Learning To Laugh Again
A Cupcake Chronicles Side Story Series
by milesprower06

Part 10

Big Mac awoke from what had been an uneasy night of sleep so far. He got out from underneath his covers and stepped out into the hall. He found the house dark, save for a single lamp on out in the living room, where a pair of cups were also set, one on the floor in front of the recliner. Luckily, it was empty.

Wondering what was going on, Big Mac went to the front door, seeing a set of hoofprints in the snow, rapidly disappearing from the snowfall. The tracks went to the apple cellar. Following them, he opened the door, and descended the stairs, and was not prepared for what awaited him there.

In the middle of the cellar, suspended in the air by a rope pulley, was a...creature of some kind. It showed no movement at all, not even breathing. Upon taking a closer look, and with the addition of the bloodstained shovel on the ground beneath it, Big Mac came to the conclusion that whatever it was, it was dead.

Now truly perplexed, he found a saddlebag next to the lone chair in the cellar, with a series of ropes and whips inside. He made his way back up the stairs, where there was a fresher set of tracks pointing out of the Acres, but stopped a few feet out of the cellar, suggesting that if it was Rainbow, that she took off into the air. But where was Applejack? And what in Equestria was that creature hanging in the cellar?

The most bizarre thing yet occurred when a green-tinted meteor shower began overhead in the starry night.

Rainbow descended towards Golden Oaks Library from the starry night sky. At her frantic pace, she had been in the air not even two minutes. She skidded to a halt in front of the door and pounded on it, then burst in before Twilight had a chance to answer.

“Twi...Twilight!”

“Rainbow, what is it? What's going on?” Twilight said, descending the stairs. When she got close enough, she noticed the state Rainbow was in. Out of breath, unkempt mane, and bruises on her flanks. With a sigh, she lit up her horn.

“Ran out of Bruise-B-Gone?” she asked, healing Rainbow's coat.

“No, no. You don't understand. Applejack's missing! And...and...!”

“Rainbow, slow down. Take a deep breath.”

The Pegasus did just that. She wasn't going to be any help to AJ if she was panicking.

“Applejack and I were in the cellar for...well, you know, you gave her half the stuff. It escalated a bit too far, then when she came back...it wasn't her. It was this...creature. Black scaly skin, teal eyes...”

Twilight gasped, and immediately ran to a bookshelf. She pulled a book down and immediately began flipping through pages. Coming to what she looked for, she trotted back to Rainbow, and showed her the book.

“Is this it?”

Rainbow looked at the book she had pulled. It was a illustration of the creature that she had encountered in the cellar. She confirmed it with a nod.

“I had no idea these things still existed. This is a changeling. And...you have one in the apple cellar?”

“Had...I asked where AJ was, and all it did was snarl at me, and...I got angrier and angrier...I was so worried about AJ, that I...”

Twilight figured what was coming, but she let Rainbow finish.

“I hit it so hard across the head that I snapped it's neck. Now how are we gonna figure out where AJ was taken?”

“...I don't think we have to worry about that...” Twilight said, with a hint of dread as she flipped through the pages of the book.

As if on cue, there was a dull thud outside, followed by another, and another. Their attention turning towards the door, they noticed the crashing noises increase in tempo.

“What's that?” Rainbow asked.

Twilight glanced once more at her book, then dropped it from her telekinetic grip.

“The rest of them.”

Surprise had been helping her new boss with some late night stocking at Barnyard Bargains when there was a series of thuds outside that got her heart racing. Both of them made their way outside to see the sky above Ponyville alive with glowing green meteors that were crashing to the ground.

Then, out of the smoking craters, came creatures as black as the night. They snarled, growled, and hissed with fanged teeth, and as soon as they began to fling sticky green goop in attempts to trap Ponyville citizens, the market square became a war zone as ponies attempted to either retreat, or defend themselves, their loved ones, and their property. The fighting became even more chaotic as some of the creatures began to take the form of the very ponies they were attacking.

“What in Equestria are these things?” Surprise asked, bewildered.

“I haven't the slightest idea, kid, but we'd better get back inside. It's safer.” Filthy replied.

As they turned to head back into the store, there came a menacing laugh from the sky. Another one of the creatures descended, and landed several feet away from where Filthy Rich and Surprise stood.

She was a great deal larger than all the others; on par with Princess Celestia. Her mane was a deep indigo, with several locks of hair draping over her face, almost hiding her fiery green eyes. Her teeth were fanged, as with the rest of the creatures. Her horn and wings were much larger, and she wore a simple saddle-like piece of clothing around her mid-section.

“There you are, my sleeper. At long last, it is time for you to come home.”

Surprise was absolutely clueless, for the invader was looking directly at her as she spoke these words.

“Who are you? What do you want?” she asked, half threateningly, half afraid.

“Do not fear, my child. I am Chrysalis, the ruler of this hive cluster. We are changelings. We move and act as one, and feed off of the most powerful energy of all; love. You were the most integral part to a long-term invasion plan. A plan that has finally come to fruition!”

“What are you talking about?”

“For years, I searched for an opportunity to clandestinely place a sleeper cell behind enemy lines. That chance finally came when a town on the outskirts of Equestria was engulfed in flames. With damaged wings right out of the cocoon, you were a faulty underling, but you still had your uses. I erased your memories, cut you off from our hive mind, and left you unconscious in the disguise of your current form. To not hear the others...to not hear me, I admit, it was a cruel fate for one of our existence. But it was necessary. I left just enough of a connection to see through your eyes, so that I could know what we would face when the time came to attack. This town will serve as an excellent staging ground, and now, my child, it is time to rejoin the hive. You have performed superbly, if unwittingly.”

Surprise could not believe what she was hearing. This...thing...in front of her, was claiming that she was something else entirely?

“No, impossible! I don't care what you say or claim, it has to be a trick!”

“Come now, underling. I know you are confused, but embrace who you are. Do not attempt to defy me. Your limited connection to the hive gives you free will, but do not test my patience. Accept your destiny.”

Surprise looked around, and her resolve only steeled further.

“Never! I don't care what you say I am, or what you're planning. I can't stop you, but I'll have no part of what you're doing!”

“Kid, she's messing with your head. Let's get out of here!”

“So be it. If you will not accept your true colors, you will not hide them any more!”

The Queen's horn glowed an intense green, and a half-second later, a bolt of green energy shot forward towards Surprise. It was fast enough that she was unable to dodge it. Filthy dove out of the way as the bolt hit Surprise directly, pushing her back against the door frame of the store before exploding in a sea of green flames.

In the aftermath of the attack, Chrysalis was forced to break her focus away from Surprise to defend her ground against a small group of attacking unicorns.

Filthy looked over at the entrance to his store. The ground in front of the doors was smoldering, and Surprise slowly got to her feet, clearly hurt, her coat smoking and burnt. He came closer to help, and then gasped at what he saw.

Surprise turned to look at what had stopped Filthy in his tracks, and was horrified when she saw her reflection in the front display window.

Half of her face had been burned away, along with other sections of her coat, and underneath was not weeping, charred flesh, but black, scaly skin, and her right eye had been exposed, and was a fierce teal. A lump formed in her throat and tears pricked her eyes as fear clasped around her heart.

It was true.

'No, no. No! It can't be. I know who I am!'

But she didn't. She had no idea who she was, where she came from, or where she was born. Everything the Queen claimed was true, and the reflection staring back at her confirmed it.

Her mind and sense of self shattered as she ran out of the market square towards the west side of the town at a full gallop, in tears. Chrysalis, having dealt with the distractions that were now trapped in goo that would soon encase them in cocoons, saw Surprise retreating out of town towards the forest. She turned to a group of her underlings.

“After her! Make sure she does not find the farmer!”

As her underlings gave chase, Chrysalis made her way deeper into town. She had to find and seize the Elements of Harmony, just in case they did not need six ponies to be used. This plan had come much too far to be stopped now.

Twilight and Rainbow ran through the chaos, and while they tried to find their friends, they could not ignore the ponies who needed help breaking free of the slime the changelings were entrapping them with. Twilight fired off as many energy spells as she could to daze the invaders as they ran towards the market square. Rarity would be there at her boutique, and they would also be closer to Fluttershy's cottage on that side of town.

Upon arrival, they saw a gathering of unicorns defending the front entrance of Barnyard Bargains, firing off similar energy spells as Filthy Rich ushered others inside for protection.

“Twilight! Rainbow! Over here!” he called. They ran through the line of unicorns and stopped in front of the store owner.

“How long do you think you can hold them off?” Twilight asked.

“I'm not sure. You have a plan in mind?”

“The Elements. We have to try and use them against the changelings. We have to find Applejack.”

“I heard the Queen order her changelings to chase Surprise into the forest, making sure she doesn't 'find the farmer'. Applejack is probably in there somewhere.” Filthy told them. Twilight turned to Rainbow.

“That still only gives us five. Do you think Surprise can do it? Use the Necklace of Laughter?” she asked succinctly.

Rainbow couldn't answer, before Filthy chimed in again.

“Twilight, I don't know how to put this lightly, but...she's one of them.”

“What?!”

“Their leader blasted her and parts of her coat burned away. She looks just like the rest of them. But I don't think she knew. That's why she ran away. She's devastated. They used her so they knew where to strike.”

Rainbow stretched her sore, but functional wings.

“I'm going into the forest. I'll be back with Applejack. Get the Elements ready, Twilight.”

“But...using two Elements puts you at serious risk. What about-”

“I'll find AJ. Just be ready for us.”

“But what about Surp-”

“Damnit Twilight, just do it!”

With that, Rainbow took off into the night sky, flying as fast as she could to the Everfree Forest, hoping she would not be too late.