Kickback staggered a bit as he put a hoof to his forehead. He stood there, gasping in shock before something hit him.

“Octavia….” he whispered to himself. He looked to the stairs and quickly ran up the flight, he turned into the cellist’s room and frantically opened the door. Nopony. Kickback trotted up to the bed as something caught his eye, a little piece of paper laying there on the foot of the mattress.

“Vinyl, I have gone to Canterlot with Shady, be back in a few days…” Kickback read aloud what was on the note. The crimson colt let out a relieved sigh, his grey friend wasn’t around…but what about Vinyl? Kickback turned his head and went for the other door, he bucked it open and was disappointed and relieved at the sight, once again, there was nopony inside. The scarlet stallion trotted into the semi-well kept room, not paying any mind to the mess on the floor as he glanced around the room for any clue. The room held some evidence of a struggle, blood splatters could be found in small amounts on the floor and furniture. Kickback’s vision went thermal, the room itself was cold but the smears everywhere were warm, confirming that it was blood…and it couldn’t have been spilt too long ago. The stallion’s vision returned to normal as he continued his search, he began looking through her wardrobe and drawers, around her shelves and even under the bed.  Kickback found something he probably shouldn’t have…Vinyl’s journal. He really didn’t think that somepony like her would even have one but apparently so. With reluctant nature he pried open the cover and began to read, most of the pages were blank, she must’ve been one of those ponies that always forget of just don’t care enough. He flipped through the pages, hoping to find some key word or sentence. He unfortunately got that…it wasn’t what he wanted but he found a drawing…the page had his name printed on it, a shape circled around his, a plus sign and the journal’s owner’s name. Kickback shot back in surprise as he looked at the image, a heart shape surrounding the phrase “Vinyl + Kickback”…he stared at it for a moment before he smirked and turned the page. He frantically flipped through the pages, hoping to get some idea of what happened to the DJ, he got the last day of the year and sighed in disappointment before he placed it back where it was atop the shelf. Kickback then found something else, her shades. Kickback grasped them in his hoof and stared at them for a moment. He looked back up with a determined look on his face, he closed his eyes and shot them back open, a sonar pulse surrounded Kickback’s world, turning it into an orange shade. He looked to his right to see the pulse return in a matter of moments. He placed the glasses back and ran through the house, out the door. He was about to run off again but was stopped by something violently crashing into him, knocking him down. His eyes were firmly tight due to the sheer suddenness of the event, soon consciousness was regained, he shot his eyes opened to Rainbow Dash lying atop him, her eyes were also close but they looked much calmer, Kickback looked down only to realise that he didn’t notice the warm feeling of another pony on his muzzle. Rainbow’s eyes snapped open as she must’ve realised what she was doing.

“Hey” she said in a friendly tone despite what just transpired and what position they were in.

“…Hey” he said, trying to keep calm but with everything that just happened, it was hard to.

“What’s up, dude?”

“…Nothin’, what’s on top of you?” he said, trying to make a joke and to see whether or not she would understand.

“On top?…Oh right, sorry” she said as she fluttered her wings before standing on her hooves again.

“Don’t be…” Kickback said as he got to his own hooves and dusted himself off. He looked around to see Ponyville, still in it’s busy an joyous state but Kickback saw right through all that.

“Hey, are you alright? I’m sorry for crashing into ya…and for *clears throat*…”

“It’s okay and I’m fine…” he said, now apparently returning to the stallion the mare knew him for, she saw him as the strong, calm stallion that always wore a smirk, little did she know.

“Alright…ya wanna grab something to eat?”

“…No, I’m not hungry but thanks Dashie” he said, Rainbow looked away and blushed slightly at the nickname.

“I gotta go, Dash, I’ll see ya later, K?”

“Yeah, sure, see ya big guy” she said as she watched the stallion begin to trot quickly away from her, she sighed before she took to the sky. Kickback looked behind him to see Dash unfurling her wings and zooming off into the sky, he looked ahead again and sent out another hunting pulse. The returning pulse came from his right, he turned into an alley way and ran up the wall, he hovered in the air a moment before landing firmly on the roof with a thud and a roll before taking off again, he ran across the roof and leapt towards the next building. He continued this pattern until he stopped at rooftop and sent out another pulse, the horror settled in as his assumption was correct. The returning pulse radiated from within none other than Town hall. Vinyl Scratch was inside and who knows how many other ponies may be aswell.

“Kickback?!” an accented rang form the ground, the stallion looked down to see Applejack gazing up at him in confusion.

“Hey, AJ”

“What are yah’ll doin’ up there?” she asked before Kickback walked to the edge and leapt off, landing in front of a now impressed and shocked orange mare.

“Nothin’” he said with a chuckle, Applejack smiled at him, a look he gladly returned.

At night that day

In the darkness, a cloaked figure could be seen, his silhouette highlighted by the Luna’s full moon. Kickback ran through the quiet town as he surveyed the streets. The hooded stallion stopped on a tall building and glanced around for anything that looked wrong, anything that he could help him find out just what in Tartarus is going on. He got lucky as he spotted a building in the distance, lights shining brightly in the darkness, highlighting it’s surround, at the corner of the light, Kickback spotted a pony in a dark blue cloak, the same cloak he saw the new arrivals in Ponyville wear, walking through the street’s with his bowed. Kickback smirked and jumped, clearing the road below and beginning to follow the colt or what looked like a colt. Kickback followed him in the darkness, he turned into an alleyway which in turn made Kickback smile maliciously, he watched the figure turn a corner but didn’t let him go any further. Kickback pounced him, the figure went to the ground as the stallion pinned him to it, he struggled a bit but was helpless against the crimson colt’s strength.

“Who…are…you?” Kickback asked in a sinister tone. The figure looked up at him and Kickback could make out what he following now, a grey stallion with a rugged blue mane was staring up at him with fear in his eyes, he remained silent. The fear soon turned into pure rage in his eyes as a grin crossed his muzzle, a barrage of green swarmed him, Kickback smirked as he found that his assumption was correct yet again. The stallion transformed into the same bug-like creature and growled at the virus riddled colt as it lunged it’s neck upwards as best as it could. Kickback slammed a hoof into the creature’s face then again and again…and again. The atrocity was reduced to a blur of ebony and crimson that was swallowed up by the scarlet stallion. Kickback held his head as he prepared for the mess of images and voices that would radiate through his head, surprisingly it wasn’t as unclear as the first time, it felt more…connected. Kickback got a better idea of what was going on, he was even given the name of their grotesque species ‘Changelings’ the name fit perfectly. Kickback’s mind felt attuned with something, not quite fully but it was there, like a collective consciousness at the back of his viral mind. Kickback stood up and looked down at the thing’s cloak, he picked it up and threw it into the nearest bin he could find before walking off into the night.

The next day

Kickback sat at his favourite park bench under the tree, with his hood off, he stared into space, glancing every so often at somepony who may just be one those bloody things. He sat there for a few moments as the morning slowly drug on, at the corner of his vision he saw Fluttershy walking into town with a couple of saddlebags, she turned as she felt somepony was watching her to Kickback waving with a friendly on his face, the yellow pegasus waved back before pressing on. Kickback wasn’t that close to Fluttershy, there are always friends in a group that are closer than the others to one another and that’s just how it worked. Kickback sat and waited a few more moments for the signal, as he searched his mind the night before, he found the time when the secret club meeting would take place today so he waited. When it was almost time, Kickback got up and walked into the nearest alleyway, he thought a moment before his next act, he sickened him to the core but he had to. Kickback’s body smarmed in a barrage of black and red, soon it was no longer the crimson stallion standing there but rather his victim the previous night along with his cloak, Kickback could manifest clothing for himself aswell as change his appearance, it’s just something he discovered about himself. Kickback flipped the dark blue hood over his head and waited as he peered out into the light at the end of the alley. Something clicked in the back of his mind, a slight tugging feeling telling him ‘It’s time’ he took a deep breath and walked towards town hall. Mares and stallion of all kinds trotted towards the building in a synchronised fashion with blanks looks, Kickback did his best to blend in and not draw attention from the obviously disguised equines.

“Here we go…” Kickback thought to himself as he watched the mayor herself step out of the building and someponies walking through the open doors. He followed as best he could and so far, so good. As Kickback trotted inside, he swear he could’ve thrown up right there and then as he saw the hideous sight, long black and torn banners decorated the room, turquoise webbing covered the walls, slimy green pods hung from the ceiling that contained small changelings, Kickback could only think that this must be their disgusting spawn, their larvae. Kickback sent out a hunting pulse as he walked, he noticed slime on the ground, he cringed at the feeling. The returning pulse resonated from downstairs, he caught a faint glimpse of a mare’s nervous system, more specifically Vinyl Scratch’s. He looked to the end of the room to see an archway that presented a flight of stairs that descended downwards, he pieced together a plan in his mind as he continued to walk. Ponies around him began to take places, standing straight and firmly in rows of five, Kickback found a spot and walked over to it, hoping to keep undercover for as long as possible. He stood there at the back of the line and waited as he glanced around the room, noticing and recognising the forms of several ponies.

“Carrot Top, Big Mac, Colgate, Scootaloo, Roseluck, Thunderlane, Berry Punch, Blossomforth, Wildfire, Lotus and…Diamond Tiara?” he thought as he glanced around, eventually spotting Lyra aswell. Everypony was silent as they were apparently waiting for something to happened due to the way they looked up towards the balcony. Kickback looked up at it and for a moment there was nothing but that changed as large, grotesque alicorn-like creature was revealed behind a set of red curtains, she wore a devilish look on her hideous face as her web-like mane draped across it. A jagged horn protruded form her forehead, a green shell covered her back as to where insect-like wings stuck out. She took a few steps forward and placed her cut out hooves on the railing as she looked down at her…subjects.

“Greetings my fellow changelings!!” she roared through the building, the crowd cheered, Kickback was relieved that they didn’t change into their own forms.

“Today is a glorious day for us my brothers and sisters!” she continued in her echoing, raspy and just plain out evil voice.

“As of right now, my shield domes of Ponyville, nopony is leaving and nopony’s getting in” she added, Kickback listened intently, trying to sustain the urge to just bust out his blade right there and then.

“Twilight Sparkle will not stop me this time, nopony suspects a thing, we’re right under their snouts and they don’t even know!” she said before giving into a villainous laugh. The crowd continued to cheer at the sight and words of their queen, Kickback knew this somehow, the tugging at the back of his mind felt connected to something, their hive mind, he knew what the changeling next to him knew and she knew that the creature atop the balcony was their ruler, queen Chrysalis. She started rambling on in her speech, everyone around listened intently though, Kickback had quite enough of it and simply waited for the opportunity, whatever it may be. Kickback looked around and found nopony was looking at him, he stepped closer to the disguise stallion in front of him as he morphed the end of his hoof into a small blade and silently jabbed his back with it. The changeling started to convulse, his shoulders buckled frantically as he coughed violently, Kickback smirked under the hood and watched his weapon do it’s work. He took a few steps back began to walk around the crowd, towards the doorway, as he did quietly stabbed another changeling, one that wasn’t being watched, as he pressed on he heard the same effects.

“You there, what is wrong with you?” Chrysalis said, pointing a hoof to Kickback’s first bio-bomb. He smiled as he mentally counting from ten.

“One…” he whispered to himself in a sinister tone, as he did and explosion was heard along with crackling, whipping and screaming noises as several tentacles bursted out of a changeling in the back, they pulled five or six others into the subject, they exploded in a gush of green blood.

“What the bu-…” was all Chrysalis said before the next one went off, in the confusion, Kickback made another.

“What is happeni-…” she was cut off by a third bio-bomb, just like that eighteen or so of her subjects were gone, Kickback felt little remorse though, it shocked him to find that there were at least fifty in the room but who knows how many there are in total. That number was reduced thanks to the scarlet colt who was at the moment grey. Changelings all around either morphed back and took to the air, looking down at the group or remained in their disguises, gasping and shouting in horror and confusion. In the chaos, Kickback made his way downstairs to see a large black door in his way, he pushed it open as silently as he could and behold the sight before him. Organic prison cells in a dark room, his thermo vision let him see someponies slouched against the walls, some standing with there heads bowed. Kickback sent out a hunting pulse and was immediately greeted with the nervous structure of Vinyl Scratch, he stepped towards a light switch and was about to flick it on but a thought crossed his mind.

“How will I get everypony out?…I need to change back so they’ll recognise me but I need to change back again in order to leave without arousing suspicion or starting a war…” he thought to himself before he stood there for a moment. In the darkness, he morphed back into himself, the dark blue coat transforming into his own hooded attire, he breathed a sigh of relief to finally be out of that form before he flicked on the light switch. He closed the large door as everypony looked up to see him, he turned back to see what he wasn’t expecting, nopony got up and had excited looks on their faces but rather they just kept the same position. Kickback trotted through the room, glancing at each pony that had depressed and hopeless looks on their faces. Kickback stopped and turned to one of the cells, Vinyl Scratch was sitting there with a incredibly sad look, Kickback put a hoof to the surprisingly solid bar and stared at her, she glanced up with a look of hatred.

“What do you want, monster?” she said, Kickback looked at her before he realised that she must’ve thought that the changelings had got to him and that she wasn’t looking at the real Kickback.

“I’m here to free you, Vinyl” she looked directly at him after he said those words.

“…K-Kickback?” she said, tears welling up in her eyes, the scarlet stallion smiled at her.

“Yeah…it’s me…” he said, trying to sooth the mare, she remained silent as she smiled wider at him, her lips quivering. She got to her hooves but was cut off from taking a step forward.

“Now…stand back” he ordered, Vinyl complied but was confused as to what he was going to do. Kickback thought a moment as he placed his other hoof on the cell bars, he wrapped his hooves around them and breathed a heavy sigh. Without warning, Kickback began to pull on the bars, Vinyl watched him, she was about to say that wouldn’t work but was silenced as she saw the bars start to bend to the stallion’s will. With one final pull, the entire door to the cell was gone, ripped off the hinges by the scarlet colt. He threw the door to the side and stood there, Vinyl slowly approached him before she quickly ran up to him and wrapped the hooded stallion in a tight hug, Kickback placed his forelegs around the mare to return it as best as he could, she pulled back and looked into his eyes.

“Thankyou…” she whispered before slowly moving as she started to close her eyes, Kickback suddenly put a hoof to the mare’s muzzle, her eyes snapped open at the action and quickly looked back into the dark green eyes of her savoir in a confused look.

“Vinyl, we’re not done, I need you to stay here, okay” he said. Vinyl was about to say something but nodded instead. Kickback gave her a quick smile before letting go of her and walking towards another cell. He continued to free the prisoners, soon every mare, colt, filly and stallion were free and ready. Kickback noticed at the end of the room, the roof was wooden, he looked up at it before he turned back to the group.

“Scratch, where does this lead?”

“Oh, I fell through that one time” twas not Vinyl that answered the question but rather the grey pegasus mail-mare.

“It goes to outside”

“Really?” Kickback said before glancing to his right, he notice a door, he walked up to it and found that behind it was another staircase.

“Where does this go?”

“Oh, that leads to my office, that bitch took it form me” the mayor said, Kickback looked at in surprise at her choice of words.

“Okay, all of you, bust through that ceiling, I still go work to do” he said, pointing a hoof to the roof and turning back into the arch way.

“Kickback, I-”

“It’s okay, Vinyl…oh and for the record…I read your diary” he said before slamming the door behind him. Vinyl Scratch stood there, dumbfounded at what she just heard, a wave of relief and anger washed over her but she couldn’t take it out on anything, he locked the door. Kickback took a deep breath and ascended the stairs. A door blocked his path, his slowly opened it, hoping to find Chrysalis but she was nowhere to be seen. Kickback walked through the room for a few moments, another flight of stairs led upwards, most likely to the third floor, where the balcony was, Kickback trotted up them. Her voice became clear once more, she rambled ecstatically at her subjects, trying to keep them calm and find out what happened to those unfortunate three changelings. Kickback saw her and silently crept towards the atrocity.

“Settle the buck down!!” she yelled, unaware of the stallion creeping up on her.

“I don’t care anymore!! Eighteen or so changelings? SO WHAT? There are hundreds of us just waiting to take over this town and soon ALL OF EQUESTRIA!!” she continued.

“NOW…FEEEEEEEDDDD!!!” she yelled, everypony cheered and began to leave the building, Chrysalis turned, an action which Kickback was afraid of, he ducked out of vision, he watched her as he hid the curtain, she was facing away from him, perfect time to strike. Kickback crept up to her and was about to pounce but was stopped but the creature turning and blasting him with her magic. Kickback went flying over to a nearby wall as Chrysalis began to laugh devilishly.

“Ahhhh, you…bitch” he said as he staggered back to his hooves.

“Who might you be-…?” she trailed off as she looked more intently at the stallion.

“What?”

“I order to stand down” she said, Kickback looked at her in confusion before putting the pieces in his head, she could sense him, she thought he was one of them, the changelings he’s consumed, she could feel them, Kickback was apart of the hive mind, he found this remarkably hilarious.

“hehehehehahahahaHaHaHAHAHAHAHAHAHA!!!” he let out, Chrysalis looked at him like he was insane.

“What’s so funny Earwig?” she said, Kickback knew that name, it was the name of the second he consumed.

“You really think-hahahaha- That I- ahahahaha- AM ONE OF YOU!?!” he said, trying to contain his sadistic laughter. Chrysalis felt something she hadn’t in a while…fear. Next Chapter: The Better Of Two Evils Estimated time remaining: 3 Hours, 38 Minutes