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Shell quieted his breath as he trailed behind his changeling comrades, led by their red eyed commander whose ruby color gave a blood red shine whenever a stray beam of sunlight poked through the canopy of vines and crossed them. Shell looked over to Fluttershy and saw her face was no longer blissfully grinning, but frowned with worried, twitching eyebrows. The presence of the other changelings must have been interfering with his hypnosis. With a dim flare from his horn, Fluttershy's frown lifted slightly. The two hoof-soldiers looked back to him, clearly angered that Shell had stopped their nightmare conjuring. He growled and they rolled their eyes back toward the path. He heard a low mumble from Rainbow Dash's head which lied over his shoulder.

He fell back a bit and whispered, "Stay quiet. They think you're out cold. I'm trying my best to keep you safe, Dash. But you have to trust me..." Rainbow Dash's un-blackened left eye fluttered slightly as she looked up to his face.

"...Where... Mac..."

She whispered through her raspy throat. Shell nodded. "He's alive. If everything goes right, Twilight should be following our trail." Rainbow Dash winced as her hoof dragged along the ground as Shell ascended a hill. Shell shifted his weight and the hoof once again dangled above the ground. "I need your help, Rainbow Dash. If things don't go as planned, you have to be able to get out of the hive with Fluttershy." Rainbow Dash tensed up.

"Fluttershy... too?"

Shell nodded. "I tried to convince them not to take her. They insisted." Shell saw Stone Leg glance back, and he straightened his posture, hoping Rainbow Dash closed her eyes. He looked ahead again, and Shell glanced down to Rainbow Dash. To his relief, her eyes were closed. In fact, when he nudged her with his snout, he found that she had returned to unconsciousness. "She must be in a lot of pain. I'll have to do something about her leg later..." He thought.

"Iron Shell!" He saw Stone Leg wave for him to come closer. He trotted up next to the tall changeling, and readjusted Rainbow Dash on his back. "I heard whispers. Is that one awake?" He nodded to Rainbow Dash.

"She was babbling nonsense in her sleep. Nothing more."

Stone Leg nodded and stopped, waving a hole filled leg over a clearing. "Alright, let's set up camp. It will be easier to travel at night. Iron Shell, watch the prisoners. You two, gather some vines to bind the soft shells." With a stomp of his stone cold hoof, everyling went to work, the changelings binding the ponies against a tree and Shell inspecting Rainbow Dash's injuries when ever possible. One changeling saw Rainbow Dash mumbling, and sprayed goo over her
mouth to stop her.


Once everyling had gone to sleep and been long into their dreams, Shell sat up and hurried over to Rainbow Dash. He peeled the green goo from her mouth, and she breathed heavily. Rainbow Dash glared at him, and spat on his face. Shell wiped it away and sighed. "I'm sorry Rainbow Dash. I'm trying my best to protect you two." Rainbow Dash looked to Fluttershy next to her, and Shell closer inspected Rainbow's wounds.

She was riddled with scrapes and burns, many of which were being constricted by vines and no doubt causing her great pain. Her right eye was dark and swollen shut, and her broken left leg lied under the vines. Shell gripped her upper leg, and Rainbow cringed as Shell pulled her hoof from the vines. "I want to help you Rainbow Dash. Just sit still." Rainbow reluctantly stopped struggling and breathed heavily from her nostrils as Shell held her arm out. He spat green goo on his hooves, and coated Rainbow's foreleg with the foul substance. Rainbow felt hot flashes poke at her leg as the goo hardened.

"This will make it heal faster. Just be careful with it."

Rainbow looked up from her leg, and sighed, her somber eyes turning to Shell's. "Why can't you let us go? Why do we have to go with you?" Shell scratched his head.

"I can't return to the hive with nothing. Not after being in Ponyville for so long. The queen would disown me."

Rainbow Dash growled. "To the moon with your queen! We're not a prize for you-"

Shell stomped the tree next to Rainbow Dash's head. She flinched, and saw Shell's green eyes glow and steam with magic. "Don't you insult our queen. Last time I checked your princess wasn't very handy in a fight." Rainbow growled and Shell covered her mouth. "Okay, okay... We can't be at each other's throats all the time. The only way you'll get home is if we... work together." Rainbow Dash sighed and nodded. Shell stood and returned to his bed of leaves and branches, and reluctantly slept as the sun rose higher into the sky.

Twilight raced down the road with Applejack, Rarity, Pinkie Pie and the cutie mark crusaders following. As they reached Fluttershy's cottage, they saw the grass scorched and the door broken open. Twilight heard a grumble from under the bridge and looked to see Spike asleep. Twilight pulled him out and shook him angrily. "SPIKE!" She yelled. Spike held his head, and Twilight gasped as she noticed a large bump on his forehead.

"Ow... What's going- Twilight! I saw him! And he grabbed me and hit me on the head and-" Spike stopped when Twilight hugged him.

"Thank Celestia you're alright..."

She set him on her back, and Spike leaned against her neck, groaning and rubbing his head. Twilight turned to Fluttershy's cottage, and Applejack was inspecting the broken door.

"Not very subtle, eh?"

Twilight leaned in and looked over the lock. "This was broken from the inside... Somepony must have been in a hurry." Everypony ran inside and searched through the house.

"She's gone!" Rarity gasped.

Pinkie walked downstairs, puzzled. "Say, where's Rainbow Dash and Ma-"

They heard Apple Bloom scream outside, and Applejack was the first to rush out the door and hop the creek to see the three fillies standing not ten feet from the blood stained grass surrounding Mac. Applejack took a step, tears streaming down her face, and broke into a full gallop towards Mac's limp body, her hat flying off and landing in the grass behind her. She slumped down next to him, and Apple Bloom followed. The other ponies stood by the cottage and watched while Applejack held mac's head and sobbed silently. Apple Bloom shook with shock, and Scootaloo stepped over and hugged her tightly as Apple Bloom began to weap.

Suddenly Mac's tail flicked against the ground, and a raspy inhale made his chest rise. Applejack gasped and watched as Mac opened his eyes widely and coughed, blood escaping his lips. "Mac...? A-Are yah okay? Dear Celestia, all this blood..." Mac slowly nodded, cleared his throat, and spit up another glob of blood.


Apple Bloom gasped and laughed, tears still streaming down her cheek, and she smiled sincerely to Scootaloo. The two hugged again, and Scootaloo waved everypony over. Twilight muttered under her breath as she began to heal the third degree burns along his flank and the many bite marks that punctured his coat.

"Fluttershy... n' Rainbah Dash... Taken by..."

He coughed violently, and Twilight spoke out. "...Shell! I knew it. We-"

Mac waved a hoof and took a deep breath. "Not... Shell. He tried ta protect us. If not fer him, ah'd be a goner." Mac sat up with the help of Applejack, and wiped blood from his lip. "The... The lunar guards were actually changelin's. They attacked us n' carried off Fluttershy n' Rainbah Dash."

Twilight pondered his words. "But, where's Shell then?"
Mac looked to the Everfree forest. "He left with 'um. They mentioned ruins..." Twilight gasped.

"The castle of the royal pony sisters! We have to hurry! Applejack, can you come with me? I'll need the rest of you to keep any other changelings out of Ponyville!"
Applejack looked up to Mac's bruised face, and he nodded. "Ah... Ah'll be fine, l'il sis. Go. Twilight needs yah." She hugged him, and joined Twilight as they entered the forest.

Shell woke and stretched, his wing sore but stronger. His hoof pushed on something, and he heard something heavy tip and hit the ground. He looked over to see one of the changelings lying on the ground in a recoiling stance, as still as a statue. He rose, and stepped over to the frozen comrade. He was shocked to find that he was completely turned to stone. "Cockatrice!" Shell yelled, waking everyling else. Stone Leg jumped to his feet and limped over to the stone changeling.

"We don't have time for set backs!" He growled and heard something rustle in the bushes behind them. "Die, monster!!" He hissed. He whirled around and shot a red fire ball at the bush, sending it up in flames. The cockatrice jumped out, and stared down Stone Leg. Stone Leg lit his horn, and with a flash disappeared. He reappeared seconds later behind it and bucked it across the clearing. The cockatrice hit the ground, looked up to see Fluttershy, and cawed with fear before running off. Stone Leg grunted as he looked back to see a crack over his stone hoof.

"Commander, are you okay?" Shell asked.

"There is no sympathy in the hive, Iron Shell. Get those petty emotions out of your head and untie the prisoners. We move now." Shell looked over to his frozen comrade and pointed to him. "Leave him. I'll not waste the energy fixing the mistakes of a foolish hoof-soldier."

Shell reluctantly nodded and he and  the remaining changeling untied Rainbow Dash and Fluttershy, and hoisted them up onto their backs. As they passed the stone changeling, Shell stopped and stood him back up. Shell bit his lip, looking over the clearing. "I hope it's enough for them to follow us..." He thought, before readjusting Rainbow Dash off his broken wing and following the others. He walked up next to Stone Leg, grimaced at his cracked leg, and with a deep breath spoke. "Is that what happened to your leg? You were attacked by a cockatrice?"

Stone Leg growled, barring his teeth and looking towards the ground, muttering to himself. He looked towards Shell and clicked his fangs together. "If it were anyling else asking... Okay. Fine. It was my first scouting mission. Before I was a commander. While we were crossing this forest, our platoon was attacked by a flock of cockatrice. Damn near turned our group of 20 to stone. Got 13 of us. But I stood my ground and managed to scare the beasts off. Almost got abandoned, because of my disability. But that's another story." He glanced back to Fluttershy and smiled. "Who would have imagined that the cockatrice would be afraid of the element of kindness, of all things?"


Shell heard Rainbow's stomach growl as they approached a wide shallow river. Shell and the nameless hoof-soldier dropped next to the water and drank greedily. The commander meanwhile was repairing his cracked stone leg with magic.

"You're awful friendly with that blue one, Iron Shell."

The hoof-soldier smiled after he finished taking another gulp from the river. Shell looked back to Rainbow Dash who lied on the ground behind him. He knew she was awake, but if they knew, they'd be tormenting her. So what he said about her had to be rightly said, else she'd stop trusting him and their plan would fall apart. "I mean, you insist on carrying that soft shell, you're fixing her leg, and while we were asleep I could of sworn I heard you two talking."

Shell exhaled and turned away. "My reasons are my own."

The changeling chuckled. "Sympathy is an easy trap to fall into, Iron Shell. We all suffer it sooner or later. If you don't shape up, you might find your fate to be the same as that statue we left behind." Shell rolled his eyes. He had heard that all his life, and didn't need another lecture from a barely educated changeling nearly half his age. He pointed at Stone Leg, eager to change the subject.

"What's with him? I thought I was the only changeling with a color deficiency?"

The changeling reared back slightly. "YOU don't know? You must have hit your head pretty hard. Well, turns out the queen absorbed a bit of power from those shiny friendship stone holders while she was taking over that shiny soft-shell city."

"The elements of Harmony?" Shell corrected.

"Yeah, those. Any way, she put the magic stone energy into six of her best changelings. There were a few side effects though. For one, they began to feel emotions. Then they started to change colors. Old Stone Leg got the bit of energy from the 'Magic' stone. Now he's got an ego to match one of those soft shells from Canterlot." A small smile crossed Shell's lips. "So he's got Twilight's magic?" He thought.

"Who else did she do this to?" He asked the changeling.

"Well if memory serves, she gave the 'Kindness' stone energy to the senior egg caretaker. Egg Watcher, I think her name was. Ever since then she's been incredibly timid. There was also 'Honesty', who she gave to the head tunnel excavator, Drill Bug. Terrible accent, that one. Must have come from the soft shell who wore the hat. There's 'Generosity', who she gave to the lead food collector, Heart Breaker. A cruel one, that. Heard he once impersonated a youngling's mother for six months before taking the youngling back to the hive and imprisoning him. The queen even let him keep the filly as a pet. He's obsessed with gems though, practically addicted. And finally... ugh... 'Laughter'. The second the commanding foot-soldier, General Dagger Tooth, was given it, she was never the same. It was like the element made her more pony than changeling. She was bubbly and always bouncing around. Disgusting. She was removed from her position and the queen kept her digging tunnels to keep her seemingly endless energy from ruining our plans."

Shell nodded, surprised by all that had happened since the invasion, then stopped, his brow furrowing. "But that's only five. You said she did that to six changelings. Who's loyalty?"

The changeling cackled loudly. "You tell me, Iron Shell."

He patted Shell on the back, stinging his sensitive wing, and trotted away with Shell in a state of confusion and shock.
Iron Shell was your average changeling... right? He had a slight color deficiency, having a green shell and eyes, but he served the Queen and the swarm will all his heart, just as any changeling should. But after the invasion fails and the changeling hive is spread wide across Equestria, Shell lands closer to a pony filled town than he'd like. And as per the norm, luck isn't on his side. Soon a choice will have to be made. Does he stand loyal to his new friends, or his queen?

Part 1: [link]
Part 2: [link]
Part 3: [link]
Part 4: [link]
Part 5: [link]
Part 6: [link]
Part 7: [link]
Part 8: [link]
Part 9: [link]
Part 10: You're here!
Viidith22 Featured By Owner Mar 15, 2013  Hobbyist Writer
Awesome chapter once again. :)
GiddySketch Featured By Owner Mar 19, 2013  Hobbyist Traditional Artist
Why thank you!
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March 12, 2013
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