Author's Notes:

Hey everyone. This was a chapter that I enjoyed writing. Particularly because it is one of the more darker chapters in the fic. However if you red up to this point without feeling uncomfortable, you should be fine.

Anyway, enjoy!

As the auto carriage pulled up to the wall that hid the entrance to Lunas hideout. Twilight stepped out, and prepared to open the door. It was then she noticed something off to the side, in the bushes. Had something followed them? Twilight drew the weapon she had just acquired.

"Who's there? Show yourself!" She then heard a plea.

"Don't shoot! I'm not hostile!"

Out of bushes stepped someone that Twilight recognized almost instantly. It was Thorax. King of the Changelings. He hesitantly put his hooves up in a surrender, and awaited the worst. He looked absolutely broken, both physically and emotionally.

"Thorax...? What happened to you?" Twilight lowered her weapon and rushed to hug Thorax.

"It's been awful. After I just barely escaped the invasion of the hive, I've been alone just trying to survive. Sometimes I go for days without food, and on nights I feel so cold and miserable."

The bruise marks, dirt, and rags on the changeling were evident enough that he had gone through a lot, and quite possibly needed help more than ever.

"Oh you poor soul. Lets get you inside so we can get you proper care."

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Thorax chugged down the 3rd bucket of water that he had been given. It was clear that he had not had a proper diet in a long time, but all the water he was consuming made it look like he was almost at the point of dehydration. Strong heart sat next to him, with Braeburn to her right. Being the only other non pony in the hideout, it made her feel very sorry for Thorax, that he had to endure being hunted by Neighsays forces. She put a warm blanket over him, and gave him additional comfort.

"I'm really sorry that you had to go through this. No creature should have to be persecuted because they aren't ponies."

Thorax wrapped himself in the blanket, trying to weed out the cold that had planted itself deep into his carapace and bones.

"Th.. Thanks.."

Twilight walked in and turned her attention to the changeling.

"How long were you out there?" Twilight asked.

"I... I don't know.. Feels like weeks since I escaped the invasion of the hive."

Twilight remembered what Shinning Armor told her.

"Do you know what it's like there now?"

"Not.. Really.. When we were losing ground in the battle, Pharynx and the others were able to hold the attackers off enough in order for me to get away and get help. But I haven't been able to find anycreature who is able to help me, let alone the hive."

Thorax put down the bucket and held the blanket closer to him.

"Well why didn't you just change into a pony and hide amoung the townsfolk?"

"If it were that easy, I would've done it. It's just... The NEM has this special soldier that is designed to hunt down changelings that hide among the general population..." Thorax shuddered. "Inquisitors...."

Shinning Armor came into the room, hearing what Thorax had just said.

"Inquisitors are specialists in rooting out non pony runaways and refugees. They wear a specialized device that allows them to spot changelings, even those who have changed form."

Inquisitor, Twilight had read about that word when the world was still normal. It refered to a pony of inquiry that sought out those guilty of heresy, and would punish those with extreme prejudice. It was no wonder they made Thorax nervous.

"Well we are glad we found you. Hopefully you can give the Yaks and the Dragons hope with the knowledge that the ruler of the Changelings is still alive."

Thorax's attention was grabbed. "Wait, Ember and Rutherford are still fighting Neighsay?"

Shinning Responded. "Yes. I would try to contact them myself, but we don't have the kind of communication, plus even if we did, there is no way that the Dragons or the Yaks would want to talk with the former Equestrian Royal guard Captain, especially with how Neighsay warped thier views on ponies."

Indeed, Thorax did have a better shot at sending the message of Twilights resistance to them. However given the state that he was in, Thorax didn't have the confidence to negotiate.

"I'm sorry... I just feel so weak and broken that any hope I had is gone... Well, until I found you that is.."

Twilight then thought about the hive. Now that they had a resistance going, then surely there were more prisoners there that would be able to join thier cause.

"What about Pharynx? He can certainly help us."

Thorax just held his head low. "Don't even bother. They probably killed him by now."

Twilight spoke up. "I don't believe that! Your brother would never go down that easily! It's worth a shot!"

Luna then stepped in, and gave her thoughts on the matter.

"While it most certainly is a risky move, having additional changelings on our team is most certainly beneficial."

Thorax looked at Twilight, then at Luna. "I don't know how successful you will be, but if you're willing to risk your life, then I can't stop you. I just want to know something..."

Twilight was already set on infiltrating the hive.

"Shinning and Twilight will go, I'll stay here and make sure you remain safe."

Thorax thanked Luna, and Twilight headed out to met Shinning armor by the auto carriage. This may only be her second mission, but that didn't make it any less important. Twilight promised herself that she would bring something back, no matter what the cost.

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As the auto carriage drove over a large hill. The hive came into view. She hadn't been here since she and all her friends were captured by Queen Chrysalis, but Starlight had told her that Thorax had really improved things since thier last visit. She told her of all the lush green plants, and blue structures that dotted the land, as opposed to the black mound in the middle of a barren wasteland. It certainly sounded a lot nicer. Now, things have changed yet again, only this time, it was for the worse.

Twilight did see the blue structures and lush green plant life that Starlight had told her about. Only they weren't as prevalent as she made them out to be. Most of the area was covered in those grey metal buildings that Twilight had seen in appleoosa, including one that was built into the wall of the hive. A large fence surrounded the entire area, dotted with several metal towers. Twilight wasn't sure if they were meant to keep somecreature out, in, or both.

Shinning then bought the carriage to a stop, about a good mile away from the fence.

"This is as far as I can go Twily, if I get any closer, we will be spotted."

"It's fine. I can make it from here." Twilight put her mask on, and continued alone to the hive.

After multiple evasive maneuvers of dashing into bushes and avoiding spotlights, she got close enough to the fence that surrounded the hive. Upon further inspection, she noticed it was not an ordinary fence, but an electric fence. The NEM was certainly trying to keep this place secure.

Twilight could try and fly over it, but before she could, she had to find a concealed place to keep herself hidden. She trotted down the fence, looking for somewhere to enter. The plants that the changelings left behind made it easier for her to move undetected, even if there were much less of them around.

Eventually Twilight found a good place where she could fly over the fence without being detected. A good leap assisted by her wings to get her over was all she needed. Once she was in, she ran over to a series of boxes and barrels that were against a large metal wall. The boxes were empty, and there was no indication of what they once contained.

Suddenly, a door opened a short distance down the wall. Twilight hid herself inside one of the boxes and peeked out a small hole. Out of the door stepped a male unicorn. Only instead of the NEM armor that Twilight had once seen before, he was wearing a red robe, and a strange optical device. If she had to guess, this was one of the inquisitors that Thorax mentioned before.

His face was also not covered, showing a stern look on his face. As he was about to walk away, Twilight slipped on her front hoof a bit, making a soft noise. Unfortunately, it was enough for the inquisitor to hear her.

"Who's there?" He asked.

Twilight readied herself as the inquisitor walked towards the box. Once he started to lift the lid, Twilight popped out, slit his throat, and pulled him inside with her. As blood started to spill from the inquisitors neck, Twilight came out of the box, and closed it. Hopefully nopony would notice the corpse soon. Twilights attention was turned to the door that was just opened a moment ago. She entered it, and followed the leading hallway.

This place was a bit similar to the lab that Twilight was held in. The corridors were dark and unsettling. Fortunately for twilight, she was prepared, and had what she needed to defend herself. The hallway then split into three sperate paths, with a small set of rails going to twilights left and right. Was this some sort of minecart rail? Twilight followed the tracks to the left, hopefully they would lead somewhere. Eventually they did, to a door that peered to the right.

Twilight opened the door using some sort of key card that she picked off the dead inquisitor. The door opened, and twilight was met with a disturbing sight. A series of cages were all laid out in the room. Some were lined up against the walls, some were stacked in the middle, others were suspended from the ceiling. It was clear that this was some sort of dungeon, but it looked far worse than those twilight was familiar with.

Almost every cage had a changeling trapped inside, and given the awful stench of the room, they were being kept in less than sanitary condition. Not that dungeons were known for such accommodation, but this was something else. As Twilight walked through the room, one of the caged changelings noticed her.

"Hey! We're all trapped in here! Help us! Please!"

Twilight turned her head, and saw a turquoise male changeling grabbing the bars and giving her a worried look. None of the other changelings cried out for help, as thier spirits seamed to have been broken long ago. Twilight walked over to the terrified changeling and addressed him.

"What happened to all of you?"

"Oh... It's awful..! The ponies in red started rounding us up, separated us from our loved ones, and threw us in here!"

Twilight noticed that the changeling had bruise marks all over him, it was clear that they were being abused.

"What have they done to you?" Twilight asked.

Instead of giving an answer, the changeling just backed into a corner, held his legs close and started to sob. A puddle of urine was visible in another corner of the cage, whatever the changeling went through, it was much too horrible for him to talk about. As much as twilight wanted to help, she couldn't risk blowing her cover in such a restricted area.

She continued following the rail to the end of the room, which led to another door. Upon opening the door, Twilight was inside a large shaft that contained an elevator in the center. After putting the pieces together, the rail that Twilight was following was used to transport cargo. No doubt some of the caged changelings were among them.

Twilight headed up the shaft, which was evidently part of the old hive. Lucky enough, she came across a sign of the compound. One room, labeled, "Heavy Containment" caught her interest. If Pharynx was alive, that certainly has to be where he was being held.

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After a good climb to the highest floor of the hive turn prison compound, as well as avoiding many guard ponies, Twilight reached a large metal door with several bars across it. This had to be what she was looking for. She scanned the key card, but it was rejected. Apparently Twilight would need a more authorized card if she was going to get in.

There was another door that Twilight was sure she could open. It led to somewhere simply known as, "The Lab". That didn't sound good, and indeed it wasn't.

When Twilight opened the lab door, a horrifying sight greeted her. A series of machines were running on a floor beneath a walkway that she stood on, making the room look more like a factory than a lab. Up ahead to her left, Twilight saw a green female changeling being lifted up by her arms. Her legs were bound with shackles, and her back was to the wall, which was dripping with blood.

"No! No! Let me go! Help! Help me please!"

The changeling thrashed against the chains that held her arms and legs in place, yet they did not budge. A robotic arm, positioned a long needle facing the changelings chest, which sent her into a hyperventilated panic. As tears begun to form along her eyes, the needle jabbed her causing her to let out a loud scream.

The syringe extracted what looked like blood, but it was hard to tell from Twilights position. The changeling thrashed about, changing into several ponies, and even other changelings. After about a couple of seconds, the changelings color went from green to grey, and any sort of life she was holding onto had been sucked dry.

The changeling hung her lifeless head as the syringe removed itself from her body. The floor beneath her opened, revealing many more grey lifeless changelings, who most likely suffered the same fate. The shackles unlocked, and the changeling fell into the pit. Twilight was beyond horrified. They weren't just imprisoning changelings, they were slaughtering them. She didn't think that Neighsay would try to drive an entire species to extinction, but she was wrong, dead wrong.

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While the terrorfying killing of the changeling was going on. Twilight was able to make her way to an adjacent room, this one had one inquisitor, and a NEM soldier, only his armor looked much different.

"This new set of armor is imbued with the changelings ability to change into another creature. With any luck, our soldiers can use them to disguise themselves as the enemy, and infiltrate thier lands."

The inquisitor then gave instructions to the armor wearer.

"Id like to see you change into a yak ." The armor bearer then took on the form of a yak.

"Very good. But can you act the part as well as look it?"

"Yak smash puny ponies! Yaks will wipe out pony kind!"

Twilight knew that was not how yaks behaved. Though in this world, she wasn't sure if that was the case anymore.

"Excellent. In due time, we should harvest enough changeling magic to produce multiple sets of this armor. I'll make sure that they get to the Yakyakistan front."

As soon as both ponies started to leave the room, Twilight backstabbed the one wearing the armor. Thankfully her blade was able to penetrate it. She the slashed the inquisitors throat, and watched as he feel back gagging with blood spewing from his neck. After seeing what they did to that changeling, Twilight didn't care how they died.

The smaller lab contained several machines, as well as what appeared to be an examination table. On it, was a changeling with its chest cut open, and many of his organs gone. Twilight just hoped that the autopsy wasn't done when he was alive, though due to the shackles that held him to the table, it most likely was. Twilight searched the room for a higher tier key card, and luckily enough, one was on the dead soldier. She took it, as well as the armor that he was wearing. It was going to be put for better use than killing yaks.

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The armor Twilight had just stolen made it much easier to navigate the facility and get to her destination. Just as she hoped, the door to heavy containment opened when the upgraded card touched the receiver. This room looked similar to the prison room with all the cages, only there were much fewer cells, and they were metal doors rather than bars, making them look like solitary confinement cells.

There was also a multitude of torture devices in a separate chamber including a table with specific tools laid out in orderly fashion. These were some sick ponies that ran this place. At the end of the room was a large metal door with a slit. Twilight looked into it, and surely enough, there was who she was looking for. Pharynx.

Twilight wasted no time getting the door to pharynxs cell open, which prompted him to look up at Twilight, who was still wearing the armor.

"What do you want now? Leave me alone..."

Pharynx was bound in wall shackles that held his arms up, locking him into a sitting position. Twilight removed her helmet and spoke.

"Pharynx, it's me Twilight, I'm here to get you out."

Pharynx couldn't believe what he saw.

"Twilight...? How... How did you get in here? I thought that you had been killed!"

Twilight unlocked the wall shackles.

"No time to explain. Thorax is waiting for you back at our hideout."

"Thorax is alive as well?" Pharynx asked.

"I know that I helped him escape, but I thought for sure that Neighsays army would've found and killed him after a couple days."

Twilight helped Pharynx onto his legs and escorted him out.

"He's fine, but he's very worried about what's happened. He will be relieved to see you again."

Pharynx was more than eager to leave, but there was a concern on his mind that he wanted Twilight to hear.

"Wait. I can't leave yet."

"What? Why?" Twilight asked.

"You've seen how they treat changelings here haven't you? It's horrifying." Pharynx then pointed to the tools on the table.

"Those are some of the many forms of torture that we had to endure. If I was able to get away, imagine how the guards would react."

He had a point. Only problem was, there was no way they could fit a whole bunch of changelings in one auto carriage. Then Twilight remembered something she saw on the map from before, on the lowest level, there was a large room labeled, Loading bay.

"If I can use this armor to pass as a guard, then maybe I can get the prisoners out through the loading dock!" It was risky, but Twilight was sure she could pull it off.

"That sounds too dangerous, but at this point, my subjects would do anything to get out of here. Lets do it."

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Twilight escorted pharynx back out to the electric fence where she came in from. To make sure that he wouldn't be spotted, twilight also took down one of the search towers that scouted the outside area. Pharynx was instructed to meet Shinning Armor on the other side, and tell them about her plan. Twilight also freed three additional changelings from the cell block, and told them to leave the same way Pharynx did. She knew that the auto carriage could hold at least 5 creatures.

Twilight then made her war to the loading dock. It was by far the largest room in the whole facility, with cranes that were used supposedly to load things onto the barges, which by the way were much longer that Shinning's auto carriage. Twilight then noticed a large truck like auto carriage with a large cage on the back, which was big enough to hold around 20 something changelings. That would work.

Twilight made sure to dispatch of any guards and inquisitors that were present in the room, as well as to hide the bodies, it was only a matter of time before they realized what was going on. She went back to the holding cell and begun to unlock the cages. Twilight also made sure that no guards would come between her and the changelings. Despite her disguise, it would be near impossible to pass as a guard, especially with 20 something freed changelings following her.

She led them to the loading bay right to the caged auto carriage. Once they were all inside, Twilight got into the drivers seat. A switch built into the dashboard allowed her to open the garage doors. It was then that she heard something she had hoped not to hear, the alarm.

Twilight didn't have a second thought as she put the auto carriage into full throttle and drove toward. She didn't even wait for the door to fully open, and as such, the sides of the vehicle scratched them a bit. Twilight had seen how her brother operated thier auto carriage, and picked up some pointers. However this was still a stressful situations.

"Intruder Alert! Multiple personnel dead! Changelings attempting escape! Stop them at all costs!"

Twilight put full speed at the direction away from the hive. Once she got a sight of the checkpoint, she charged right into it. Beams were fired at her, and she hit a guard on the way put, but they were out. But the fight was far from over.

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Approaching her from the right was Shinning's auto carriage, with Pharynx ridding on the left side. He then flew from Shinning's vehicle to Twilights, and got in the passenger seat.

"Twilight! I'll take the wheel! We have Saberbolts inbound! We need you to hold them off!"

Twilight swapped seats with pharynx, and flew out of the vehicle. Looking back, she could see several pegasi wearing red armor and saddles with guns attached to them flying towards her. These must be the NEMs equivalent to the Wonderbolts.

Twilight readied her horn with magical energy and flew in their direction, firing beams as she got close enough. One bolt was hit and went down, the others shot magical beams in Twilights direction, causing her to perform areal maneuvers. Twilight was not as skilled as rainbow dash when it came to flying, but did learn a few things from her.

She did a reverse to face the Saberbolts, and saw that they were not targeting her, but the auto carriage that carried the changelings. They shot the back door open, and the changelings all did thier best not to fall out. Twilight tried to intervene, as she shot at the Saberbolts, knocking some of them down. She also grabbed one of them aggressively and snapped his neck.

After a short scuffle, the Saberbolts retreated. Twilight flew back to the back of the large auto carriage.

"Are you all ok?" Twilight asked.

"I thought we were going to die!" One changeling claimed.

"Once they started shooting us, several were injured, and even fell out the back. I don't think they survived the fall either."

There certainly were fewer changelings in the back of the vehicle than when twilight first loaded them on, suggesting that some died during the escape. Twilight was disgusted at the fact that rather than target her, the Saberbolts chose to go after innocent changelings. How could they be so heartless? It was too late to go back now, and despite rescuing several changelings, his brother included, Thorax was going to be devastated once he learned about the fate of the hive, and the atrocities committed there.