After Spike's talk with Discord, the boy was walking back home while noticing the area of a strip mall he was passing by had people who were looking at him all zombie-like.

"Ok, this is creepy," he said to himself, while continuing on. He came around a corner, and to his surprise saw the same people as before standing together and blocking his path, "Can I help all of you?"

One who was a kid boy spoke, "Yes. You can surrender yourself to us."

"Huh?" Spike asked in confusion, until the group of people transformed into the Changelings, taking Spike by surprise, "Whoa!"

"Get him!" one Changeling buzzed, and they all started attacking Spike who swatted them away.

"Dragon time!" he transformed into his dragon self and began spitting fire at them, "Ugh, these things are worse than a swarm of bees! I gotta warn the girls." he grabbed his cell and dialed Twilight's number, while avoiding the Changelings attacks, "Hello? Twilight. Oh, I'm fine just peachy. Listen if you have the time can you and the girls come down to the strip mall on Euwick Avenue? Why? Oh, maybe it's because I'M UNDER ATTACK BY THESE PONY BUGS!" he hung up and concentrated on the fight.

From the rooftop of one of the stores stood Sunset Shimmer watching him fight, "So that's the power of a dragon?" she asked herself.

Spike continued to fight, until two Changelings restrained his arms, "You shall make a fine prize for our Queen." one buzzed.

"Queen?" Spike asked.

Before another word could be said, the changelings were blasted away by magic. Twilight and her friends arrived on scene and helped Spike up.

"Are you ok?" Applejack asked.

"I'm fine now." he answered.

"What are these things?" Rainbow asked while seeing the buzzing pony bugs.

"They're Changelings," Twilight answered, "I've read about these creatures. They're a race of insect ponies that can take on the form of anyone and gain power from feeding off others love."

"Shapeshifters and love feeders? Quite a combo." Pinkie said.

"Feeding off love is just so barbaric." Rarity said in disgust.

"Come on, girls. Let's take em!" Twilight ordered, as the seven fought the Changelings.

With the girls at his side, Spike was able to take on the Changelings better than he did single handed.

On the roof of the one building, Sunset continued to look down and observe the fight until she heard Chrysalis's voice in her head.

'Sunset Shimmer, the time is now. Transform and destroy your enemies!'

"As you wish, my Queen," she pulled out her element, "Transform!" she called, as her body was engulfed by magic and fire.

Back at the fight, the Changeling's felt a change in the air and teleported off, "Hey, where'd they go?" Applejack asked.

"Maybe we scared them off?" Fluttershy suggested.

"Oh, yeah!" Rainbow cheered, "It's because we're awesome!"

"I doubt that's the reason." Twilight replied, until the girls felt their elements of harmony react to something.

They looked up and saw a new person standing above them. It looked like a human figure with green eyes and black pupils, red and yellow hair that resembled fire and sticking up, red skin, a red and yellow strapless dress with a tail in the same color and fire-esque style as her hair, red demonic wings, and black boots.

"Who is that?" Fluttershy asked in worry.

"I don't know, but she doesn't look like the friendly type." Twilight suspected.

The demon girls flew down to the ground and spoke, "You fight well in your own styles. But they will not save you. Now I am your opponent."

"Who're you?" Spike inquired.

"My name is of no concern, but if you desire to address me as anything call me She-Demon."

"Twilight?" Rarity asked for information.

"I've never heard of her." Twilight admitted with guilt.

"Who cares who she is," Rainbow began, "Let's just kick her butt!" Rainbow flew in and attacked She-Demon, who fought back and blasted Rainbow with combustion which got her from behind making her fall to the ground.

"Rainbow Dash!" Fluttershy cried, when suddenly She-Demon appeared behind her and Judo chopped her neck knocking her out.

Applejack frowned, "All right, missy. You're dealing with me now!" she attacked She-Demon, with Rarity joining in.

Rarity sent a barrage of crystal and earth shards at She-Demon, who wrapped her wings around her body to shield herself, "Nice try. Now here's mine!" she sent another combustion blast combined with magic at Applejack and Rarity.

"Girls!" Spike called, as Pinkie jumped in and fired blasts of water turning them into ice projectiles.

"You're fighting a fire user with ice?" She-Demon asked dryly before melting them with her fire.

"Good point, then I'll stick with water!" Pinkie fired water shots at She-Demon who performed a wicked aerial maneuver to dodge the attacks.

When the bad girl reached Pinkie, she grabbed her by the arm and threw her into a wall with a crash.

Spike and Twilight were shocked seeing their friends one by one get taken down, "Spike, let's attack together!"

"You got it!" Spike agreed, as the two flew in for the attack and launched an assault of fire shots and magic blasts on She-Demon who took a majority of the hits, while her folded wings couldn't protect her from their combined attacks. She growled as he fire element reacted to her anger and unleashed a powerful combustion blast upon the two knocking them to the ground.

"Twilight!" Spike groaned.

"Spike!" Twilight groaned back.

She-Demon approached her defeated opponents, "And now I will finish you in the name of Queen Chrysalis!" she was prepared to strike, but suddenly recoiled, "What? What's happening to me!?" she strained.

Chrysalis' voice came to her, 'Sunset Shimmer, you've overexerted yourself fighting. Come on back to recuperate.'

'But I'm about to finish them!' she argued.

'If you don't leave now, you'll change back and expose your identity.'

Sunset seeing no place to argue any further spoke to the group, "You've lucked out for today, but make no mistake. We will meet again." she vanished in a torrent of flames.

"She's gone?" Rainbow groaned, as the others tried to get up but were too weakened.

Suddenly appearing on scene was Celestia, Luna, and various guards, "There they are. Bring them back to the base." Celestia ordered the guards.

"Yes, your highness." one answered, as the guards helped the group up.

"What could've done this, sister?" Luna asked in concern.

"I don't know, but it's definitely trouble." Celestia feared.

At the Changeling lair, Sunset Shimmer stood before Chrysalis, "I don't understand. The element bonded with me, so why is it my power was giving out?"

"It may have bonded with you, but you're still too new to this. You need to learn to control the element of disharmony some more so both it and your body can properly sync." The Queen explained.

"I understand." Susnet replied.

"But for now you must return. I will summon you when you are needed. Do not tell anyone of your secret, and don't draw attention to yourself. As far as anyone you've already met is concerned you are still a normal teenage girl."

"Yes, Queen Chrysalis." Sunset bowed her head.

Chrysalis smirked before using her magic to teleport her back to the alley where she was abducted and continued on their to home.

At the groups base, Spike and the girls were getting patched up, while the two sisters, Discord, and Stone sat opposite of them.

"So what happened out there?" Celestia inquired.

Spike began, "I was heading back home until these people blocked my path. Turns out they were changelings in disguise."

"Changelings?" the sisters asked.

"Well, this is truly a surprise." Discord said.

"As if Shadow bolts were bad." Stone sighed.

"I fought them as hard as I could, until the girls arrived. We had them on the ropes, until they up and disappeared."

"That's when she arrived." Twilight continued.

"She who?" Luna asked.

"This girl demon calling herself She-Demon," Twilight explained, "She attacked with the power of combustion, and tore through us. Only Spike and I were able to make real landing blows on her, but she eventually took us down like the others."

"How did you survive?" Celestia asked in concern.

"It was crazy, she suddenly started twitching and fled the scene like a coward." Rainbow answered.

"It looked more like she was struggling, but I don't know why." Twilight put in.

"Before she left, she said she'd finish us in the name of Queen Chrysalis." Rarity spoke up.

"So she's behind this." Celestia feared.

"Do you know this Queen?" Spike asked.

"Yes. She leads the Changelings and once attempted to take over Canterlot. She almost succeeded until Cadence and Shining Armor assisted me in defeating her and her army. But now it looks like she's come back with a new servant at her disposal."

"What I don't understand is how our elements of harmony was reacting to her, almost like she had one as well." Applejack wondered.

"But that's insane. There are only six elements of harmony. Right?" Pinkie asked.

"Exactly," Celestia confirmed, "I don't know who the She-Demon is, but it's clear she's a problem that will not go away so quickly."

"What should we do, Princess?" Twilight asked, as the rest were just as curious.

"Prepare yourselves, my subjects. This will be one of your most challenging opponents yet." Celestia instructed, and the group nodded, while Twilight held onto Spike's hand for comfort.

Spike feeling how hard she was gripping his hand knew she was truly worried. So he held it tightly to ensure she wasn't alone in feeling this way.