on capitalizing on the situation?"

"Celesia is no doubt wasting her energy fighting your army, the equestrian army is being attacked on multiple fronts, Luna is fighting the gryphons right now, and there's no one to use the elements of harmony. On top of that I have a huge army full of advanced robots and tentacle ponies that should be arriving any minute now. Gg Equestria."

"Well shit... I came here to defeat Twilight and Celestia, possibly break a few of their legs. Now what am i supposed to do?"

She put a hoof to her chin and thought for a few moments. "I don't know, go do whatever it is sex raptors do. You can still break some of Celestia's legs if you really want."

"Meh I suppose. Not like I have anything better to do..."

Suddenly there was another loud 'bang' to my right and I looked over to see Pinkie aiming a smoking shotgun at queen Hentai. "You'll pay for what you did to Twilight!" She yelled.

The queen didn't seem phased at all by the attack and just smirked at the gathered ponies who looked about ready to jump her. "That's not gonna work. You know why?"

Rainbow flew up and kicked her front legs forward through the air aggressively. "Oh yeah? Why's that?!"

The queen suddenly glowed green again as she transformed into a huge human with a round red helmet. "Because I'm the juggernaut, bitch!" She was about to charge at them when one of the large stained glass windows on the wall shattered. I looked over to see another huge pony with wings and a horn fly in. This one looked different, though. It was dark gray with green hair and bug wings. It was also accompanied by several smaller versions of itself who spread out around the room.

Well that does it, first there's regular ponies, then unicorns and pegasi, then unciorn pegasi, then tentacle ponies, then tentacle unicorn pegasi... Now bug unicorn pegasi? What the hell! "Woah woah woah! How many species of deformed pony things are there?!" I yelled out, hoping to get an answer before even more pony-like creatures burst into the room.

The new pony things quickly settled their eyes on me as soon as I spoke up and Hentai changed back to her pony form. "What's going on in here?!" Asked the largest of the new arrivals.

--

The battle at the front gates of Canterlot had quickly evolved into a massacre. Not a massacre of one side, mind you. Both armies were massacring each other as the combatants rushed blindly at each other with no real strategy other than to overwhelm the enemy. Almost no one among the ranks had any real combat experience, Celestia being one of the few exceptions.

She was currently on the battlefield swinging a magical sword around with practiced ease. Over a thousand years of practice were finally paying off as she was able to easily cut any opponents down. Unfortunately, her help in the battle simply wasn't enough to sway the fight into Equestria's favor. The enemy just kept streaming in and showed no signs of stopping. What's worse, her soldiers lacked air support as any flying pegasi was an easy target for the helicopters that floated just outside of the walls.

The fighting had only been going for a few minutes but already it was apparent that the ponies were losing. Fighting in the middle of the streets gave the ponies no advantages so with their inferior numbers this was a losing battle. She continued to slice any spy crab that got close and kick at the undead vermin that were continuously biting her ankles as she contemplated her next move. The only thing she could think of doing was pulling back to the castle where they could defend more easily. Unfortunately, that would yield control of the city to the enemy, but she had no other choice except to stay here and get overwhelmed.

With a defeated sigh she called out for her forces to retreat to the castle. Although the soldiers were driven into a frenzy by the fighting, they would never question their princess and followed her orders almost immediately. Fortunately, one of the definite advantages of their four-legged forms is that they can run pretty fast. With that said the huge group of ponies and donkeys were able to outrun the spy crabs and escape down the street.

They had hardly cleared a full block before Celestia noticed something flying above the mountain. Even from that far away she was able to identify the creatures as changelings as there is nothing else that they could be. What's worse is that there were hundreds if not thousands of them flying over the peak of the mountain and descending towards Canterlot.

Celestia gritted her teeth as she realized today was just getting worse and worse. It looks like her shit storm detectors were right as always. This became even more evident as she noticed the gryphon army was closing in on the castle. No doubt the forces there could hold out just fine, but they will be too busy to provide any support. Unfortunately, with the addition of the changelings, there's no way she could make it to the castle safely. The changelings would be able to cut off their retreat long before they got to the castle and then they would be caught out of position between two armies.

Unfortunately the only other option was to set up a defensive position and surely that wouldn't end well. Celestia sighed again. Today just wasn't going her way. She just hoped that the offending armies would fight each other instead of just focusing on her ponies,

"If I survive this, I'm taking a chocolate bath for sure..." She said to herself as she looked around for a descent area to defend. After a matter of seconds she ordered her soldiers to move to the side onto one of the smaller roads. At least there the road isn't as wide and the buildings provide more cover. With any luck maybe the mane force will ignore her and go straight to the castle. Doubtful, but Celestia can hope.

Once all of her forces were in position in the choke point, all they could do was wait. Of course, all the ponies were very nervous, including Celestia. She hated just sitting here and waiting for something to happen. Thankfully, some of the pegasi had taken up look out positions on several buildings to keep track of where the two armies were at.

One of them flew down and bowed before Celestia. "Princess! The enemy is coming down the mane street in a large group. At the speed they're going they could be here within a minute or two. Also there was something else..." The pegasi guard trailed off.

Celestia had all but lost her patience at this point. "Well, out with it! What did you see?"

"I don't really know, there was something else coming from the west..." He hardly finished saying this before Celestia flew up to the top of a nearby building to take a look for herself. She could only imagine what new enemy army could be approaching the city. Was it dragons? Or perhaps giant acid-spitting bat monsters? Or, god forbid, a flock of mutalisks? Once she was up at a good vantage point she spotted the dark shapes moving in the distance that the guard must have been talking about.

They were still too far away for her to identify, so she simply used a spell to let her magnify her vision. It was blurry at first, and she found she was just looking at the sky, but eventually she adjusted her focus to be able to see the dark shapes. What she saw was at least two hundred striped ponies riding on the backs of huge, gray pterodactyls. She dropped the spell and smiled to herself. Turning back to the assembled ponies she decided to brief them on what was going on.

"Good news ponies! The Zebras are on their way. We just have to hold out until they get here!" The ponies quickly let out a cheer at the prospect of getting help and Celestia let out a small chuckle. Perhaps today wouldn't be a complete shit storm after all...

She was suddenly joined by a gray pegasus with bat wings wearing dark blue armor. It was one of Luna's guards. He bowed before quickly standing back up and looking at Celestia. "Your majesty! Princess Luna asked me to inform you that we spotted an armada of sea pony air ships inbound."

Celestia took a second to contemplate what he just said. "Sea ponies?"

"Yes, your majesty."

She hadn't seen any sea ponies in over a thousand years, and now of all times there was an armada of them heading her way. No doubt they weren't here to help, either. They're probably still pretty mad about those times when she dumped millions of gallons of oil into the ocean in an attempt to kill them off. Not to mention, Equestria dumps all of its waste products into the ocean. How do you think their society is so clean? "Well fuck..." She finally said. The hope she previously had of being helped by the zebras was outweighed by her fear of an armada of sea ponies.

--

Meanwhile, deep in space!

"Need a dispenser here!" Yelled Tommy.

"No! You will never get a dispenser and so help me if you ask again I will rip your balls off and give them to a group of chimpanzees so they can use them to help Osama Bin Ladel kill all the jews!" Said an annoyed Gorlok 12.

"Guys, I'm picking up something interesting on the space sonar!" Interrupted Kevin before Tommy could give his (no doubt clever) comeback.

"Interesting how?" Questioned Gorlok 12.

"Interesting cow!" Rhymed Arnold.

"No. Not a cow at all." Said Kevin.

"Then out with it, what do your elf eyes see?!" Yelled Gorlok 12.

"The scans are picking up an object not too far away. Judging by its size and shape I'd say it's some kind of small purple unicorn."

"A unicorn you say?" Asked Gorlok 12.

"But that's not all, sir. The adorable meters are reading an adorable lvl of 7.1!"

"What! The kitten bomb, the most adorable object in the known universe, had an adorable lvl of 7.9! You're telling me this object is almost as adorable as the kitten bomb!?" In case you don't know, the kitten bomb is a weapon of mass destruction sometimes used by lobster men. It's so adorable it can destroy entire cities!

"Well, it's a .8 difference. Nothing below lvl 7.5 is lethal unless taken in large doses." Replied Kevin.

"Well then, what are you waiting for? Beam it up, shawty!"

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This chapter was difficult to type, mainly because I'm lazy as balls. Ok, that's the entire reason... Dang, this Canterlot battle is a lot longer than I thought it would be...

In case you were wondering what sea ponies look like, I drew you a picture.