AN: It's late. I'm tired. Here's a chapter!

I don't own My Little Pony, and I'm not earning money from this, sooooo...yeah!


Chapter 18: Mowing Down the Competition


Twilight slowly peaked around the edge of a fallen tree's roots to look at a slight crack in the rocky face of the mountain. From her hiding point she could see a few changelings twitching back and forth, eyes glancing around the immediate area for more intruders.

"My vote is to just run straight in there and cause as much havoc as possible," Discord said from where he lay upon the ground with binoculars next to the ponies.

"As much as I really hate to say this," Rainbow Dash groaned from up above Twilight where she poked her head above the fallen trees trunk, "I agree."

"Oh, and I thought this day would never come," Discord dabbed at fake tears with a handkerchief.

"I'm only agreeing as it will bring Fluttershy home faster than if we just sat here," Rainbow growled.

"And I thought we were friends," Discord pouted.

"Will you two knock it off," Applejack growled, "I'm starting to get sick of playing sheriff between you two!"

"Can I be sheriff then!" Pinkie asked in excitement.

"No," came the collective response from the rest of her friends.

As Pinkie frowned, Discord chuckled out, "Well, I may have a position open after I finish with Ponyville's remodel."

Twilight ignored Discord's comment, he was only trying to agitate them. And judging by Rainbow Dash's glares, it was definitely working. Turning to face the rest of the group she began to make a plan for what was up ahead.

"Perhaps if we can send out a small group to distract the front group, we can send in a team to get Fluttershy out of there."

"Sounds good to me," Rainbow smirked, "I am more than willing to bash some skulls."

"Good, cause I want you to go in with me to find Fluttershy while the rest of you-"

"Wait a minute," Discord interrupted, "You expect me to stay out here while you go in and sneak Fluttershy out the back. No deal."

"Discord," Twilight sighed, trying to reason with the draconequus, "First of all, I don't see how we could just "sneak Fluttershy out" considering that we have no way of knowing if this cave system has any other entrances we could use."

"You have magic," Discord objected.

"That aside," Twilight rolled her eyes, "You have to be the most chaotic, destructive force I know of. You practically wave a sign around yelling at the world to look at you!"

"I-I do not!" Discord immediately poofed away the sign he was holding behind his back that flashed in neon lights "Hey World! Look at me! I'm Discord!"

Twilight pretended to not notice anything, "With all your magic that you throw around, you'd be best out here. You could attract the changelings to you and away from Fluttershy, giving us a chance to get her out safely!"

"As wonderful of a compliment that you have given me," Discord's face changed from one of flattery to a serious stare in an instant, "The problem is I cannot trust you."

"Trust us," Rarity scoffed, "It is you who cannot be trusted!"

"Me? After all that you ponies did!" he waved off her comments.

"Hey guys," Pinkie muttered from the back of the group.

"Not now, Pinkie," Applejack waved her comment aside, looking at the draconequus, "What we did was try to find our friend who was in danger! You are the one that is keeping her from getting better by hiding her away!"

"Yeah," Rainbow joined in, "If not for you, we could have Fluttershy back to normal and sitting restfully back in her little cabin in Ponyville."

"It's a cottage," Discord huffed, "And if not for me, she would have been timberwolf food! I saved her from that forest you ponies sent her to! I was the one that helped find a healer for her! I am the one that deserves to save her!"

"Guys," Pinkie's voice tried to interrupt again.

"In a minute, Pinkie," Twilight said, not taking her eyes off of Discord, "No one deserves to save anyone! We must save her because she simply needs saving! Not to be some knight rescuing the princess from a tower because they are simply a knight!"

Discord scoffed, "And just who are you suggesting she needs saving from? Because from where I float, it sure isn't me!"

"And who else could it be?" Rainbow rolled her eyes.

"Changelings!" Pinkie called out from the back of the group.

"Well, them too I guess, but…" Rainbow trailed off as she glanced at her pink friend, who was now pointing at the Changelings that surrounded the group.

"Pinkie," Applejack gasped in horror, "Why didn't you say anything!"

"But I was!" Pinkie cried in dismay as she tugged at her pink locks in frustration.

"We don't have time for this," Twilight huffed as she looked at the group, "Girls!"

Discord coughed forlornly into his paw.

"And Discord," Twilight rolled her eyes at him and receiving a soft mutter of thanks in return, "Get them!"

With a cry the group jumped at the surrounding changeling horde.


"Ugh," one of the changelings guarding a corner of their small cave networks growled out, "Will this pony ever stop?"

"Maybe you should stop whining so much," his partner quipped with a soft hiss, "Just enjoy the fact that you will be taking part in the glorious downfall of the ponies and how our Queen will reward us. Soon it will all be over."

"But she won't stop," the first guard growled out, glancing down at the small form of a yellow color pony that sat in a corner. He groaned as he felt her emotions do a one-eighty once more, changing from horror and sorrow to that of extreme happiness and cheer.

Fluttershy heard none of this as she gasped out desperate giggles as the world around her swirled between reality and that of festive parties. One second it was an imposing, grim cave, the next it was a brightly decorated gala filled with music. As she watched the world around her change once more into that colorful space, she could only recall that song everypony was enjoying not months before.

"Come on, everypony. Smile, smile, smile," she whispered to herself as she rocked back and forth on the ground. Oh, how they must all love the song! These changelings must be grinning ear to ear in happiness!

Pausing she shook her mane, trying to righten her thoughts again. She had to remember why she was here and what she had to do. Her friends couldn't afford for her to lose herself again!

"I need to help my friends. They are in…danger. I need-" Giggles replaced her frantic mutters as her voice took over a song quality, "Fill my heart up...with...sun...shine…."

The first guard just rolled his eyes as the pony descended into song once more, "Listen, just what are we doing here anyways. I thought we were going to just feast on this one anyways."

"We are," the second rolled his eyes in obvious annoyance at his companion, "But we need to wait for Commander Chalcid's order."

"Chalcid," the first hissed, "It's always Chalcid! Why do we have to listen to this disgraced leader anyways?"

"Because Queen Chrysalis told you to," the second snapped.

"But wasn't it his fault that we were defeated in Canterlot? He was the one that was supposed to get the intel on all the party guests and didn't give her majesty the proper level on information on the magic and spells that would have made our conquest successful!"

The second guard hummed in response as he just kept watching the entryway into their secluded corner.

"I mean, really, how hard could it have been to find that ponies can cast such spells that banish things from their realm," he continued, "Anyways, I don't see why we don't just drain this one here and get on with taking out the rest of them."

"Because, you fool," the second guard stopped his rant, "You know well and good that you cannot change into a life form that is dead. We need her alive until the trap is launched, otherwise we cannot guarantee that our guests will fall for it!"

"With that other creature with them, who's to say that they haven't already seen the trap!" the first guard countered, "Plus, I'm hungry! We haven't had a good meal in weeks. The stupid creatures in these woods finally realized what we could do to them!"

"We're all hungry and tired," the second said in an exasperated voice.

"But I'm really, really hungry," he whined loudly.

"You know what. Do what you want. But it'll all be your head if Chalcid finds out," the second guard huffed, turning away with a grunt and purposely ignoring his partner.

"Fine, but if I get a chance," the first guard glanced over at the quivering pony on the floor with a hungry look on his face, "I'm taking a bite."


Midge flew around the corner of the cave entrance, his chest rising and falling in frantic huffs. After a minute of sitting still, he glanced back around the corner to the battle that was now taking place outside.

"Ah, Midge," a smooth voice uttered from behind him, "Battle report."

"Ah! Commander Chalcid, sir!" Midge hurriedly gave a salute, his eyes nervously glancing between his leader and the exit of the cave, "Everything is...uh...is…."

"Is what," Chalcid's voice held an underlying level of angry clicking that promised pain if he didn't answer right.

"It's chaos!" Midge cried out, "I don't know what plan of attack to go with, as whatever that creature is that the ponies have with them is just mowing down our troops! Literally!"

Chalcid looked out of the entrance to spy the large potpourri of a creature using a large riding lawnmower that collected up a mass of his troops and spit them out across the forest. The ponies that fought along side the creature all squealed and jumped out of the way in fright, as it had no regard for friend or foe.

"Strange, this one may be a problem," he muttered, "What else is this...thing...capable of?"

"Anything," Midge scoffed in a strained voice, before recognizing that he was in the presence of his commanding officer, "I mean…the, uh, creature seems to just summon and change the world around him at whim."

"What of taking on the creature's form," Chalcid asked in contemplation, "Can you not take on its shape and magicks that way?"

"We tried," Midge cried, "But whatever magic that creature uses is not mimicable by our powers. No one troop is able to go against it!"

"Hmmm," Chalcid kept his attention on the strange creature that now laughed as he tossed around large, decorative cakes with the pink haired pony. His image shivered as his own internal magic went to work, changing his form to match that of this obvious enemy. Within a minute a duplicate of Discord stood before Midge.

"S-Sir?" Midge asked in shock.

"I...see," Chalcid muttered with a bored tone as he studied the new form he had, "This is a very complex form indeed."

"Can," Midge began only to pause under the harsh gaze of the transformed Chalcid, "Can you use his-his magicks?"

Chalcid's face became focused as he tried to collect the power required to summon a simple cake like this creature obviously could do. The focused look began to deteriorate after a bit as it became more of a glare. Sweat began to form on his brow as he contorted in face in obvious effort.

A gasp echoed through the opening to the cave as Chalcid was forcefully changed back to his natural form. Collapsing to the ground in gasps, he grit his teeth in frustration.

"Sir!" Midge called out in shock, "Are you alright?"

"Fine," Chalcid growled as he pushed the soldier to the side, "This creature is...powerful. This magick I cannot describe. It is like looking at a child's drawing and trying to interpret the smudges as a piano concerto."

Midge nodded though he did not understand what was just said.

"No matter, this may work in our favor," Chalcid chuckled darkly, "We have already seen that they do not trust each other, these ponies and their...pet."

"What are your order's, sir," Midge asked.

"Since plan A is obviously not going to work, it is time to spring Plan B," Chalcid grinned.

"Yes sir," Midge nodded.

"Give them a good show, trooper," Chalcid grinned darkly.

"Thank you, sir. I will, sir." he nodded, changing his form to that of a pony.

"And Midge?"

The changeling gulped, his small gasp of air sounding so light compared to its normally masculine levels.

"Try not to run from battle this time."

Chalcid walked away as he left his unspoken threat hang in the air. Midge could only nod in understanding as he took his place by the cave entrance. He had already failed once today, he could not let his leader down again.


Discord laughed maniacally as he grabbed a group of changelings that he had squished down to the size of a small ball. With a loud yell, he swung his golf club and watched as the group soared high across the horizon.

"Discord!" came the angry yell of Twilight Sparkle.

"Yes?" he smiled down at the frustrated unicorn.

"Watch where you are swinging that thing! You almost hit Rarity in that last swing!"

"Oh, did I now?" Discord asked nonchalantly, not at all worried about the possible harm to his comrade.

"We only need to cooperate for a little while longer," Twilight muttered more to herself than anyone else.

Discord just smiled widely at her annoyed attitude. It would work well for him when they finally found their wayward pegasus. Lies were so much easier to make when they were fed out of partial truths.

A yell of fright interrupted his thoughts and made him look out over the battlefield. It took a moment but there, by the cave entrance, stood a frightened looking Fluttershy.

"Fluttershy!" he called out in delight, but then paused. Something was not right here. He couldn't quite put his claw on it, but something was off here.

He studied her form in front of the cave entrance closely, pulling out a pair of binoculars to do so. She looked like Fluttershy, with the pale yellow hide and soft pink hair. She even sounded like Fluttershy, with that gentle voice that was hard to hear over all the fighting going on around him. Yet there was still something off about her look that was setting alarms off in his head.

With a quick shake of his head he was able to get the obnoxious noise out of his head, removing a device the size of his paw from his ear that was complete with a flashing red light and large ringing bell. It of course brought the attention of the battlefield to him, not that he cared. A quick toss of the device over his shoulder and he could finally think clearly. Discord didn't even bother to turn his head to watch as the device exploded with a loud splat, releasing bubblegum webbing across the downed trees and combatants. The surprised mewl told him that the manticore had also been caught in the crossfire, but he really didn't care too much. The creature was large enough to makes its own way out without his help.

As wondrously delicious as it would have been to watch the chaos that was unraveling right behind him, he needed to concentrate. Taking a deep breath, Discord looked, truly looked, at this new addition to their battle. And then he saw it as plain as day. This Fluttershy may move and sound like his Fluttershy, but whoever this Fluttershy was, they had missed some crucial details.

Work of an mature, that was for certain.

Discord considered for a second letting the ponies know that this pegasus was an imposter, obviously a Changeling, but paused.

No, he mused, No, this could be to my advantage. I may know this, but they most certainly will not. Let the changelings play with the ponies. And while they do, I will get the chance to rescue Fluttershy.

Discord laughed uproariously, flying back down into the battles to spread more chaos. He had to admit, he hadn't had this much fun since he was able to escape from his first time being turned to stone!


Rainbow paused when she heard the ringing from where she was kicking changelings out of the sky. She was getting frustrated, for every one she knocked back, another three took its place. At this rate, she and her friends would be swarmed.

And no matter how much Fluttershy had said in the past, or Twilight said now, Discord was not counted amongst her friends.

Turning her head to investigate the noise, she spotted the draconequus in question tossing...something...over his shoulder into a mob of Changelings that the manticore from earlier was fighting against. Said object exploded on contact, releasing a bright pink mess that she thought only Pinkie Pie was capable of, catching the manticore and changelings alike. Shock lined her face as she glanced over at Discord. He wasn't even watching what he was doing! He just kept staring at the cave.

Bucking one more Changeling out of the sky, she turned to look at what held Discord's attention. There, by the cave entrance, stood a fit, if slightly shook up, Fluttershy.

"Fluttershy!" Rainbow called out, blasting through the sky to her long lost friend. Everything else around her didn't matter right now. All that mattered was that her friend was here, safe, and not in the claws of Discord.

Within seconds Rainbow Dash found herself in front of her wayward friend, pulling her into a tight hug.

"Where have you been! You know what, doesn't matter. Are you alright? Did the changelings hurt you? Did Discord do anything to you?" Rainbow did not stop talking as she looked over the yellow pegasus, checking her for any harm that may have been done to her.

Fluttershy, for her part, did her best to try and speak, but could only get out single syllables as the blue pegasus hovered around her like a mother bird.

"Fluttershy!" came the cry of Pinkie Pie as she hopped over to the small outlet of rocks that they found themselves in, leaving behind a trail of changelings that were covered in cake and confetti. On a normal day it would have looked like any of Pinkie's post-parties.

Rarity followed not too far behind, delicately trying to not step in any of the mess that the party pony had left in her wake, "Oh my! Pinkie you really do nee-Fluttershy!"

"Fluttershy," Applejack's questioning voice rose from the other side of the outcropping. A crash was heard, followed by the ragdoll forms of a few changelings flying across the air above them. Seconds later the earthpony came into view, looking out of breath but otherwise in good shape.

"Fluttershy," Pinkie cried out as she glomped the pegasus, tears pouring down her face, "You were gone! *sniff* And we didn't know where you were! *sniff* You left us!"

"Now-now, Pinkie Pie," Applejack patted her friend on the back, before giving a relieved grin to the pegasus, "What she was trying to say is that we missed you, and that we are glad to see ya' alright."

"LOOK OUT!" a voice cried from above. The group all looked up to spot a changeling falling right to their location. Jumping out of the way, the girls all studied the fallen changeling before spotting Twilight Sparkle jumping down from a downed tree trunk running towards their location.

"Twilight," Rarity smiled, rushing to meet her friend. Upon seeing her friend's condition, she immediately frowned, a look of concern crossing her face, "Twilight, dear. Are you doing alright?"

"I'm fine," the unicorn huffed out between heavy breaths.

"No, you most certainly are not!" Rarity declared, "Look at you. You have been using too much magic! You need a break."

"We can take a break when Fluttershy is home," Twilight snapped, "Where is she? I thought I heard you all calling her name."

"Over here, Twilight," Rainbow's voice called out in glee, "Look! We found Fluttershy! Before Discord!"

Twilight looked past the blue pegasus to where Fluttershy was staring uneasily at their group.

"Fluttershy," Twilight cried out as she raced forward to envelope her friend in a hug, tears dripping down her face, "Oh! We all missed you so much! I'm so sorry! I didn't mean for any of this to happen. I-I-I-"

"Don't cry," came the whispery voice of Fluttershy, "Please don't cry. I'm sorry that I caused so much trouble."

"You cause trouble?" Rainbow scoffed, "More like Discord caused trouble! You have nothing to be sorry for."

"Yeah, you were only upset over Twilight's spell. I mean, we all were a bit loopy for the longest time there! But that's not the point!" Pinkie gushed.

"I think what Pinkie is trying to say," Rarity stepped in before their hyped up friend could put her hoof in her mouth again, "Is that we missed you, and we do not blame you for anything."

"We all missed you," Applejack smiled softly, "And we're sorry that you felt like you needed to run away."

Twilight nodded to them all in appreciation before turning her gaze on Fluttershy, "We all have missed you so much. But I have a way to make things right again!"

Taking a deep breath, Twilight paused for a moment to survey the area. If they were going to do this right, they needed to get Fluttershy out of here before Discord showed up and ruined everything. She gave a pointed look to her friends and nodded in the direction of the cave. While Pinkie and Rarity gave her confused glances, Rainbow nodded and Applejack responded with a "You got it, sugarcube!"

With their friends watching their tails for attack, she began to pull Fluttershy along beside her to try and get her away from the fighting.

Twilight looked at Fluttershy, pulling her forward and while explaining, "We just need to get back to Ponyville and we-"

"Wait!" Fluttershy shouted very loudly, making the whole group freeze and stare.

"I-I mean," Fluttershy coughed, "We shouldn't go that way! It's dangerous."

"Dangerous?" Applejack asked in a confusion, "Well, I know Discord might be that way and all, but we cleared out the main group of changelings."

"No-no," Fluttershy shook her head, "There was a large monster out there earlier. It is very dangerous that way."

"Oh, you mean that silly Manticore?" Pinkie Pie laughed, "Don't worry! He's friendly! You'll remember all about him once we get you back to normal!"

"No, I mean," Fluttershy began to look flustered as she looked for the right words, "I mean that is where the Changelings caught me! I think they have an opening to their hive over there!"

"Opening to their hive?" Rarity asked, "I don't remember seeing one over there."

Applejack gave Fluttershy an odd look, "Neither did I. Are you sure that you are feeling alright, Fluttershy? Is your cutie mark still affecting you?"

While Rainbow and Pinkie nodded along, accepting what she was saying at face value, she was Fluttershy after all, and not a pony known for her lies, Twilight was getting suspicious. The story that the pegasus was giving them wasn't sounding right at all. The manticore had said that he had chased her into the cave before capture had happened, but here Fluttershy was saying otherwise.

"N-no, no!" Fluttershy laughed nervously, "Maybe I've gotten turned around. I was just worried about going back that way is all. You see, the caves have many tunnels and I ran this way by chance. I was thinking it might be safer if we went back inside and went down one of those paths to escape instead."

"I don't know," Applejack frowned, "That doesn't sound safe at all."

"But they won't be expecting it at all," Fluttershy countered, "For us to make our escape through their camp. We can slip right out the back!"

"But how do you know that," Twilight reasoned, "I thought you said that you came out here by mistake. Wouldn't that reason that you do not know the tunnels, let alone another exit from them?"

"They, uh, dragged me through the tunnels before they put me in a dungeon area, and, uh, I saw light down some of the side paths. I think there were exits," Fluttershy offered.

"A dungeon?" Rainbow parroted, "How did you get out?"

"Uh...luck?" she shrugged, trying to smile but failing.

Twilight studied the Fluttershy before her in disbelief, before she noticed something that she should have noticed a long time ago.

"I'm not surprised you would go unnoticed," Twilight said, giving the figure before her a hard look, "Especially considering that your cutie mark is already back to normal."

The group gasped and backed away from the figure that claimed to be Fluttershy quickly. They all looked closely at what should have still been the festive balloons of Pinkie Pie's cutie mark was the triad of butterflies that they all knew well to be that of their friend's. After so many times of seeing it upon their friend, they never once thought to check to see if it had been any different, even in the face of Changelings.

The cutie mark in question vanished with blue-green flames, only to be replaced by the balloons it was supposed to be.

"You know," Fluttershy's voice came out with a hiss and odd clicks, "I really wish you hadn't noticed that. Now Chalcid is going to punish me for sure."

"Who are you! What have you done with our friend!" Rainbow demanded.

"I am just a soldier following orders," came the response, the voice having changed from Fluttershy's soft soprano to that of a masculine baritone, "And while I couldn't get you to follow me inside, I think I have distracted your group for long enough."

The group of ponies looked up and saw that during their brief conversation with who they thought had been Fluttershy, they had been surrounded by changelings.

"That may be true," Twilight said with a smirk, "But we still have a secret weapon of our own on our side! Discord."

"You rang, dear Twilight Sparkle," Discord asked as he appeared in the air above the ponies.

"That Fluttershy was a fake!"

"Oh, but I knew that faker was faking it all along," Discord floated lazily upon his back above the group.

"What!" came the collective shout of the ponies and one pegasus changeling.

"I was watching as this cute little look-alike ran out of the caves, but caught on right away about the faux pas," Discord yawned as he filed his nails.

"And you didn't-," Twilight started, but stopped before she gave herself a headache, "Discord! This means the changelings still have Fluttershy in the cave!"

"Yes. And?"

"Annnnd you should help us fight them so we can rescue her!" Twilight was getting really fed-up with the draconequus.

"Ah, and there is where we must part paths, dear Twilight Sparkle," Discord chided, flipping over to smile down at the group, "You see. While I could help your group to rescue the fair Fluttershy, there is nothing to say that you will even give me a chance to talk to her, let alone come with me as she rightfully should. Considering that I am her rightful friend and all."

"Rightful friend my hoof," Rainbow growled.

"But if I leave this large horde of changelings up to your group, then I have all the time I need to go and rescue my friend from your evil clutches."

"What!" Twilight gasped.

"I told you he was a bad seed," Applejack spat.

"Discord! You would just leave us here? Just like that?"

"Oh, you make it sound like we were all friends to begin with, Miss Sparkle," Discord frowned in a mocking fashion.

Rainbow Dash made to go after him, only for some changelings to alter course and block her path. "I promise you this, Dipcord!" Rainbow yelled up at him, "When I get a chance, I will make you pay!"

"I am so frightened," Discord mocked, "Now, as much as I love taunting ponies in peril, I do have other things on my agenda. Toodaloo!"

"What now?" Rarity asked from where she stood next to Twilight.

"What else?" Rainbow asked, "Now, we fight."