Plumes of sand kicked away from Fleur's hooves as she paced up and down the beach. She'd finally given up on cursing the filly's name, and had never started on cursing Twilight Velvet and Nightlight since Shining was listening, but as soon as the three showed themselves she had plenty of words stored up for them.

"Argh! Where are they?!"

"I'm sure they're coming, Fleur," Shining replied calmly. "Honestly though, I'm starting to think we should start sending Bon Bon and her team on these sorts of things. Now I think about it, why did we send my parents and Swift?"

"Because they're the least obvious amongst us?" Fleur shot back, annoyed that Shining was only having this revelation now, when Fleur had suspected a few hours ago that hey, we have professionals for this kind of stuff, why don't we send them?

"Alright, no need to take it out on me."

"If I don't take it out on somepony, I'm going to explode!" Fleur shuddered with suppressed anger, but even she, master of the poker face as she was, couldn't hide that beneath the veneer of petulant rage she wore she was deeply worried, and prayed that the filly was okay. She wouldn't say it, but Shining's parents took a major backseat where the filly was concerned.

"Would now be a good time to point out that you never gave them an exact time to be here by?" Honeydew asked as she sat quietly on the beach nearest the boat. It was unnecessary for her to be off it, but there was something about being on solid ground that she missed enough to get back on it at every opportunity.

"Yes, it is a bad time to point that out," Fleur growled back. "Besides, I said to be here when it gets dark." Fleur pointed up at the moon shining brightly in the sky, "I think we're well past that point now! It was such an easy instruction too!"

"Hopefully the others will find them on the way here," Shining said, interrupting the two mares before an argument could start. "All we can do is wait."

"What do you think I'm doing?!" Fleur half screamed. "Grah!"

"I know this may come across as fairly obvious, but they aren't here."

Bon Bon nodded in agreement with Rocky's assessment of the situation, noting as he had that there was no sign of the filly, Twilight Velvet, or Nightlight. It had her wondering why those three were being used for this sort of thing, and not themselves. Even better, they'd gotten as far as the steelworks in their search, so they'd pretty much already done the job that the three ponies were sent to do in the first place.

The steelworks themselves were lit up like a Hearthswarming tree, with spotlights filling the construction site with enough illumination to make it seem like daytime. Masses of ponies were scurrying about, cleaning up the mess that had been made earlier, and it was now fairly clear that this place was going to be very well protected until it was rebuilt. For that reason alone it was unlikely that they could do anything to prevent that.

"Should we move our search towards the city?" Rocky asked as Bon Bon hadn't made a move or noise since Rocky had spoke.

"Crème, Flicker, and Thorax have that covered for now."

"Then what are we doing?"

"The filly's, Twilight Velvet's, and Nightlight's job, in case they don't come back."

"Isn't that a bit much?" Rocky enquired after a quiet moment. "None of them have any reason to be picked up by the soldiers, or the Shades."

"Can you think of better leverage to use against Shining Armour and Princess Twilight than their parents? I can't. The Shades had to have gone looking for them by now, and must have worked out they're missing, meaning they're probably wanted ponies too at this point." Bon Bon shrugged, "I'm not saying it's a definite, but it's possible."

"Well ain't that a kick in the teeth," Rocky grumbled.

Bon Bon shrugged, "You know I'm right."

"Yeah, I know. I'm still going to be holding out hope this time though. That kid's way too plucky to get caught like that."

"Have you seen all the flattened grass leading up to here?" Bon Bon asked Rocky, motioning to the path through the vegetation that led to the steelworks. "I doubt that is just a coincidence."

"Do you have an issue with me having a little hope? Dear Celestia, I hope I'm right just to see the look on your face."

Bon Bon patted Rocky on the back as patronisingly as she could, "Don't get your hopes up big guy."

Rolling his eyes, Rocky reached back with hoof, grabbing a monocular and holding it up to his right eye as he got a closer look at the construction site. "No griffons that I can see, although I can see a couple of yaks. Weird."

"Weird how?" Bon Bon asked.

"Huh? Oh, just weird seeing yaks standing around like that, amongst ponies. Even if they weren't wearing bright colours, they'd still stick out like a sore hoof." Rocky pulled a face as he spotted a couple of ponies in the dark grey gear the Shades used, "Shades confirmed. Guess I shouldn't be too surprised they'd be investigating this."

"Well within expectations so far," said Bon Bon. "Not sure why they'd send yaks though. If anything, having them around breakables is a really bad idea."

Rocky nodded, but his mind had temporarily wandered somewhere else. "Bon Bon, it occurs to me that we've sent Flicker and Thorax into the city to do the hard job. Crème should be fine, but Flicker's half insane, and Thorax is a clueless bug monster. I think this might've been a bad idea."

"You might think that, but the reason they've gone is that they seem to be better at staying out of trouble than we are."

"What are you basing that on?"

"...I have no idea," Bon Bon said after a few seconds. "Nevermind, it's too late now, so just keep your eyes on what we're doing."

"I swear I saw her!"

Crème rushed to press her hooves to Flicker's mouth, stopping her from yelling. The last thing they needed was some soldiers coming to find out what all the shouting was about. Thorax thankfully wasn't doing anything, which was nice considering that she thought he'd be the most trouble.

"Don't shout. Really, really do not shout. Yes, I accept that you may have seen Black Rose, but you don't need to scream it in my ears in case she hears it as well."

Flicker whined and sank down as she realised what she might have done, but when she first mentioned it to Crème, the mare didn't seem to care at all.

"I'm going to release you now, and you best keep your voice down."

Flicker nodded and wiped her mouth as Crème removed her hooves. "Sorry, but you know who that is, so why aren't you worried?"

"Is getting in a panic really going to help?"

"It might where she's concerned."

Crème sighed, but kept her complaints to herself. "You know it won't. If we see her, we'll keep our distance, but otherwise finding those three is our primary concern."

"Okay, I-" Flicker stopped and pushed a hoof back through her mane, "Okay. I'm okay. Where do you think we need to go?"

"They haven't been around here," Thorax supplied helpfully, saying that he couldn't smell them when Crème raised a questioning eyebrow at him.

"You can smell ponies?"

"Changelings have a great sense of smell, although I don't think you'll like the reasons why."

"I suppose I wouldn't." Crème gave Thorax a half lidded stare for a few seconds, then shook her head. "I guess that explains why changelings were so hard to get the jump on. You think you're sneaking up on a changeling, and boom, nothing but rocks."

"Actually, those rocks were probably the changelings."

"You can change into rocks?" Crème pouted as Thorax nodded, "That might've been nice to know a few years back. Anyway, since you're so sure they aren't here, do you know where they have been?"

"Um, no, I don't know that."

"Then we'll just have to keep going until you pick up their scent, or whatever it is you do."

Thorax nodded meekly. He wasn't about to say it, because he was smart enough not to, but he could feel Crème's dislike for him. He could feel Bon Bon and Rocky's too, but they weren't an immediate problem, whereas Crème was smothering him in it. It hurt his tummy. "Where should we start?"

"If I knew more about those three I could tell you. I guess we should just head for the city centre, and hope they passed through there."

Thorax hesitated, giving Crème all the cue she needed to lead the way, not that she wasn't anyway since she knew the others wouldn't have any idea where they were going. Thankfully the streets being quiet helped them make haste, even as it increased their chances of being spotted. More than once they had to hide from soldiers.

"Getting anything?" Crème asked as they neared what she believed to be the city centre.

"A lot of ponies have been through here," Thorax replied, sounding unsure as he sniffed the air. "It's hard to tell." Thorax walked forwards slowly, his sniffing continuing in a immensely inequine manner until he reached a statue. "I think I've got them!"

"Are you sure?"

"I-I think so? The filly has quite a distinctive odour."

"What odour might that be?" Flicker asked, her curiosity overriding the fact that she really mightn't want to know.

"I think you ponies call it puberty?"

"Oh. That's kind of creepy, dude."

"Oh, sorry, but you asked me, remember?"

"Where did they go?" Crème asked, her patience fraying a little further. It frayed a little more as Thorax walked in circles, his nose close to the ground. "Well?"

"That way," Thorax said, although he sounded anything but sure. If it wasn't for the fact that he'd pointed right at a shop with a boarded over window, Crème might've told him he was wrong.

"So they stole from a shop," Flicker deadpanned. "Subtle."

"I very much doubt that was the case," Crème said back as they walked up to the shop. "Chances are it was already like this, so they decided to have a look. Maybe it's linked to the attack on the steelworks somehow."

Thorax sniffed at the door, and under it. "They definitely went inside, but... then they left again, going somewhere else."

"I think we should too," said Flicker. "If the Shades are here, and this shop is linked to the attack, then they're probably watching this place." The dark grey unicorn ducked her head as she looked about, "This was a bad idea. Crème?"

"Which way did they go, Thorax?"

Thorax started following the trail, better able to follow it as he became more familiar with what he was smelling. He increased his speed, as the lesser number of ponies that had been through the area made it even easier. If it wasn't for the others he'd have been tempted to fly, and was subconsciously halfway through the motion of spreading his wings when Crème grabbed him roughly and dragged both him and Flicker around the next corner. He was about to ask her why when she pressed a hoof to her lips in a shushing motion.

The cue taken, all three of them pressed back into the shadows, keeping quiet as a duo of stallions in dark grey garb walked past them, barely meters away. Neither of them stopped, content to keep following where they thought their quarry had gone. No breath was dared to be drawn until they were gone.

"That was too close," Crème whispered, leaning out of their cover to make sure the two stallions hadn't doubled back. "Seems you were right, Flicker."

"What now?" Thorax asked. "We can't follow the trail if they've gone that way."

"No, but I already know we're heading back towards the steelworks." Crème glanced both ways up the street, then gestured for the other two to follow her when she was certain it was safe, leading on a more circuitous route to the steelworks. "I think at this point we're going to have to assume they're not in the city, or if they are they've been captured."

"You know Fleur's going to make us rescue them," Flicker said sullenly. "I don't think we're going to get away with such a thing with Black Rose around, not after the Hayfield incident."

Crème grit her teeth at the mention of what happened at Hayfield, and how Flicker's and her own ineptitude ended up in the death of her teammate Tootsie Roll as she rescued them. Unfortunately she couldn't say Flicker was wrong either. "Do you have any suggestions?"

Flicker shook her head, not saying out loud that if this were a Shades operation, those missing would be left to their fates. "All we can do now is report back what we know to Fleur, and hope that she's reasonable in what she makes us do."

"We're not even sure they've been captured," Thorax reminded them. "Perhaps they got lost on the way back to where we were supposed to meet."

Crème laughed quietly, "Thorax, you're new to this, so I'll forgive you your naivety, but no. We always assume the worst has happened, because nine times out of ten it has."

"Surely the worst would be that they were killed?"

"While that would be bad, it isn't actually the worst. Dead ponies can't say where their friends are, while captured, living ponies, can." Crème gave Thorax a sideways smile as he thought it over, "Surely infiltration tactics and all that goes with it would be important for a changeling to learn?"

"Not like that. Besides, it's a lot easier when you can change your disguise in the blink of an eye. Changeling infiltration is more about fitting in, rather than being unnoticed, which again is a lot easier when you can look like anything."

"And the attack on Canterlot?" Crème asked, curious as to what Thorax's answer would be.

"That was a mistake, and not just because it failed. It should never have happened in the first place. Ponies aren't our enemy, but Queen Chrysalis doesn't want to think that."

"Guys," Flicker interrupted, "focus. Where are we going, Crème?"

"Past the stadium and out through the station, then looping around back to Bon Bon and Rocky at the steelworks."

Flicker stopped dead, "Are you serious? The station is likely to be heavily guarded."

"Exactly, they won't actually be looking for anyone there, so we can slip right past."

"That's stupid, and you know it's stupid."

Crème grinned at Flicker, saying nothing until the other mare sighed.

"Fine, I was tired of living anyway."

"Atta girl." The way was still clear, so Crème made as much haste as she dared as they made their way towards the station. The stadium on the way was lit up, and there seemed to be noise coming from within which seemed to be worth investigating. With a word, Thorax transformed into beetle, and flew up to the top of the stadium wall. A minute later he flew back down.

"It's full of ponies," he said once the flash of his transformation died away. "Or a couple of hundred at least. None of them were wearing uniforms of any kind, so I don't know if they're soldiers or not."

"I don't think they're Mareitanian soldiers if they are," Crème said thoughtfully.

"Prisoners of war?" Flicker asked, getting a nod from Crème.

"It seems likely, and it's a good way to keep them busy, while making groups like ourselves hesitant to attack because we'd risk harming our own. I guess they're really pulling out all the stops to get this steelworks rebuilt." Crème growled under her breath, knowing there was nothing they could really do to stop it now. "Let's just get out of here."

It wasn't a long journey to the station past the stadium, and while it was busy, there was also the unexpected sound of trains. Whatever was happening here wasn't being done in half measures to still be going on this late at night.

"Still think this is a good idea?" Flicker asked, getting a look from Crème that told her to not push her luck.

"Do you mind, Thorax?"

Thorax nodded, transforming yet again and flying up over the station. It was a similar situation to the stadium, only the ponies were being hauled out of train carriages and lined up in groups of ten or so, and chained together by metal collars to keep them under control. He watched until the carriages were empty, and the soldiers started to lead the prisoners out of the station towards the stadium.

Thorax hurried back to the others, transforming before he'd even landed to tell the others to hide. Less than a minute later the prisoners started to file past. Crème watched the procession with interest from her hiding spot under a large cardboard box she'd found, the slot in the side giving her an ample view. Many of the prisoners looked... defeated, and even though there wasn't the most obvious clue of having pegasi present, it was clear they weren't Mareitanians.

"That's the pony that broke my horn!" Flicker whispered harshly from her hiding spot in the shadows where she was mostly relying on her colouration to hide her. "There, the orange one with the blonde mane."

Crème nodded, knowing that Flicker was referring to Applejack, one of the Element bearers, and she could see the mare pass by, her head bowed. Crème shifted her position slowly to get a slightly better view, and spotted the other Bearers in the mass of prisoners, all chained up in different groups, probably intentionally.

Crème allowed herself to swear when she was sure it was safe to do so, and emerged from under her box. "Princess Twilight isn't going to be pleased about this. At the very least we now know where her friends are."

"I never thought that Faust would do something like this," Flicker said as she walked back into the light. "She's always held herself as being so morally superior, so why would she use the prisoners like this?"

"Necessity, I'd say." Crème shrugged, although she did agree with Flicker as slave labour really didn't seem like Faust's usual mode of operation. Either she wasn't aware of this, or she was desperate enough to get the ball rolling on rebuilding that she agreed to it. "We need to go."

"Why? Is there a rush?"

Crème closed her eyes and cursed, as that had been neither Flicker's, or Thorax's voice. It was a voice she recognised though, if only for it's smooth yet haughty tone.

"Unless you want me to kill your friend here, I suggest you show yourselves."

Crème walked out into the open road, followed by Flicker, keeping a short distance from the four Shades and two dozen soldiers there, the leader of whom was holding a knife to Thorax's neck in a well manicured hoof.

"You didn't think you'd actually shaken us off, did you?" Black Rose tittered. "You certainly didn't think that by having your direct route cut off that we knew you'd probably come through here. So predictable."

"Thorax, what the hell?" Crème said to the changeling, drawing a twitch of anger out of Black Rose as her dialogue was apparently ignored. "I thought you were good at hiding."

"My hiding place was already... uh, occupied. Sorry."

"It's fine. Well, it's not, but y'know." Crème sighed, and returned her attention to the pony that so desperately wanted it, and ignored Flicker as she danced on the edge of a panic attack. "So, Miss Rose, what the fuck do you want?"

"So crude," Black Rose tutted. "I don't think it should be too hard to guess what I want. I want you to surrender, peacefully, unless you want your friend here to be hurt, and then I want you to tell us where the rest of your friends are."

"Why? Couldn't you get the ones you already have to talk?"

"Excuse me?" Black Rose said with genuine confusion. Crème raised an eyebrow, subtly showing her surprise about that. At least that meant the Shades didn't in fact have the filly, Twilight Velvet, and Nightlight, so there was some good news.

"Sorry, we were searching for our compatriots in the city, and assumed you had them. Oh well."

Black Rose paused as she became conflicted, and opened her mouth to speak, only to turn it into a laugh. "You almost had me there, sending away some of my helpers here to keep searching." The smile dropped off Black Rose's face, and she tightened the blade to Thorax's neck. "Surrender."

"Why can't you just fuck off!" Flicker screamed suddenly. It was so petulant it even made Crème groan. It also gave her a chance to catch Thorax's eye as he used them to gesture towards the station. Not sure what he meant, Crème did nothing.

"Oh Flicker, you should know I'll never stop. Now I'm going to ask a third and final time, because I don't even know who this is, so I couldn't care less if he dies, meaning it's all on you. Surrender."

"Don't!" Thorax shouted. "Run!"

"Don't be ridiculous-" Black Rose started to say, but stopped as the pony in her grip lit up with a green fire that had her letting go pretty quick. When the fire cleared, the pony was gone, and in its placed was a large, four armed bear with antenna, and a large wasp-like stinger where its tail should be. "What in the world?"

"Run!" the bugbear roared, it's deep rumbling voice echoing off the buildings. He grabbed a soldier and flung him away as pair of insectoid wings buzzed to life, lifting him into the air.

"Time to go." Crème grabbed Flicker and dragged the mare after her as she gawped at the beast Thorax had become.

"What is that?" she shrieked as Thorax tore through the soldiers, bashing them against things, and each other, but making no actual attempts to kill them.

"That's a bugbear, and it's Thorax, and he's saving us, so get your hooves moving and let's go!" Even though she was occupied with fleeing, the irony wasn't lost on Crème that it was a changeling saving her. She made a mental note to apologise to Thorax for her attitude towards him, if he returned. As a pained roar chased after them, she could only hope he did.

"Not so fast!"

Crème glanced back, seeing Black Rose and the other Shades chasing after them, and thanked her lucky stars that there was only one unicorn with them. That did still leave them outnumbered, but if they could keep ahead of the earth ponies they'd be fine until they reached Bon Bon and Rocky.

The train station was mostly empty now, save for a few ponies managing the train, but none of them looked ready to chase after anything the Shades considered to be a target. They leapt down from the platform onto the tracks, and started to head towards the steelworks, following what Crème hoped to be the cargo route that went straight to it.

The four Shades weren't giving up though, and over the open ground the earth ponies gained an advantage in speed, and were already catching up. To make things worse, bolts of magic started to fly through the air towards them as the unicorn was given an unrestricted field of fire. Even though he didn't hit anything, dodging the attacks cost Crème and Flicker valuable speed.

The Shades were hot on their heels as the steelworks came into view, and kept up as they turned off the tracks and started to run up a small hill nearby. Black Rose was about ready to tackle Flicker when a pale pony rose up out of the long grass covering the hill, and struck her with two hooves on the side, winding her and sending her flying.

The shock of the attack slowed the other Shades down as they decided between helping their leader, fighting back, or retreating. Their decision was aided as a large red stallion charged at the small group, a knife in his mouth that he buried in the neck of the unicorn. After that, magic started to fly at them from one of the unicorns they'd been chasing, so they made their choice and fled, grabbing Black Rose on the way.

"I... am so happy to see you guys," Crème gasped, collapsing to the ground and rolling onto her back as she greedily sucked in oxygen. Flicker joined her a second later, only with less flair as she flopped onto her belly and stayed there. "They almost had us."

"If we hadn't spotted that unicorn flinging magic around, they might have," said Rocky. "I'm guessing it was a trap?"

"I don't think so, but I think we were spotted while we were searching."

"I see the changeling didn't make it. Pity, that."

"He just saved our lives," Crème snarled at the obviously not sorry Rocky. "He turned into a bugbear and took on twenty ponies so we could escape. I think for that he deserves our respect."

"A changeling," Rocky said flatly. "You want me to respect a changeling?"

"Yes, I do."

"Bon Bon, remind her why we don't respect changelings."

Bon Bon turned to face them, having been watching the retreat of the Shades. "Rocky, shut up. If Thorax saved them, he's okay in my book. More importantly though, was there any sign of the other three?"

Crème shook her head. "The only thing I can say is that they weren't captured by the Mareitanians. Where they actually are is a mystery though."

"Are you sure the Mareitanians don't have them?"

"Positive," said Flicker. "Black Rose wouldn't have let it show if she had, but she was confused when we mentioned them, so they're not with her."

Bon Bon waited to get a nod of agreement from Crème before fully accepting Flicker's answer. "Alright then. I think from here we can only assume they'll make their way to us in their own time. For now, we should get back to Fleur and report what we know."

Crème rolled onto her front and pushed herself back onto her hooves. "There's more. The stadium is full of Equestrian prisoners, and there were more being brought in off a train. We can only really assume that they've been brought here as labour, unless the Ponyville prison is that full it can't contain them. The Element bearers were also with them."

Bon Bon swore, knowing that using the prisoners had to be a tactic to prevent further attacks. Doubly so to use ponies as important as the Bearers. "I guess we'll have to find out how widespread this tactic is." Bon Bon tapped Flicker on the side, and offered her a hoof to stand up. "Let's go."

"What about Thorax?" asked Flicker. "We can't just leave him."

"I'll be impressed if the Mareitanians can suss out a way to contain a changeling on their first encounter," said Rocky. "If he's alive, he'll make it out."

Crème hit Rocky on the side, "Don't be a bastard all your life."

"What? You know I'm right."

"Even so." Crème swiped Rocky in the face with her tail as she started to head back towards the boat. "Flicker and I owe him, so if he doesn't come back I can assure you that I'll be going to find him."

"You better not let Honeydew know you're after her changeling."

"Rocky," Bon Bon said sternly before Crème could do anything. "I strongly suggest you knock it off."

"But-"

"Now."

Rocky nodded once, "Yes chief."

Bon Bon winked at Crème, then started to head back down the hill. They only made it halfway down when an erratic buzzing reached their ears. All of them searched about for the source, with Flicker finally spotting the bugbear that was Thorax flying towards the top of the hill. More than once he dropped in the air, barely recovering enough to continue. He almost made it when his wings gave out entirely, and he fell to the ground with an almighty thud.

He was back in his changeling form when they reached him, curled up at the bottom of a crater as greenish blood oozed from cuts and cracks in his chitin. He was still breathing, but that was the only sign of life coming from him.

"Shit," Crème cursed. "Shit-shit-shit! Thorax," she half shouted, shaking him, "Thorax, can you hear me?" If he did, Thorax didn't respond, and Crème was about to search for something to bandage him when Rocky scooped the changeling up and over his back.

"They had to have seen that at the steelworks, if they aren't already chasing him from the city. We need to get him out of here before we even think about patching him up."

"Right, okay. To the boat?"

Bon Bon nodded, "As quick as we can."

The anguish in Honeydew's voice when she saw Thorax was like a physical force, pushing the ponies bringing him back to the ground. "What did you do to him!?"

"He saved mine and Flicker's life," Crème told her as Rocky gently lowered Thorax to the ground. Bon Bon ran to the boat, intent on getting as many medical supplies as she could, although that still left the glaring problem that they knew barely a thing about treating changelings. Ignorance be damned though, she was going to try.

"Why was he in a position to need to do that?" Fleur demanded to know, pulling Crème to the side as Honeydew clung onto Thorax and cried.

"There's a lot going on in that city, and it's crawling with Shades and soldiers. They've also brought in prisoners from Ponyville, either as labour or a living shield against further attacks."

"There's yaks at the steelworks too," Rocky added as he tried to wipe the gooey green blood off his coat. "Only a couple, but they're there. Didn't see any griffons though."

"The Element bearers were with the prisoners too," Crème added to finish.

"So you got caught?" Fleur asked, her voice hard.

Crème bit her lip, and nodded sheepishly. "Black Rose was there, and she got a hold of Thorax before we could leave. He turned into a bugbear and fought the soldiers off so we could escape. Rocky also managed to kill a Shade."

"I see. I do still have one overriding question though. Where is the filly, and where is Shining's parents?"

"We don't know. We do know the Shades don't have them, or at least aren't aware of who they are if they do, I suppose. Should've thought of that sooner. Sorry Fleur."

Fleur sat hard on the beach, a move she knew she would regret later consider the places sand could get into. She watched numbly as Shining and Bon Bon did their best at patching Thorax up, but they knew it was fairly hopeless since both of them had learnt changeling anatomy by taking them apart, and neither of them knew much save what simple observation could teach them. Honeydew sat next to them, hooves over her mouth as tears streamed down her face.

After several minutes Bon Bon stepped back and sat, tossing another piles of blood-soaked bandages to the side. "I don't know how to do this. Nothing's stopping the bleeding, nothing. Chitin just doesn't work like skin.

"Need... 'nother... changeling," Thorax croaked.

"Thorax!" Honeydew cried, rushing forward to take his head in her hooves. "Please Thorax, stay with us. Stay with us! Stay with me!"

"So... tired."

"No! You have to stay awake! You have to!"

"I-I don't think... I don't think I can."

Honeydew shook Thorax gently, and planted kisses on his forehead. She pleaded with him to stay awake, but all of them could see it was a hopeless battle as his breathing became increasingly shallow. "Please, Thorax, don't go. Please don't go, I need you!"

"You'll be... fine."

"But I-" Honeydew swallowed back the lump in her throat that fought against what she was trying to say. "I-I love you, Thorax, I love you so much."

"Love... you..." Thorax drew his final breath, his body going still as Honeydew wailed. All of them there, even Rocky, had nothing to say. A changeling had just given his life to save ponies, and had a pony fall in love with him, in what was two firsts for all of them.

"Why?" Honeydew screamed, wheeling on Crème. "Why did you let this happen?"

"I didn't want it to!"

"We should never have agreed to help you! We should've just run away and lived in peace like I wanted! Now you've killed him!"

"I-I-I'm sorry! I... huh?" Crème stopped as a soft pink light started to suffuse the area, coming from Thorax.

"You're sorry? You're sorry! And that's it? That's all you have to say for yourself?" Honeydew frowned as a wide-eyed Crème pointed behind her, and she noticed the pink hue everything had taken. She turned, finding that Thorax's body was floating several inches off the ground, and glowing. "What? Thorax?"

The glow increased, turning white and forcing the ponies to look away lest they be blinded. It endured for several seconds, and when it faded, Thorax was laying on the sand again, although it could only be assumed that it was Thorax. His black chitin was gone, replaced by a green and orange shell that covered his taller body. Long diaphanous wings trailed behind him, and two large, beetle-like antlers adorned his head.

Honeydew nervously padded over to Thorax, her anger forgotten in the face of this new development. A spark of hope flickered in her heart, and bloomed into a supernova as Thorax stirred. "Thorax?" She crouched down by him and shook him, "Are you okay?"

An eye that had once been pale blue cracked open, showing the new shine of the purple eye beneath it. It swivelled about unfocussed until it stopped on the crying visage of Honeydew. "Honeydew? What just happened?"

"I'm not sure, but you're alive. You're alive Thorax!" Honeydew grabbed Thorax and kissed him on the lips, his surprise quickly vanishing as he returned it.

"Shining," said Fleur, getting the stallion's attention as the kiss continued, "I don't suppose you have any insights on this, what with you being married to the Princess of Love? Anything at all?"

Shining shook his head, a clueless expression on his face, "Not a one, but I'm sure we've just seen the power of love in action right now. Cadence would've loved it, pun fully intended. To be honest, I have no idea what just happened. This was such a rollercoaster of emotions, I'm still a little dazed. I think I might even have a spot of emotional whiplash, if that's a thing."

"Yeah..." Fleur raised an eyebrow as Crème shuffled up to Thorax, showing a nervousness uncharacteristic of the mare, although that might've had something to do with the death glare Honeydew was giving her.

"Uh, Thorax?"

"Crème?" Thorax looked around as Crème said his name, and smiled at her. "Hey, you're okay. And Flicker too. Good."

"Yeah, about that." Crème sat and knotted her front hooves together, showing her anxiety. "Thanks for that, what you did for Flicker and me. I know we haven't all been the nicest to you, so for you to go and do that when you didn't have to, that was pretty awesome. I guess what I'm trying to say is thanks, and I promise I will be nothing but nice to you from now on. The others too, hopefully."

Thorax held out a hoof towards Crème, "Friends?"

Crème nodded and shook it without hesitation, "Friends. Now I do have one question for you. What the heck happened to you? You aren't even injured any more, and you look different. Was that supposed to be like a changeling ascension or something?"

"I don't know," Thorax answered. "I really, genuinely, don't know what happened. Nothing like it has ever happened to a changeling before, that I know of at least."

"Do you feel different?"

"Yeah, I feel stronger, more powerful, I guess? It's hard to describe."

Crème smiled crookedly at Thorax, "Well whatever it is, I'm glad you're alright."

"No thanks to you," Honeydew spat at Crème. "Or any of you!"

"Honeydew, don't," Thorax said calmly, giving her a loving smile. "I chose to help them, so what happened is as much my fault as it is theirs."

"How can you say that? You almost died because of them! In fact I'm pretty sure you did die!"

"But I didn't, so it's okay. I'm not entirely sure what did happen to me, but I promise you I'm fine."

Honeydew sighed, and held on to Thorax, pressing their necks together. "I just don't want to lose you."

"You won't." Thorax kissed Honeydew again, then blushed as a throat was cleared behind him. "I think we have an audience." He turned and smiled awkwardly at the others, his cheeks still flaming. "So, what's the plan?"

"Uh..." Fleur started to say, unsure of where to begin. "Well since you now appear to be a changeling alicorn of sorts, I guess we can put you into the okay category, meaning we still have a bunch of bad news to deal with, and three missing ponies."

"Look out below!"

Fleur looked up in time just to see the filly falling towards her, wings outstretched in a glide that would've been more impressive had she been more in control. As it happened, she had the exact amount of control needed to crash into Fleur and send her bowling over into the sand.

"Pfeh!" Fleur coughed, spitting out sand that had ended up in her mouth as she'd face-planted onto the beach. "What the hell, filly?"

The filly stood, shaking sand off her. "Sorry. Guess I'm heavier than I thought, although you could've tried catching me."

"I barely had time to do anything! And where the hell have you been?"

"Notralis, home of the thestrals."

Fleur had been prepared for a great many places and excuses then, but the simple and honest delivery of those five words stunned her, and all she could manage to utter was a dopey sounding "Huh?" It was made better when a half dozen thestrals landed on the beach, two of them pulling a cart holding Shining's parents, and a thestral Fleur knew well enough to be pleased to see.

"Good evening, Director, General," Greywhisker said to Fleur and Shining. "It's good to see you both well."

Shining spoke before Fleur could, although his answer was no less confused for getting there first. "Greywhisker? What are you doing here?"

"Returning some ponies that belong with you, and I also wish to talk to you. First though, I very much recommend you get out of here. We weren't the only ones to see that flash, and there are soldiers on the way... here." Greywhisker swallowed as he saw Thorax, "What's that?"

"That's a changeling," Fleur answered him, "although we have no idea why he looks like that ourselves. Please don't try to kill him."

"That's the gayest looking bug I've ever seen."

"Or insult him." Fleur cocked her ear as a distant rumbling entered it. "Time to go I think. Crème, get on the helm, and let's get out of here."

They'd just had time to wave at the soldiers arriving on the beach before speeding away into the darkness. It couldn't be much longer before the Mareitanians started to figure out how to use boats of their own, but until then, they could enjoy their immunity.

"So what did you want to discuss, Greywhisker?" Shining asked, leading the Captain down into the living quarters of the luxury yacht where Honeydew was still with Thorax, making sure he was still there and alive by clinging onto him. Most of the others didn't know what to make of what happened, and seemed to be content with not questioning it. "Thanks for keeping my parents and the filly safe by the way."

"You're welcome, although was more a happy accident than anything, since it led me to you. Mostly, my thestrals were wondering why they were spying on the steelworks after we had attacked it."

"That was you? I guess you're still fighting then?"

"Partially," Greywhisker sighed. "Mostly it was a test to see if any griffons would be sent there. There was not."

"So they are gone then."

"So it seems," Greywhisker nodded. "Our scouts spotted two groups flying towards Griffonstone a couple days apart, but when they investigated the city, there weren't any Bloodfeathers or Golden Claws. We suspect they may have gone to Griffonia."

"But the Princesses are there!" Fleur exclaimed. "Faust must've caught wind of it and sent the griffons to apprehend them."

"Good luck to them then," Greywhisker said with a shrug. "I doubt the Mistress would go down without a fight, and neither would Princess Twilight. Personally, I'd come to the conclusion that Theron had gone to enact whatever plan he had against the Emperor, although I didn't know the princesses were there. After Canterlot, I'd assume they'd be in hiding."

"Princess Celestia is still captured as far as we know, but the others have escaped Faust's notice for now, and are now trying to forge an alliance with Griffonia in an attempt to stop Faust." Fleur smiled as Greywhisker raised his eyebrows, "It's been a busy couple of weeks."

"So it would seem." Greywhisker looked up and nodded his thanks as Twilight Velvet brought him and the others a drink. "I'm afraid none of us are in a position to worry about the princesses at the moment, so they shall have to look after themselves. The attack was also done to distract the Mareitanians away from searching for our home. If they find Nostralis..." Greywhisker shook his head silently, unwilling to say the words.

"We understand," said Shining. "I imagine Nostralis is probably the only place in Equestria not under Faust's control, so keeping it that way would be good."

"Not least because I can easily imagine Faust's opinion of thestrals considering what she thinks of Luna." Greywhisker shuddered. "We would also like to fight back, but we're stretched thin as it is with having to gather intelligence and protect our home, as well as keeping it supplied, which is why I'm glad we found you. If you're willing, if you put your efforts into gathering intelligence, we'd be happy to strike any targets you can give us, since we'll have one less thing to do."

Fleur gave Greywhisker a crooked smile, "We'd happily work with you in any capacity. To be honest, I'm just happy to know we're not alone in this. If you want us to gather intelligence, that's what we'll do, although we'll have to try and find a way to cover all of Equestria to be fully useful."

"Anything is appreciated."

Bon Bon cleared her throat, grabbing their attention. "If you don't mind my asking, Captain, who or what exactly is searching for your home?"

"The army," Greywhisker said slowly, unsure of who else it could possibly be.

"And the Shades aren't involved in any capacity?"

"Our scouts have seen a few of their agents around Hollow Shades."

Bon Bon nodded, now sure of what their next move had to be. "The Shades are getting their noses too deep into everything, and it's about time to take a bite back. If you want Nostralis to be safe," she said to Greywhisker, "and if you want proper intelligence," she added to Fleur, "then there is only one thing to do. We need to destroy the Shades. Cut off their head, destroy the body, and burn the rest."

Fleur made a face, but agreed entirely as the Shades always seemed to come into everything that they did. She looked to Shining and Greywhisker, silently seeking their opinion, and got two nods in return. "Very well, although I have no idea how you intend to do that."

"Simple." Bon Bon grinned at them, "Step one is killing Black Rose."

"And what's step two?"

"Killing the rest of them. The fun part is, we can even start step two before step one is done. It really is the perfect plan."

"It's also the shortest plan. You can't actually be serious, can you? The Shades always seem to have the upper hoof, while we always seem to get by on luck, and miracles," Fleur finished, thinking of Thorax.

"This'll be different. Right now we know Black Rose is in Fillydelphia, and is also investigating the attack, which might lead her to the thestrals, and eventually their home. If we take her out, the investigation slows, the thestrals stay safer, and we kill the biggest threat to us, and I know you're going to say it's dangerous, but this time it'll be different. This time, it's us going on the hunt, not the other way around."

Fleur wanted to say no. Very, very much so, but that was also the cowards path in this case. High risk, high reward was the name of this game, and even if they made no moves, they were still playing it. "Alright, permission granted, but I want to make one thing very clear. If you're not sure you can do it this time, you give up and try again. Doing this is enough of a risk without adding to it."

Bon Bon saluted, "Understood."

"Then get yourselves prepared, and Flicker?"

"Hmm?" Flicker looked up at Fleur, having not been expecting anyone to talk to her. "Yes Fleur?"

"You have until tomorrow night to relearn how to fight with your magic. I will not have you going in with a handicap, is that clear? Your horn is healed, and you're away from Faust's mind control, so you have no excuses now."

"Actually," Greywhisker interrupted, "I have an idea if you want a little extra insurance for Miss Flicker there. There's a private medical centre in Baltimare that was hired to do some of the crystal implants. It's currently empty, due to how things are in Equestria right now, but they are still fully stocked as far as we know. We haven't had the time to go there ourselves, but if you put going after Black Rose off for an extra night, that place should have crystals to protect her with, as well as medical supplies my thestrals sorely need."

"And you can help us do that?"

Greywhisker shook his head, "Until the Mareitanians give up searching for Nostralis, I'm unwilling to go that far. It shouldn't be a difficult task for you though, and we can meet back around here tomorrow night."

Fleur groaned internally, but nodded. "Alright, we can do that. Bon Bon?"

"We'll get it done, ma'am. Hopefully Black Rose will still be in staying in Fillydelphia a little longer. Although, if Captain Greywhisker could put a couple of his thestrals on finding out where the Shades have based themselves, that'll speed things up on our end considerably."

"I'm sure we can manage that." Greywhisker finished his drink and stood, a smile on his face. "Feels like we're actually making some headway." He started to head back out onto the deck, when he remembered something. "Almost forgot. Your young filly mentioned that you wanted an extra flier for recon, and we have a volunteer if you want them."

"Uh, sure," Fleur said, a little surprised by the change of topic. "Who is it?"

"Shadow Seeker, whom I know you're familiar with. I know she's injured, but she's more than capable of flying around for scouting purposes."

"Injured?" Fleur asked. She'd barely paid Shadow much attention other than to acknowledge she was there with them, but she hadn't noticed she was injured. It wasn't until she followed Greywhisker back on deck and saw Shadow chatting with the filly that she learned exactly what he meant. "Oh. Oh Shadow, I'm so sorry."

"You mean you don't want me?" Shadow sagged and lowered her ears, "It's fine, I get it, I'm useless now. Can't even do a non-combat role now..."

"I meant I'm sorry that happened to you. If you're still able to fly, you're more than welcome to join us as an extra pair of eyes in the sky."

"For realzies? Yes!" Shadow grabbed the filly and pulled her into a bone crushing hug, "This is going to be so awesome!"

"Back here tomorrow night then?" Fleur asked as Greywhisker took off, the remainder of his thestrals taking off with him.

"Somewhere around here. My thestrals will find you. Good luck."

"You too." Fleur watched for a moment until they were out of sight, although that didn't exactly take long in the dark, then spent a moment looking at Shadow, her imagination filling in the gaps as to why she seemed so down until right now. Then she thought fleetingly at Thorax, although he still didn't make any more sense to her. Lastly, she stopped on Crème. "Set course for Baltimare, Crème, we have a hospital to steal from."

"Aye aye, Captain." Crème spun the wheel, then stopped. "Wait, what?"

"You heard me. Filly, raise the jolly roger, it's time for some pirating."

"Uh, it's already raised," the filly said, pointing to the flag fluttering in the wind. "I haven't bothered to take it down."

Fleur sighed, dismayed at the lack of theatrics her crew displayed at times. "Whatever, let's just go."

Author's Notes:

Thorax is now the prettiest of all the bugs. This will have significance at some point. Just not now where I'm failing to provide adequate character responses to it.