High in the sky at night, along the edge of Cloudsdale.
Twilight cast a spell on both Spike and herself, allowing them to safely step upon the surface of the clouds, before hopping off the airship. Rainbow Dash hovered above them, looking around at the empty city and night’s sky.
“Well we’ve finally arrived.” Twilight said aloud.
“Sure is creepy up here at night.” Spike added, holding onto Twilight’s leg.
Twilight looked around.
Cloudsdale did indeed look quite different at night, she thought. With only the street lamps lit, and the bright moon above them, an eerie kind of glow emitted about the entire area. It was also completely silent, with everypony already asleep, and only the wind and Dash’s wings making any sound.
“Now let’s go find Captain Spitfire!” Rainbow Dash called out, starting to fly off.
“Do we even know where she lives up here?” Spike asked.
Rainbow Dash stopped in her tracks, after hearing Spike.
“Well…I ‘think’ she lives on the west side of Cloudsdale, so perhaps we should start there.” Rainbow Dash replied.
“If you say so. Let’s go.” Twilight spoke.
The trio began to make their way into Cloudsdale, while a slithering shadow followed from behind.
In the streets of Cloudsdale.
“We’ve been walking for a while now Rainbow Dash. Are you sure you don’t recognize her house or where she works anywhere?” Twilight asked.
“I never said I’d recognize…I just…have an idea…that’s all.” Rainbow Dash replied, trying to hide that she knew so much about the Wonderbolts, and their lives.
“Soarin said that you were a Wonderbolt, and that you worked with them up here all the time. I know you don’t remember any of that anymore, but don’t you have some idea of where it is?” Spike asked.
“I already told you. I don’t remember anything other than before you two left on your trip, and when I woke up at Zecora’s.” Rainbow Dash answered.
“We’ll just have to trust Rainbow Dash’s senses on this one Spike.” Twilight told her companion.
The trio continued to make their way through the streets, before a large shadow passed over them, and they all looked up in surprise. Only to find nothing there.
“What was that?” Spike asked.
“I don’t know, but it looked much too large to be a Pegasus.” Twilight replied.
The three of them looked around, before moving on.
All while they made their way through the streets, Twilight kept noticing that the shadows around them seemed to be moving. She couldn’t quite place it, but she felt as if they weren’t alone up there.
As they approached another intersection, a shadow quickly darted across the street in front of them, prompting Rainbow Dash to chase after it.
“Who’s there!?” She called out, as she rounded the corner after it.
Upon reaching the next fork in the road, she couldn’t see the shadow anymore, and figured that it must have run off somewhere.
“Did you find anything Rainbow Dash?” Twilight asked.
“No.” Rainbow Dash replied. “But we shouldn’t be much further now.”
“That’s good. I’m not sure how much longer I can stand wandering these empty, dark streets.” Spike replied.
The trio made their way a little further west, until they could see the cloud’s edge once more.
“Here we are. Captain Spitfire works over there on the right.” Rainbow Dash told her friends, pointing to a building made of clouds nearby.
Inside the Wonderbolt’s building.
“So now that we made it here, what exactly are we looking for again?” Rainbow Dash asked.
“We need to try and find Captain Spitfire. The Flim Flam Brothers said that they were working together on their plan to get rid of Chrysalis, and since this is where the Wonderbolt’s work, then she must be here somewhere.” Twilight replied.
“You don’t suppose she’d have a sign on her door saying it’s her room, do you?” Spike asked.
“I kinda doubt it honestly. She’d want to make sure ponies find places like her office, not where she sleeps.” Rainbow Dash responded.
Twilight looked back at Rainbow Dash, raising an eyebrow.
“What? I’m serious. I’ve never been in here before. Although, I am pretty excited to be here already.” Rainbow Dash replied, sounding a little giddy at the end.
“Well let’s keep looking then. With any luck, we’ll find her office soon at least.” Twilight spoke aloud.
“Hey there’s someone over here.” Spike told the two ponies.
Twilight and Rainbow Dash came to see whom Spike was talking about. There, sitting outside of a room labeled “Office” they found Scootaloo, fast asleep.
“Huh? What’s Scootaloo doing up here? She can’t fly yet…can she?” Rainbow Dash asked, while whispering.
“I don’t think so yet. She must be up here because of her changed memory. At least since she’s a Pegasus, she won’t fall through the clouds.” Twilight whispered back.
“Well isn’t that the room we need to get into?” Spike asked.
“Yeah, why don’t we just wake Scootaloo up and go inside?” Rainbow Dash asked.
“We don’t want to cause any more confusion or commotion than what’s already going on. Let me just open the door with my magic, and we’ll sneak over her.” Twilight answered, as her horn began to glow, and she slowly opened the door with her magic.
Once the door was open, the trio quietly made their way inside the room, while Scootaloo mumbled in her sleep.
“Mmm…just like you Dash…” Scootaloo mumbled, before her voice was silenced by the door closing.
“So this is Captain Spitfire’s office huh? Looks really organized.” Spike spoke.
“Hey, here’s a picture of the current Wonderbolts.” Rainbow Dash spoke. “Look, there’s Spitfire and Soarin, but I don’t see me anywhere.”
“I thought Soarin said that you were a Wonderbolt, Rainbow Dash?” Spike asked.
“That’s probably how things were, but remember, Spitfire never lost her memory, so she most likely never made any changes in here.” Twilight replied.
The three of them continued to look around the room, until Twilight noticed something outside the windows.
“It looks like somepony is coming this way. Quick, everyone hide!” Twilight whispered to her friends.
Twilight and her friends hid just in time, as a pony opened one of the windows from the outside, and made their way in. From what they could tell; it was a blue Pegasus, with a white mane and tail, with a small white shape of a bird for a cutie mark.
Not wanting to give the new intruder a chance to escape, Rainbow Dash quickly pounced on the pony, pinning him to the ground.
“Gotcha! You’re not going anywhere.” Rainbow Dash told the pony.
The pony hissed back at Rainbow Dash, before kicking her off, and heading towards the window. However, before he could escape, the window shut firm in his face, and he fell to the ground.
Twilight’s horn stopped glowing from closing the window in time, as she walked over to the pony.
“Who are you and what…?” Twilight began to ask the pony, before something surprising stopped her short.
Before she could finish her sentence, a green glow emitted from the pony, and the once blue coated feathery Pegasi, turned into a black, hole riddled changeling.
“A changeling!” The three announced in unison.
The changeling rubbed his head, before standing up, only to be tackled down again.
“Talk! What’s a changeling like you doing in the Captain of the Wonderbolt’s office!?” Rainbow Dash ordered the changeling.
The changeling hissed back once more, before answering.
“I could ask you the same thing.” The changeling replied.
“Who are you?” Twilight asked.
“I’m not telling you anything.” The changeling answered.
“Talk!” Rainbow Dash ordered.
“Make me.” The changeling replied.
Rainbow Dash was about to resort to violence, when all four of them heard a knocking at the door.
“Hello? Twitters, is that you?” Scootaloo called from outside the door.
“Twitters huh?” Rainbow Dash spoke to the changeling.
“Huh? Rainbow Dash! Is that you too!?” Scootaloo called again.
A jostling then came from the door, as Scootaloo reached for the doorknob. However, just before she could get the door open, Twilight used her magic to teleport everyone in the room outside. When Scootaloo opened the door, she found nopony inside.
“Rainbow Dash? Twitters?” Scootaloo spoke aloud, while looking around the room. “Maybe I was just dreaming.”
Outside the Wonderbolt’s building.
Twilight and the others reappeared in a flash of magic, with the changeling still pinned by Rainbow Dash.
“Okay, now talk. You’re obviously named Twitters, if that’s what Scootaloo knows you as in this messed up reality. Why did you come into Spitfire’s office?” Twilight asked the changeling.
“Why should I tell you ponies anything?” The changeling replied.
“Because if you don’t, I’ll teach you a lesson in messing with the Wonderbolts!” Rainbow Dash replied.
“What? You’d really hurt a fellow Wonderbolt, Rainbow Dash?” The changeling responded, changing back into a Pegasus.
“I’m not a Wonderbolt…yet, but neither are you!” Rainbow Dash replied.
“Of course you’re not a Wonderbolt.” The changeling answered, changing back to his original form. “The only reason my Queen even gave you that title, was so that she could drain as much love and admiration from you as possible.”
“Why you!” Rainbow Dash responded.
“Rainbow Dash!” Twilight said to her friend, raising a hoof to stop her. “Getting mad won’t solve anything right now. We need to figure out as much as we can about what Spitfire was working on.”
“Spitfire? You want to know what she’s been up to?” The changeling asked.
“Yes. We’re trying to figure out about her plan to get rid of Chrysalis.” Twilight replied.
“Oh, well in that case; if you’re trying to stop that pony and save my Queen, then I’ll gladly tell you what she’s been doing.” The changeling responded. “She’s…”
Before the changeling could tell the ponies what he knew about Spitfire, a shadow suddenly engulfed the changeling and dragged him under the clouds, releasing him from Rainbow Dash’s hooves.
“What was that!?” Rainbow Dash exclaimed.
Before any other pony had a chance to speak, a figure burst up from underneath the clouds, spreading their wings as they hovered above them. Under the light of the moon, the figure was revealed to be Princess Luna, an angry look in her eyes.
“Princess Luna!” Twilight spoke aloud.
“There is no escape for thee this time.” Luna spoke to the ponies in her Equestrian voice.
“Princess Luna, we need to talk with that changeling. He could help shed some light on all of this confusion.” Twilight tried to reason with the Princess.
“We shall deal with the shape shifter. Just as we shall deal with you now.” Luna replied, her eyes beginning to glow white.
“Uh, Twilight, what do we do now?” Spike asked.
“Come on Princess Luna! Why are you acting this way? Do you really want to serve that hideous queen?” Rainbow Dash asked the Princess.
“You’re words mean nothing to me.” Luna replied, gathering the rest of her magic to unleash a spell.
“Twilight!” Spike cried out.
Princess Luna unleashed her magic upon the ponies and young dragon, but Twilight quickly reacted by teleporting them away once again. The magical blast left a giant whole in the floor of the cloud, right where the three had been standing. Upon realizing that the three had evaded her, Luna gave chase into the city.
Twilight and friends reappeared in the streets of Cloudsdale, and immediately began making their way back towards the airship. Spike clung to Twilight’s back, while Rainbow Dash sped forward.
However, it didn’t take long for Princess Luna to catch up with them, as she began firing magical blasts at them.
Rainbow Dash evaded each shot, while Twilight had to keep teleporting, using up her magic bit-by-bit. They eventually managed to put enough distance between them, giving themselves enough time to finally reach the airship. Twilight rushed to prep the airship, while Rainbow Dash started to push it off.
“Rainbow Dash, we’re not ready yet!” Twilight called up to her friend.
“No time! She’s almost here!” Rainbow Dash called back down.
Spike glanced over the side of the ship, and saw Princess Luna appear in the sky above the clouds.
“There she is!” Spike called out.
Rainbow Dash gave the balloon one last push, and it started to float away from the clouds.
“There!” Rainbow Dash spoke.
“Oh, come on!” Twilight spoke nervously to herself, hoping the propellers would start, so they could try and gain some speed.
Rainbow Dash tried to keep pushing the balloon from the air, hoping it would help.
Twilight and Spike looked up at Rainbow Dash trying to push the balloon, before turning their attention back to Princess Luna in the distance. She had stopped chasing them, and was instead hovering in the air off the clouds.
“Why’d she stop chasing us?” Spike asked.
Twilight tried to think of an answer, before she realized why. She could see Princess Luna begin to glow again, and up there in the sky, there was only one thing that she could be thinking.
“She’s going to rupture the balloon!” Twilight called out.
As if on cue; Princess Luna released another magical beam, piercing the balloon, and causing it to start cork-screwing down below.
Twilight and Spike screamed on board, as they could feel themselves starting to drift away from the falling airship.
Rainbow Dash zipped down to save her friends, while the shadow of the now deflated balloon covered all three of them in darkness from the moon’s glare above.
Princess Luna watched as the airship plummeted towards the ground, and moved herself back over towards the cloud’s edge. She knew the chances of the ponies surviving were low, so she instead moved her focus to calming the nerves of the sleeping Pegasi, whom had been awoken by her trying to stop them.
Meanwhile, still concealed by the shadow of the balloon.
Rainbow Dash held Twilight’s hooves tight in her own, as she strained under the weight of holding both Twilight and Spike in the air. She slowed her descent as much as she could, being sure not to come out from the balloon’s concealment.
“Almost…there…” Rainbow Dash strained to say, as they got closer and closer to the ground.
Finally, the airship crashed into the forest below, while Twilight, Spike, and Rainbow Dash safely made it back on solid ground.
Rainbow Dash collapsed, exhausted from keeping her friends up like that. Twilight and Spike sat down on the ground as well, looking back up towards Cloudsdale in the distance.
Twilight hoped that the worst was behind them, and that Princess Luna had truly given up her chase for now. Finally catching her breath, Twilight addressed her friends.
“Are you two alright?” Twilight asked.
“I’m okay, but I don’t think I’ll go flying again anytime soon.” Spike replied, falling onto his back.
“And you, Rainbow Dash?” Twilight asked.
“I’m good, just need to rest for a minute.” Rainbow Dash replied.
“That’s good.” Twilight responded.
“So what now? We didn’t really get anything useful from up there.” Spike asked.
“Well, we know that Spitfire apparently had a changeling working for her, or at least with her. That could explain how she was able to keep track of things from within Canterlot. Other than that, we couldn’t really find out anything about their plan.” Twilight answered.
Catching her breath again as well, Rainbow Dash spoke next.
“So where to now?” Rainbow Dash asked.
“Based on the angle of our descent, and proportional to where we left Cloudsdale from, we should be in the vicinity of…” Twilight began to say, before Rainbow Dash cut her off.
“In English please.” Rainbow Dash told her friend.
“We’re in the forest Northwest of Ponyville.” Twilight responded.
“So back to Ponyville then?” Spike asked.
“I suppose so. We can use the time to re-group, and try and find our friends again.” Twilight replied.
“Works for me.” Spike replied.
“I’m down.” Rainbow Dash added.
“Okay, let’s get going then.” Twilight spoke, as she stood up.
The trio then began to make their way through the woods, towards Ponyville.
“I wonder how Princess Luna was able to find us.” Spike asked aloud.
“I don’t know Spike, but we should be safe for now.” Twilight replied.