AN: So with a broken computer at home and working around a computer at work, we finally move forward. We are heading into the last few chapters!

I don't own My Little Pony, or any references to Heaven's Lost Property (ever so lightly) or Emperor's New Groove.


Chapter 19: Round 1, Fight!


The two changeling guards sat before their lone prisoner when a group of their brethren went charging by in battle armor.

"What is this about!" the first guard called out.

One of their brothers heard his call and paused, "Haven't you heard? They found the rest of those ponies from the battle in Canterlot! Chalcid is offering a reward to anyone who takes them out!"

"Reward?!" the two guards stared at each other before wicked grins spread across their faces. The two guards began to run into the hallway to follow their fellow changelings when one of them stopped.

"Something wrong," the second guard asked, pausing to see why his comrade was not following.

"If we are gone, then there will be no one to watch that thing in there," the first muttered, glancing at the yellow pony that gave an awkward giggle as she looked at the world around her.

"That girl ain't going anywhere," the second guard's voice buzzed softly as he snorted, "She hasn't done much but sit there and mutter the whole time. I doubt she's even aware of where she is right now."

"Yeah, aware," the first parroted.

"So what are you waiting for? We did our job until the trap was launched, and now they need our help on the front lines. This reward ain't goin' to claim itself!"

"You know what," the first guard muttered, taking a long look at the laughing pony in the room before looking at his comrade, "I'll be along in a second. I don't want us getting in trouble for the prisoner wondering around when we are supposed to be on duty."

"You? Worried about being in trouble?" the second scoffed.

He waited for a minute, but the first guard did not respond.

"Whatever," he rolled his eyes, "But don't blame me while I am rolling in riches and you are stuck with latrine duty again!"

"Yeah, yeah," the first waved him off, "I'll bet you get knocked out in the first few seconds and I'll be left having to mop up your mess."

The second guard just glared right back, giving a hiss as he flew off down the hallway towards the exits.

"He is right about one thing, however," he muttered to himself, as he walked slowly towards the pale yellow form before him, "Now that the plan for a trap has gone through, I don't see the reason to have you around anymore."

He grinned darkly and licked his lips as he stood before the crazed pony. She was obviously unaware of anything, as she rocked to and from, muttering frantically between giggles.

"Did I mention how hungry I was?"


Discord was flying through the caves as fast as his wings could take him. Fluttershy had to be down one of these corridors. Now if he could just find her before her friends got there first.

Not that he was very worried about those killjoys stopping him. It's not that he doubted that they could take down all the changelings that would be chasing them down. Oh Celestia, that was not the case. Especially with a Manticore on their side. But they definitely wouldn't be inside the caves for at least another ten minutes, so he had time.

"Floating through this labyrinth is all well and good," he growled to himself, "But I really wish little Fluttershy would have left some kind of hint…."

No sooner had Discord spoken when he heard a soft giggle down one of the side tunnels.

Discord gave a large smile and refocused his efforts to the rightmost path, "Sometimes all you have to do is ask."

Slipping down the corridor he came face to face with a small battalion of changelings. He paused to watch as they all stared at him in shock. They were not expecting anyone outside of their own group to be wandering their halls. It always made him feel so happy inside when he got to do surprise calls.

"A cheery hello to you good sirs," Discord bowed low, producing a cane and top hat to complete the character, "Would you happen to know abouts where I can find a dear friend of mine? She looks like this…."

He changed a nearby rock into the form of Fluttershy, taking a mere second to paint the form with a snap of his tail. He stood to the side to reveal a life sized pegasus form, poorly painted a bright canary yellow and neon pink that bled down into the body.

The leader of the little group turned to look at the others, giving out a questioning click only to get confused looks back. The changeling's looked between the painted rock formation and the draconequus, uncertain as to whether to communicate with the creature or just attack.

"Well, fine," Discord rolled his eyes in exasperation, "If you don't know you could just say so."

The changeling's didn't stand a chance as they were suddenly swept into a large dust pan by a broom that was taller than even Discord. Coughing fits ensued as the broom moved large amounts of dust into the air, blocking out the changeling's view of the draconequus and the surrounding world. A snap of the paw later and the distractions were removed, leaving behind a delightfully dust free hallway and a pleased Discord.

Pulling out a white glove, he ran his finger along the walls of rock and inspected for dust, "Not so bad if I do say so myself!"

His feeling of victory was short lived as he refocused his efforts to finding Fluttershy. As he continued on through the chambers and rooms filled with mini changeling nests he found himself finding everything about changeling culture but no sign of his dear friend. Discord was ready to tear at his mane. This whole hunt for Fluttershy had been what seemed to be one step forward and three steps back. If he didn't pick up the pace soon….

A scream pierced the halls, making Discord freeze in his tracks. It was so scared and sounded so painful and could only belong to one pony.

Following the sounds of the shriek, he rushed around the large protruding rocks, blasted through three walls, and flew faster than he had in a long time towards a small opening along a dark hallway.

Turning the corner he paused in shock as he found a lone changeling in the room standing above the small yellow pony they were all hunting for. No, this creature wasn't just standing above her, he had its fangs sticking in her neck as he fed on her. Fluttershy was yelling in pain as she flickered soft green flames, her essence made visible, as the changeling fed freely and happily.

Discord didn't even pause as he flashed forward and pulled the changeling away from the pegasus. Fluttershy visibly winced and gave a soft yelp as the feeding spell was broken. The draconequus didn't even bother to look in the direction he tossed the changeling, as he held Fluttershy tenderly in his arms.

"Dear, dear Fluttershy. What have they done to you," he tisked softly in worry. He never realized how small a pony was in comparison to his form. She looked pale, and perhaps slightly grey compared to her usual self. Why was it that ponies turned less vibrant as they became weaker or injured?

"Discord," a soft voice replied, "You...came back… I'm sorry…."

"Nonono," Discord worriedly rushed, looking over small shaking form, "I'll make it alright, just you see. I'll get you out of here and we'll go pick up that doctor you like and go live happily in a gingerbread mansion over by the sea! Just you wait!"

"Sounds like fun," she chuckled softly, the smile being the first genuine one he had seen from her in a while. Discord could only sigh in relief as he watched color slowly return to Fluttershy with the smile. Perhaps there was still hope to get out of this mess yet.

In the background the changeling hissed, annoyed that his feeding was interrupted. True, the pony didn't taste a sweet as she could have if she was fully happy, but this was the first time he had eaten this well in months. The laughter mixed with fits of fear made for a spicy-sweet combination only offset by the injections of bitterness when the screaming began. But it tasted so good for that little bit. And he was not to be denied again.

"Can you just wait for a minute," Discord smiled happily as he stared down at the pony in his arms.

Fluttershy looked up to him in confusion and nodded slowly. With a large smile Discord pulled the pegasus close to him, turned around to what had to be the hundredth surprised changeling for the day and snapped his fingers, freezing the changeling that was jumping at him in mid air in a large icicle.

"I'm not done with you, little bug," Discord growled with narrowed eyes. The changeling, now frozen in time and space moved its eyes around desperately, his open mouth that had once been a snarl looked more like when the dentist worked on someponies teeth, stuck open in perpetual scream.

"You see," the draconequus continued, "If you haven't noticed I am a rather powerful being, if I do say so myself. And you have made the mistake of making me rather...annoyed. You are at my mercy. I could send you to the highest mountain in Equestria where you would have a sad solitary existence until the very end upon the icecube tray of the world. Or to the Canterlot Dungeons, as much dear Celestia likes to keep those under wraps. Or perhaps I could change you into a phoenix egg and send you off to play ball with the prepubescent dragons?"

The trapped changeling seemed to almost vibrate in the air as it slowly began to sweat with fear.

"Discord," Fluttershy's soft voice drifted up to his ears, "Don't be so cruel!"

Discord looked down at the pegasus in shock, but found he didn't have the words. After a second he just chuckled softly and shook his head. That had sounded more like the regular Fluttershy than Fluttershy had been in a long time.

"Fine, perhaps something not so….deadly," Discord waved the word off. The changeling almost seemed to sigh with relief.

"Maybe...something more festive," the changeling froze at these words and glanced warily at the looming figure that was Discord.

"I know exactly where you should go," Discord grinned darkly. A snap of his claw and the changeling was gone from the room.

"Where did you send him?" Fluttershy asked, looking at the spot the creature had been moments before.

"Oh, someplace I think you'd appreciate right now," Discord smiled to himself.

Across the continent at a small party of ponies prepared to bash a pinata. The last second before they began their bashing of the colorful animal-like, paper candy holder, the pinata vanished and the changeling found himself in its place, painted in bright splotches. Neither the children nor the parents noticed said change, starting the party games regardless.

"You didn't do anything too mean, did you," Fluttershy asked with a worried frown.

Discord's only response was a large grin, "I wouldn't worry yourself about it, dear Fluttershy. I do believe we have bigger problems at hand."

"I know," she said for a second, her eyes filling up with tears, "I'm worried I'm getting worse! I can't control all these thoughts too much more….."

"What do you mean?" Discord asked slowly, a large frown on his face.

"After I ran away from-from that monster outside I found myself trapped in here with the changelings," the pegasus started, her eyes darting around as she recalled everything from when she left Discord's cottage to now, "And then-then the world started changing rapidly! I can't control the laughter anymore, Discord! It's getting worse! I don't know what to do!"

As Fluttershy began to cry anew Discord could only watch. He didn't know what to do. Sure the doctor had warned him, but he was certain that he could fix it.

"I'll fix this, Fluttershy," Discord whispered as he hugged her close, "I promise I'll find a way to fix this."


The fight against the changeling horde was moving slowly. Too slowly for anyponies opinion. Rainbow Dash worked hard at taking out every changeling she came across, using her speed to knock them away from their group. Applejack would follow close behind, keeping any changeling that Rainbow missed out of hoofsreach from their main group, years of applebucking coming in handy.

Rarity and Twilight Sparkle stood at the core, freely used their magic to blast, move, and otherwise deflect any of the advances. As Twilight would blast an attack back, Rarity would sweep up the ones that would attack from behind, ensuring that neither were hit.

Meanwhile Pinkie Pie would do what she did best. Across the battlefield she would show up unexpectedly, knocking the changeling's out with pies to the face and confetti spider webs.

"How many more do we need to attack before they get the picture," Rainbow complained as she bowled over another group of changelings.

"Too many," Applejack muttered through gritted teeth as she used her lasso to whip a group towards a large boulder, knocking the whole group out.

"I say," Rarity mumbled, using a shield spell to bounce the hovering insect like ponies back, "I think I have had quite enough of this for one day."

"I don't know," Pinkie's cheery voice called out from across the rocky terrain, the sudden appearance of balloons and streamers announcing her position to the others, "I think I am just starting to enjoy this!"

"Pinkie," Twilight started to scold, only to pause at the sudden appearance of a large dustpan in the sky above them, dumping a pile of changelings right on their heads. Only Twilight's quick thinking and use of blasting spells kept the pile of changeling's from landing right on their position.

"Discord," the purple unicorn gritted out through her teeth.

"I don't see why we trusted that thing in the first place," Rainbow grumbled from above.

"We know, we know," Rarity huffed in frustration, "But we really didn't have an option at the time, did we!"

"I have an idea," Twilight cried out, cutting off the fight between ponies before it could even begin, "Everypony get close to me!"

The group moved as close as they could, Pinkie Pie showing up behind Twilight's rump, the sudden squeak of party toys announcing her arrival.

"Hang on," Twilight announced, her eyes glowing brightly with magic as the world around them crackled with energy. Yet nothing seemed to happen immediately, as the group just sat there like cornered prey, all ponies but Twilight watching in fear as the changelings seemed to bear down upon their sitting forms.

Seeing the group's weakness, the changeling's dove down as one, their numbers blotting out the sun. Rarity let out a high pitched scream as Applejack and Rainbow Dash clung to each other in fear. A sudden flash and the ponies were gone, causing all the changeling's to crash into one another, effectively dazing the whole group.

Twilight and the group appeared again before the cave entrance, Rainbow and Applejack still screaming in fear. The pegasus and earthpony quickly realised their position and shoved each other away. Rarity just kept staring with a look of horror upon her face, still in shock from the situation they were in moments before.

"Is this what you do all the time, Twilight!" Pinkie cried out, "That was so COOL! Can we do it again? Huh, huh! This time could we try someplace else? What about candy! The candy store in Canterlot has the best selection!"

Twilight didn't even have the energy to reply, falling to the floor panting from the amount of energy she just used.

"I do believe you save our lives," Rarity muttered, shaking her mane to bring the world back into focus to spot Twilight's downed form, "But, oh my dear! You look positively exhausted! How much magic have you really used today? You need to take a break!"

"There is no time for that," Twilight pushed past the white unicorn's fussing, "We need to keep moving. I don't know how much longer til those changeling's come back looking for us."

Looking outside they saw that not much time could possibly be left, as the large mass of changelings quivered, a few already standing up and looking around in confusion.

"Well we better not give them the chance to-," Applejack started to say when a loud roar rang out across the clearing.

The group all looked on in awe as the Manticore jumped out of the bushes and began swiping at all the changelings in it's path. The Manticore seemed to only have one goal in mind, crushing changelings. The few that had their heads about them all moved away in fear, leaving behind their compatriots to be crushed in the wake of the large beast. It took only a second to look over in their direction at the cave entrance and give a playful meow before it turned around and started its destructive path again.

Rarity blinked a few times in shock, "I do believe it is telling us to go on without him."

"Well what are we waiting for," Rainbow called out, flying ahead down the halls. The others nodded, and followed after the speedy pegasus.

Pinkie Pie paused to watch the Manticore outside buck a few changeling's that had crawled onto his back and were biting at it's large rump.

"Stay safe," she whispered with a frown, before turning to rush off with her friends, "Wait for me! You can't find Fluttershy without me! How else could we give her a proper rescue party?"

"I don't think that is what they mean by that, Pinkie," Twilight's voice called back over Pinkie's giggling.


Discord floated down the corridors, trying to find his way back out of the tunnels. The first bit was easy, as the blasted holes in the walls offered a direct path back to where they came from. It was shortly after that that he started having problems.

Landing softly on his feet in a large cavern, he glanced around, debating what way was best out of the caves. Fluttershy gave a soft giggle in his arms, making him frown more. While the tears had calmed down the unsettling laughter had returned. After he left this place he was heading off to Manehatten, Celestia be damned. That doctor had to have some information that could help Fluttershy.

"If it isn't the pony's pet."

Discord froze in place at the sudden intrusion of sound. Glancing around he spotted a changeling off to his right. He stood taller than the majority of the changelings he had seen thus far, and wore decorative armor that just seemed more demanding than that of the others. In his arms Fluttershy gave out a soft gasp and pulled herself closer to his bodies fur. Discord had to bite back a growl. Whoever this was, they had messed with the wrong draconequus.

"Now who are you calling a pet?" he asked with a large frown.

"Why, you of course," the Changeling smirked, eyeing the pony in Discord's arms, "For who else would go through all the trouble of fighting against my changeling warriors but a servant of one of those Equestrian Royals?"

"I am no ponies servant," Discord scoffed, walking forward slowly, holding himself tall as fireworks went off behind him, "I am the mighty Lord of Chaos! I am the cause of all mayhem in this land! I am Discord!"

The Changeling looked unimpressed by the show, "Oh?"

"And you might be," Discord reached out to shake the hoof of the changeling before him.

"I apologize, Lord Discord. How rude of myself," the changeling shook his eagle claw, "I am known as Chalcid, Commander of this branch of the Mighty Changeling Horde."

"Now that that is out of the way," Discord hovered back a few paces, watching the commander before him with wary eyes, "So what makes you think that I am a pet of the ponies?"

"It would seem that I must apologize once more," Chalcid grinned viciously, "I had only assumed that if you were siding with that group of ponies that you were one of Celestia's horde."

Discord blinked owlishly at the comment before bursting into uproarious laughter, "Wait-wait-wait! You think-heh-I am one of Celestia's servants? Now that is a laugh!"

"Indeed," the Changeling raised an eyebrow in question as he watched the draconequus curl up in laughter, "So I must ask you, why do you stop us? If you are not aligned to the Equestrian's, then to whom are you allied?"

"Phhft," Discord waved off his question, "To myself and those I consider friends, of course."

Chalcid stared at Discord, as if trying to dissect him and his thoughts, "Friends?"

"Hey! You don't need to say it like that," Discord defended with a mocking frown, "I mean, yeah, my only friend right now may be Fluttershy here. And maybe some children. And possibly a doctor. But for sure Fluttershy."

Discord looked down at the pegasus in his arms who smiled softly back up at him, "Really though. Why mess with success? She works well as a friend, so why should I have to go out and befriend others? It just looks like so much work."

"I see," the Changeling muttered, eyeing the pony with a frown.

Meeting Discord's gaze once more, he asked, "It would seem that you have a multitude of…" Chalcid made a face, "friends. Would there be any way I could convince you to give up one of these friends of yours for the destruction of the ponies."

"Destruction?"

"Yes, the utter annihilation of the Empire of Celestia for all they have done against me and my kind."

"Oh, do tell," Discord gushed like gossiping teenager. Fluttershy let out a small whisper of disapproval, that he could only roll his eyes at.

"Were you not at the royal wedding of one Royal Guard by the name of Shining Armor and a Princess Cadenza mi Amore?"

"The gossip of the century," he gushed, "The courting of one palace guard with one of the royal maidens. So very scandalous!"

"Then you are aware of the battle that took place during the ceremony."

"Fun times there! I do recall sitting atop my tower in the palace and enjoying the festivities. Though I do regret not taking the moment to join in or at the very least meet your queen."

"Oh?"

"Well, I was on "probation" at the time," Discord muttered with air quotes, "And as much as I would have loved the idea of going out and just letting loose for a bit, I felt it best to wait and see how things played out."

"Discord," Fluttershy gasped. He responded with a shrug of his shoulders.

"Well, either way," Chalcid continued, "We look to redeem ourselves after that horrendous defeat. We had worked so hard to plan out that attack. Our strategy was sound and our plan was true. Everything was set, but we had not accounted for one thing. That group of…" The Changeling struggled for the word before he spat out, "Friends! They ruined everything! So I will take them. I will destroy them all. And then I will bring them before my queen and reclaim the honor and glory that the ponies have stolen from us."

"I see exactly what you are doing. Though I must mention that lacks a certain amount of...flair...that I believe is needed in this scenario," Discord muttered like a teacher reviewing a students project.

"So, will you be joining us in our cause?"

"It depends!" Discord happily chirped as he laid upon his belly in the air over the changeling, staring down at him in a knowing way.

"Depends upon what, exactly?"

"Which pony you are talking about," Discord rolled his eyes, "While I wouldn't be horrified by the little door-to-door salesponies of Friendship outside out of my claw, I do believe that I mentioned that the one called Fluttershy is my friend. Any harm coming to her will just have to be a deal breaker!"

"Discord," Fluttershy's voice cried out again, "You can't do that to them! Sure, they made some mistakes but you can't do that to them!"

"I'm afraid that I must ask otherwise," Chalcid spoke over the small pegasus's voice, "The pride of my troops and of my race has been handed down to me by Queen Chrysalis herself. And I cannot besmear that trust with the release of one of the ponies."

"You know that I am not asking for much, good sir," Discord countered, ignoring Fluttershy's betrayed remarks, "All I ask is that she be left to me. You and your group would have no further dealings with the pony of Kindness as she will be kept safely out of your hooves. In fact, once you take out the rest of their little harmony corps, her element will be useless, so I don't see why you'd need dear little Fluttershy in the first place."

The Changeling stared up at the draconequus and the trembling form of a pony in his arms before sighing, "Then we are at an impasse then. The one that is known as Fluttershy is on my list of ponies that must be destroyed in my Queen's quest for revenge. You will not let this one pony go for the greater good of the Changeling Horde?"

Fluttershy squeaked and trembled into Discord's chest while Discord just sighed, "Unfortunately, my good fellow, I cannot."

"I see. Well If there is nothing to convince you otherwise then we are at the time where we must fight."

"I guess," the draconequus whined, flipping over and landing on the ground across from the changeling.

Looking down at the pony in his arms, he pulled her up to eye level and said with a sigh, "I must apologize my dear Fluttershy."

"Wait! Discord," Fluttershy began to protest, but Discord just smiled down at her. A snap of his tail later and a large lounge chair, bright red and with cushions practically packed to explosion, appeared before them.

Setting her down carefully, he gave a large smile to the shaking pony, "I'll be only a minute!"

Discord turned away from the frantic pony to smile at the opponent before him, "Will you begin this dance or will I?"

Chalcid and Discord both looked cautiously at one another from across the room. Both waiting for the other to make the first move.

After a minute of nothing happening Discord rolled his eyes and muttered, "Fine, I guess I'll go first then."

A snap of his fingers and the ground around the commander became like quicksand, its strong rocky forms disintegrating around him, pulling the changeling down into the earth. Chalcid gave a cocky grin right at Discord, unimpressed by the action. He took only seconds to gather the needed magic to change his form into that of a falcon, the sudden vacancy of space providing enough room for his now feathery wings to spread out and allow him to escape.

The changeling-falcon flew fast towards the draconequus, preparing to dive bomb him face. Discord yawned at the action, his form melting away like wax into a puddle on the ground when the raptor was a mere hair's breadth from his head. While Discord's act had thrown off Rainbow Crash in the past, it did not seem to faze the Changeling leader. The falcon only glanced at the missed strike for a second, before twisting away from the cavern wall. When he was a few feet above the ground, he changed form once more, becoming that of a unicorn in the armor of a Canterlot Guard.

"I must say that this is already turning out to be just the battle I had imagined," the now unicorn laughed.

"Do tell?" Discord urged, his preferred form rising wholly from the oozy mass he had been not mere moments before.

"See this form here?" Chalcid showed off the armor he was now wearing, his horn glowing brightly with magic as he blasted spells off in his opponent's direction, "He could only stare awestruck in my powers when I attacked him. Taken down by a low leveled blasting spell."

"You are so right," the draconequus chuckled while poofing in and out of existence across the room, "When I stole the Elements of Harmony from the castle the guards barely noticed I was there. Even Celestia seemed to turn a blind eye to the magic being used around her. And here I thought Canterlot was where the premier magic schools were!"

"What has ponydom come to?" Chalcid asked softly, his eyes giving away nothing as he watched Discord move across the room.

Discord only laughed in response, "Well, I must say that while this has been delightful, I think it is time for us to part. It would seem that I have left my refrigerator running!"

Chalcid stared at the draconequus in confusion. But the creature before him just gave a large smile that spoke volumes. The draconequus thought he had won. Glancing around Chalcid saw nothing in front of him that would deem that.

His confusion lasted mere seconds as he glanced up, spotting a large shape descending fast towards his form. He went to move, but was too late as a fridge landed heavily upon his location.

"Oh! There is my fridge!" Discord cried in delight, "Now who has been a naughty boy running around everywhere?"

The fridge, complete with legs and an extension cord tail waggled forward like an excited puppy. It's upper freezer door popping open to reveal a large tongue that happily panted at it's master. It's door held haphazard arrays of images, some that looked like finger paintings and others that seemed to be Discord photobombing random ponies across Equestria, including many of Princess Celestia and Luna.

The pet fridge made it no more than a few feet from Discord before it started making rattly, wheezy sounds.

"And here I thought I made you more like a dog than a cat," Discord frowned at his creation's antics.

The fridge coughed a few more times when a small bug fluttered out of it's freezer mouth.

"I know an old fridge that swallowed a fly," Discord whispered to himself as he studied the small bug that emerged from his beloved appliance.

The bug flew away from the draconequus and food saving device before transforming into Chalcid again.

"Now that," Chalcid coughed lightly, "Was not what I expected."

"Where is the fun in the expected!" Discord cheered with a large grin.

Chalcid continued to watch the draconequus hop from one foot to the next with a frown, contemplating his enemy.

"Perhaps a different approach then?" Chalcid remarked to himself.

"A what then?" Discord stopped his dancing to face the changeling before him.

Chalcid only grinned in response, his wings blurring as he hovered in place. A flash of a spell was the only warning Discord got before he found himself jumping out of the way.

"Did you really think-" Discord started to taunt his enemy when he noticed that his enemy was no longer in the same place but instead running off to the side of the room. The same side that Fluttershy was hiding behind a pillow in fear.

Chalcid charged forward while Fluttershy froze in place, her wings kept against her sides with what little of the casts and bandages had survived her trek through the forest. If Discord was not one to play by the rules of warfare, then why should he.