The all too familiar pink mist spewed forth from the balloons towards the crowds of ponies. Those who were closest didn't even have time to scream before is overtook them and those who were farther away were almost trampled by the panicking ponies. Rarity reacted with her usual finesse and grace.

"AAAAAAAAAAHHHHH!!!"

Everypony else reacted in a similar fashion.

"On no!" Rainbow Dash cried.

"Look!" Twilight gasped.

Out in the square things were starting to happen. Ponies all over the crowd suddenly burst into puffs of green magic which melted away to reveal their true forms. Changelings, they had somehow snuck back into the city during the presentation and had been hiding in the crowd. The pony who had been talking with Princess Celestia was wrapped in a column of green magic, the echo of evil laughter reaching out through the magical fire. Out of the column burst the Changeling Queen, Chrysalis.

"Oh my!" Fluttershy squeaked in alarm and hid behind Applejack. "What are we going to do?"

"I'm afraid we have bigger problems right now." Luna noted with a worried expression. She pointed at the crowd. "Look!"

The Queen rose into the air and was quickly joined by her subjects, the buzzing of their super-fast insect wings almost drowning out the screams of panicking ponies below. The Changelings continued to fly into the air above the square and to Twilight's horror; she realized that they were escaping the mist that spread out under them. Chrysalis laughed viciously as she looked down at the group.

"What do you want, heathen?!" Luna shouted at the Queen.

"I heard that you ponies experienced a bit of an, how should I put it? A lovers quarrel. So what better time to enact my glorious revenge than at your celebration?"

"But how did you learn the recipe for the potion?" Applejack asked.

"Oh...All it takes is a little memory..." She said ambiguously. A Changeling floated up beside her and grinned evilly at the group, briefly transforming into a royal guard and back again. "Now, why don't you surrender to me as well as to your feelings? It's easier that way."

Below her the love mist had rapidly covered the square and was moving towards the group.

"I hate pink." Spike groaned and braced himself for impact. The others did the same. A strange force grabbed Spike and dragged him, and the others, back through the, suddenly open, castle doors. They fell onto the floor and the doors magically slammed shut. Behind them stood Princess Celestia; a very serious look on her face.

"Okay..." Spike was the first to speak. "I just want to point out that I didn't do it this time."

"This is bad." Twilight mumbled frantically. "This is really bad!"

"Calm down Twilight." Applejack said. "We need you to stay calm."

Celestia nodded grimly. "Applejack is right, Twilight. The last thing we need right now is anypony losing their focus, especially you."

"We need to get out of here!" Rarity said. Bon Bon and Lyra nodded in agreement.

"Yeah! I don't want to fall in love with my friends again!" Rainbow Dash exclaimed. "It's weird..." She added quietly.

"Oh come on, there's no reason to be all panic-y!" Pinkie said happily, despite the current situation she still held a cheerful disposition. "We still have that bad smelling antidote, right?"

A bottle levitated up to the Princess's face. It contained a dark green mixture that looked like it was more pulp than liquid. She shook it approvingly. "I decided to always keep an emergency supply." She stated.

Spike leapt up and snatched the bottle from Celestia's magical grasp, a determined look on his face. "Then let's just take care of this right now!"

He ran to one of the castle doors and pulled it open with the help of his friends. Outside most of the screaming had stopped, and had unfortunately been replaced with silence. The swarm of Changelings was bigger than before and even angrier; Chrysalis noticed Spike and laughed mockingly as he stepped out. Spike ignored her, raised his arm, and tossed the bottle into the creeping mist. Spike could hear the splintering, and breaking of glass and waited for the antidote to take effect.

And waited.

And waited...

"Um..." Spike mumbled.

Chrysalis was laughing so hard that she needed a couple of Changelings to support her. The mist remained the same though, continually inching up the steps towards Spike.

"Ha! Did you really think you could fix it just like that? When we recreated the potion I added a few ingredients so you wouldn't be able to do something like this."

Spike could only reply with a disbelieving gurgling noise from the back of his open, hanging mouth before he ran back into the castle, slamming the door shut and locking it up. The group could still hear Chrysalis laughing through the large, stone doors.

"Wow, she must have heard a pretty funny joke." Lyra sarcastically guessed.

"Yeah... the antidote didn't work." Spike said, his voice quickly filling with panic. "They did something to the love potion and now the antidote isn't working!"

"I was hoping this wouldn't happen." Celestia said quietly. She walked to one of the windows and peered out at the large expanse of pink, in the light of day it almost seemed to shimmer, like glass. "She's modified the potion. The antidote isn't working because it's doing the opposite of what it should." A column of mist suddenly shot up into the air. "It's creating more mist."

"What do we do?" Rarity asked.

"We must strike down this charlatan now before things get any worse." Luna spoke up in her loud, commanding voice. "We must act quickly though, before she gets the crowd to fall in love with her."

"Citizens of Cantelot!" The voice of the Queen boomed outside. "Look upon me, and despair!"

There was a moment of silence before muffled cries of affection were heard through the doors.

"I love you!"

"You look absolutely beautiful!"

"I really like your mane!"

"Too late." Spike said.

Luna lost some of her confidence at this. "Oh..."

Bon Bon looked to Lyra and felt a kind of solace. "At least we're all together."

The usually sensible Twilight was freaking out by this point. If she had hands, she would be biting them down to the nub. "What do we do now?!" She half asked, half sobbed.

"Twilight!" Celestia shouted at the student. She was trying to appear confident like always but her mask, and everypony else's, were starting to crack. "We mustn't panic. The only thing we can do now is hold up in the castle and change the antidote so it will affect the love potion once again."

Fluttershy suddenly spoke up, much to the surprise of her friends. "Um, are you sure those doors will keep them out?"

Celestia shot her sister a wary glance. "Luna, you did reinforce the doors like I asked, right?"

"Of course!" Luna replied. "Why, the only way somepony would be able to break through is if they were as powerful as you or me."

A explosion suddenly struck the opposite side of the doors, they held firm but a large crack formed on one of the doors, running from the bottom to the top. Celestia glared at her sister again.

"Love power..." Luna nodded slowly, understanding. "Right."

"This is your last chance, ponies!" Chrysalis shouted. "No wait, scratch that. I want you to suffer!"

Celestia looked sternly at Twilight and her friends, her horn lighting up with a golden aura. "Change of plans; Luna and I will hold them off as long as possible. Get out of the city and make a new antidote!"

Twilight watched her teacher with concern. "But-"

Celestia's horn glowed dangerously bright and the ponies were forced to close their eyes. "Go!" She shouted and in a flash of light, the group of ponies, and Spike, were gone just as the doors to the castle were magically forced open. Chrysalis sauntered in, head held high and no fear on her face. Behind her the mist crept through the doorway and clung around her dark grey hooves. She grinned at the princesses as they took defensive stances.

"Well?" She questioned. "Are you going to surrender to me or not?"

"You have to catch us first." With a sly grin, Celestia channeled her magic once again and was gone in another flash of light, leaving a scorch mark on the marble floor. Luna took one look at the burn mark, then at Chrysalis, and sprinted towards the stairs.

"Fine." Chrysalis sighed. "no surrender then."

Bon Bon's eyes fluttered open at the sound of familiar, soft snoring and looked around. She was surprised to find that she was on the ground with Lya on top of her. "Lyra..." She groaned.

The mint unicorn stirred at her marefriend's voice but stayed still, snoring quietly.

"Lyra!" An irritated Bon Bon said louder. "Wake up!"

"Z-What, what?! I'm awake, I swear!" Lyra grunted, she lifted her head to look around and realized her current position. "Oh." She looked down at Bon Bon. "Hello."

"Get off of me." Bon Bon demanded. "Your hoof is stuck in my nose."

"So it is." Lyra replied mater-of-factly and got up, allowing Bon Bon to get up as well. The two were standing in the middle of one of Canterlot's busy market streets. Only, it wasn't so busy. Stalls selling every type of thing were empty of all ponies. The entire street seemed to be barren, which wasn't good in any way, except for the two.

"Where is everypony?" Lyra asked.

"Still at the presentation, probably falling in love with that giant bug."

"Hey look." Lyra bent down and levitated two identical gas masks up from the ground. "These'll come in handy later."

"Perfect." Bon Bon took a mask and strapped it on, her voice sounding slightly muffled. "Wouldn't want you to go under the spell again."

"You're not going to let that go are you?" Lyra asked as she strapped on her own mask.

"You nearly took over Equestria and almost destroyed Canterlot."

Lyra waved her hoof uncaringly at the memory. "Nag, nag, nag."

"Bon Bon groaned in exasperation and stared up at the buildings. In the distance, around Canterlot Castle, millions of black dots circled the towers, along with trails of pink mist that seemed to be pouring out of the open windows.

"Well, at least we're not in there anymore. Right Twilight?" She looked around for Twilight but found only herself and Lyra. "Twilight? Spike?"

Twilight and her friends materialized a few feet above the ground and came down in a heap. Slowly they picked themselves up and helped up others.

"Well, this is just great." Applejack said as she stood up, picking her Stetson off the ground and placing it back on her head. "And here Ah thought today was going to be peaceful."

"This is awesome!" Dash jumped up and striked a pose. "We're gonna save the kingdom, again!"

"Emphasis on 'again'." Rarity helped Fluttershy off the ground who seemed to be half traumatized by the sudden teleportation. "I can't believe that we have to go through this love potion fiasco all over again."

Spike staggered to his feet, brushing the dirt from his face. "Do you think anypony got out of there?"

"I hope that the princesses are okay." Twilight replied. "The last thing we need right now is two Alicorns under a love spell."

"Oh, that reminds me!" Pinkie hopped up and reached into her mane. Out of the curly hair she pulled seven, pony sized gas masks and handed them to her friends. "I'm always prepared for a love spell emergency."

Spike took the mask and hung it around his neck. "Of course you are. Just make sure Lyra and Bon Bon get a... mask..." He looked around, suddenly realizing that the group was two ponies short. Twilight noticed this as well. "Lyra? Bon Bon?" She called. "They must have been seperated when we teleported."

"Don't worry Spike, I gave them some masks." Pinkie cheerfully stated.

"That's... great..." He replied dully, not even bothering to understand what she meant by that and was looking around them, realizing that something was very wrong. "Where are we?"

The other six really looked around at their surroundings and discovered that they were not in Canterlot anymore. Near the group was a field of apple trees and nothing else, only dry earth.

"Are... are we in Ponyville?"

Applejack inspected the trees and shook her head. "Nope. These aren't mah apples. Their complexion is all wrong."

Fluttershy finally found the strength to speak. "Then where are we?"

"Hey!" A voice called out. "Applejack? Is that you?"

Applejack turned and smiled at the voice. "Well what do you know..."