DISCLAIMER: This story is based off of a "what if" scenario from my fictional universe of My Little Pony, which is itself based off of an MLP fanfic that was developed shortly after the MLP Movie, and set sometime before the Season 6 finale. Any changes to continuity, settings, and/or characters within the show should be considered part of an alternate timeline. Any further context can be found through reading my (terrible) original fanfiction, "TD's Adventures in Equestria," from which this story's universe is taken from.

WARNING: This story contains one or more disheartening, and otherwise depressing elements that may be uncomfortable or otherwise extremely saddening. If you do not wish to read such content, now would be a good time to back out of this story, and read something else.

For those who still remain, you've been warned...


It wasn't every day that Ponyville had such a large gathering of ponies. Ponies from far and wide, from every neck of Equestria, all gathered in the town square. So great was their number, that several streets were filled to their maximum capacity, and foals were lifted up onto their parents' backs just to see over the crowds. Never before had so many ponies ever visited this small town at once, and never with such earnest or purpose.

How unfortunate, then, that this occasion was anything but a cheerful one.

Not one head was lifted high, not one face held any smile. Even what colts and fillies attended looked solemn and grave, with many a tear shed between adult and child alike. Their attire, if any was worn at all, was all black and dreary, lacking any sense of joy or light to their appearance - a stark contrast to the usual in Equestria. And as if to share in their sorrow, the skies above reflected the somber mood: dark, heavy clouds blanketed the sky, blocking the sun's rays just enough so that they never reached the ground below. Rain fell in torrents, soaking fur to skin, and turning the ground soggy with mud puddles scattered about. The mud that splashed up from the thick raindrops stained the fur of those present, but none seemed to notice or care - too focused were they on what was before them.

Before a small stand, where the Mayor of Ponyville might often stand atop to give her speeches, was a large wooden casket. In front of it, a large portrait or painting had been propped up facing the majority of the crowd, depicting the face of a figure that all were familiar with, some more than others. The face of one taken from them far too soon.

Twilight Sparkle, the former Princess of Friendship.

Killed barely three weeks back, after jumping in the way of a dangerous and irreversible spell. A spell that was intended to be the end of her mentor, and Equestria's monarch, Princess Celestia. One which had been cast by someone they had once called their friend. And now, because of his actions, she was taken from them forever.

Everyone from far and wide had come: her long-time friends and fellow Elements of Harmony, Applejack, Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy, and all their families; her own family, consisting of Shining Armor, Twilight Velvet, Night Light, and Cadence; her best (and only) student, Starlight Glimmer; her most faithful assistant, Spike; Princess Luna, and Celestia; and even some friends she had long since left behind in Canterlot when moving to Ponyville, like Moondancer. They stood the closest to the coffin, expressing their grief in their various fashions, whether it was Pinkie Pie's terrible wailing, Fluttershy's quiet sobs, or Applejack's grave expression as she held her hat to her chest.

And they were not the only ones present: there was also Discord, who was cuddling Fluttershy close as she cried into his chest; Queen Ember of the Dragons, looking more sad than anyone had ever seen her before; Derpy Hooves, her cousin Dinky, and Doctor Hooves, who bowed their heads solemnly; several buffalo, including their chieftain, from the plains around Appleloosa; Thorax, the first reformed Changeling of Chrysalis's hive; the "Great and Powerful" Trixie, who was looking anything but on this particular occasion; Gareth Murphy, aka "Chuck," who stood as stiffly as a wall to allow Pinkie Pie to cry into his shoulder; some Yaks from Yak-Yakistan, already wailing loudly before any words had been said; Phantom Void, the son of Sombra, who stood beside Luna as they both looked on; Sunburst, who was comforting Starlight with a hoof on her shoulder; Zecora, who looked on at the coffin with a broken expression; even Sunset Shimmer, after the news had been sent to her through the mirror portal, had arrived to pay her respects to the alicorn she too had called her friend, standing beside Celestia with her own grave expression.

All of these, and more, had come to honor the memory of Princess and friend, before she would be forever laid to rest.

The rain continued to fall, and as thunder rolled across the sky, the Mayor of Ponyville trotted up to the stand, and turned to address the crowd. She cleared her throat, and when she spoke, it was in a slow, sorrow-filled tone, with her head hung low:

"We are all gathered here today to celebrate the life and memory of our fallen princess, Twilight Sparkle. For most of us, she was the Princess of Friendship, a faithful ally and a fair ruler; however, for some of us, she was our friend. I didn't know her as closely as others, but in all my years as mayor, I have never once knew a more brave, loyal, and selfless pony. In everything she did, she strived to serve as an inspiration for us all, and to make our world a better place, one hoof at a time."

There was a small pause of silence, interrupted only by the sobs of Pinkie Pie and the Yaks, and the ever continuous rainfall.

The Mayor continued: "But most importantly, Princess Twilight proved to us that even in the darkest of times, the magic of Friendship is what burns the brightest. And that in those dark times, it is that same magic which brings us together the most." Turning to the coffin, she sighed briefly. "Farewell, Princess Twilight. You will always be remembered in our hearts."

In the rain, it was difficult to say whether any tears fell from her eyes, but she looked ready to cry herself all the same. She stepped down from the stage, amidst what tears were shed, allowing for the next spokespony to step forward. So happening to be Princess Celestia, who took a moment to collect herself before looking up from the stand, and addressing the crowd next:

"...There are no words to describe how much I have lost today. How much Equestria has lost today. Twilight Sparkle, my former student, our dear Princess of Friendship... She was taken from us while protecting our very homeland. No matter what I say today, it will..." She paused, recomposing herself, "It will never do justice to her memories or how far she went to protect us. Twilight Sparkle... We were not ready for this loss-"

But then she suddenly stopped, and her eyes focused on a specific place within the crowd, where she could see them parting and quietly (yet noticeably) making a commotion over whomever, and whatever it was. Those who weren't already aware turned to follow her gaze, and upon seeing what she saw, they gasped or stepped aside with alarm as whatever-it-was came closer.

"By Starswirl's beard..." Celestia muttered, her words all but unheard over the din of the crowd, as the source of the commotion, unfazed by the shock and alarm of those around him, made his way to the front of the crowd:

TD, short for the Terror of Dimensions, the only human in Equestria, and the one who had killed Twilight.

Despite not choosing to be in his human form, he was still recognized by all, having seen him before in his many disguises and forms. In this instance, he had taken on that of his pony self: a red unicorn, with darker red for his mane and tail, a Cutie Mark that displayed a dragon breathing fire upon an opened scroll, and yellow-orange eyes that were serpentine in shape. Too many were familiar with the power and authority he controlled even in so unintimidating a form, and many a pony had trembled in fear when looking into his eyes, which glowed with a light that reflected malice and hate.

And yet, he looked very different this day to what they had seen before. His head wasn't held high nor did he carry any weight of confidence in his steps, as was usually displayed; now, his head hung low, and his eyes remained looking down to the ground - what few glances upwards he gave seemed more in line with seeing ahead of himself, and when the ponies looked into his eyes, gone was that glow that had haunted their dreams before. Gone was the hate, the rage, the power. Not even the lightning flashing above seemed to reveal or emphasize any hints of malicious intent within him.

What they saw today was not the tyrant they once knew, nor the friend that had betrayed them, but the depressing, empty shell of one who's heart had been shattered.

He said not a word as he trotted past the rows and rows of creatures assembled, all but ignoring them and their stares, and simply kept his eyes focused on Twilight's coffin. None tried to stop him, for they were too shocked to say or do anything that would hinder him, so sudden and unannounced had his arrival been. Not stopping, until he had reached the coffin itself. A hushed silence fell on all, where even the rain seemed to be muffled for a period of time. Eventually, however, he finally made a small sigh of sorrow, and then pulled out something from his mane, and laid it upon the coffin. Then he turned away, and just as quietly as he had arrived, he walked back down the street he had appeared from without a word. All eyes turned and watched him leave, keeping their gazes upon him until he had passed beyond their sight, before exchanging glances with one another, unable to explain or understand what had happened.

Until their eyes fell upon the golden, glowing flower that had been laid atop all the others. Its radiance was like a soft ray of the sun had been given form, but as they watched the radiance of that flower seemed to dim ever so slightly, even though it still stood out from all the other flowers. And as another crash of thunder sounded overhead, and lightning flashed across the sky, Celestia struggled to find her voice again to continue with words what had been portrayed through his actions. So instead, the rest of the funeral was passed in silence, with each and every pony present taking their turn to lay something down, upon, or around the coffin, as a sign of respect or to honor their fallen Princess. Some lingered longer than others, and some had more than just flowers to give, others still had little beyond silent words reserved only for the fallen Princess to hear.

However, one of them was focused elsewhere.

While the rest of the funeral played out, Luna remained where she had stood on the stand behind Celestia, her eyes looking out to the edge of town. There, she could just barely see TD's form still visible to her, and once she saw him, she kept her gaze fixed upon him. Watching with a mixed expression of empathy and pity, as he slowly disappeared completely from sight.


~Some time later...~

Beams of ice struck him on both sides.

The frost of the weapons assaulting him sapped away at his stamina.

His family - a Lamia and her child, looked on with white faces, unsure how to act or whether they should.

TD knew he couldn't fight forever, but he couldn't - wouldn't go out this way. Not when these mercenaries could potentially bring harm to his family. And yet, the longer he resisted, the more his strength waned. Even as he tried his hardest to resist the icy beams, he felt the effort to contain them increase in difficulty, until he was literally panting heavily from exhaustion. But resist, he must. And he refused to back down.

Just as he felt his strength nearly give, the beams stopped, and he fell to his knees with exhaustion. Gasping and panting, he didn't notice the leader's gun being aimed then to fire, and only was aware of his incoming doom when he raised his head in time to see the trigger being squeezed.

And then, in that same breath, a familiar form slithered in-between him and the bullet that was fired, and TD's world slowed almost to a crawl as he watched his wife and lover throw herself in the way of the shot meant to kill him. He tried to move, but his limbs felt as stiff as stone, and he could only watch helplessly as the bullet pierced through her heart, and she fell into his arms limply.

It took him a moment to realize he had been crying her name, cradling her lifeless corpse to himself in his grief.

But when he pulled away enough to look back down at her, his heart froze with horror. For now, instead of his wife who had just sacrificed herself for him, it was Twilight whom he cradled in his arms, eyes closed as if sleeping, but he knew better than that. As if compelled to do so, he looked up from her body to the mercenary who had fired his gun, only to be met with his own face staring back at him, eyes cold and heartless as they stared into his soul.

"You killed her..." the doppelganger taunted, his eyes unblinking and his voice hollow with apathy. Terrified, TD let go of Twilight, and crawled away from the mercenary wearing his face. But no sooner had he done so, than Twilight's body limply raised itself up, like a zombie being reanimated, and then turned to him. Her eyes opened, and they were glazed over in the fashion of one who is already dead.

"Why did you kill me?" she asked in seeming innocence, yet it was accompanied by a whispered voice of unknown origin that echoed her, but in a sadistic and antagonizing way.

"I... I didn't..." he stammered, stopping abruptly when his back hit something hard, which turned out to be a tree. Twilight's corpse, and his doppelganger stepped closer.

"You never will change, will you?" his reflected persona laughed cruelly. "You had it all, and then you decided to ruin the ride by killing the only one who loved you."

"S-stop it!" TD pleaded, as more whispered voices echoed the reflection's words in his mind.

"I thought you loved me!" Twilight exclaimed, sounding very hurt in her voice.

"I do- I did... I- I..." TD covered his head and curled up into a ball. "Leave me alone! Don't you think I've suffered enough?!"

"You're a failure, William," his reflection continued to taunt. "And you'll never know peace, because of what you've done."

"...stop, please..."

"You betrayed me..." Twilight said, quieter but still accusing.

"It was an accident... I didn't want to kill you..."

A weak protest, and his nightmares knew it.

"Liar!" his double called, as the tree suddenly disappeared, and TD was left instead floating in a black limbo, while the stuff of his nightmares circled him, tormenting him all the more.

"You pretended to be my friend! I trusted you!"

"...please... shut up..."

"Traitor."

"Shut up..."

"I- I loved you... did that mean nothing to you?"

"Shut up."

"Murderer."

"Shut up!"

"You... you..."

And then, at once, both appeared in his vision, despite his eyes closed tightly shut, and in unison they uttered the final word that broke him:

"Monster."

"Shut up! Shut up! SHUT UUUUUP!"

He raised his hands, and made a violent push outwards towards the nightmares, and immediately like a mist they vaporized. But the damage had already been done, and he huddled back up into a ball. Tears streamed down his face thick and fast, and a heart wrenching pain twisted around in his chest. His body spasmed from several quiet, almost inaudible sobs, the pain and grief so terrible that his whole body felt like it was suffering.

So lost was he in his grief, that he did not notice the white crack that appeared in the wall of his void, and that slowly began to spread out for a ways, before beginning to open itself up. Not until the bright, white light that shone from it shined upon him, making it impossible to ignore. Eventually, it prompted him to look up and shield his eyes with a hand to see what was going on.

And at length, a dark hoof rose out of the white crack, followed by another, and then whoever it was pulled themselves up enough for him to see her face. The light also faded in that instance, so he was able to confirm what he had already started to assume.

"Luna? What do you want?" he asked, more surprised than disturbed by her arrival.

"TD!" Luna exclaimed frantically, noticeably straining as if trying to avoid being pulled back into the crack she had risen from. "Thank goodness I've found you!"

...

"...Leave me alone, Luna," the human said bitterly, turning away from her to hide the tears that threatened to streak down his face again. But she did nothing to depart, and instead called to him again.

"Please, listen! I do not have much time, and I do not have the strength to contact you again!" she pleaded, trying to keep herself in place even as she spoke.

"And why should I care?" he demanded, turning his head slightly towards her. "Don't you remember who I am? What I've done?" He turned his head away again. "Leave me to sleep in peace..."

"Please! Hear me! The Changelings have returned!" Luna cried, before yelping as she was dragged a little ways back into the crack by an unseen hand. But her words had caught his attention, and he turned his head ever so slightly towards her again.

"...The Changelings? What are you talking about?"

"They've captured me and Celestia, and the Elements!" Luna explained through her strained efforts to stay within the dream. "They've taken us to their hive, and are replacing us with their own members, disguised as those whom they replaced! Nopony else in Equestria can stop them... you're the only one I know who can stop this!"

"...Why? Why should I?"

His voice was so quiet, it almost was impossible to hear.

"All I've done is cause death, destruction, and everything in-between," he continued, huddling up into a ball again. "Everyone hates me, and I deserve it. I am not the hero you're looking for, Luna... I'm the monster who deserves to be shunned, and feared, and hated..." A soft sniffle escaped him. "You're wasting your time..."

Luna's form was pulled back into the crack again, with only her head sticking out now, but she continued to try and stay as long as she could. TD didn't notice, and the tears started to flow from his eyes once again, somehow soaking the floor of the dark limbo below him.

"...If you won't do it for me, then do it for her!" Luna called one last time, while her head slowly sank out of sight despite her best efforts. "She believed in you! Don't let her death be the reason you give up! Do it for heeeeer!"

The alicorn's head disappeared into the white crack, and it sealed itself back up shortly after, leaving TD alone in the void again. But even after she was gone, her words continued to ring in his mind as if on loop. Over and over again.

Do it for her. Do it for her. Do it for her...


It took him a while to realize that he was awake, despite his eyes still being closed, but he eventually came to realize it once he felt a slight chill across his body, and the sound of wind blowing from the outside into an enclosed space. Slowly, his eyes opened up, and he sat up from where he had been laying down. His eyes felt crusty, so he took a moment to rid himself of the dried tears that had accumulated in them overnight, only then remembering that he had hooves instead of hands in his current form, and thus it took a little longer than he had initially planned. Afterwards, he took a brief look around at his less than becoming surroundings - not that there was much to look at in the first place.

His choice of residence was little more than a dark cave, of which he was just far enough in the back of it to be left completely in darkness, yet was still in sight of the daylight outside. The cave itself was a little damp, with water dripping down every so often to the floor, echoing all around him as if to constantly remind him of how hollow and empty it was. He hadn't even bothered to decorate or light it up in any fashion; his "bed" was little more than a hard, cold, flat stone that he had decided to rest upon, and already he felt almost as cold as the rock itself.

The memories of his dream lingered in his mind, however, unlike most dreams he had where he could barely remember anything that had transpired before. That alone told him that not only had everything he had seen been real, but also that there truly was trouble afoot. But.. why him? Was there truly no one else? What about Starlight?

...Oh, that's right, he remembered. Starlight has taken on Twilight's duties now. So she's probably caught too. Which leaves Trixie, Thorax, and Discord. And neither one of them is able to do this on their own.

He grimaced, and shook his head. No, he couldn't. He shouldn't. Not after what he had done. How could he even bear to show his face to the ponies again, after killing Twilight? He could barely even convince himself to leave the cave, and that was just to ensure he had enough food and water to stay alive. Yet Luna was asking him - him, the one everyone in Equestria hated, to do the unthinkable, and defy all of that, and save the pony race. Again.

"Do it... for her..." he repeated Luna's words aloud, his voice sounding a little raspy, bringing to his attention how thirsty he was. Sliding off the rock, he stiffly moved his legs, and slowly began to trot towards the entrance. His eyes hurt from the glare of the bright light, having stayed in the darkness of the cave for as long as he did, but he pressed on. Ignoring the stiffness in his limbs, the raspy sound of his voice, and the complaints from his eyes. Repeating those words over and over, even as he felt his heart ache at the mere implication of whom he was doing it for.

"Do it for her... Do it for her... Do it for her..."

He would first deal with his hunger and thirst, and then... well, he owed her that much at least.


Even though he was supposed to be in friendly territory, the Changeling known as Thorax still stuck to the shadows and whatever other cover he could find in Ponyville, as he slowly made his way over towards the Castle of Friendship under the cover of night. Because although he was a known friend to the Mane 6 and the Crystal Empire, the rest of Equestria wouldn't exactly be able to tell the difference with him. So it was best he didn't take any chances, especially at this hour of the night. In any case, he couldn't be too careful regardless - if the Changelings had infiltrated the Crystal Empire enough to where they could replace Shining Armor, Cadence, and even Flurry Heart, then who could say that they weren't lingering somewhere else in Equestria too?

The castle was in sight, though, and he felt as if he was in the homestretch. If he could get Starlight's help, then maybe there was still a chance to-

"You won't be getting any help from Starlight, Thorax."

The voice made him jump, the Changeling having expected any ponies that were around to be sleeping, or otherwise not present in the slightest. Startled, he turned rapidly towards a patch of bushes nearby, where the voice seemed to have originated. Only in doing so, he found himself staring into the familiar dragonish eyes of a not-so-desirable individual to come across, especially at this hour.

"Y-you!" Thorax exclaimed, backing away quickly out of both fear and shock, while the human in pony form advanced slowly towards him, but not with malicious intentions.

"Yes, it's me," TD stated, looking more than a little unimpressed. "Surprise..."

"Wh-what are you doing here?" Thorax demanded, despite his fear, and backed away a little more.

"Same as you, I suppose," TD remarked, which caught Thorax's attention, but before he could make any reply, he was interrupted. "I'd love to explain, but we need to get going while we still can."

Before the Changeling could protest, a flash of light enveloped them both, and when Thorax could see again, he found that they were standing on a ledge overlooking a large valley below them, all but barren of life. And in the distance, standing harshly against the wasteland, the Changeling hive stood tall and imposing, as if challenging or daring anyone to come close and engage their peoples. Even from the distance they stood, many Changelings could be seen flying all around the Hive, likely patrolling the area or performing menial tasks that would contribute to the long-term welfare of the Hive.

Thorax shuddered at the very sight of it all. He had long hoped that he would never have to return to this place again, and especially not with the Lord of Chaos right beside him. And yet here he was, standing at the edge of the ledge that would take him down towards the Hive, where all of his friends and the various figures of Equestria were being held captive. And the worst part was that he knew that there was no one else coming to help them.

For TD, he stared ahead at the Hive as if setting his sights on a clear objective, betraying nothing on his face except a sense of resolve. Briefly, he had a flashback to the last time he was here, saving the ponies from a very different set of circumstances in the exact same area. But back then, he had the luxury of feeling good about his decision afterwards. Now, he didn't know what to feel - only that this had to be done.

"Well, let's get to it, then," he stated, and then leapt down from the ledge into the beginning of the wastelands. But he hadn't gone more than a few steps forward before he realized Thorax wasn't following behind, and he turned back around to see the Changeling looking down at him, features unreadable. "Hey, didn't you hear me? Let's go already."

"Well sorry, I never thought I'd have to go further than this!" Thorax exclaimed in answer, glaring down at him. "It's bad enough I'm even here at all, now you want me to go in there with you?!"

"Thorax, we really don't have time for this," TD said impatiently, frowning a bit.

"Don't have time?" Thorax retorted. "I never even wanted to be here! I came to Equestria to get away from... This, to start with!"

TD started to answer him back, but then he abruptly stopped and paused, as if realizing what he'd say wasn't appropriate for this context. And then, Thorax saw him lower his head and look down at the ground, before releasing a loud, heavy sigh. And then he spoke, but no longer did his voice hold any sense of authority or impatience - it was now very quiet, and defeated.

"Listen... I know that I'm the last person you want to be around right now, next to Chrysalis," he said, keeping his head lowered. "And frankly, you have every right to feel that way. But no one else is coming to help, and we're the only ones who can do something about this. Besides..." TD finally lifted his head, and for once the draconic eyes of his pony form didn't hold the fire in them that had intimidated everypony before, but instead held a sincere, pleading expression to them. "...I can't navigate the Hive on my own, and I don't think I can risk hypnotizing the guards to help me with that this time around. So I really need you on board with this, Thorax."

He stepped back up onto the ledge, so he was now at eye-level with the Changeling, and held out his hoof to him. The pleading look never once left his face, even as he pleaded one last time: "Please... I can't do this alone."

Thorax was quite surprised by what he was hearing, especially hearing TD admitting the need for assistance. He wanted to believe it was a hoax, or some other trick to get him to comply... And yet, he could sense the emotions behind those words, and was shocked to feel that it was genuine. That was the last thing he had expected, and it perplexed him. Could he afford to trust him either way? Or could he afford not to? Even if it wasn't a trick, he had no reason to trust that it'd stay that way.

But he was right about one thing: no one else was coming.

"...Alright, alright. I'll help you," he finally said in answer, taking TD's hoof and performing the brief hoof-bump that was expected, before adding in, "Not for you, though, but for our friends... For Twilight."

TD's eyes briefly teared up, but he managed to keep from having any of them escape his eyes, and bowed his head slightly.

"Thank you, Thorax," he whispered, then turned his attention back to the Hive, his expression slowly hardening into a determined frown. "This is for you, Twi."

And together, the two of them advanced forward towards the Hive...


Chrysalis still couldn't believe her plan had worked so well.

Ever since her defeat at Canterlot all those years back, she was determined to ensure that her next takeover would not be so easily thwarted. So she had taken a more subtle approach: slowly, over time, her children had practiced imitating the various figureheads of Equestria, and taking on their appearances in preparation for the task at hand. And while there were a few bumps in the road, including the demise of Princess Twilight Sparkle, at last it had finally come full circle. Now, her plan was complete, and her spies had taken over the Equestrian chain of command without anypony being any wiser.

And now, multiple new cocoons hung on the ceiling of her throne room, full of her victims. All of whom were having their love taken from them even now, slowly and surely draining them for as long as it would take, until they would eventually be all used up. But none would know of it, and the love that was shown near-daily by the ponies to their beloved heroes and princesses would be transferred over from her children, to the Hive. A never-ending loop, from which they could feed and survive off of for generations to come.

All too easy...

"You know, I really hoped you would have learned your lesson since the last time I had to come all the way out here..."

Those words, coupled with the general threat of an unannounced intrusion, made her spin around rather quickly to see who it was that had spoken. And upon doing so, she was greeted with the sight of two familiar, and hated, faces. One of them a traitor to the Hive, the other a painful memory returning to haunt her. Both of them standing barely a few yards away, with the Changeling among them additionally hiding behind the first figure, peering fearfully over his shoulder at Chrysalis as if he were a disobedient child.

But if she was startled, she certainly didn't show it.

"And as if my day couldn't get any better, look who shows up at my doorstep," she mused coyly, stepping towards them with a sadistic grin. "The traitor to his own kind, and Twilight's greatest failure, both on a silver platter. I'm flattered."

"Don't be," TD said bluntly, his eyes betraying nothing that would suggest intimidation. "Silver platters are too often delivered alongside deceit and doom." His horn glowed with red energy, making her pause. "By all means, keep moving forward. I'd love to have an excuse to shoot you through the wall right now."

The Changeling Queen only looked amused. "Oh, it seems that you have thwarted me at last. Whatever shall I do to protect myself from this daring attack on my Hive?" she mocked, even as countless pairs of eyes appeared out of the corners and shadows of the room, staring at the two intruders with dark grins of their own. Thorax cowered down, and looked all the more scared, but TD remained firm.

"If you don't want to end up tending to third-degree burns for the rest of the week, I'd advise telling your children to back off," he warned, brow furrowing further into a deep frown. He need not have informed Chrysalis regardless, as his words alone made the Changeling swarm about them stop in their tracks, and seem hesitant to approach further. Once again, Chrysalis only seemed to be amused.

"Interesting position we have ourselves in," the Changeling Queen remarked, showing no fear in her eyes, but rather anticipation. "It seems we're at an impasse. I cannot compete with you on my own, and you are no match for the full might of the Hive."

"Really? Last I checked, I made utter fools out of you when I was last back here," TD stated, betraying the slightest smirk in his eyes, if not on his face. "Care for me to give you a refresher course?"

"Tut tut. Always the rash type, aren't you?" Chrysalis sneered, allowing herself to turn her back to him and walked over to one of the cocoons nearby, which so happened to hold the form of Princess Luna inside. "So, I assume you're here to save these ponies? Assuming, of course, they even want you to save them." She caressed Luna's cocoon in a mocking fashion. "Or is this some elaborate plan of yours to earn their trust again? And eliminate potential competition in the process?"

"No," TD said simply, shaking his head lightly. "Call it a favor I owe someone."

"Oh, of course. You must mean your deceased sweetheart," Chrysalis taunted, grinning when she noticed his eye twitch slightly. "And what better time to deliver on that favor, when she's not around to see you do it. Because everypony knows, you have a reputation to keep."

TD glared at her, and Thorax took a step away from him, having sensed a sudden change in him. He was angry. Very angry. And if given time...

"If you're hoping to break me, Chrissy, you'll be disappointed," TD snarled, but Chrysalis just laughed.

"So sure, are you?" she mocked, trotting over to her throne nearby. "Though we've only encountered each other twice now, I've learned much about you from each encounter. You aren't very good at guarding your emotions, and what I've seen is truly a juicy tale." She smirked wider. "You are emotionally unstable. Even the slightest word or phrase can set you off, and cause your little dam inside to burst. And what's more, it's easily triggered if one bothers to mention those whom you once loved, William."

She hissed the name in a manner that was somehow venomous, yet almost seductive at the same time, but it triggered the response she had hoped for regardless. TD's confident charade cracked, and his expression wavered. He looked as if he had been stabbed in the back, and was only just starting to process it all. And she could sense how deeply it impacted him, taking delight in knowing how quickly and easily she could get under his skin.

So she continued. "Does it bother you? I would have thought by how willing you were to end her life that you wouldn't care. After all, they never meant anything to you, did they?"

"...Stop that," TD warned, starting to frown again. His horn gave off a small crackle of electricity, making Thorax and the other Changelings back up a bit.

"Uh... TD? Thorax called to him, but his words fell onto deaf ears, which only started to confirm the fears that were coming to light inside of him.

"She was so confident in herself, you know," Chrysalis continued, beginning to pace about while eying her prey. "She truly believed that you could be saved. That you would be her greatest achievement." She grinned slyly. "But you decided to throw that away, and your love for her with it."

"Stop it," TD warned again, this time a little louder, as his tone cracked slightly with emotion.

"Oh, but that wasn't the first time you've had someone play hero for you, is it?" Chrysalis was on a roll now, digging deeper and deeper into his psyche, and tormenting him with everything she could find. "There was that time when you lost a wife to those who hunted you. You could have stopped her, saved her life, but you let Agápi die in your stead."

"You have no right to mention her name!" TD snarled, stomping his hoof on the floor, and causing his horn to glow brighter, much to the concern of his accomplice and those who surrounded them. Chrysalis, however, seemed to ignore this, and pressed it even further.

"Did you ever tell her, before she died?" She inquired sadistically, the cruelty in her eyes all too evident. "Let her know how much she truly meant to you? Did it make the heartbreak hurt all the more, when she jumped in the way of your magic?" A cruel laugh escaped the Changeling, and she made a mock look of sympathy. "Poor little William. He keeps losing those who are close to him, no matter what he tries. Because he cannot escape the one, glaring truth that haunts him to this day."

She dared to get in close, and whispered the last part into his ear. "You can save them from everyone, but yourself."

BAM!

It had happened so fast, even Chrysalis was unable to process what had happened for a split second. But once her brain had caught up with her, she found herself sprawled over at the foot of her throne - which now had a large crack right down the middle of it - with intense pain running all across her back and chest, and TD's front hoof still held up in what had apparently been a hard punching motion, steam wisping off the tips of it. Additionally, a red shield had been placed around an utterly terrified Thorax, and even as the entirety of the Changeling swarm tried to approach, red aura surrounded each of them and tossed them aside like ragdolls. All while TD stared murderously into her eyes, his own glowing darkly with utter rage in them, and his teeth grit tightly together.

Slowly, he marched over to her, and lifted her head up to look him into the eye, staring deep into her soul while he charged his horn up with a mighty spell.

"Choose your next words carefully, insect," he hissed in a surprisingly calm, yet dark tone. "Because you tread on mighty thin ice."

Chrysalis gasped and tried her best to breathe, but the pain made it difficult for her to regain the breath that had been knocked out of her, and she attempted to stand up but collapsed from the pain only seconds later.

"Stop, this is cruel!"

TD's head snapped back to see who had spoken, only to realize that it was Thorax who had spoken - the other Changelings didn't seem to have gathered the courage to approach TD a second time.

"Is it any more cruel than what she's done to the ponies?" TD demanded of Thorax, glaring hard at him with irritation.

"This isn't what we came here for!" Thorax argued, pounding his front hooves against the shield encasing him. "We're trying to save the ponies, and then leave!"

"And we will leave, after I'm done with this pest," TD answered darkly, and his horn charged up as he glanced back to Chrysalis, who seemed to have given up on trying to escape, and looked to him with fearful realization that she was doomed. The Dark Lord's horn glowed brighter, dangerously so, and he seemed just about ready to use the spell he was building up, when Thorax called to him again.

"TD, please stop! This isn't what she'd want!"

*Poof!*

Like a puff of smoke, the spell suddenly faded, and TD dispersed the spell completely. His heart seemed to have stopped in his chest, and his eyes widened as if he had just witnessed a horrible tragedy. Shaking from head to toe, he staggered back from Chrysalis with some difficulty, before flopping onto his hind legs, and hung his head while looking at the floor.

"You're better than this... I know you are..."

However, while he attempted to recollect himself, Chrysalis took her opportunity, and crawled away into a side tunnel, before it shifted and shut behind her. Many heads watching her go, before returning their attention to the shaking, quivering pony in the room. Thorax, in particular, looked very concerned for him, and even more so when the shield around him suddenly disappeared. Cautiously, he approached TD, and reached a hoof out to his shoulder.

"TD...?"

Suddenly, with a cry of anger, TD's head reared up with a charged spell, and he fired a beam of magic ahead of him, impacting the throne in the room. At first, it seemed to have done nothing, until a red, glowing crack appeared in the stone. That crack began to grow, and more followed after it, creeping along the throne's surface, until it was completely covered in them. And then, with a flash of light, the entire throne crumbled and fell apart, while the Changelings all looked on in stunned silence.

...

...

...

"...Start getting them out of those cocoons," TD finally said to Thorax, without turning his head his way. The Changeling, not willing to argue, simply nodded and began by starting with the closest cocoon to him, slowly freeing the trapped pony inside. The other Changelings crawled about, some even daring to take a few steps forward, but none of them dared to interfere - they had seen enough to think twice about trying to stop them.

One by one, each cocoon was freed, and the pony within helped to their feet by Thorax, or by other ponies who had been released as well. Eventually, all members were freed, and able to slowly get their bearings. However, not all of them were in prime condition.

"Ugh... my head," groaned Applejack, rising up from the floor with some help.

"That... Was... Awful..." Rainbow Dash managed, looking sick to her stomach.

"Oh, thank Celestia!" Rarity exclaimed while shaking off some of the goo. "I thought we were done for sure!" She then grimaced. "Oh... This is going to take weeks to wash out..."

"Ooo! Slimy!" Pinkie Pie exclaimed, looking at the slime still in her mane, then took a sniff. Immediately making a disgusted face. "Blech! But very smelly, too!"

Fluttershy just looked around with a mixture of fright and confusion, and when she saw the other Changelings, she squeaked and hid behind Applejack.

"Thorax?" Starlight spoke as she was broken free of her cocoon, unable to believe what she was seeing.

"Yep," Thorax confirmed, giving a small nod of his head.

"What are you doing here?" Starlight inquired, tilting her head. "Better yet, how are you here?"

"You have him to thank for that," Thorax remarked, and pointed to where TD still had his back turned to them. All eyes turned his way, and a few gasps were exchanged.

"...You! What are you doing here?!" Rainbow Dash demanded, looking ready to attack. But when TD turned his head towards her, it was with barely a passing glance, and he seemed to be annoyed.

"You're welcome," he said simply, and turned his head away from them.

"Uh... there somethin' we missed?" Applejack frowned, confusion showing across her face.

"He is here on my account..."

All heads turned to Princess Luna, who by now was freed alongside Celestia, and it was she who had spoken.

"What?!" multiple voices exclaimed.

"I contacted him through his dreams, and begged him to come here and assist us," Luna explained calmly, ignoring what expressions of shock or surprise the others all exhibited. "Without him, I fear to imagine what would have become of us."

"It wouldn't have been pretty, that's for sure," Thorax said grimly in response.

"Hold on... He saved us?" Rainbow still was in suspicious disbelief, and glared back at TD. "Pfft! Yeah, right! This has to be some kind of setup. He doesn't 'save' anypony - he pretends to be your friend, and then he betrays you just when you're starting to warm up to him!"

"I could have just left you here to die, you know," TD answered irritably, still not turning towards her. "Not that you'd care. It doesn't matter anyways: you're free now. I trust you can all handle things from here."

"Wait, you're leaving?" Thorax asked, looking panicked as he glanced over to the other Changelings. "But what about them?"

TD made a small glance towards the Changelings, then looked away again.

"I doubt they'll give you any further trouble," he stated in answer, before his horn gave a soft glow. "And for the record, don't expect more favors from me. In fact, after this, you won't have to worry about seeing me ever again."

"TD, wait..." began Luna, but she was too late. A bright flash surrounded TD, and when it cleared, he was gone. And despite the multitude of individuals in the room, a heavy silence fell over them all.

"...So... What happens now?" came the voice of Spike, who seemed the most confused of them all.

"Now... I suppose we should leave the Hive while we still can," Celestia suggested, giving a small glance over to the Changelings nearby. "For the time being, I believe it's best to leave the Changeling Kingdom to the Changelings, and discuss this matter at another time..."


Annnnnnnnnnnd, that's a wrap!

This took me much, much longer than I had wished, and juggling both work and school certainly didn't help. But now the deed is done, and I am happy. Worry not, I have not abandoned any of my other projects (at least the ongoing ones), and I will try to get to work on them whenever I catch a break.

See ya down the trail, my friends! And hopefully, this alternative timeline is interesting enough to have y'all stick around - I'd hate to know that I'm boring you to death. :P