AN: I know, I know, I say it all the time, but I'm sorry for the delay. :'( Things have been crazy lately, but I worked hard on this chapter and hope you like it.

Happy Fourth of July/Independence Day to my readers who are also American! :)

Vote, comment, enjoy!

(I don't own the picture above)

As the panicking ponies from the train station made their way back into town, even those unaware of the threat were beginning to realize something was very, very wrong. Fear had taken hold. As ponies from the train station relayed what had just happened to unaware friends, the bearers' secret was out - the Equestrian foes were at large - and no pony was safe.

"Everypony stay calm," Whirlwind began, commanding the attention of the crowd. "We're already working on the situation."

Geode nodded, adding to her comment, "Yes, for now, everypony should stay inside for their own..."

Geode trailed off, and turned toward the sound of galloping fast approaching. He narrowed his eyes and grew startlingly serious. Several black, smoky creatures resembling ponies appeared, neither quite solid, nor fully vapor, galloped forward. All of their chests were heaving as they breathed heavily, and every one of their curved horns bubbled with dark magic. All the while, behind them all, standing on a pedestal of shining, black crystals and gems was King Sombra.

All at once everypony seemed to notice, and started running, screaming, shutting themselves in their houses. Whirlwind and Geode tensed. Their hearts pounded in their chests. The shadow ponies surged forward in unison.

Geode grit his teeth, focused, and grew crystals that sprouted from the ground, latching themselves onto the hooves of the shadow ponies, stopping them all in place. Then, again from the ground, a long crystal, which molded into a more defined shape - a spear.

"Whirlwind! Think you could-"

But she was already beside him, as if hearing his thought process, as if she already knew. And maybe she did.

"Got it." She said, and as she turned he saw her smirk.

The spear rose as the air - her air - pulled it from the ground. It spun, and spun, and spun, then it raced forward toward the line of shadow ponies. The spear pierced through each of them. But as the crystal spear went through the last one and returned to the two bearers, only then did they notice: not only had the creatures not dissipated as they had hoped, they appeared completely unharmed. Geode and Whirlwind watched in horror as the shadow ponies stepped right through the crystal binds at their hooves and each pair of their white glowing eyes honed in on them.

Geode mumbled to himself, "How?! But if it just goes right through them... Maybe it only passed through them if they make a conscious effort?  Maybe we need to catch them by surprise?"

"Geode, this might be harder than we thought it would be!" Said Whirlwind.

...

"Hah, this is easier than I thought it would be!" Blaze shouted over to the others as he trapped a group of changelings in a dome of fire.

Tidal Wave rolled his eyes as he dealt with his own troublesome changelings, "Don't get cocky so soon."

"Hey, this isn't my first fight against this things!"

"Oh yeah, because back in Canterlot, I had to come save you since you got yourself trapped."

"Well that doesn't- gah!" Blaze stopped mid-sentence as a changeling shot a beam from its horn, narrowly missing him.

"Now's hardly the time to ague!" Flora Blossom cut in, then after ensnaring a changeling in the nearby grass she called over her shoulder to Winter Frost. "How ya doin' over there, Winter?"

"I'm fine!" Came her response.

As Winter made quick work of yet another changeling, she took a second to look at their surroundings, hoping there weren't more changelings. But it wasn't the amount of enemies that made her heart skip a beat, it was that they were no longer at the train station.

"Uh guys, has anypony noticed they're driving us back?!" Winter called over to the others.

At that remark, Blaze swore under his breath and glanced behind him. They were almost into town, which not only meant they would be endangering everypony, but would be giving their foes what they wanted.

Tidal Wave grimaced, "We can't let them take Ponyville."

"Really? Is that why we're here?" Blaze quipped sarcastically, scrunching his muzzle. "I couldn't tell."

Tidal Wave turned to Winter and said, "Don't mind him, he's not the best under pressure."

"I'm great under pressure!"

Flora shook her head, "Even if you were, none of that matters if we ain't got a plan!"

"Yeah, they did get the jump on us." Winter nodded then continued. "But if we get to the others we'll stand a better chance."

"Good idea, they should still be in town. I'll run over and get them!"

"Please hurry!"

And so the green mare took off into town, dodging and countering attacks as she went. When she finally saw Whirlwind and Geode, she came to a stop, and caught her breath, however, after she saw what they were dealing with, her eyes grew wide.

"Wha- what's going on?!"

"King Sombra's shadow ponies attacked shortly after we warned everypony." Whirlwind reported as she flapped her wings, pushing back the shadow ponies with her gust of wind. "We're trying to fight them, but most of our attacks just go through them. We've only been able to get rid of one so far!"

"That's why we need the rest of you!" Geode added while sending gem shards at their enemies.

"But they sent me to get you two!"

"Kinda dealing with these things right now!"

"Oh my, but changelings are pushing them back into town."

Whirlwind sighed, "Alright, maybe if with get them all in one place it'll be easier to deal with both the shadow ponies and changelings."

"Yeah, if we round them up, we can all use some strong attacks to get rid of them!"

Geode seemed to be in deep thought, or maybe it was just that he was focused on attacking the shadow ponies. He created a giant wall of crystal in a large semi-circle that towered above them all. For a moment at least, it shielded them from their attackers.

"That could be just what we're missing!" He exclaimed. "Maybe the attacks we've been using need to be stronger. Maybe it's not just about catching them off guard!"

"I'll go get Winter, Tidal, and Blaze. I'm sure our idea will- woah!"

The ground shook. They heard the crystals of Geode's wall clink together and the trees rustle. As the shaking got more intense, and the three of them had to change their footing to even stand properly, it became apparent who was approaching. The gigantic figure of Tirek soon came into view. He was taller than the trees, the houses, even slightly taller than Twilight's castle!

Flora swallowed, and stared up at the monster before them all. She watched as he lumbered over, the area between his horns forming an orange orb of magic. She looked on, as his horns sparked with power, yes raw power and - something touched her.

Sweet Celestia something touched her! What was it? Was it all over?! Was she done for?!

"Flora!"

It spoke. It sounded like...

She turned to (thankfully) see Winter Frost. She quickly explained what Whirlwind and Geode were going through with the shadow ponies. While Flora anxiously shifted from hoof to hoof, she also told them their plan to take out some pesky changelings and King Sombra's shadow ponies. Of course, the plan got a whole lot more complicated since Tirek decided to join the party.

At that moment, Tirek shot the orb of magic into town, sending all six bearers flying in different directions away from its point of impact. Whirlwind and Geode were flung back into the shadow ponies' line of sight, and thrust back into combat. Meanwhile Blaze, Tidal, and Flora were back to being attacked by relentless changeling minions. Far from the others, Winter stood, and took in everything before her. She groaned as she thought, we're basically right back were we started!

It looked like they had no choice: They were going to have to divide and conquer.

Winter then pushed off from the ground, flying towards Whirlwind and Geode, who were each taking on a few shadow ponies at a time. Winter fired a beam of ice down the line of enemies just as Whirlwind cut through each of them with her "blade" of air. The precise timing of the two bearers' attacks caused each of the shadow ponies to be frozen solid at the moment their smoking bodies were cut in two. After a breathless moment, black vapor leaked out of the ice, and then vanished. The mares exhaled, and a soft, victorious smile temporarily graced their lips.

Geode however, wasn't having as much luck. Not only were the shadow ponies a pain to deal with, but as Tirek tore up the town and fired magic attacks, the ground shook.

"Having some trouble?" Said the cold voice of King Sombra, who smirked as he watched Geode try to defeat his shadow ponies.

Several shadow ponies had circled around him, and though he was launching crystal attacks at them, they passed through their bodies. At the sight of this, Whirlwind took off into the air at a mind boggling speed. Once she was high enough, she propelled her self down, toward Geode and the shadow ponies, then threw out her front hooves, forcing all the shadow ponies back in unison with Geode's attack. Crystals appeared underneath each of the shadow ponies, then at the stomp of his hoof, they jumped up, and through them. The smoky remains were carried away by the aftermath Whirlwind's powerful attack.

Geode clenched his jaw, and jerked his head in the direction of King Sombra. His chest rose and fell rapidly. His eyes, locked on the evil king, were dangerous and full of hatred. Then he ran, ran as fast as his legs could carry him, towards the one who had terrorized the Crystal Empire all those years ago.

"Now it's your turn!" He growled as he went.

King Sombra chuckled, shaking his head, and was about to speak when the floor fell out from under him. When he looked down, his pedestal had been warped, and the center of it had fallen to the ground. Before he felt the earth beneath his hooves, the crystal warped again, before his very eyes, and wrapped tightly around him. He squeezed his eyes shut at the unwelcomed embrace. As he opened his eyes, he was face to face with a gray colt.

King Sombra smiled, "Clever, you used my own magic against m-"

"Shut up," Geode hissed. "Your reign is over!"

"Are you telling me you'd use your power on your king?"

"You are not my King! I'm loyal to Princess Cadence and Prince Shining Armor!"

Ignoring the crystal around him tightening King Sombra glared, "They're weak."

"Says the so-called King who's trapped by my magic."

"Not for long." Said King Sombra.

A shard of black crystal then shot up and pricked Geode's skin on his chest. Gems and crystals spread from there. Geode looked up at King Sombra as he escaped from his binds and turned to Whirlwind and Winter, who were watching, stone still. Fear overtook him. As his friends started to run toward him, the gems continued on their course, and he knew, it was up to them now.

"Go get them, guys!" He shouted, just before his entire body was covered.

"Damn you!" Whirlwind shouted, practically throwing herself into King Sombra. "You'll regret doing that to Geode!"

Winter shouted, "Whirlwind, wait, you've got to think about-"

Suddenly, something collided with her, successfully knocking all the wind out of her, and forcing her into the wall of a building. Expecting a changeling minion, she looked into the creature's eyes as she thought of her plan of attack, but almost immediately went pale. The creature that had her pinned to the wall wasn't a changeling minion, but the changeling queen! And in her state of fear, Winter Frost was none other than her prey.

"What've we got here?" Queen Chrysalis taunted, as her insect eyes flitted between Winter's horn, wings, and element. "Has Tia created another princess?"

Assuming she meant Princess Celestia, Winter wanted to scold the changeling queen, but her fear prevented that. Just as it prevented her from moving, from attacking, from doing a lot of things...

"What's the matter? Don't you speak, little foal?"

Winter surprised herself and found her voice, "Yes, and with the other bearers I take down changeling armies too."

Queen Chrysalis roared with laugher, "Look around, we've got the other bearers of you meager elements taken care of!"

Winter did indeed look around, and Queen Chrysalis was right. Horrified, she saw changelings had trapped Blaze, Tidal Wave, and Flora Blossom in their green goo. Geode was still frozen, trapped in King Sombra's crystals. And Whirlwind was in crystal shackles and inside a magic floating bubble, while Tirek and King Sombra eyed her captured best friend.

"Seems as if you care deeply about these five ponies. It's a shame I didn't think of feeding on your love for them before our attack on Ponyville."

"Leave them alone!" Winter yelled, kicking Queen Chrysalis in the chest, pushing back her back, then ran.

"What a pointless attack!" Said Queen Chrysalis.

The changeling queen fired her green magic at the alicorn, hitting her on the side. Winter went down hard, but turned to fire her own magic at Queen Chrysalis. But it was expected, and though Winter was able to hold back her spell for a moment as the beams of magic collided, the queen's green magic overtook Winter's midnight blue quickly, leaving her horn singed. Winter cried out at the stinging in her horn, her eyes watering. She stood only to be hit with magic again, and crumple to the ground.

"You can't stop us. Your luck has long run out."

Queen Chrysalis put her hoof atop Winter, pressing her down. On her side, it would be harder to get her hooves under her again, and stand. She looked over at Whirlwind, at her terrified eyes, and bound hooves banging against the bubble, as the queen powered up another spell, and the world faded into darkness.