Up in the skies above, the flagship now labeled the CHS Shadowbolt written in bright blue, yellow, and purple, soared above in the cloudy air heading towards the changeling hive. Many pony civilians saw them above, but they just ignored them as no form of attack or harm had been coming from it. On the ship, the Shadowbolts all gasped in awes and oohs as they watched the sky above them.

"I never been this high in the sky before. Its amazing." Flare replied.

"My dad took me on several airplane trips, he showed me sights like this when were over in airfields back in Cloudsdale. It was awesome!"

But both of their thoughts were interrupted when they heard Sour Sweet throwing up, and she was holding onto the railing near the side of the ship, letting the contents of her stomach fly over the ship. "Oh look there's my pancakes." Sour stated sounding sick.

"Ew...." came from Sunny and Indigo. "Since when do you get airsick?"

"I guess I never have been one for being up in the air. I never went on airplanes so, I guess the feeling's just new.... Oh, one moment." Sour then leaned back over against the railing again and let more contents out, and Applejack trotted over hearing the noise. "I take it she can't handle the high grounds?"

Sunny and Indigo shook their heads saying no.

"Ah. That's understandable. Not everyone wants to be up over a thousand feet in the air like this."

Later, Twilight talked with the other girls, the pony equivalents, about their thoughts on the situation at hand.

"Hopefully Sunset is okay. I'd hate to find out anything bad happened to her." Fluttershy stated.

"I hope so too, but I rather not assume anything until we know for sure." Twilight replied. "But we at least have some more friends willing to help us, and someone who seems very concerned about her."

"You mean the cyborg?" Rainbow asked.

"He has a name you know."

"I know, but it seems cooler to call him Cyber-Tox instead of just, Tox. What kind of name is Tox?"

"Rainbow, you know I can hear you from over here, and to reply to that statement, what kind of name is Rainbow Dash?" Tox said over the loudspeaker. Rainbow was about to speak, but Tox spoke again. "Actually never mind I got the idea of it. Don't explain that."

"How did he hear me? He's in the cabin!"

"I talked with him before, the cybernetics built into his ears allow him to hear things from far away and pick up frequencies no one else can pick up. Quite amazing isn't it?"

Everyone gave a few "yeahs", and "I guess so"s, and Pinkie simply said "Yep!".

Up in the main cabin, Flash, Echo, and Tox continued to control the ship and kept it on its course. "Flash, activate navi-computer. See where we are on the map."

"Got it captain." Flash then messed with the controls and found the location they were at. "We're almost there actually."

"That's good."

Twilight then entered into the cabin, keeping her wings in place. "How's the control going? Are we almost there yet?"

"Navi-computer dictates that we will arrive in less than 30 parsecs." Echo replied.

"What did she say?" Flash asked.

"We'll arrive in almost about 5 minutes. I think." Tox answered.

Flash then walked over to a station chair, while Twilight sat in the other one and the two began striking up a conversation. "So, this is what you actually look like?"

"Yeah, I'm sorry its a little frightening to see me as a... well, horse form."

"No I figured I'd see you in horse form soon enough. So, is it true, you're a princess?"

"Yes, its true. But I don't really carry that title everywhere I go though."

"Not to mention the fact that almost everyone ignores that title on you." Tox interrupted.

"What!? What do you mean?"

"Think about it Twilight, you got ignored several times that you're even one with royalty, and even the ponies here have the audacity to be rude. Something they never picked up."

"That's not true." Twilight said quickly trying to deny it.

"Yeah it is. And don't try to deny it, I can see into your head, I saw everything regarding those timelines. Someone's got serious denial issues." Tox said smirking.

"Don't worry about him, I think you're fine." Flash replied.

"Well thanks. So, how is the Human me in your world?"

"She's doing really good, everyone's warmed up to her. Just wish I didn't remember the thing that happened to her before."

"And whats that?"

"Oh, its nothing. But what I'm saying is sort of a touchy area, and it kind of drives Tox the wrong way."

"He's not lying Twilight." Tox yelled back keeping his eye on the sky.

"Well just tell me, what happened?"

"Alright, uh... Okay, truth be told, they never told me what happened to her because they said it would make me mad. And truth be told, it probably would but I'd still like to know. I will say this, something that happened with our world's Twilight turned her into a raging she-demon."

"Just like with Sunset at the Fall Formal. But that was when she placed my crown on her head, what ever happened there?"

"Uh, I think its best Tox tell you. He knows this story better than I do."

"Basically Twilight, what happened is the "teammates" your equivalent had pressured and blackmailed her into releasing magic she had accidentally stolen in an attempt to win a high school competition. Very, petty. In fact, I think its almost interest- Whoa, oh dear!"

"What, what's going on!?" Flash screamed.

"We're about to crash right into the mountain. Echo, I said to have it fly over the mountain, not into it!"

Echo accidentally hit the side of her mouth as the ship leaned to the right, and soon speech came out in Spanish instead of English, but Tox understood what she meant.

"What do you mean the rudder can only turn left or right!? What kind of ship can't go up or down, I told you that in the plans! Oh, oh dear! HANG ON!!!! AHHH!!!!"

Everyone started screaming as they were about to crash right into the black rocky mountain. Everyone turned their heads away not wanting to see, and then everything went black.

Twilight and Flash came to, to notice that the ship had shot itself right into the mountain. Part of it was leaning forward down, and the back rudders were sticking out. Their eyes then locked onto everyone pulling themselves together trying to get up. Sugarcoat getting up, got her hair back into place, and placed her glasses back on her face, while also helping up some of the others. "Well, we made it."

After getting everyone back on their feet and hooves, they managed to pull the ship out of the mountain and park it over to another mountain. Soon after planning, and going over plans, a small rescue team started loading up. Tox, Flash, Sour, Indigo, Sugarcoat, Lemon, Sunny, Echo, and the Mane Six, minus Twilight, all started heading into the tunnel.

"Alright, before we go in, I must add in this comment. You all look like awesome war heroes. Colonial Marines."

"Wouldn't it make more sense to call us Colonial Wondercolts?" Sugarcoat bluntly asked raising a brow.

"That's a good point actually, yeah, Colonial Wondercolts fits much better."

Everyone was now suited up, and ready to move. Flash Sentry had on a headset with a microphone, camouflage pants, and he was holding a pulse rifle in front of him. The only addition of his clothes he didn't have was the gray jacket because it would be hot inside the cave. Lemon had camouflage like everyone else, but she wore it on her jeans, she wore black boots, and a white tank top. On her belt, she had a small device that Twilight had built to track magic, and on her head, she had a headset equipped with a microphone and antenna, that way she could pick up sounds from far away and listen in the enemies conversation, and she had armor that had a Gatling-like gun attached to it. Indigo Zap had her goggles flipped down over her eyes, fingerless gloves, a pulse rifle, and gray shorts. Sugarcoat had the same kind of equipment like Lemon, only she had on a visor that would allow her to see deeper in the mountain, along with picking up more frequencies. Sunny Flare and Sour Sweet as the last ones, had armor padding on their arms and feet, and wore camouflage shorts, and gray tank tops. Last one being Echo, she kept on the same clothes she usually had, but also on an eyepiece to look further as well.

The trip entering into the mountain, seemed to be going quite well. No signs of danger were yet to come. But in everyone's eyes, the changeling hive was very disgusting to walk through. Several amounts of gooey, green blobs kept on leaking and they splattered all over the cavern every time a single one made a drop. The group luckily were able to avoid each one that made a fall. As they made a right turn, Echo and Lemon took the lead up front, holding magic trackers to detect for any sight of their friends.

"Okay, everyone's asleep. I hope it stays that way, I'd hate to start a war in a few minutes." Tox whispered. Everypony and everyone gave nods in response and kept moving forward.

As the group moved further into the cave, they suddenly, finally got signs of where their friends were placed.

"Locked on targets. About a few feet away." Echo stated.

Everyone kept their stances and eyes open to look out for any changelings to attack. Sugarcoat kept surveying the area, and looked at the structures in the wall, very reminiscent to a bee hive. But luckily for them, there had been no sight of the bugs around.

The group came across one small area, almost of like a room, and they found 6 of their friends, strapped to the walls by the goo, all asleep, still having tape across their mouths. "Well, we found them. I just hope they're alive."

The ponies kept their guards up holding hoof-held weapons while the humans attempted to cut through the goo. Suddenly, the girls started slowly waking up, and they all groaned at the feeling of getting the tape ripped off their mouths.

"Ow... agh... that hurts... Tox, you came for us!" Twilight exclaimed, but then got a shh.

"Twilight, shh... Not so loud. We're inside the changeling hive, and they'll wake up by loud noises. But I'm glad to see you're all okay. Where is Sunset?" Tox whispered.

"Sunset is over near the changeling throne. They were ordered to keep a close eye on her for the Queen's plan." Applejack said quietly.

"Okay, I got to go get her free." Tox started to get moving, but-

"Wait, some of us should go with you. As backup, of course." Sour whispered.

"Okay. Flash, Sour Sweet, you're with me. Everyone else, stay on guard, and defend. Alert us for any changeling movement."

"Yes sir." Echo whispered. The human Rainbow Dash raised an eyebrow facing Echo and asked. "Is she one of the changelings?"

"Incorrect. I am Echo Dash. Built to protect those who cannot protect themselves." Echo replied.

"We'll let them have a quiet conversation." Tox said before leading Flash and Sour away. After crawling through some more passageways, and cave taverns, they eventually found the queen's throne. Over on the left of it, their eyes turned onto the sight of Sunset knocked out, tape across her mouth, and glued to wall just like the others. Soon they quickly moved towards her, and Sour and Flash cut through the goo, and Tox removed the tape off of Sunset's mouth. "Shimmer-cakes? Come on, please... don't be dead."

Sour could see the look of distress that had laid on Tox's face, hoping for Sunset's health to be intact. And hope had been given as Sunset slowly woke up and saw Tox in her peripheral vision. "Tox? You saved me."

"Technically, we saved you while he yelled at us,, but he did plan everything and led us all to here, so yeah." Sour replied.

After Sunset got free from her bonds, Tox held onto an arm so she could get assistance walking. "Uh, Sunset, just a quick question, if you're here, does that mean, the Queen is here?"

"No.. the Queen, and the Dazzlings are all here..." Sunset whispered.

"What!?" Tox whisper yelled. After a short pause, he noticed something he didn't pick up on. He turned his head around facing the darkness above along with the others, and noticed a pair of green glowing eyes in the dark. Suddenly the figured emerged revealing herself to be a powered up, buffed up, and stronger, Queen Chrysalis. She now had six legs, set in the position of a praying mantis, her front two legs were now giant claws with two talon fingers on each one, fangs and thorax's jarring out near the sides of her jaw, and horns and spikes were poking from the back of her head, down near her mosquito wings. And she constantly made clicking noises with her jaw as she spoke.

"Son of a queen." Flash muttered to himself.

"What a lovely surprise, to see her friends try to come in and save her. Surprised you had the gall to try and break into my hive to free your friends, but enough talk, you're going to die...." A beam of energy started to glow from her horn, as she was getting ready to obliterate the group where they stand.

"Get out of here, I'll hold her back." Sour told them.

"What!? Sour I'm not gonna leave anyone behind-"

"I said now! I may not have lived a great life, but I'll have it said that Sour Sweet held her own against a Xenomorph Queen."

"Uh, that's not the same thing." Flash replied.

"Doesn't matter, it feels like it! Just go now!" Sour sourly told them.

The three then ran out of the cavern, and Sour stood proudly with a determined expression on her face. "I may not have done a lot of good in my life, but that's starting now!" In a quick motion, she pulled out a Gatling light cannon and pointed it at the Queen, and that got the Queen to back up in fear, and her face showed she was afraid.

"Hasta la vista, Queenie!"

The Queen backed up towards the wall in fear of the weapon, and Sour charged it up ready to blast her. But suddenly, she hit the wrong button, and that made the energy cells fall out from the bottom of the gun, making it run no more. Her face dropped to fear after hearing the gun immediately die on her, she turned her attention towards it, and then quickly back towards the Queen. "Wrong button."

The Queen then immediately grew an expression of anger on her face, and got back onto the ground and the energy glowing on her horn powered up. "Thanks for failing miserably. I will send my regards to Toxigo... MUAHAHAHHAHA!!!"

The group of three kept moving their way back towards the others, and all they heard was a scream from Sour which sent a chill down Tox's spine. "No, we got to go back for her!" Tox immediately turned around, only for Flash to hold him back and say. "She told us to keep running, and that's what we got to do. I don't want to leave her either, but right now, she said for us to get out of here with everyone alive."

Tox stood for a moment taking that in consideration, but realized there was nothing he could do to save her, and they kept moving forward.

With the others, they kept their guard up trying to search for anything out of place, but so far they had nothing. Unfortunately, the speak of the devil had spoken, and their trackers were going off. "Whoa, hang on I got something!" Lemon exclaimed. "There are multiple signals, all over the place."

"I don't see anything." Indigo replied.

"Indy's right, there isn't anything around here." Applejack said.

"No, I'm telling you, there's something moving and its not us!" Lemon exclaimed.

Lemon was right, for three different life forms were moving in the darkness. Three figures with illuminating eyes moved int the darkness and were getting ready to move into position for attacks.

"They're all around us man, they're everywhere."

Pony Fluttershy shined a light around the place, and nothing had appeared. But a human figure in the darkness with wings, leaped from the dark walls grabbed Fluttershy tossing her into the air, and fired a beam of energy from the fists making her vanish in a beam of energy.

"Fluttershy!" Pony Rainbow Dash yelled, but suddenly the figure's glowing purple eyes fired towards her sending her into the same void Pony Rainbow Dash was in, and in return human Rainbow Dash fired towards her and she started running to the right to avoid her fire.

Twilight, Starlight, and Celestia were horrified to see that in the cabin, the vital signs for their Rainbow and Fluttershy went to flat-lines.

"What's going on!?" Twilight yelled.

"Ponies Rainbow and Fluttershy are down!" Echo yelled.

Pony Pinkie, Rarity, and Applejack opened fire towards another moving figure, but she too blasted energy beams that had the same result on them just like Fluttershy and Rainbow Dash.

"We just lost the rest of the ponies!" Lemon yelled. "DIE!!!!"

Lemon fired her light cannon towards the figure which knocked her down leaving a familiar grunt. "Wait, I know that grunt." Human Pinkie replied. She moved towards the knocked down figured and saw Aria Blaze knocked out. "The Dazzlings! They're here!"

And in a few moments, Flash, Sunset and Tox ran right into the area they were in. "What just happened!?" Flash yelled.

"We just lost the pony versions of us!" Rainbow Dash yelled in anger. "Those Dazzlings are now destroying us! Wait, where's Sour?"

"We lost Sour, she told us to get out while she held the Queen. But I think she's been... been... obliterated!" Sunset screamed.

Tox's rage slowly grew as his fist was clenched up, and he loaded up his arm into its rifle mode. "Rainbow, Lemon?"

"Yeah?" Both asked.

Tox loaded up his arm gun, making a cocking noise, and yelled- "LETS ROCK!!!!"

"YEAH!!!!"

Changelings began emerging from the walls and attempted to make attacks against the group but they loaded up the light cannons and fired them back. Clicking, buzzing, and screams of battle came into the cavern as they continuously fired towards the bugs. Sweat ran down their faces, eyes were locked onto their targets, and the sound of shouts and screams of the waging battle bounced off the walls spreading through the cave.

"They're coming out of the walls! They're coming out of the freaking walls!" Indigo yelled.

"On your right man!" Lemon screamed, and soon others started screaming.

"Rainbow right behind!"

"On the left!"

"BLAST THEM!"

"They're coming out of the walls!"

"Guys, listen, you got to get out of there!" Princess Twilight yelled in the mic.

"Lemon, Tox, hold your fire!" Human Twilight yelled. She held her hand up against her ear so she could attempt to listen from her headset piece from Princess Twilight, but she could barely hear a thing. "What!? What!? Say that again, all after, retreat!"

"I said I want you to retreat back to the front of the cave where-"

At that moment, the human Twilight didn't listen in any more, for she was grabbed and tossed into the air by a pair of arms, and then a shot of energy fired at her which everyone assumed obliterated her.

"Twilight....Please... no..." Sunset teared up.

All that had fallen were her glasses which landed on the ground and Sunset quickly grabbed. Back at the CHS Shadowbolt, Twilight, Starlight, and Celestia watched the video screens in horror at the sight of them all being attacked by the changelings. Tox had built in the system so that Twilight could communicate with them from the ship, and he attached cameras to each and everyone one of them for her to see their point of views. And her jaw dropped when she heard them talk about the other Twilight being obliterated.

"Get them out of there, we must leave!" Celestia ordered, and Twilight quickly picked up a headset and yelled into it. "Tox, Sunset, who ever is left, just get out of there now!"

"Got it Twilight, we're running out now!" Sunset yelled.

On the screens, they could see into Indigo's and Tox's POV cameras and watched as they freaked out attempting to flee the area. "Where's Twilight!? Where's Twilight!?" Tox yelled into Indigo's camera looking terrified.

Indigo being horrified at what she seen yelled as she ran "Twilight's gone, lets just get out of here!"

Tox realizing that they were ambushed and had fallen right into a trap, yelled. "Lets go Wondercolts!"  From the camera point of view, Twilight, Celestia, and Starlight could see them fighting off the changelings from their helmet cams. Flash fired towards one with his pulse rifle, Lemon had an over the top expression on her face as she fired several energy rounds to more bugs, and Tox fired bullets from his arm cannon.

"Come on, move it, move it!"

"We got to get out of here-"

"Lemon look out!"

"Flash right behind!"

"Lets go Wondercolts!"

"Keep moving!"

"We are leaving!"

"Sunset, move it!"

More shots from their light cannons fired towards the bugs, and the other two Dazzlings who attempted to destroy them as well. Back on the CHS Shadowbolt, Princess Twilight knew what she had to do. She rushed over to the cabin, and started the engine heading towards the mountain where the changeling hive resided. The engines put in all their might to rush over to the cave, and luckily they had came just in time for they were about to get out of the cave. They quickly threw out the walking board and came sight to see them escape just in time.

The first ones leaving were Applejack and Fluttershy helping carry Rarity who had twisted her leg in the fight, followed by Sugarcoat getting a hand from Sunny Flare and Rainbow Dash due to Sugarcoat getting a big bit on her leg, and followed by Pinkie and Indigo running for their lives.

"Wait. where's Sunset?" Rainbow asked.

The last ones about to exit out were Sunset who was getting a helping hand by Flash. Along with Echo, Tox, and Lemon who kept firing their weapons at the bugs and were moving their way towards the ship.

"Hurry, come on!" Rainbow yelled.

"Tox! We are leaving!" Sunset yelled. Lemon continuously fired more energy rounds at the changelings which continued to stun them and knock them out onto the ground.

"Get em Lemon!"

"Blast them!" Lemon yelled.

She pulled the trigger again, but it didn't fire anything else, which she could only assume meant she had run out of ammo.

"Oh, shoot!" Lemon freaked.

She quickly took the armor that was connected to the gun off so she could lighten the load, but it also knocked her headset off, and Tox quickly made it float into the air and went right into his hand so he got ahold of it. "Don't worry, I got your headset!"

"Thanks!"

Lemon pulled out another light cannon gun, which was a smaller one which she mounted on her arm and she fired some more energy rounds. Sunset and Flash quickly got onto the ship, and Echo pulled herself onto the boat, and Tox ran up as well, but stopped for a moment to notice Lemon still firing towards the changelings, and Sonata and Adagio were waiting to jump at her at two different sides. "Lemon, look out!"

Lemon took immediate action and fired some shots at Sonata who became knocked out, but Adagio took advantage of her being distracted and fired a beam of energy from her eyes which did the same effect just like with everyone else.

"LEMON!!! NO!!!!" Tox screamed in fear. He tried running back to go back, but Indigo kept holding him back. "No! Let me go I got to save her!"

Indigo in a bit of anger, grabbed him, faced him right in the eye and yelled. "Forget Lemon, she's dead! Get us out of here Princess!"

In a quick motion, the ship pulled itself away from the cave, and fired a missile towards the top of the cave, and boulders came tumbling down blocking the front of the cave, trapping the changelings, the Dazzlings and the Queen all inside, meaning now they all have more time to prepare to stop her. After making another spin, the ship activated its turbos and it shot off into the hopefully, peaceful valley.