Rainbow what happened to you?” Twilight asked, looking at her fangs as she smirked evilly.

“Sunset has shown me what are true purpose is,” Rainbow said, lowering her glasses to reveal her glowing green eyes. “To serve our glorious Queen.” She motioned the others in the arcade to come.

The people in the room stopped playing, and turned to face them with glowing eyes, their shapes change into Changelings showing their fangs and claws.

“We’d better hightail it out of here Twilight,” Applejack suggested as they were quickly surrounded.

Twilight and Applejack pushed their way through the crowd as they tried to claw and grab at them. They burst out of the arcade into the open and looked back noticing that Rainbow was in front leading the Changelings like a small army after them.

“Get them!” She yelled out and more people nearby stopped what they were doing and turned to look at them with glowing eyes.

“Adagio!” Kevin yelled out and bent down to pick up the stuffed animal. Looking carefully, he noticed some strains of Adagio curly yellow hair and looked down the path spotting more.

He slowly followed the trail of hair. She must be pulling her hair just to help me find her when I get my hands the one who took here. Kevin thought clenching his fist.

Changelings approached them from behind and the people nearby approached them from the sides.

“This is more than I anticipated,” Twilight said as she ponied up, revealing her horn, ears, wings and tail. She then touched Applejack is linking her magic allowed her to transform as well.

“Thanks, sugar now Ah, don’t suppose you have another plan on how to get out of this.” Applejack said and kicked a Changeling that was charging.

“Maybe.” She looked at her hand and then at Rainbow who was nearby.

“You can’t escape, give yourselves up, and our Queen may be merciful,” Rainbow yelled out.

Twilight smiled and disappeared in a flash. Applejack blinked, not sure what happened to look where she was.

“Where did she go, find her!” Rainbow commanded and some of the Changelings spread out looking in different directions.

There was another flash and Twilight was standing directly behind Rainbow. Just as she turned around, Twilight grabbed her arm.

“I’m right here.” She smiled and closed her eyes linking her magic with Rainbow.

Rainbow dropped to her knees yelled out as green magic was forced out of her body like a mist. Her fangs popped out, insect wings were replaced with her Pegasus wings and her skin color returned to normal.

The Changelings flew away to regroup, and the people nearby walked away confused as the spell was broken.

“Twilight what is going on and why am I dressed like a biker?” Rainbow said removing her sunglasses show her normal color eyes.

Applejack ran up and gave Rainbow a hug. “It’s so good to have our crazy fly girl back.” She said and gave her a gentle slap on the back.

“Thank goodness that worked.” Twilight said with a smile but looking tired.

Adagio was dragged into a what use to be a restaurant. All the windows were boarded up, but it still had the old 50’s style tables and chairs. The Changeling hissed as it tossed Adagio on to the hard floor and closed the metal door behind him.

“Adagio Dazzle.” The shadow side and stood up showing her glowing green eyes.

“Sunset Shimmer?” Adagio asked as Sunset stepped into the light revealing her demon form wearing, black leather boots, leather pants and her leather jacket over a red shirt. Adagio gasped, looking at how much she changed.

“That's Princess Shimmer to you!” She yelled and punched her in the gut causing Adagio to keel over in pain.

Adagio rolled on the ground clutching her belly and then got kicked in the side, by Sunset who hissed in amusement.

“Not so fun now it is, being on the receiving end.” Sunset paced around her gloating. “Big bad Adagio all alone. If my mother didn’t need more workers I would finish you off right here.” She reached down with her claws and lifted Adagio by her hair to her feet and tossed into the claws of the Changeling.

“Your mother is Princess Celestia!” Adagio said as her lip started swelling.

“Wrong! Queen Chrysalis is my mother,” Sunset shows her fangs. “Now be still, I am hungry.” She licked her lips moving closer as the Changeling held onto her arms as she struggled.

“Adagio are you in there?” Kevin yelled from outside and banged on the metal door.

Sunset looked at the door and stepped back from Adagio.

“Kevin I’m in H…..” Adagio tried to yell out, but her mouth was covered by the Changeling.

Kevin was sure he heard something and grabbed the doorknob and tried to turn it but it would not open.

“Not to worry princess, the door is locked, he cannot get in.” The Changeling spoke with a hiss watching the doorknob wiggle and then stop.

Sunset looked at Adagio who laughed still being held. She grabbed the Changeling's hand and pulled it down just enough to talk. “I’ve seen Kevin lift the back of his car once in frustration. What do you think he will do now.” She finished saying before her mouth was covered again.

He kneeled down and spotted more hair by the door, then turned around and noticed a concrete trash can.

“She’s right get away from the door!” Sunset commanded as she stepped back. The Changeling moved away pulling Adagio with him.

The door made a loud boom as something large was bashed against it. The door frame started showing cracks and splinters. Then again another boom and door frame broke loose from the wall, causing the door to fall forward with a loud slam as it hit the floor. Kevin was standing on the other side holding the large concrete trash can and put it down with a loud thump that shook the ground.

“There you are,” He said and started walking forward.

The Changeling let go of Adagio and charged at Kevin, who reached into his jacket, pulling out the gem just in time. He slammed the gem into the Changeling's chest and it started glowing as green magic was sucked out. The creature then fell backward onto the ground unconscious, slowly changing back into a man. He then looked at Adagio noticing her flat lip and bruised side.

“Kevin.” Sunset hissed showing her claws and fangs.

“It's a little early for Halloween Sunny, I know this is not who you are, but I still am going to knock some sense into you.” Kevin said grabbing Adagio’s hand as gave her the gem and turned to look at Sunset.

Sunset laughed out loud and then looked at him. “Oh, what are you going to spank me?” She said spanking her ass mocking him. Her blueish-green and red tail twitched.

“I’m going to wipe the smirk off your face, Sunspot or should I call you Suzy.” He motioned Adagio to keep her distance as he put on a defensive pose.

“Stop with the nicknames already!” Sunset yelled out sounding very much like her old self and charged at him.

He moved to the side trying to kick out her legs only to be slammed backward. Kevin fell back and crashed onto a table. Sunset jumped on top of him, knocking the wind out of him.

“Where is that witty comeback Kevin or are you're scared?” She put her claws to his neck.

“You know this is kind of erotic, in some twisted way,” He said looking at her legs around him.

“Seriously?” Sunset rolled her eyes and then grabbed his throat.

“Don’t forget about me, you BITCH!” Adagio slammed the gem into Sunset’s side.

It was like Kryptonite to her and she screamed out as the gem touched. She jumped off of Kevin and stumbled back, holding her side. Adagio ran at her with the gem in her hands and tried to touch her with it. Sunset dodged left and right realizing that she was boxed in.

“This is not over!” Sunset yelled as her wings burst out of her back and she zooms out of the entrance into the sky.

“Dammit, she got away!” Adagio said and walked back to Kevin as he groaned, sitting up on the bent table and then slipped off landing on his feet.

“Bitch? really did you have to be that nasty to her.” He stretched his back and then bent down to check on Adagio looking at her swollen lip that was bleeding.

“Oh, so it is fine for her to call me that, but not the other…” She stopped talking when Kevin put his arms around her in a hug and then let go and walked to the entrance.

“You dropped this,” Kevin said as he went outside and brought back a stuffed giraffe for her.

“Thanks,” Adagio said, hugging it and looked at him. Her phone started ringing and she took it out to answer. ”Aria slow down!. What is going on?” Looking worried. “Sonata has been where?, OK, ok we are on our way, just stay right there.” She hung up the phone.

“So what is going?” He said looking at her worried expression.

“Sonata has been tied up to a roller coaster.” She said and started walking quickly.

Sunset landed by the entrance to Crystalis new hive. It was like a twisted version of Canterlot Castle only made out of organic and inorganic material from different parts of the park. The two large doors were wood, but the frame around it was a hardened cement made out of clay, rocks and Changeling saliva. She walked past two drones who were guarding the entrance and they acknowledged her by bowing. Sunset found Crystalis swimming naked the pool, that she built the hive around. She watched as Crystalis slowly climbed out of the pool and two more drones came up and started dressing her.

“I did not expect you back so soon Sunset.” Queen Chrysalis said as she rewarded the drones with nectar from her breasts.

Sunset looked away and spoke. “You were right that the others would come, but I was not expecting Adagio to join forces. Also, there is another problem.” She turned back when Chrysalis buttoned up her dress as the drones left.

“What is it?” Chrysalis hissed as she sat down on her throne, which was also a twisted mix of plastic and Changeling cement.

“They have a green gem, that can undo your spell.” Sunset lifted up her leather jacket and shirt showing an area on her side that looks like a light patch of skin compared to her now darkened skin on the rest of her body. The patch was slowly shrinking as the darkness spread over it.

“Have they now, no doubt that it is Celestia’s handy work.” She stood up from her throne and walked to Sunset. “This will not change my plans. Make sure our little helper is still on schedule.” Chrysalis said putting her hand on her shoulder and then walked away.

“Of course Mother.” Sunset bowed and quickly walked away.

“Help!” Sonata yelled, looking down noticing that she was very high off the ground. Her arms and legs tied up in the front of a roller coaster car that was stopped just a few feet from the very top of the lift hill.

Aria was rubbing her hands and fidgeting from the grounding looking up the top of the lift hill. She turned to see Adagio and Kevin running up to her.

“WHERE IS SHE?” Adagio yelled running up and Aria pointed up to the top of the wooden roller coaster. She looked up and squinted but was able to see Sonata by her hair color.

“Fuck how do we get up there?” Kevin said, looking up as well.

“I remember that these roller coasters, have an emergency walkway on the side.” Aria pointed to a metal staircase near the loading platform.

They ran up to the entrance to the ride and noticed a sign marked. Closed for repairs. There was a steel cage door that prevented access to the loading platform. Aria and Adagio were small enough to crawl under it, but Kevin was stuck on the other side.

“I will try to find another way in, be careful.” He gripped the cage and watched them go.

Adagio followed Aria to the loading area which had empty cars on the track with the safety bars up. The carefully slipped through the carts to the other side to where the steel staircase went up.

“That is a long way up,” Aria said look up the side of the lift hill, she then unlatched the chain that was blocking the entrance.

“Careful one step at a time,” Adagio said as she grabbed the metal railing and started to slowly climb the stairs upward.

Sonata hair blowing in the wind as she looked around. “This is not so bad, at least, I get the best view of the park,” She told herself trying to stay calm.

“Sonata Dusk how’s it hanging?” Fluttershy said as she sat in the cart behind her. She was fully dressed in leather like the others and had sunglasses on. Her insect wings folded behind her back

“Fluttershy, how did you get up here? Never mind that, can you help me?” Sonata said pulling on her ropes, but the knots were too tight.

“Oh no can do, Rarity asked me to keep you here.” She smiled revealing her fangs.

“Seriously this is not funny, I’m sorry about the trouble I caused before, please help me get down from here.” Sonata was started to panic and looked down again at her feet dangling over the tracks.

“Down you say? hmm, I think I can help you with that.” Fluttershy’s wings unfolded and she jumped off and flew down out of sight.

“Where are you going?!” Sonata yelled out not able to see her anymore. After a few minutes, she hears a voice call her.

“Sonata hang on we’re coming!” Adagio yelled out as she climbed the stairs reaching the carts and worked her way closer.

“Adagio! I knew you would come. What took you so long?” Sonata screamed out.

“Just a thousand stairs that’s all!” She yelled back as Aria came up from behind out of breath.

Suddenly the track started humming and the lift chain started clicking upwards, pushing the carts to the top.

“No!” Adagio jumped into one of the cars as it kept moving up and then slowly over the top.

Aria just missed the last cart as it went out of reach still out of breath not able to yell out.

Fluttershy was in the operating booth below looking up. “Down you go,” She said with a smirk.

Kevin slowly climbed up onto the loading platform after finding another way in. Noticing the hum of the electric motors he looked up at the carts as they went over the hill and down at high speed.

“SHIT!” He yelled out and noticed that the other set of cars were still in the loading area and there was only one track. If I can’t get that second set of cars to move they will crash. His mind yelled out.

Adagio was just able to climb into the front cart right before it started moving down fast. She had to grab on tight since the safety bar was up. Sonata was screaming as the rush of air pushed against her, watching the track in front of her moving rapidly.

“Hehe, it won’t be long now,” Fluttershy said just as Rainbow landed near the entrance. “Hey, Rainbow you are just in time to watch the Dazzlings go splat.” She grinned evilly looking at her.

“I don’t think so.” Rainbow ran quickly and grabbed Fluttershy’s arm, causing the green magic to be expelled and replaced with her element energy.

“Rainbow what is going on?” Fluttershy blinked, looking at her.

“No time how do you stop this?” Rainbow yelled out frantically looking at the control panel.

“Look for a Large Red Button!” Kevin said as he burst into the control booth.

Rainbow spotted a red button marked emergency stop and slammed it down. A bell went off like a fire alarm and they ran to the window, look up only to see the cars still moving.

“Why isn’t it stopping?” Fluttershy said pointing.

Kevin pushed Fluttershy aside, looking at the controls. He found a green one marked launch and looked at the cars in the loading area as he pushed the button. The sound of air escaped and the carts moved a little forward and stopped. They could hear the sound of electric motors turning but there was no movement.

“Dammit, something is wrong.” He ran out of the control room and grabbed the carts trying to push them forward.

They could hear the girls screaming as the cars zoomed along the track over and around a corner at high speed.

“Come on Fluttershy we need to fly,” Rainbow said as she grabbed Fluttershy’s arm and they both took off into the air.

Adagio was reaching over the front of the cart as it shook violently trying to grab a hold of Sonata. She was only able to grab onto one hand because the other was hanging in a safety bar. Sonata could feel her binds loosening with the vibration.

“ADAGIO DON’T LET ME FALL!” Sonata lookup as the cars turned rapidly to the right before going up a smaller hill and slowing down.

“I WON’T LET GO!” Adagio yelled out and noticed two girls flying in the air and approached rapidly.

Rainbow hovered in front of the car grabbed it. “Hand on I will get you out of this.” She said and reached around Sonata waist.

Adagio and Rainbow undid her knots and she pushed off holding Sonata close flying away to safety.

Fluttershy landed into the front of the cart as it went over the hill. Adagio grabbed hold of her without a word and she stood up flying into the air slower than Rainbow. She slowed drifted down and looked at Adagio.

“I’m sorry this is all my fault,” Fluttershy said in a gentle voice.

“I blame Chrysalis for this, don’t worry about it.” Adagio gave her a reassuring smile.

Kevin yelled out as his legs strained to push against carts as they started moving forward slowly with the sound of a loose chain bellow. Once they reached the halfway point another drive chain grabbed the carts pulling forward onto the lift hill.

Rainbow flew back next to him holding Sonata and landed next to Kevin sounding out of breath as her wings disappeared.

“Not bad for magic girls with wings.” He blurted out trying to recovery holding his knees and saw Fluttershy with Adagio.

Kevin watched as the cars zoomed around the corner and kept going until it slowed down as the lift chain grabbed them and started pulling back up the hill.

Sonata couldn't stand on her own and her hair was hanging loosely down her back. When Adagio got to her feet, she ran up to her and hugged. Kevin walked up and hunched down next to them

“I am glad you two are all right.” He said and Adagio looked at him as she held onto Sonata.

“Don’t just stand there, hug me, you idiot.” Sonata blurted out and Kevin smirked as moved closer and hugged.

Aria stumbled down from the last stop sweating and out of breath. She looked at the group hug between Sonata, Adagio, and Kevin. “Oh, wonderful, just pretend I am not here,” Aria said, leaning against a wooden joist and slid down to her rear exhausted.

Adagio stood up and walked up to Rainbow and Fluttershy who were both dressed fully in black leather. “Thank you I am glad you came when you did. Twilight must have found another way to break the spell.” She assumed.

“Yes, right after Twilight cured me, Kevin called and told us what was going on,” Rainbow smiled and then turned to Fluttershy. “Once I got here I used the same trick on Fluttershy.”

“I’m sorry I could not control myself.” Fluttershy apologized again as Rainbow walked over and put her arm around her to reassure her that everything is alright now.

Kevin helped Sonata to her feet and walked to Aria to help her up. Then they walked together and joined up with Adagio and the others.

“So if you two are ok now then all that is left is Rarity the other Twilight and Sunset.” Adagio pointed out.

“What about Pinkie?” Fluttershy said remembering something.

“Twilight asked her to stay home until this was over,” Adagio remembered talking to Twilight on the phone earlier that day.

“No she is in the park, Rarity told me before she left me in charge.” Fluttershy looked worried.

Author's Notes:

Hope you enjoy this chapter.
Writing out action scenes is not easy.

Let me know what you think.

Working hard trying to correct errors as I go.