Twilight started to come to as she moaned. She felt damp and filthy as if some slimed goo had covered her fur coat body from head to hoof. Then she felt like she was swinging upside down, when she opened her eyes groggily her vision was compromised from a feeling of vertigo. As things gradually started to come into focus she heard dripping from the ceiling of the cavern, she then sees where she was. She was in some sort of green colored unfinished cocoon.

"Ewww, what is this stuff?" She said to herself and then she looked around and sees a changeling working on the cocoon she was in. He notices as she was about to yell she then sees the changeling then shoots a goop from it's mouth and it landed on her mouth to stop her from attracting attention to herself.

"You can shut up! Now where was I?" He then continued to forge the cocoon on the rest on her body, she muffled and tried to scream though it wasn't working as the stuff from her mouth was stuck on there. She tried to move though she felt the changeling's substance start to tighten around her body. Then felt her face then get covered against the stuff and she's now inside of a cocoon.

"Oh no, oh no!" She still tried to move though her limbs were still tied from the gossamer that was covering her body and making her not able to move. She tried to cry out again in panic but couldn't due to not only the fact her mouth was covered but her entire head as well as her body were sealed in the green gelatin like substance that she was upside down from. She kept trying to move though as she now realized that she couldn't do anything.

She then started to tear up as she cried from the hopeless predicament she found herself in. Though her hopes were dim she tried using her magic to get herself out. A teleportation spell, a beam to cut through the substance anything! Though her efforts were in vain as soon as her horn tried to glow to emit magic it soon dimmed and faltered. She should've known this substance once held her mentor Princess Celestia, goddess of the sun and the most powerful magic wielder rivaled only to her sister Luna. If she couldn't break through this substance to save her kingdom from the last Changeling onslaught, then what chance did she if this substance was clearly magic proof from the inside, a trait clearly meant to keep its prey captive. She closed her eyes and began to bawl deeper in despair.

How was she supposed to save her friends if she was deep in this cave where no one likely knew where she was, trapped in this gunk with no way out. How did things get so bad so quickly.

The Changeling then hovered near her and snickered, amused at her plight, knowing that it just dawned on her how hopeless her situation here was. "Awww what's the matter little pony?" It said in sarcastic sadistic sympathy. "Realizing how futile your position is, and to think Queen Chrysalis was afraid of underestimating you a second time?" It said smugly. "She'll be pleased to know that all her concerns were for not and that it was dumb luck that you foiled her plans the last time?" She didn't pay attention as she was now crouching into a fetal position or any position she was because of the tight space. "Oh and if you're counting on that blue hedgehog thing to come and rescue you, think again!" That somehow got Twilight's attention. "My colleague is with him now, as you, so….." Twilight blinked her teary eyes shuddering on what he would say next. "Once we've learned what we need about him, my accomplice will off him as his back is turned to ensure he doesn't get in our queens way." The Changeling said with sinister sneer as it turned it's back to go back to it's sentry duties.

That's when Twilight shook her head to clear her senses, and quickly donned a look of anger and fierce determination.

She wasn't sure why her spirits got re-invested, if you were to ask her at this very minute she wouldn't be sure on what it was either. Was it the fact that he was the only one nearby she could save at the moment, the only one she could just conveniently save at the time. Was it the fact he was the best chance at facing Chrysalis and her army of changelings and rescuing her friends. Was it because if she didn't do anything his life could be forfeited if she let some imposter wearing her face trounce around with him while she hung hear helplessly, quivering and crying waiting for the poor soul to get stabbed in the back. No! Either way she wasn't going to let that happen to one of her friends, even if they didn't get along and just met yesterday. A friend wasn't something you just found as dispensable, they were precious ponies in your life that gave your life and everyone else's life meaning. And she's wasn't going to let a life get extinguished while she was still present.

Twilight then decided to use physics to her advantage. She swung her weight back as the cocoon she was in followed her action. She than swung it forward all the while the sound of the tether was straining with the effort. The changeling heard the peculiar noise, and as he turned around he caught the brief glimpse of Twilight's chrysalis coming straight at him like a wrecking ball, swatting the changeling from the air and knocking him straight to the ground as he rebounded a few times off the floor like a skipping stone on water. The collision with the changeling didn't stop the momentum of the cocoon, as Twilight repeated the action at the end of her swing.

Something had to give, maybe the cocoon would slam into the wall and would burst on impact, or maybe if she could get it high enough, she could punch a hole in it with one of the stalactites up there, though it would be a harsh fall down if she did. But she didn't care it was better than being trapped in here completely useless to anypony out there.

Just then the line snapped, she wasn't expecting that. The cocoon fell in a foreword swing to the ground, Twilight screamed within her cocoon as she plummeted to the ground below, hoping the substance would cushion her fall enough while still being able to free herself. Though as she fell she saw a bed of stalactites she was heading for. "No, no, no no, nooooo!" She screamed she quickly tried rolling, swinging her body weight so she'd miss the spikes. Only for her cocoon to graze against the stone spikes barely missing getting shish-ka-bobbed in the process. The tear caused by the stalactites caused the gelatin like substance to burst open as it struck the floor. Causing the lavender unicorn to fly out of her captivity and tumble to the floor.

She was a little banged up, bruised, and filthy from the contents of the Cocoon but still functional, though it pained her to move around due to the bruising of the tumble. Just as she was getting her bearings the changeling that was guarding her, had regained its consciousness and had taken to the air and began firing from its horn, a few shots hit the floor leaving scorched marks a foot from her side. She turned to hear the fluttering of over sized insect wings behind and above her. With all that she could muster through the pain and slight disorientation she was feeling she hauled flank to the nearest point of cover all the while leaving covering fire from her own horn.

Due to a mostly indoor life of studying books, hadn't helped the nerdy unicorn in this kind of situation, which was all the more strenuous due to her bruising, though she somehow managed to dive behind a boulder without getting hit from the barrage of magical fire. Once she was behind cover she took a moment to recover to recompose herself and think of a strategy.

She could not let herself get caught again or worse. Though the later was unlikely, if that thing wanted to kill her, he'd of done it while she incapacitated or just let her fall to her death earlier. Knowing Chrysalis and how maliciously devious she was, she'd would of wanted Twilight alive so she'd have something to gloat or to rub in her face. Right now things didn't look like they were on her side. Her opponent could fly while firing magical blasts giving it a huge advantage in maneuverability and evasiveness. She on the other hand was winded and injured, even though she had a wide roster of spells at her disposal, though she wasn't that well trained in actual combat. She had read a lot on military strategy, though it hardly made up for the real thing. Then it hit her, it could decide to fly over above from her boulder and in range for a clean shot. So she turned around and fired a straight beam to tell her advisory that was a bad idea and she would be ready if he tried it. But as she fired that beam she noticed that caused the ceiling above to crumble and rubble to fall, where she fired.

This gave her an idea and gave her the breather to think of some other counter strategies with the spells she learned over time. She then closed her eyes as she leaned against the boulder and took a deep breath. Listening she heard her enemy was behind to the right of her. That gave her another idea, that if it worked would catch her adversary off guard and give her advantage. Though she had to do this quick, the sooner she did this, the more likely she'd catch her adversary off guard and completely turn the fight in her favor.

So taking a deep breath to compose her nerves. She let the magic glow emit from her horn and in a flash her presence completely disappeared behind the rock she was hiding behind.

Twilight then appeared a few yard behind and below the changelings as it was making it's careful advance towards the rock it thought she was still hiding behind. Twilight couldn't help but smirk as she was about to take this creep completely by surprise as she fired another well aimed blast at the stalagmites above the changeling. Before the changeling could even grasp what was happening the rubble had cascaded over it causing to lose its altitude and fall to the rocky floor below.

Dazed though surprisingly unscathed due to being so close to the rubble as it fell combined with it's exoskeleton like hide, it shook itself off quickly from rubble and fall and began to fire it's green energy blasts from its horn at Twilight.

But like a video gamer poised at the controls, she was far ready to counter her enemies assault with a good strategic combo ready to cut him down as it's blasts made it's way to her she caught it in a reflected magic shield lens that was in front of her, holding the green energy blasts in it's magenta colored energy shield. She then reared up on her hind legs while a huge energy beacon was being charged through her horn, and as her front legs slammed down on the rocky floor below, she sent the changelings attack back at him with a potent blast of her own magic as it was sent rocketing towards him at such force and speed, he stood little chance as it hit him like a literal bug on a windshield and sent him crashing into the cave wall behind him.

The changeling rebounded off the wall and collapsed on the ground laying completely unconscious on the stone floor below. Twilight took a few steps towards the defeated changeling, triumphantly holding her head high and having a defiant glare at the downed foe. Though as she took a minute to compose herself, her eyes widened in panic realization as she remembered what she had to escape her. "Oh no, Sonic is still alone with that imposter that looks like me, I better find him quickly before it's too late!" She said as she jogged in place and looked frantically for a route out of the cave as she needed to hurry before it's too late. She then looked around the place for her bag that she had, and sure enough there it was not too far from where she was kept hanging. There it was, covered in the same goop that she was covered in, hanging from the cave ceiling.

"Ewwww, they did that to my bag too, why couldn't they just place it on the floor, from where I was hanging it would of been just as impossible for me to get it from the ground as it would from the ceiling?" She then used a weak and well aimed blast to get her bag free, so as to not damage it or it's contents. As it was shot free from it's position and began to fall, she then caught it with her levitation spell and gently floated the bag towards her, and placed it on her back with the stomach strap secured around her midsection.

She kept limping as fast as she could through the cave trying to get as far as she can from the changeling and is now trying to find Sonic and the fake with him, she had to get to him before the imposter did something to him.

" *Gasp* Wait, where am I going, how am I going to find him in this cave, it's not like I've got a map of this particular cave on me?" She then took out the map Chrysalis gave her. There was no way she could trust this, considering from her little escapade just now, that Chrysalis wasn't planning on playing fair or ever was from the start.

"Ah darn this is going to take forever to look for Sonic here, if only I had someway to track him." She muttered as she then thought to herself as hard as she could. Then suddenly she had an idea in her head. "Wait I just remembered!" She then looks in her bag and then then used her magic to pick up the object she needed.

"Here it is!" She got out a blue quill from the bag. "It's a good thing I picked one out from his head while he was sleeping, now to track his position!" She then closed her eyes and concentrated her magic on the single quill. The quill started to glow a light blue color as it was suspended in the air by Twilight's magic. Then it started to spin like a compass arrow and then point towards the left side of the cave. She opened her eyes and then looks at the quill as it was floating in front of her. It was pointing that way to the left cave passage.

"Alright it's that way!" She said as she then starts running to that direction with the quill floating in front of her to show the way.


Tails was still looking through the cave as he needed to find away to get out of where they were, thought Fluttershy was still looking scared and was near the fox boy for her safety.

"Tails? Fluttershy said as she kept walking to get his attention. It does so as he looks over to the forlorn pegasus. "Yeah what is it Fluttershy?" He asked Fluttershy as he kept looking through the map.

"Are you sure that we're going the right way?" She asked wanting to know from Tails. He chuckles as he looks back at her.

"Fluttershy, I have a map of the cave, I think I know where we're going, and besides we're going the right way." He said giving some confidence in her since she was afraid. "And don't worry I'm right here for you, if you're afraid you can be near me if you want." He said to her as she walked alongside with him. They kept walking as she kept turning her head around from all the sounds she kept hearing or maybe she imagined them.

Then suddenly a rustle was heard from somewhere as she turned her head fiercely from that though she didn't see anything there, she then kept walking through the cave and tried to keep up with Tails as he didn't seem affected by it. She then heard another rustle and something runs to another side, she looks again though looked more panicked as she turns her head left and right to see what was that thing that just came by. Again she didn't spot anything, she walked back to Tails and then flew upwards and tapped on his shoulder.

"T-T-Tails?" She stuttered trying to ask Tails as he turns around to Tails.

"What is it Fluttershy?" He asks as he then donned a worried expression as he saw Fluttershy looking very distressed as she was having her head go from left to right looking around.

"I-I-I'm thinking something is in this cave with us, I keep hearing a lot of noises around here! And it's really scaring me." She said her whole body is shivering from her being scared. He then diverges his attention from his Miles Electric and faces Fluttershy.

"Look Fluttershy, there's nothing to be afraid of here, it's just the two of us here, and if there was something here I would of heard it." As he was saying that something lands from far away from him as the figure was closing onto him, Fluttershy looks really frightened at this as she was now stuttering as she couldn't get her words out was now pointing toward that direction. Tails looked confused from what she was doing.

"Uhh what are you doing, is there something behind me?" He said a little nervously as the object was getting closer and closer to them, Tails slowly turns around as he then sees a shadowy figure there. He then gets near Fluttershy and gets out a flashlight from his pack, and then shined it to it.

What he saw wasn't pleasant, what he saw was Applejack though looking very different, she had parts of wood growing around her limbs, then her waist was partly of wood, as well as her ears, her eyes were glowing green and her teeth were sharpen. She was now growling as her paws scraping the cave floors as she then closes in on the two. Tails loses a little of his cool as he starts breathing a little uncontrollably from seeing this as he backs up with Fluttershy following him.

The mutated Applejack then closed in on the two as it growled and then attempted to pounce on them though Tails then grabbed Fluttershy and then flew by her to avoid getting mauled. AJ roared and then chased after them, with Fluttershy screaming wanting to avoid getting hurt by the hybrid pony.

"F-F-F-Fluttershy, why is Applejack like that!" Tails called out as his tails were whirling as fast as they were, with Fluttershy flapping her wings to try and make him go faster.

"I-I-I DON'T KNOW I NEVER SAW HER LIKE THIS?" SHe screamed out making Tails just keep flying, though he then fell to his feet trying and then now running from the rabid hybrid pony.

They kept on running hearing the screams of the hybrid pony that was now chasing them, with Fluttershy looking back as she was needing to make sure if she was still on their tails.

"Tails! She's still following us!" She yelled out as Tails was now thinking of what to do since they couldn't get away from it he then though and looked up as there was enough space in the cave to fly up as he then tugs on one of Fluttershy's locks as he flew up while holding Fluttershy.

"There hopefully she won't get us from up here!" Tails exclaimed as they flew up to the highest part of the cave, though at the bottom the hybrid pony growled as it couldn't reach up there by itself. It then suddenly grew vines from her back as all of them fired right at them which did catch Tails' leg.

"Oh damn!" He uttered as he was being pulled downwards towards her and he tried to get away though he didn't have the strength to get away from the hybrid. He then sees Fluttershy was still scared as she didn't want to do anything.

He had to think of something to do or else he and Fluttershy will be its food. As they got closer Tails suddenly remembers something that he had on. He goes to his bag and then pulls out a small object.

"Fluttershy close your eyes!" He called out as she nodded and then threw the things to the ground which causes the whole cave to shine in a ball of light which blinds the mutated AJ.

As she was was blinded the vines on Tails' leg weakened. "Come on Fluttershy we gotta go!" He called out as she complied as he and she took this chance to fly away with Fluttershy in his arms from AJ to think of a plan of sorts. As soon as the flash dissipates as she looks around to tries to see where did they go as she growled and started to run in another part of the cave in order to go after them.

What she didn't see was Tails and Fluttershy were on the ceiling with having his hand on her mouth in order to make sure that she doesn't blow their cover.

"Okay Fluttershy." He spoke quietly as she looked over to her as she looks at him. "I'm going to check and see if AJ is still there. When I let my hand go from your mouth and you be quiet until I come back okay?" She nodded. He removes his hand from her mouth carefully as she kept quiet. He flies back down and looks over to see if she's gone, he breathes a sigh of relief as he doesn't spot her anywhere.

"Alright, the coast is clear Fluttershy!" He said whispering as loud as he could, Fluttershy immediately flew down slowly as she eyed the area around for AJ as she landed near Tails as she breathed a little tensely,

"W-W-Why is Applejack like that? I don't remember her being like that before. Unless she has mutant timberwolf powers." Tails exclaimed as he then paced around the floor to think of something, then as Fluttershy was had something in her head that maybe could be the reason of why AJ was like that.

"Maybe Chrysalis did something to her?" She suggested as Tails faces her with a confused expression on his face." But how can that work?" He said to himself as he then had to think of how would this happen, though this was outside Tails expertise since he didn't know anything about magic and how it worked. Fluttershy wasn't much help either considering caring for animals was more her thing and didn't know much about magic, though she knew someone who did. "T-T-T-Tails?" Fluttershy mumbled. Tails turned from his inquisitive look with his fist resting on his chin to Fluttershy's acknowledgment. "Yeah Fluttershy, what is it?" Said Tails.

"Um I-I don't know much about these things, b-b-but I-I know someone who does." This intrigued Tails as his expression lit up. "Really, who?" Questioned Tails. "Twilight, I-I don't know if we mentioned this but Twilight is Princess Celestia's prized pupil, s-s-she's read dozens of books, s-s-some from even o-o-our own library while studying about magic, she's even thoroughly read some books more than once, memorizing them and reciting them cover to cover, I'm sure if we find her, she might know what's going on…. though I hope I'm not putting her on the spot, if she doesn't know anything about this, and….?" Fluttershy then started to sniffle, shake, and then began to tear up and cry. Tails inquisitive expression turned to genuine concern when he noticed Fluttershy's apparent distress. "What's wrong Fluttershy?" He asked her.

"I-I'm scared, what if all of my friends have been transformed like Applejack?" She stuttered a little as she was trying to stay composed. She then felt Tails' hand go to her shoulder to which she responded by quickly embracing Tails in a hug for much needed support and comfort. "W-W-What if we can't reverse this, what if my friends are permanently stuck like this as deformed mindless monsters?" Fluttershy said as she began to crack up. "What will A-A-Apple Bloom, B-B-Big M-M-Macintosh, G-G-Granny Smith, S-S-Sweetie Belle, T-T-The Cakes, and Sc-Sc-Scootaloo say or do if we can't get them back to normal, how are they going to handle it? I-I-I can't even handle it if I won't be able to see m-m-my friends again, I-I-I can't even imagine my life without my friends, I'll be alone w-w-with only my a-a-animal friends, d-d-dont' get me wrong I-I-I love my animal friends, b-b-but…..?" That's when Fluttershy's rant broke down, unable to thoroughly express the fear, sorrow, and pain she was feeling under the assumption there was no hope for her friends. That's when Tail's gently pushed Fluttershy away, just enough for him see her face to face.

He put on a warm express as he wiped the tears away with his thumbs and said. "Hey come on Fluttershy, don't think like that, we don't know that for sure?" Fluttershy then try to put on the most hopeful of smiles though the orbs of her eyes were blurry from all the tears and her smile was jagged and quivering from trying to keep herself together though it was extremely difficult with her timid personality being the result. Tails then continued saying. "Besides we had situations similar to this back at home, and as hopeless and demoralizing as it might seem, we always managed to push through and help everyone." Fluttershy sniffled and wipe her face with her right front hoof as she started to calm down, eager to listen to Tails' morality boosting speech. She then said "R-R-Really y-y-you've dealt with things like this back where you live?" She stuttered actually starting to feel better and wanting to know more about his world, Fluttershy couldn't help but find it intriguing that there was a whole world of beings like Tails and Sonic, where the woodland critters she took care of were walking talking bipeds with things called arms and hands and interacted with one another like every pony she from her world.

"Yeah" Tails' explained. "Back on my world, there is this evil scientist who's been trying to take over my world for as long as I can remember, in fact right when I was born that's when he first declared dominion over my world when he captured one of it's capital hubs of Mobotropolis." "R-R-Really, what's a capital hub?" She said. Tail's then put his right hand behind his head wondering how to explain this to someone, who lived in a world where their biggest contribution to technology was so far as he can tell the steam engine. "W-Well uh, w-what is the capital of your world or country, where the rulers of your land reside?"

It took Fluttershy a while to process what he meant, but then responded saying. "Canterlot, Equestria's major capital is called Canterlot, that's where our ruler along with her sister a-and co-ruler live." She said as Tails was fascinated by what she said was saying, though as she was about to talk they suddenly hear a loud growl coming from a different part of the cave.

"Eep, maybe we shouldn't talk here, we need to keep moving away from Applejack so she doesn't catch us." She said as Tails agreed with her wholeheartedly. They then quickly walked away from where AJ went to avoid a confrontation with the mutated pony.


A/N

TOG: Alright that's the chapter, and also HAPPY NEW YEAR from 2017.

APW: Yeah hope your last year didn't suck too bad, and if so, let's hope for a better one this year!

TOG: Also sorry for any of you that have been waiting for this story, I've been…..busy with stories and life. So I had to put it down, also my pal Apex was busy so I couldn't put anything without his consideration.

APW: I'm sure they understand TOG, with the holiday's and all, it would be hard to find any free time, especailly a college student like yourself? Plus this is your story, I'm just helping you make this the best it can possible be.

TOG: I knooooow, anyways yeah moving away from that, be sure to fav and follow this story to be up to date with these, also PLEASE comment I want to here what you have to say.

APW: Ditto, hope you liked what we cooked up for you until next chapter.

TOG: Yep, this has been TOG and Apexwolf signing off.

APW: Hope to keep you wanting and begging for more on our next chapter, until then happy 2017!