At the Changeling Kingdom, where some of the evacuees were taken to, Thorax and his brother Pharynx were overseeing their platoon of forces preparing to make their way towards Canterlot to aide in the impending battle with Grogar.

"Do you think this is going to be enough, Thorax?" Pharynx asked, looking over at his brother, dressed in rainbow colored armor with a scabbard containing a sword. "I mean, from what we have learned…"

"It's got to be enough," interrupted Thorax, looking back at Pharynx, also dressed in dark colored armor. "The more help the ponies get, the better. Besides, Ocellus is still there."

"She wasn't one of the evacuees?" wondered Pharynx. "But, why wouldn't she evacuate with the others?"

He then realized what Thorax was also realizing. Ocellus' bond with her fellow students had made her decide to fight to the bitter end.

"Oh, yeah, I forgot."

"The fact of the matter is we cannot let one of the youngest of us be killed," Thorax said, firmly directing his attention to the Changeling army. "We are going to do everything in our power to stop this threat which also includes Chrysalis."

The hearing of Chrysalis' name sent a roar among the Changeling forces.

"Chrysalis is in alliance with that monster?!" shouted a Changeling soldier, raising his hoof in the air. "Then she must suffer!"

"The less bloodshed the better," cried Thorax. "I don't like violence, but we may not have much of a choice in this matter. Now, we leave at once!"

Taking to the air, the Changeling army proceeded on the road towards Canterlot. At that same time, Chrysalis and General Kuwaga led the remaining Changelings still loyal to them towards the road.

"It's about time that traitor Thorax pays for overthrowing me," snarled Chrysalis to her loyal general. "Him, Starlight, everypony and everycreature who defied me will pay dearly."

"Thorax is a traitor, but lets not forget why we are doing this in the first place," advised Kuwaga. "We are acting on orders from our Emperor."

To Chrysalis, those words didn't matter. She wanted revenge and she was going to get it either way. Quite soon, they reached the road between Canterlot and the Changeling Kingdom.

"All right," ordered Kuwaga. "They are going to be arriving soon. Half of you hide in the ditch there, you half hide behind the trees."

Doing as they were told, the evil Changelings hid in the places assigned to them.

"What do we do now?" she asked her loyal general.

"We too, lay low," answered Kuwaga, suddenly transforming himself into a chipmunk with a black nose and a high pitched voice. "And then, we strike!"

Chrysalis watched as Kuwaga raced up a tree and hid himself inside it. Disgusted over his choice of creature to disguise into, Chrysalis also transformed into a chipmunk with a red nose.

"I can't believe I'm doing this," Chrysalis muttered in a high pitched voice.

…

Meanwhile, Thorax and Pharynx neared the forest, having no idea of the trap that was about to come towards them. Once they reached the forest, the deafening silence caused both of them to become concerned.

"What is it, Thorax?"

"Something's not right here."

"Do you sense something?"

Thorax didn't respond right away, but instead he turned towards his army of Changelings.

"Keep your eyes open," he ordered in a low voice. "Something tells me we're about to be ambushed."

The army did as they were told and proceeded forward as cautiously as possible. From the tree, Chrysalis and Kuwaga watched with interested as the unsuspecting Changeling army advanced.

"Oh, dear and traitorous Thorax," Chrysalis laughed in a high pitched voice. "You have no idea of the pain you are about to endure."

No sooner were those words spoken that at that very moment, a series of green magic blasts fired upon the army. This was the moment that Thorax feared the most.

"What in…?" gasped Thorax as the two halves of the evil Changeling army leapt from their hiding places and advanced towards them. The good Changelings attempted to fight back, but the evil Changelings quickly gained the other hand. Seizing the chance, Chrysalis and Kuwaga emerged from their hiding place and transformed into their normal selves.

"Chrysalis!" cried Thorax, trying to shake off a few evil Changelings. "Kuwaga!"

"Surprised you, didn't I?" laughed Chrysalis. "Finish them off!"

Heeding this order, the Evil Changelings continued their rampage, striking blow after blow on the unsuspecting Changeling army.

…

Meanwhile, at S.M.I.L.E. headquarters, Fury Swipes was immediately interrupted on whatever work he was doing as Lyra came rushing into his office.

"Sir!" she cried, trying to catch her breath.

"For Scorpan's sake, Heartstrings, what is the meaning of this?" he cried, rising from his desk chair to his feet.

"The Changelings were attacked," she gasped. "On the road to Canterlot."

This made Fury Swipes form a troubled look on his face.

"Notify Canterlot," he ordered to Lyra as he quickly dashed out of his office. "And notify Princess Twilight as well."

Dashing into the command center, he looked up and saw the location on the map where the attack had occurred.

"When did this happen?" he cried.

"It happened about 20 minutes ago sir," answered a pony S.M.I.L.E. agent. "Thorax and his brother were leading about 200 Changelings to aid in the defense of Canterlot."

The cat creature snarled in frustration upon hearing this. Immediately, Natasha also made her way into the command center, having also noticed what was going on.

"Sir," she said, handing Fury Swipes a report. "120 Changelings are reported dead."

"My god," whispered Fury Swipes, his eyes widening in shock. "Any news on Pharynx or Thorax?"

"Nothing."

"Sir," said another agent. "I've managed to get in touch with Dr. Banner at the Castle of Friendship."

Following his agent over to a radio, Fury Swipes immediately got into contact with him.

"Dr. Banner? Dr. Banner, come in!" he barked. "This is Commander Fury Swipes! Report back!"

It took a moment for the call to come through, but eventually Bruce answered.

"Commander," replied Bruce on the radio. "I read you loud and clear. What's happening?"

"The Changelings led by Thorax have been attacked."

"Changelings? Didn't they used to be evil?"

"That's beside the point, Banner," remarked Fury. "I need to have Princess Twilight notified of what is happening. Does she have a moment?"

…

On the other side, Bruce was in the Castle of Friendship when he noticed Twilight walking by with Ocellus and Silverstream having come in from working on the barrier.

"Twilight?" he said, gesturing her to quickly come over. "It's urgent."

"Wait here," Twilight said to Silverstream and Ocellus and followed Bruce into one of the castle's many rooms. "What is it, Bruce?"

"Princess Twilight," called Fury Swipes in a slightly raised voice. "Are you there? It's Commander Fury Swipes!"

"You don't need to shout, Fury Swipes," Twilight remarked, taking the radio in her magic aura What's going on?"

"Okay, I'm sorry for shouting but this is urgent," answered Fury Swipes. "A changeling platoon led by Thorax and his brother have been attacked."

This made Twilight's eyes open wide in shock and disbelief. She knew that Ocellus was standing right outside and wasn't sure how the young Changeling was going to react to her kind getting attacked.

"When did this happen?" she asked, firmly.

"Not too long ago," replied Fury Swipes. "But, you'd better go and see for yourself. Fury Swipes out."

"But, Fury…"

Twilight was interrupted by the sudden shut off from the radio. Sighing heavily, Twilight looked back towards and realized that Ocellus had been listening in.

"Ocellus…" Twilight started to say, but Ocellus quickly flew out of the castle with Silverstream watching in disbelief. "Dr. Banner, get Strange, Stark and Parker and meet me in a few minutes. I'll give you a pinpoint."

Taking to the air, Twilight attempted to follow Ocellus as they all tried to make sense of what had just transpired.

…