------------ Finale: Part 3 ------------

Stop them! Stop them! Twilight, DO something!

I'm trying! BOTH of us are! Help us out! The link was afire with panic as all six of the elements of harmony watched a nightmare unfold in the suburban streets of Canterlot. No one could tell who was who, which one was which... It was all Twilight and Shining Armor could do to avoid being rent apart by a stray slash or a wayward blow.

"Oh no, oh no, oh no, oh no, oh no!" Twilight whimpered. She watched as the two beasts tumbled and snarled at one another. In the blink of an eye, they would break apart and growl at one another, then get right back to it. The sound of their bodies clashing was sickening, made Twilight's stomach churn as she heard the snapping and crunching.

"Twilight!" Shining Armor cried, casting his hand out against her. She caught the snaking tendril as it flew through the air, then set her legs to running around the pair as they writhed on the ground. The cord of magic was as thick as her wrist and about as strong as diamond. No one would be able to break it. Rarity fought to distract the creatures from one another as they snarled and ripped at eachother. She wouldn't have succeeded. Not a force in the world could have pulled the two of them apart. Shining Armor and Twilight made the first lap, pulling the cord of magic tight around the grappling creatures before them.

"Oof!" The pressure she put on the rope of magic disappeared suddenly. "What?!" Twilight gasped from the ground, watching as the beasts continued to grapple and claw at one another. The magic had dissipated just as easy as it had been summoned, the second it came in contact with the beasts. One of them, Twilight wasn't sure whom, delivered a vicious blow to the other's chin, sending it staggering straight towards Rarity.

Twilight heard her scream in real life, heard it through the link, watched as the beast stumbled with viciously-curved claws straight towards her friend...

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Lily was swept away. The moment she laid eyes on Nyralith, that she knew who it was, her mind went blank. In a rush of emotion, Lily felt blank. Like there was nothing there. She felt that void slowly begin to fill with something, though... What, she couldn't tell... But it was something. And it was warm. Hot, even.

Searing.

Lily felt a surprisingly familiar sensation rip through her being. It pushed out of her clothes, changed her body, distorted her perception. She felt quicker. Keener. Powerful. Like nothing could stop her. That is, save for the woman rapidly changing in front of her now. That woman was a threat. A threat to Lily. To her goal... Wait, was was her goal? Lily's frantic mind scrambled as she started to lurch forward. They had to have been over a hundred yards apart at that point. Lily covered the distance in three strides. Or she would have, if she hadn't ran into the other advancing creature. The impact jarred her, but Lily felt lucid. They grappled for a moment before Lily let out a primal growl and slashed at her.

Slashed? How did she do that?

Probably with that wicked-looking thing on the end of her arm...

Lily lost track of what happened after that.

-----------------------------

"Rarity, hang in there... Come on, hang in there!" Shining Armor panted. Rarity groaned in his arms, stirring slightly and clutching the ugly wound on her upper arm. Her blood flowed freely, staining both her clothes and Shining Armor's.

"Can never wear..." She muttered faintly

"What?" Shining Armor panted, already exhausted. He was hardly five hundred yards away from the fight between the two creatures and his muscles were screaming at him to stop.

"Can never wear... Sleeveless again..." She muttered. Shining just chuckled and hoisted her further, willing his legs to carry her away. Away from the nightmare. Over his shoulder, he looked back at the twisting visage, at his little sister still trying to get them to stop fighting.

"Hang in there, Twily."

-----------------------------

"Where is it, where is it?" Twilight flipped through the pages of one of the books Celestia had given her. The fight still raged on, with neither one of the two creatures seeming to make any headway. Still, they tore at one another like mad, snarling and screaming in their hellish, high-pitched voices. Twilight's hands flew over the pages of the book, looking for something. Anything.

Then she saw it. It was a picture. A sketch, really... And very rough at that. But, compared to the sight before her eyes, Twilight could see the simliarities. She compared the two, taking a moment as the creatures broke apart to look at them more clearly.

Their angular bodies were easily twelve feet tall, towering overhead whenever they rose to their full heights. Which really wasn't that often... They stayed low to the ground, and very, very balanced. This allowed them to move at the blinding speeds they did... When they crouched low and coiled their long, muscled legs, they could shoot forward at incredible speeds. It was almost a blur to watch them move. Each leg was tipped with a vicious-looking claw. Three thick toes sprouted out of the bottom, two towards the front and one towards the back, somewhat like a raven or a different type of bird. Twilight watched one of them lash outwards with it, raking the claw along the other's arm.

Their arms were each as long as their legs, and would move with mind-blowing accuracy. Long, thin, and tipped with four fingers, each of them was tipped with a wicked-looking talon. They kept them constantly cocked, ready to strike with lightning speed. Their four limbs were connected to a torso that was about as wide around as a regular barrel, and covered with what appeared to be a thick, chitinous plating. Long, slender necks supported a wicked head, looking more like a dragon's than anything else. Their eyes were the only flat surface on them, black and glossy, with no discernable pupil. They were powerful. They were frightening.

They were...

"Changeling Prime." Twilight whispered.

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Nyralith snarled at her opponent once more, their muscles straining against one anothers as they grappled. This other... Thing... It was a threat to her. To all changelings! She had to eradicate it! Growling low, she dug her feet in and gave a mighty tug. The pavement of the street beneath her cracked with the force of her muscles clenching the ground, and in a quick motion, she flung the other prime fifty feet away. They merely sprung to their feet and charged again, screaming with a sound that shattered windows. Nyralith planted her feet as they clashed, skidding backwards with the force of it. Her claws tore up chunks of asphalt for ten feet before they came to a stop. To her surprise, the other prime lifted it's leg and slashed at her, the hooked talons catching on a plate of armor near her stomach.

With a sickening crunch and a spout of black, viscous blood, the plate ripped off and fell to the street, cracking the pavement as it hit. Nyralith roared louder than ever and pushed her opponent back, fury and pain driving her onwards to attack with greater speed.

To no avail. The other changeling danced out of the way, loping easily out of her reach and circling behind her. Nyralith's muscles screamed with agony. She began to slow. Get tired...

---------------------------

Lily struck. Her claws pointed to a tip as she drove straight for that open spot she had made. She felt them clatter against bone, slice open flesh and organs. Howling in agony, the other changeling gripped her arm, fighting her every inch she sunk inside. Growling, Lily lashed her head forward, using the opening to attack the other's neck. Plates crunched under her pointed teeth, and she ground against arteries. With a shuddering, pathetic wail, her opponent collapsed, slumping against her.

Consciousness returned in a flash. Lily's eyes went wide as she shifted back to her normal form, only...

"Lily!" Twilight called out to her, making her eyes turn. Twilight, the love of her life, was shuddering visibly. In her hands was a book, clutched with white knuckles.

"Twilight?" Lily asked, feeling confused and dazed. Then her hand throbbed. She heard a cough.

"Tell..." Lily turned her eyes forward, to the sight before her. Nyralith, human again, coughed as she was impaled on Lily's bare hand. "Tell Rarity..." She coughed black blood onto Lily's clothes. Sickening, viscious, thick blood... Lily's eyes widened in shock and horror. "I... *Cough cough* That I..."

Lily watched life flee Nyralith's eyes.

With a sickening sound, the other changeling slid off of Lily's arm, falling to the cracked and torn pavement.

Lily screamed.

------------------------------

"Turn around." Rarity groaned.

"What?" Shining Armor gasped, panting heavily.

"Turn around... Nyra, she's..." Rarity shuddered and began to writhe in Shining Armor's arms... He had no choice but to set her down, or drop her.

"Rarity, you don't want to go back there." She wobbled on unsteady feet, but gave a sigh and straightened herself. For a moment, Shining Armor thought she would faint. Her hand erupted in a thick blue aura of magic, and she laid it over her arm. Her wound began to slowly stitch shut.

"I'll be fine... I need to go to Nyra..." She muttered, walking woodenly forward. Shining groaned.

"Tell Twilight she's on her own." Shining Armor said softly after the walking Rarity. She raised her uninjured hand and waved him off. "And that I'm sorry..." Turning his sore, aching muscles back the way he had been heading already, Shining Armor began to return to the fray. The heart of the storm.

Rarity, however, steeled herself and continued walking. Something had happened. Far away as they had made it over the course of the fight, it wasn't so far that she couldn't see the changes. Still clutching a throbbing arm, Rarity made her way back to the scene... over the expanse of cracked pavement, a scream reached her ears.

Rarity didn't have anything left in her as she stopped, ten feet away from the prone body. Twilight was clutching a screaming Lily to her chest, and there, on the ground...

Nyralith's dead body had a gaping hole in her chest, and in the shadow of the late day, Rarity could just barely make out the black stain of blood on her neck as well.

"Twilight." Rarity croaked. Her friend barely managed to hear her over the sound of Lily's hysterical sobs and cries. The magi turned her head at the injured fashionista, tears streaming from her eyes.

"Rarity, I'm... I'm so s-"

"Don't say you're sorry." Rarity said coldly. "That's going to hurt her memory... Just... Take Lily. Get out of here."

"Rarity, she's in no-"

"I SAID TAKE LILY AND LEAVE!" Rarity screamed. The tears came then, flowing fast and free from her eyes. They mixed with the black blood on the ground, staining the knees of her dress.

"Rarity-"

"GO! TWILIGHT, TAKE HER BEFORE I DO SOMETHING WE BOTH REGRET!" Rarity's hands lit with the blaze of her magic, the deep blue aura almost solid in appearance. Twilight gulped and began ushering Lily away, further South, away from Rarity.

Why, Rarity? The thought came through the link. Rarity could feel all five of her friends wait in silence for her response. She opened her eyes, letting them all see the vision of Nyralith's dead, bloodstained body before her. She could feel the sorrow, the pain, the agony of all of them, flowing into her.

She harnessed it. She twisted that sorrow inside of herself, added her own to it. Compressed it. Condensed it. It began to fester. To burn. Rarity held the fire in her stomach as she rose to her feet, turning her gaze North. Towards Canterlot.

"Because." Her voice was clear of grief and pain as she lifted her head. Her jaw was set. She spoke through the link and out loud, further setting her on the path she had chosen.

Her hands were aflame.

"I'm going to kill every changeling."

For Rarity, the link went dark.

For good.

-------------------------------

The day finally bowed it's head to the night, well after Lily and Twilight had left the city limits of Canterlot. They crossed a wide field as the shadows began to lengthen, and when the trees of Woodsman's Haven welcomed them, it was into a cold, dark embrace. Lily was left leaning against a tree as Twilight began casting spells all around them, clearing brush away from a flat space. They were exhausted. It had to have been past two in the morning, and yet, the moon was barely overhead. Lily turned her gaze upwards to watch the moon rise, lighting a colorless and dull world.

"Lily." Twilight said softly, laying a hand on her arm. Slowly, Lily managed to tear her gaze away from the luminescent orb in the sky, to look into Twilight's eyes. "Let's sleep. We need our rest." Behind Twilight was a small tent, concealed in the shadows of a large oak. Idly, Lily nodded, crossing her arms. The dry, cracked blood on her arm reminded her she wasn't clean.

"I can't." She said softly, stopping after a few steps. Twilight gently took her hand in both of hers, her magic glowing faintly. Smooth and tender as could be, Twilight ran her hands up and down Lily's arm, buffing away the caked black blood that had covered her arm while it was...

"I killed her." Lily choked softly.

"I know." Twilight said. Was she disappointed? Sad?

"Twilight, I-"

"Lily, I know... Trust me, it's okay. It will be." She ran her hand up higher, swicking away the crusted blood on Lily's arm, then moving on to her clothes. "I read the book... The one Celestia gave me. I can tell you it isn't your fault... It's nobody's fault." Twilight sniffed and seemed to be fighting with the words. "Rarity's gone... She just said she was going to... To kill every changeling..." Her words quivered slightly as she spoke, making Lily choke up herself.

"I'm so sorry..." Lily whispered. "I... Twilight, I don't-"

"Shh." Twilight laid a finger on Lily's lips, silencing her. "I love you, Lily... But that... That thing... It isn't you. Trust me. If I have anything to say about it, I won't let you turn into it again. Okay? Just... Let's get some sleep." Twilight pulled a shuddering Lily close against her, ducking into the small tent. Twilight had summoned a thin mattress just big enough for the both of them, and together, the two women curled up on it.

Too exhausted to even think anymore, Lily was asleep before her head rested on the makeshift pillow.

Then came the nightmares.

Lily, in her human form, stood over Twilight, hoisting a black, bloody heart in her hands with a triumphant cry. All around her, the changeling horde buzzed and screamed their approval. She screamed with them, dancing and gloating over Twilight's dead body, her glazed eyes still open wide.

Next, Lily was running, her breath tight in her chest as she darted along through a dark and twisting path. All around the path, changeling arms reached out to grip at her, snatching her clothes with their hollow hands. She screamed and tore herself free of them, running faster along the path. She ducked, jumped, and leaned into the turns, some fear driving her farther and farther into the heart of the darkness ahead of her. She glanced over her shoulder... Twilight was the one running after her, her hands glowing purple and dense. Lily skidded to a halt, turning to face her love.

Twilight's form erupted into that of a prime, loping towards her on it's nightmarish, long legs. Above and behind the prime was Chrysalis' smiling face. Her laugh was the soundtrack to the first blow, tearing Lily in half.

"HAAAAAAHH!" Lily jerked awake, completely soaked through with cold sweat. Her vision was dark, and blinked as her chest rose and fell rapidly.

"Nightmare?" Twilight's voice broke through the panic, calming Lily as she wiped a hand over her face.

"Y-yeah..." Lily groaned, feeling cold again. Twilight's insistent hand pulled her back down, and Lily curled against her love with a soft sigh. In Twilight's embrace, Lily found solace. Her body warmed, and her sweat left her. She groaned and fell asleep once more, this time sleeping peacefully for however long they did.

Morning came, if it could be called that... Twilight groaned and stirred, making Lily wake as well. Both of them emerged into the chill, misty morning, groaning as they stretched sore muscles. "What time is it?" Lily asked, looking blearily at the sun fighting to burn away the damp mist.

"Odd... The sun's just rising, but I'm showing it's nearly noon..."

"I guess the princesses are busy..." Lily mused. The events of the previous day returned to her mind, and Lily shuddered once again. "Let's get moving..." She said, turning to Twilight with a slight frown. Twilight, in her knowledgable, wise way, dispelled the magic binding the tent and advanced to wrap Lily in a hug.

"I know it hurts, Lily... But don't blame yourself for what happened. Let's get moving, and I'll explain why when we get warmed up, okay?" Lily nodded and embraced Twilight desparately for a few moments. In a surprising motion, Twilight pulled away just enough to swing her head in and plant a firm kiss on Lily's lips.

"Mff!" Lily groaned at the sudden invasion, but didn't fight it, either. Twilight broke the kiss with a brave smile and a smack, resting her forehead against Lily's.

"I love you." She whispered quietly.

"Even with..."

"Yes, even with your change... Though, I may have found a loophole..." Twilight took her hand and led them deeper into the forest. The "day" was slowly warming up, and the brisk walk soon made the soreness and tiredness evaporate from Lily's muscles. They walked at a decent pace for a few hours, not talking, just holding hands and listeining to the sounds of their feet swishing through the grass and over the stray root or two. When the sun had burned away the fog and they left the wood, Twilight finally began explaining.

"Princess Celestia gave me two books before we left her in the castle. One of them contains the prophesy about us. The other, though..." Twilight waved her hands and the book appeared before her in midair. She caught it and flipped the cover open, using magic to flip the ancient pages to where she wanted. "This one... It's about changelings. It's over six thousand years old, Celestia says... It's... Well, it's fragile, for one... For another, it's very informative. Listen." Twilight cleared her throat and began reading.

"When the ending of a queen or king's era is upon the world, their magic begins to wane. Amongst all changelings everywhere, drone, commander, or otherwise, they carry their matriarch's magic within them. When that magic begins to falter, as it does with age, it is a sign for the new queen or king to be crowned." She looked at Lily, whose eyes were drawn down with concentration. "Follow?"

"Yeah... I knew Chrysalis existed in every changeling, at least marginally... Even myself, after I defected..."

"Right. All changelings. No matter what." Twilight continued with a certain amount of excitement only one of her calibur could get from sharing knowledge. "When two changelings devoid of the queen or king's power meet, their instinct is to assert who will become the NEW king or queen. As time progresses, and the power wanes, more and more changelings will begin to fight for dominance." Lily glanced down as twilight turned the book to her. On that page was a roughly-sketched diagram of a changeling prime, of Lily's more fearsome form... She shuddered at the sight of the monster drawn. next to it, though, was another drawing, one of a group of about fifty primes locked in a struggle. Twilight continued reading.

"The transformation that takes place is refered to as 'Changeling Prime,' and only occurs between two changelings devoid of the queen's power. While all are similar, they are not identical. Minor fluctuations in power have been observed, and it's hypothesized that these stem from the individual changeling's ability, rather than any outside factors... However, the change only takes place when two or more changelings are present and the magic leaves them. No individual changeling can be effected." Twilight smiled up at Lily.

"See, if we can just get you far away from any other changeling, you won't turn into that... That thing again!" She went to close the book, but Lily snapped her hand into the pages, stopping Twilight.

"Keep reading." Lily muttered softly, almost afraid of what she was going to hear. Twilight blinked, but wasn't about to deny a request to cease her quest for knowledge.

"Ahem. These changes occur until one changeling prime rises above the others and replaces the king or queen. While it is unwitnessed and very poorly documented, the time between the start of the waning of power and the new king or queen taking their place is anywhere..." Twilight stopped. Not just stopped reading, but she stopped walking altogether. Her eyes were wide. "Woah." She said. "Didn't read that before..."

"What?" Lily asked, turning to Twilight as they stopped in the middle of an open field. Ahead of them, south, was a vast expanse of open land, stretching from horizon to horizon. Behind them was the wood, concealing the view of a war-torn Canterlot. Twilight looked up, her face ashen.

"Twenty to thirty years."

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The next few weeks were all the longest of Lily's life, that she could remember. She and Twilight plodded along on foot, hardly talking, barely sharing a heartfelt hug or a look here or they. The slept fitfully, and spent their days travelling. Lily began to noticed her pants sagging, and Twilight was losing some of her natural beauty to the lack of decent food. They passed through a town here and there, but Twilight nor Lily brought any money. Some nice people would notice their bedraggled, wasted state and would bring them in. It was by the grace of one particular family that they got a good bed to sleep in and enough supplies to make it through to Appleoosa. They would have taken the train, but Celestia's warning had predicted something rather unsettling... No trains were running.

People were fleeing south out of Canterlot, anyone who wasn't a soldier or at least had something to offer would pack up and leave, either walking or driving. Twilight and Lily were among the first to arrive by foot, but not the first refugees period. Still, they were warmy recieved into Appleoosa, the last trek through the dusty desert proving to be difficult for both of them. Tired, wasted, and running on their last canteen of water, Lily and Twilight stumbled into town almost a month after they had left Canterlot.

"Oh! Goodness! Walt, prepare some beds and get water!" Lily managed a weak smile and a thank you to the woman who rushed forth towards them. Her bouncy red curls and apron were the last thing Lily saw as she collapsed, hunger and fatigue taking their toll.

"Wake up, sleepyhead..." Lily groaned at the insistent voice. Her slumber had been dreamless, unlike most nights... She felt so slow and weak, though, and the voice wasn't helping to remind her how difficult it was to open her eyelids. "Here, drink this." A cup pressed to her lips, and Lily managed to open her lips enough to let a trickle go down her throat. She wanted more, but the small stream stopped shortly after she had started to enjoy it. The water was cool and clear, and calmed her tired and frazzled nerves. Her eyes slowly opened, and she had to blink a few times to focus.

"Whr'meye..." She groaned.

"Hon, you're in Appleoosa. Your wife told us where you had come from. Both of you are lucky. Some of the other refugees arrived in worse shape than you." The voice was warm and kind, the sort of southern drawl that Lily had heard from Applejack thick in her accent. Lily groaned and squirmed, fighting to sit up. "Easy, there... Good. Here, drink some more." Lily sat against the headboard, still clothed in the same outfit she had worn the past month. Surprisingly enough, it had remained clean... Again, Lily wondered how old these clothes were, or what magic made them act the way they did.

"Twilight?"

"Your wife is downstairs, helping out with the other refugees. I'll go get her now. You drink that, and she'll be up soon enough."

"Wife?" Lily said, blinking at the cup of cool water that was pushed into her hands. "Right. Wife... Twilight..."

"Be right back, sugar. Take it easy." Lily was left alone in the warm room, sitting against the headboard, her thoughts racing as she tried to make sense of all that had happened.

"Oh, fuck..." She groaned, remembering their flight from Canterlot, the encounter with Nyralith... The long, arduous hike from town to town, never staying longer than to scrounge enough food and maybe borrow a bed... She raised weak, trembling hands to sip at the water, feeling coordination and strength return marginally. She was laying in a small bed just big enough for her, the white sheets warm and thick. Sunlight filtered in through a paneled window, lancing across her legs and warming her further. A clock on the bedside table ticked away, and read that it was noon. Or maybe midnight, with how screwy the cycle had become... The floorboards were worn and warm, many years of feet and traffic wearing the down healthily. Whoever lived in this home, they were very kind and generous people...

"Lily!" The door creaked open as Twilight looked in at her, both women smiling as Twilight walked forward to collapse against her.

"OOF." Lily grunted as Twilight landed on her, a tangle of arms and purple hair. Still, she couldn't fight the happiness in her chest. "Missed you too, Twi..." She muttered.

"Glad you're feeling better." Twilight pulled away to kiss her softly, smiling as she stood up straight. No longer frazzled and dusty, Twilight seemed to have taken a refreshing bath. Her clothes were clean like Lily's, but her hair was the straight, luxurious fall of beautiful purple that it had always been. There weren't any bags under her violet eyes anymore. Her smile was once again radiant.

"Wife?" Lily teased, patting Twilight's stomach.

"Oh, shush you." Twilight teased. "Scootch over." Lily obliged, making just enough room for Twilight's slender hips next to hers. Twilight stretched out and leaned against Lily, sighing contentedly.

"How long was I out?" Lily asked, rubbing her face with the hand that wasn't curled up with Twilight's.

"Just over a day. These people are really nice, Lily... Everyone around here is. I asked around town, and found out where Applejack's cousin lives. Last I heard, he was on his way here to greet us."

"'s good... I need a bath. Ugh." Despite her clothes being clean, Lily felt filthy. "Ooh... I smell so bad."

"You've smelled worse." Twilight teased her with a kiss and a chuckle. Lily didn't feel in the mood to laugh, but she did manage a smile. Still, that didn't stop her from asking the next single-worded question that had been bugging her.

"Rarity?" She asked, looking down. Twilight's expression was the very definition of somber. She frowned and buried her face into Lily's shoulder, heaving a sigh.

"I got word from Dash through the link..." Lily could FEEL the muscles in her love's neck contract as she tried to swallow. "Lily, Rarity... She's..." Moisture dotted her blouse as Twilight shed a tear.

"Rarity's dead."