After about two weeks of marching through forests, hills, and mountains, the army finally makes its way into wide open pains. Hovering high off the ground, the squad's lookout, Watch Out (creative, I know), scans the area with his spy glass. Spy glasses are a rare commodity for the secret on how to replicate them died with Equestria. Watch's is old and dull. Some of the glass is worn, scratched, and smudged. He slowly pivots around and sees figures many miles out. Focusing on those objects, he sees that they are shaped like standard buildings. "I think I see it!" he called out. The other lookouts turn to where he's staring and confirmed that they all see it as well. "Five degrees south, about fifteen miles out!" they direct.

The army marches over to where the city of Foalis Foalba ley. The plan is unchanged: infiltrate, learn, sabotage, attack, frighten, and take over. Things however, don't always according to plan. The city refused the spies and while setting up the catapults, guards on patrol found the army and warned the city. Alarmed, the city mobilised. Every able bodied citizen was armed with either a bow or spear. Archers surprised the army but, the catapults were ready.

The attack was fierce. the population didn't surrender easy like in Sindhoof. Though the changelings didn't have an ocean to block retreat, they had a river to the east that wrapped around the city. The army came in from one part of the river to the next, boxing in the city. The problem with fighting earth ponies is that they are very strong. Stronger than any changeling side from the queen. The ponies are also defending their homes and families, so they fight until they can't fight any more. The changelings three main advantages are that they are more experienced as all of them at least have been trained for Canterlot and did light skirmishing in Sindhoof. They also outnumber the ponies almost three to one. Changelings can also fly and do magic. Their magic may not be as complicated as a unicorns', but it's something.

Hay Stable is personally leading his guards into the battle. His very presence inspiring the ponies. The changelings had to fight for every inch of land. The battle lasted throughout the night. By daybreak, the fighting began to settle down. Both sides payed a hefty toll. The changelings lost nearly a third of their forces. The citizens lost half of their own. Out of around two-thousand and one hundred ponies. Among the dead was Hay Stable with a spear right through the barrel. One of his guards said his last words were, "A stallion may only know what he's wrought when he acts."

As in Sindhoof, the population unknowingly feeds the changelings love by sticking with with their families but, there's also a lot of sorrow and hate. These negative emotions make collecting love harder. The differing emotions takes over the love in the air and repelled it. The same was in Sindhoof, but there the love was strong. Here it's too faint. The changelings send for reinforcements and held down the fort, so to speak.