It was strange being in Ponyville when there wasn't anyone, considering how she was so used to it being so populated and active. It was now, a ghost town, abandoned and bleak, she kind of liked it. While the quiet and lack of annoying ponies was nice, being alone in this place made it seem so much bigger, and her so much smaller. But, it being abandoned made it easier to get what she needed.

Celestia gave her and everyone else freewill to go wherever they wanted to, but highly recommended they stay in or near Canterlot. Now that there was the threat of a changeling attack with the assistance of Sombra, The Elements would be needed now more than ever. But, since the changelings could be attacking anywhere from Canterlot to Las Pegasus, there was almost no point in keeping them there other than paranoia. And even if she did, that would mean she would have to keep Pinkamena there as well. With things how they are, that was something everypony would like to avoid.

Pinkamena, on the other hand, couldn't care less about Celestia's preferences. With everything that's been going on, Sylia, Meotrize, issues with the other mane six, and now this changeling threat? Her recent meltdown alone was good enough reason, she needed to get away, from everything. It would be for just a few days, nothing major will happen, probably. The changelings won't attack Canterlot anytime soon, not unless they're stupid. First, they need a foothold, somewhere nearby they could hold up for a while. It's doubtful they'll attack any big places, she had no idea where the changelings usually stayed, but it most likely wasn't anywhere nearby.

Then again, these were changelings, they could've already taken over somewhere and no one would be the wiser. They may have another ally, it wouldn't be too hard to pay off the griffons, or even the yaks if they kidnapped and were impersonating the chief. But Pinkamena was of no help right now, not with her state of mind. It's not that she didn't want to fight, it was the opposite. This was more than likely going to turn into a war, the first Equestria has seen since The Meotrizen war, assuming that Sylia wasn't lying. This would be her first, and maybe only chance to kill without punishment. To really push herself, to truly take a life without fear of being taken away or executed. She hated that she couldn't jump into this, which she desperately wanted to do.

But if she did that right now without any sort of plan, or without dealing with her emotions, she'd just end up getting killed. That's part of the reason she was taking a break, she needs to think of a plan. What was her part going to be in this war? footsoldier? Spy? It was doubtful that Celestia would give her any real power, but she still needed to have some sort of strategy.

Pinkamena walked out of the abandoned bakery, shutting the door behind her for potentially the last time. She had a backpack with her, filled with a few snacks for the trip to where she was going, and a few other things she may need. She already left the note for The Cakes, though it was doubtful they'd be back until the threat of the changelings was over. She also left food and stuff for Gummy, though she wasn't entirely sure how much he usually ate. She's never seen him eat before, she just puts food in the bowl and leaves him, and it is eventually gone.

Pinkamena began walking away from Ponyville, going towards The Everfree Forest, she still needed to get that thing from Zecora. It wasn't really something she needed, it was mostly just a precaution. Celestia didn't say it, but that threat of guards watching her all the time was more than likely not going to happen. Now that they needed every able guard, she wasn't going to waste them on following her, especially not without any proof. Besides, she knew she'd just end up losing them anyway.

"Pinkie Pie!"

Pinkamena stopped, looking behind her at the sudden voice, slightly flinching at that name. It was Rainbow Dash, the voice alone was evidence of that. She was a few feet away from her, breathing heavily as she hovered above the ground. She began to lower herself down to the ground, she looked angry.

"What are you doing here? I figured you'd be with the others researching or something."

Pinkamena was genuinely curious, she genuinely didn't expect this, especially after what happened.

"Twilight decided it would be better if we came to Ponyville first and settled any business we had here, so it wouldn't distract us. But, I could tell she was really just concerned. I came to help Fluttershy with her animals, and to drop off Tank. But then, I saw you..."

Pinkamena noticed immediately something was off, her normaly confident and outgoing personality wasn't there. True, she was more gentle back at the castle, but this was different. She seemed more distraught, angry, upset, she's never seen her like this before. Was this because of what happened, or was it something else?

"Why do you have that backpack? Are you going somewhere?"

She asked shakily, but she already knew the answer, she just wanted confirmation. Pinkamena hesitated, things were getting tense.

"I'm leaving for a few days, maybe longer. "

Wind blew past them, causing Pinkamena's hair swaying to the left, revealing her serious face.

"Leave? Why?!"

Rainbow demanded, her voice boomed through the empty town.

"I...have some things I need to sort out, soul searching, if you will."

She said bluntly, trying to say as little as possible.

"We're about to go to war with the changelings and Sombra, we need you! You can't leave right now! Wait, is it because of us? Of me? Do you...really hate us that much?"

The anger left as soon as it came, being replaced with distraught. She looked like she was on the verge of breaking down, tears in the corners of her eyes. Pinkamena was surprised, to say the least. Rainbow Dash was always the tough one, she never cried or never got emotional like this. So to see her so clearly upset and on the verge of crying, made her hesitate on what she should say next.

"I don't hate you, any of you, I just...can't trust you."

Pinkamena wanted to tell her everything, to have someone to talk to about things other than the voices in her head. But, she couldn't. With everything happening right now, it would do more harm than good, who knows what would happen if she did.

"WHY?! What did any of us do to make you think you can't trust us, can't trust me?! We were so close Pinkie, we were best friends! Then, one day, you just changed. You became distant and anti-social, it was depressing just looking at you. All we ever wanted to do was help you! We tried again and again, but all you ever did was just push us away, and that hurt more than you think! So I just want to understand why, what did we do wrong? After everything that we did together, what made you think so cynically of us? What happened?"

Rainbow's voice was cracking, distraught evident in her voice and face, she looked like she would break down crying any minute. Pinkamena opened and closed her mouth a few times, hesitating in what to say, this almost hurt to watch. Pinkamena turned her said to the side, her hair covering her face except for her left eye, which was looking at the ground sadly, she didn't want to see her like this.

"I'm sorry, you wouldn't understand, you couldn't understand what I'm going through. You're too innocent, if you knew any of the things I've done, you'd-"

"I KILLED MY MOTHER!"

Rainbow yelled, louder than before, tears streaming down her face as her eyes clenched shut. Pinkamena looked up at her quickly, her eyes widened in surprise and disbelief.

"W-what?"

"When I was born, my mother's body was too weak, she knew that. But she was determined to have me, so she did everything she could to put me out into the world. But, I-i killed her! There's not a single day that goes by that I don't think about her! I can't even visit my father, because he says he forgives me, but every time I see his face, all I can think of is how I killed the mare he loved!"

Tears were streaming down her face as she screamed at Pinkamena, her body was shaking. Pinkamena didn't react, she didn't know what to say.

"I-i killed my own mother, I'm a murderer! So don't you tell me that I don't understand, that I don't know what it's like to suffer! You don't get to be that selfish! Whatever you're going through, whatever you think you have to do alone, I can help you. My mother died for me, so, so I could-"

She couldn't hold herself back anymore, she finally broke down crying. She sat on the floor, her face in her hooves as she sobbed loudly. Pinkamena looked down at her, a mare who was always so upbeat and happy, was now crying in front of her. This hurt her to see, both because of who it was, and how familiar this was. Pinkamena felt a strong urge to comfort her, whether because she had been in such a similar situation, or it was a remnant of the friends they used to be. Pinkmena moved closer to her, leaning down and putting a hoof on her shoulder in a comforting manner.

"Dash, I'm sorry, I had no idea."

Pinkamena wasn't sure if she meant what she said, but it sounded real enough. Rainbow stopped sobbing, looking up at Pinkie with bloodshot eyes, looking almost surprised.

"No, no it's okay. I've never told anyone other than Fluttershy, it's not your fault. But please, can you tell me what's wrong? I care about you a lot, I don't want to lose you, please."

She put her hoof on Pinkamena's, looking up at her in a pleading and sad way, it made her heart skip a beat. But, sadly, she still couldn't tell her.

"I...I can't, I just can't, I'm sorry."

Rainbow's face fell, her hoof letting go of Pinkamena's as she stood up.

"You're sorry?"

Her voice sounded tense, asking Pinkamena in an almost rhetorical way.

"What I'm going through is worse, telling you would only-"

Pinkamena's body hit the ground, her backpack flying to the side, her words were stopped by a cyan hoof to her face.

"HOW DARE YOU!? You don't get to do that! I just broke down in front of you and told you something that's been hurting me for years, something you clearly don't understand! And yet you still won't tell me? And now you're just going to leave? Just like that?"

Pinkamena slowly began to sit up, blood dripping down her muzzle from where Rainbow hit her. But, unlike when she usually was hit, she didn't feel bloodlust or anger, she just felt...hurt. She wiped the blood off her muzzle, looking up at the mare she does.

"I-

"NO! You know what, that's fine! I'm done trying with you, I just can't do it anymore! We have been doing everything we can, me especially! And no matter what we do, you just push us out! So fine, have your way, be alone! But if you leave,"

Rainbow Dash turned around, were wings outstretched to the side as she wiped a final tear off her face.

"it would be better for everyone if you just didn't come back."

Rainbow flew off into the sky, leaving Pinkamena on the ground, speechless. For a few minutes, she just lay there, not sure what to do or say. But there was one thing for sure, she really needed a break.

_______________________________________________________________________________________________________________

*I'm just saying staying with your family would be the best option, better than staying in the woods somewhere like a hermit.*

Pinkamena was walking through The Everfree Forest by herself, her backpack with her. She wasn't going to live here, despite what The Voice might think, she just needed to visit Zecora. As much as she knew Zecora hated her for blackmailing, which wouldn't even work in the first place, she was going to give her what she asked out of fear.

On the way there, The Voice began suggesting, more like pushing, that she should stay with her family. Which was one of her options, though it was quite low on the list, but it was higher than trying to convince Discord to make her own little space of reality to isolate her self in. She intended to go to The Castle of The Two Sisters, which was now completely abandoned. She had enough food to stay there for a bit, and even if for some reason she ran out, she lived close enough to the woods to hunt animals if need be.

There were plenty of things to do there, read books, explore the place, and sort out her emotions like she actually wanted to. But now The Voice, being more persistent than normal, is trying to convince her to stay with her family instead of the welcoming, abandoned castle.

"I haven't seen them in years though, it would be weird to suddenly show up unannounced asking to stay, assuming they'd even let me."

The blood on Pinkamena's face was now cleaned off, her face returning to the normal somber look.

*All the more reason to visit them! Aren't you curious how they've been? Wouldn't be nice to see familiar faces that aren't prying at you all the time?*

"Yeah, but I'm not going there for a visit. I need time away from other ponies. Wouldn't that kind of ruin the point?"

Her tone was questioning and skeptical, she had no real problem with her family, it would just ruin the point, plus she didn't really want to deal with the awkwardness.

*Well, haven't you already tried that? It didn't get you too far, because you weren't doing it right. Now I'm not saying hang out with your old friends, but doing it yourself obviously didn't work. So, maybe the others who have known you, the real you, would help you in ways you wouldn't think. Especially if Maud's there, she seems to understand you better than most.*

They were right, last time didn't work, but she wasn't sure if relying on others was the best option. But, her family did know the real her. Well, more than her friends did. And if Maud's there, which she most likely isn't, it might be semi-enjoyable.

"You have a point, the problem is, I can't trust you're reasons for me going there aren't selfish."

Pinkamena's paced slowed, as she listened to whatever The Voice was going to say next.

*I'm not sure what you mean by that.*

Pinkamena smirked.

"Things have been a little suspicious so far. First, you comfort me after my little meltdown, which I appreciated, but it was abnormal behavior for you. Sylia has been ominously quiet, while you've been suspiciously talkative. I don't know that much about you, but from what I know about Sylia's behavior, you want me to do something for your gain, so what is it?"

She demanded, there was a slight chance she was wrong. But even if she was, she doesn't really lose anything. The Voice hesitated, Pinkamena noticed this.

*Alright, you caught me. The reason is because of Sylia, she's been losing her emotions. Well, I'm sure you know that, but there's a slight problem. You may have wondered why she never talked to you before, whatever reason she told you, was a lie.*

Pinkamena wasn't really surprised when she started talking to Sylia, she told herself everything she said could be a lie.

*To keep herself from becoming completely empty, she goes into a state of deep hibernation. It lasts a few years, sometimes a decade, but it's a small price to pay to be an ethereal. It's not something that's necessary, but once you start, it becomes hard to resist. When she's in this hibernation, her emotions slowly come back, but a little less each time.

She's not in hibernation right now, but she's in and out of it, she can barely talk. But, she's able to see everything. So, I figured since she has her whole family issue going on, seeing you with your family, fixing things with them, it would be a good thing to see before going into a long sleep.*

Pinkamena was surprised, the emotions in her voice sounded genuine. But, she was still skeptical. There was nothing to prove what she was saying was true, but she would just have to go with it. Though, there was one little contradiction she was gonna poke at.

"Okay, but why do you care whether she was happy or not?"

This obviously caught them off guard, she could practically feel the sharp intake of breath.

*Oh, um, well, that's becaus-*

Suddenly, there was a loud snapping sound to the left of her. It sounded like a branch being stepped on, by and that something was trying to remain unnoticed.

"Shut up."

Pinkamena whispered quickly, as she turned to the source of the sound. Her guard was now completely up, something was out there, something dangerous.

"Too loud to be a timberwolf, to small to be a manticore, there are literally dozens of things it could be."

Pinkamena mumbled to herself, thinking of all the things it could be, and thinking which one she should fight or run from.

*Something out here with us, but who's the one in danger?"

The voice said seductively, almost like she was whispering in her ear. Pinkamena looked into the darkness and waited, for something, any kind of movement or sound. But, there was none. After five minutes of waiting and The Voice trying to convince her to pounce into the woods, she decided whatever was there, was either too afraid to attack, or gone. With her guard still up and being extremely cautious, she made her to Zecora's Hut.

After fifteen minutes of paranoid walking and silence, she made it there. But, there was one problem. The lights were out, which meant one of two things. She was either asleep or not home. And neither scenarios were exactly pleasant. Pinkamena scowled.

"Today is just a day full of bucking inconveniences."

_________________________________________________________________________________________________________________

"What are you doing!? You know what happened with her family, why are you trying to convince her to go there when you know what will happen!"

Once again, the blue and red figures were in the black void. But, this time was somewhat different. The blue one was on the ground, almost pinned there. It's head, or at least what was shaped as its head, was looking up towards the red one.

"You should be grateful, I'm doing this for you."

The red one had it's back faced to the blue one, looking out into the darkness.

"That's bullshit! You never do anything for anyone without you gaining something from what!"

The blue figure spiked, pushing against some invisible force that was holding her down. The red figure turned around to face it, turning away from the endless abyss behind it.

"That is true, but considering our predicament, anything that benefits me will almost definitely benefit you. But, since I'm in such a good mood, and you can't really do anything to stop me, I'll tell you my plans."

The red figure walked to the blue one, crouching down to the blue one.

"For a full take over, you need a moment of weakness. Physically or emotionally, both would be best. And since Pinkamena's clearly not getting near death anytime soon, emotional would be sooner. When she goes to her old family home and sees what's happened, she'll be overcome by pain, anger, despair, etc. And in that moment, you will take over. And unlike last time, this will be successful. And since you'll have a new body,"

"So will you."

The blue figure said sadly, realizing the situation.

"We'll be in the same situation we were all those centuries ago, except this time, there will be nothing affecting my influence. I will be free to do as I please, and I have so many plans."

The red figure leaned down to the blues, almost whispering.

"And If I refuse to take over?"

The red seemed to smile, even if it didn't have a face.

"Then I will."

___________________________________________________________________________________________________________________

The Changeling Hive.

The home of changelings, and their queen, Chrysalis. Anyone who would see it could tell it was unnatural, something that didn't belong. It was a giant, blue monstrosity. It looked more like an amalgamation of other things than one object, most of it was similar to sharp rocks pointing to the sky. There were dozens of large holes on the outside of it, similar to the inhabitants that live inside.

The land around it was barren, no plants or animals to be seen, almost like every resource had been drained from the land. Usually, there was no life to be seen. Other than The Changeling Hive, it was a wasteland. But today was different, today the hive was bustling with activity. Dozens of changelings were entering the hive, coming from every sub-hive, outpost, anywhere in Equestria that had changelings. It looked like a convention, all these changelings meeting in one place.

But the reason was not a peaceful one.

In the center of the hive, where all the changelings were meeting, two people stood out. On the black changeling throne, sat Chrysalis, smiling as she looked down at her amassing army. And beside her stood her newfound ally, King Sombra. He too was smiling as he looked at the changelings, at all the lives he controlled. His eyes had magic flowing from them, the same purple aura as before.

"I have no quarrel with bringing all my children into one place Sombra, but-"

"KING! King Sombra, I've just temporarily lost my kingdom, which I will reclaim!"

Sombra declared, interrupting Chrysalis. She was annoyed at this, he was a large egomaniac. If it wasn't for his impressive tactical abilities, this alliance would've never been a possibility.

"Right, anyway, isn't bringing all the changelings here leaving us somewhat vulnerable? If Celestia were to attack one of our outposts, there would be no one there to stop her."

"No, they wouldn't make such a bold move. They should only just recently know we are now allies. Celestia will focus on defending her precious little ponies before anything, it'll be weeks before she even considers attacking."

He explained to Chrysalis, in a know-it-all tone that annoyed her. Before either could say anything else, a changeling walked up to her, standing beside her throne. She turned to him angrily, about to ask why he would dare do so without permission. But she stopped when she noticed who the changeling was, it was Annix, the leader of the scout parties. They were ordered to scout out pony settlements and villages, anywhere they could take over.

"Annix, give me a report on the scouting parties, anything important."

There was a series of hissing from the changelings, the language only other changelings and the queen could understand. This somewhat annoyed Sombra, the changelings didn't trust him quite yet. So he had to have all the information relayed to him through Chrysalis, which made things more complicate than they needed to be. When the changeling was done, she dismissed him to join the rest.

"Well, you were correct. All the places near Canterlot are now being guarded, places like Fillydelphia would be impossible to invade. Even the small villages around it have been, they'd be more trouble than they're worth. But,"

"But?"

Sombra questioned, as Chrysalis smiled sadistically.

"There is a town near Canterlot called Ponyville, it has been completely abandoned. No guards or civilians, I guess since it was so close to The Everfree Forest, it would be more dangerous to have patrols around them with the risk of a creature like a manticore attacking the guards."

"This 'Ponyville', does it have walls or anything? Plenty of buildings and space?"

Chrysalis' smile widened.

"No walls or fences, plenty of buildings, enough to support dozens of ponies. It even has a farm with tons of acres, it's perfect!"

She exclaimed excitedly, as Sombra smiled at her. She was right, a place like that near a capitol there were trying to attack? That was a great thing! He figured they were going to have to attack somewhere, which is blunter than he liked. But a place with lots of land they could just walk in and take? It almost made him want to laugh at Celestia's stupidity.

The last of the changelings walked in, now every changeling in Equestria was here, and they were prepared to fight.

"So, what would you like me to tell them? Strategy isn't a problem for me, but you've fought against them like this before and you're still here. So, what shall we do, King Sombra?"

Sombra smiled pridefully, this was it, this is what he craved. An army to do what he wants, the chance to get his revenge, two kingdoms at war. He walked forward, looking down at the changelings.

"We take over Ponyville, in three days."