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Rarity's Fabulous and Frightful Fashions: Nightmare Night Costume Show and Contest


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Starsprite wasn't some one how would give up easily he knew if he were to defeat this villain he would need everyone to work together. luckily star sprites prop was made out of pure heavy metal so its weight started breaking the cocoon. he had to make it stop breaking because he knew if it broke he'd be in the open and would be ambushed. star sprite made morse code with the blade getting hit by light to signal the others " struggle and distract, ill break the cocoons". he knew it was a rough attempt but he didn't want to rush it because he would be caught. after he sent the message he grabbed the blade with his mouth and waited. as soon they started to struggle he'd break his cocoons when there distracted then open the others.

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"This actually was supposed to be a surprise.", the mare briefly 'modeled' her costume for the stallion, "And you better like it.", she gave off a quick wink to show that she was just playing. "Can't figure out how ponies like Captain Spitfire can spend entire days wearing these this. Can't feel my...ooh.", her quick eyes caught sight of the unicorn's little change, "Zounds.", she tried to speak in a bad Pre-Equestrian accent, "My Dark Lord, thy cheeks betray your wicked looks.", she whispered, "When we ar'eth finished with this little show, I promise that I will make thy entire coat match your cheeks."

Once finished with her quick airshow, the mare bowed and returned to Swift Squall's side, "Thanks. I really..", she took a moment to catch her breath, "Worked hard on that. It might not be the most exciting bit of acrobatics seen in this town, but the fact that I did back to back moves without killing myself gives me a bit more continence in my flying skills.", she waved the stallion off as he quickly went off for his presentation. And boy, it was one heck of a presentation! Out of all the skills her colt-friend had exhibited during the time she had spent with him, sometimes she had forgotten he could use magic beyond the basics. Yet here he was casting rather impressive illusions for the amusement and possibly horror of the crowd. She silently hoped some of the younger ponies wouldn't be too traumatized by his show.

Once he was finished, the clapped along with the others and waited for his return. Once he grew near and after the quick kiss, she quickly followed up with a kiss of her own, "Oh sweet Celestia, I can't believe I'm dating a geek.", she gave him another kiss, "A brave, strong, and handsome geek. But a geek the same.", her last kiss quickly ended just in time for Cashmere's presentation to begin. "Looks like he's trying to get hired by Lady Rarity.", she muttered, ". Once his showing was over it had appeared the contest was officially over.

Next she approached Fire Walker. "You put on quite an impressive show up there! Truly it was reminiscent of the real thing," she said as she carefully pinned the ribbon to the pony's costume and left her with a chocolate. "However, while you wear it well, the costume itself has become a somewhat typical one, I think."

"Thank you Princess Rarity.", she smiled ever so gracefully as the mare attached the pin to her costume, "And yeah, it wasn't the most original idea I could have thought of, but then again, it wasn't just for me.", she winked at the 'Ghoul King'. And kept the smile on her face as Rarity continued to present the rewards. While the chocolate looked nice, she decided to place it somewhere safe for later nibbling. She continued to watch, and did not show any distress as the unicorn kissed her beloved. It was all fun and games after all, but she knew Swift would never permit her to forget that he actually beat Equestria's beloved princess in a contest.

Once Rarity moved off to make one final speech, Fire Walker cantered over to the her stallion and listened. Her smile quickly vanished as the word.."Strike" was sounded. The Pegasus tried to shout as the cocoon quickly overtook her. "Swift!", she tried to scream as loud as she could, but the thick coating of her prison turned it into a whimper. She struggled as much as she could, both fearful for Swift, the others. Was this happening all over Ponyville? Both her father and her young sister were here as well! She prayed that they would be able to escape from all this and to get help.

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Things were going so well for Pigpen tonight. He got himself all groomed and dressed up fancy, looking so wonderful that no one knew who he really was. Now, the Earth stallion found himself inside of a coccon. He was taken in by the false Rarity, just like everypony else was, including Princess Celestia herself! If THIS is what he could expect when he was clean and dressed fancy, Pigpen vowed he'd never do it again, provided he survives this ordeal. As he wallowed in self pity and defeatism, a thought crossed his mind.

"If i'm going to persih anyway, why give up without a fight? What is there to lose in at least trying to stop the changliings?"

Now, I renewed sense of determination swept over Pigpen. But if he were to formulate a plan of action. he had to stop thinking and acting like 'Topper'. He had to start thinking like the junk-scrapyard pony that he truly was. So, he pondered, hoping he could come up with some creative way to turn the tables on his captors.

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Swift Squall was...surprised. Not only he got award, he scored the first place! But that wasn't as surprising as the 'special reward'. Swift Squall had Nerves of Steel but that managed to leave hims speechless. As mixture of embarrassment, pride, confusion and anger swirled within his mind.

"That....reward was indeed generous, but my heart belongs to one mare and one mare only." he stated while giving Fire an affectionate look before pulling on his helm one again.

The other participants were incredibly nice as well.

"Errr...thank you, all of you. Your own performances were enjoyable as well." he returned the compliments.

"A worthy rival you were, offendi. If we, our characters of our kind, were to meet on some literary battlefield, I should buy that book. It would be fitting, considering that the legendary origin of ghouls are the Saddle Arabian deserts. Perhaps we might put on a show later?"

"You dare to challenge the Ghoul King?!" Squall replied within-character, but lacking any malicious tone "Very well then, after concluding some businesses here I will heed you challenge". Ghoul King nodded and then shifted his attention to Fire.

"Now, Moto. Let's go find your sister." swordstallion said.

Nut before the love-dovey couple could make even one hoof step away the diabolic scheme was revealed!

"Betrayal!" he managed to shout before silky tentacles of his trap-ribbon enveloped him.

"You see, my darling contestants, I am not Miss Rarity at all. I am called Luxuria, and I am here to see that my Queen is succesful in her plan to conquer this ridiculous little town," the mare cackled as a pink glow surrounder her. Her white coat suddenly turned very close to black and she grew just slightly taller and thinner. Her mane turned a bright pink to match her glowing, iris-free eyes. Numerous holes appeared in her hooves and mane. She decided to leave tthe crown, shoes and collar of Celestia in place, but turned them a lustrous black.

"You can only imagine how I must have felt in seeing you show up at my little show, princess," Luxuria spoke as she glanced at the cocooned Celestia. "But even when I slipped in my act you never once considered that I might be the real Rarity. You let your guard down, and for it, I've had an easier time capturing you then even my Queen had! Oh how the great do fall."

She looked toward Aria in her own cocoon then and laughed. "You were another unexpected element, my dear. I had never imagined I might see a changeling here I didn't account for. Watching you it was quick to conclude, however, that you were hardly a changeling at all! Even as our princess here cast suspicious looks and questions your way, I could tell that you had no loyalty to our queen! Truly shameful. You have betrayed your birthright and for it you shall meet the same fate as these miserable ponies!"

"You fiends....even your own kind?!" he muttered, unable to do a thing! At this rate...

Luxuria turned and gave a gleeful spin. "Now then. Hold still in your little cocoons, while we consume your delicious love. Struggling will just make it harder for you." she started as her changelings surrounded the cocooned ponies and she let out a diabolical laugh. She went to work right away, siphoning energy from Celestia through her cocoon.


"No! Not Moto! These parasites! They can't....they won't!" Swift started to panic. He never cared much about himself, but Fire was more dear to him the his own life and all treasures of the world combined. Fear for her turned into determination. And determination into anger! how dare they!

"Noooooooo!" noblestallion roared. Aided by righteous fury Squall managed to draw his weapon. While the blade was just replica of the dreaded Rimesorrow, it was still perfectly functional sword. After all it wasn't made in somepony home but in the forge.

The sharp edge cut through unicorn bonds. Squall ripped off the remains of his prison from himself...and imminently after was jumped on by two changeling cronies - definitely confused by him breaking free, but not enough to not attack.

But just as changeling attack was a nasty surprise so was Squalls consume. Changeling harmlessly hit the plates which to their horror turned out to be real - just as the sword, the armor was only a replica, but perfectly functional one.

Strikes of Ghoul King armored hooves decked out two poor saps. Afterwards unicorn cosplayer slashed at the nearest cocoon to free the pony inside - which happened to be Fire Walker.

"Moto, your safe." he said with delight, pulling his sweetheart from slimy prison. But that wasn't a time for touchy scenes!

"Princess! Swift Squall realized that the ruler of Equestria didn't broke free, and it probably wouldn't any time soon. The changelings without the doubt used the strongest of their traps for her. What worse, Sun Monarch was drained from power by the Commander of the parasites - apparently too delighted in the feast to notice that there were ponies starting to brake free. Squall had to stop the channeling!

His eyes landed on the apples, the first place reward. Picking it up with his magic, he hurled the casket straight into Luxurias head.

The casket hit, rewarding Swift Squall with very satisfying 'OW!' and throwing her off balance, stopping the draining.

Luxuria regained her hoofing however, and her neck turned sharply at the direction apples came from.... only for her to be hit by drone-turned-projectile with such force that it knocked her off stage.

"Moto, go free the others. I have the best gear among everypony..." swordstallion said while giving Fire the knife which until now was hidden under the cape.

"....So I will deal with the she-cockroach." he finished the sentence. Squall gave the crimson mare a short kiss and leaped off stage to finish off the Rarity imponysonator.

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When miss "Rarity's" tone had first changed, Psmith had turned to regard her with an asperse raised eyebrow. As her speech progressed into a full-blown attack, his eyes widened and he started to scramble backwards. The beam of pink light hit the ribbon pinned to his sash, and a cocoon-like substance began to grow from it. With a desperate flailing motion, the unicorn colt attempted to shed the garment, which proved to be a more difficult task than he'd thought.

"Mph! Dreadfully unsporting of you, comra- no, I don't suppose you deserve even that." He'd managed to avoid full entrapment so far, but his legs were still tangled and engulfed by the growing cocoon. He'd rolled on top of his costume's scimitar, and was trying to move it with his magic to cut free. In order to do that, however, he'd have to keep the changelings distracted.

Best way to do that was by insults. Summoning all the flowery verbosity that had fueled his compliments at the beginning of the contest, he began spilling forth invective at Luxuria. "How truly you say that the great fall; Beware! Ah, but I overestimate your importance. Do you think Psmith bin Psmith, who had crossed blades with the army of the dead, fears the insects of the living? You couldn't infest my grandfather's corpse! Though your smell is foul enough to blend in the whole family mausoleum! He, but even my dead ancestors would kick your pathetic shell of a flank!" More changelings began to pile in on him, trying to take him down or shut him up. Well, so much for plan A, but hopefully somepony else might use the opportunity to break free...

(Edited for less GM'ing, I suppose)

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The ribbon was pleasing and he tucked the candy away, bowing his head in gratitude, there was no way he could compete with the other costumes! Though things quickly took a turn for the worse as His ribbon started forming a coocoon "I say!" He hissed and quickly shut his eyes tightly, focusing his magic, summoning a great burst of energy to break the cocoon away from him, he fell with a thud, cringing since there were changelings everywhere..!

He glared at that before glancing around "Everyone! Protect the foals but we HAVE to get her away from Celestia!" And with that Cashmere with his horn pointed forward CHARGED in towards the imposter Rarity, he was going to take her down if he could so that Celestia could break free and help with the rest "Tonight we fight for Equestria!"

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Star Sprite heard people break free and decided it was time for him to do it to. star sprite grabbed his blade and broke open he cocoon and fell to the ground. massaged from the fall he tried standing up. as soon as he stood up he heard

"Everyone! Protect the foals but we HAVE to get her away from Celestia!"

as soon as star sprite heard that he tried to sneak over to celestia's cocoon. but with most of his energy gone he was swerving and almost hit changelings once or twice. he managed to get to celestial cocoon unnoticed but he was barely able to pick up his key blade. when he did and swung it at celestial cocoon it bounced off. celestial cocoon was tightly packed and star sprite knows he can do it alone. but all the same he tries chipping away at the cocoon. he soon sees changelings look over at him. he better lay low until he could get his energy back or until everyones free. star sprite found a corner and started to take a breath.

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((ooc: gonna post soon, but just as a note real quick, be reasonable with your replies. I've requested the above reply be changed and hope we can avoid anything similar to it in the future. It's okay to try and break free and maybe you'll even manage it. but breaking free and freeing others should not be happening. Don't free other people's characters unless they've asked you to. This should be a fun thread, but we want to avoid god moding. You have a full week for this all too play out; there's no need to have it move so quick in one day.))

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This was one of her favorite nights of the year. Aria had been determined to have a nice time tonight. Even though she didn't win an award she did enjoy the feeling of affection she thought the audience was offering her.

She stepped toward Aria then, putting the ribbon in her mane and tossing her a chocolate. "Your 'magic' costume is very eye catching and indeed looks much like the real thing. That said, while you did try to get into the act, I'm not sure I saw the menace of a real changeling invader on that stage however. Trust me, a real changeling wouldn't be revealing her secrets to readily," she said with a grin.


The mare chuckled and gave a smile as she looked at this lovely ribbon,"Thanks Miss Rarity... Ah've never really seen a changeling up close... but what Ah've heard about 'em they sound kinda... well dumb." With a playful grin she watched as the other contestants received their ribbons, with each one she would applaud and cheer for them. Her eyes widened as she heard "Rarity" give the order to strike.

"uh... wha--" Aria was cut off as the blasts from the audience hit her ribbon and she was enveloped in a cocoon and watched in horror as the Princess and several other contestants were imprisoned.

She looked toward Aria in her own cocoon then and laughed. "You were another unexpected element, my dear. I had never imagined I might see a changeling here I didn't account for. Watching you it was quick to conclude, however, that you were hardly a changeling at all! Even as our princess here cast suspicious looks and questions your way, I could tell that you had no loyalty to our queen! Truly shameful. You have betrayed your birthright and for it you shall meet the same fate as these miserable ponies!"

The changeling looked like she was about to cry at what she was seeing as both the crowds and the host dropped their disguises, however this look soon turned to what looked like a mix between sorrow and anger as she growled at Luxuria, "Th-the only birthright Ah've got to my name is to a house in Dodge Junction and to the ponies who raised me! Y-your hive made it so they could barely stand to look at me when they got back from Canterlot and Ah'm never gonna fergive you or your pathetic, Moronic waste o' space tha' you call yer Queen!" The mare was left nearly breathless from her outburst as she glared at luxuria and hissed at her, her fangs bared as she approached the princess and began siphoning her power.

"Leave the princess alone you... you... love leechin' little spawn of a parasprite!" The Changeling began to struggle and squirm rapidly inside her prison, hoping that she could free herself but sadly, she was a singer and not a fighter so all she could do was hope the other more able bodied contestants could help Celestia and maybe getting around to freeing her.

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"Here! Be grateful you even get this."

Flakey Shards instantly knew where that lame participation ribbon would be going. Picking up the object from off the ground, the clearly ungrateful filly hurled it behind her into the bushes. And that stupid piece of candy can just stay where it was; she didn’t even like that kind of candy anyway. Couldn’t Rarity be bothered to at least give ponies more of a candy selection? No she couldn’t; because she was a mean old backstabbing monster! THAT’S WHY!

"You see, my darling contestants, I am not Miss Rarity at all. I am called Luxuria....."

WOAAAAAH! The spoiled brat didn’t see THAT one coming! Through freaky magic, all of Flakey’s costumed rivals found themselves cocooned in slimy green thingies… that is, except for the crystal filly. Having the indecency to throw away her “prize”, Miss Shards ironically became the only one on the stage who didn’t get encased immediately. Even so, she remained immobilized in thought and body as “Rarity” transformed into a nasty changeling and gave a villainous monologue to her captive audience.

"Everyone! Protect the foals but we HAVE to get her away from Celestia! Tonight we fight for Equestria!"

Seeing the other fake Rarity break out of his cocoon, Flakey Shards finally snapped out of her funk. After stuffing her mouth with an apple earlier, that twerp could do whatever he wanted… but Flakey wouldn’t help him out any bit. “HA!” she finally cried out in defiance; “Have fun saving this stupid town, loser! I’M going home…” Thinking that those gross bug changelings would respect her Queen Chrysalis outfit enough to leave her alone, Flakey began to arrogantly march away from the chaotic scene.....

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Apple Bloom was pretty happy with her third-place finish. All things considered she had assumed it would have gone to the more excitable and flamboyant costumes and performances, and indeed the top two did. The Ghoul King in particular was a favorite, his energy and enthusiasm for the role such that Apple Bloom would have protested terribly had anypony else won. Quality was quality, even if it sometimes meant she was on the losing end of the game. Third place ribbon was cute- she'd add it to her collection. Some thirds and fourths, a scattered gold or silver, a lot of participation, it was all good. As the winner was crowned Apple Bloom stomped her hooves in approval, ready and willing to call it a night on the costume competition and start trick or treating. In fact, Apple Bloom had even taken a step off of the stage when it all went wrong.

It started off when Rarity started congratulating herself at the end. Most ponies thought Rarity was some sort of stuck up hoity toity mare who thought so highly of herself that she would steal the spotlight at first chance. This wasn't true. When she constructed something for others, she did just that. She allowed others to shine and bask in the limelight, maybe a quip or two to finance her way through the hearts and minds of those present. But this was weird. She'd been weird all night come to think of it. She'd dealt with that one filly in a manner unbecoming her and the way she was speaking, the way she'd acted earlier...something was off. As she started chuckling, a grand sense of foreboding enveloped Apple Bloom. Her hooves pulled at her ribbon and got it off just as the word for the attack came.

The cocoon blew up in her face, but it did not envelop her- it was off, and it could only wrap around what it could envelop in a small oval shape as was intended. When on her chest, it would get all of her. Smaller target now on her hooves, so the cocoon wrapped her in front hooves as the attack started, bringing the filly to the ground, tumbling down the steps. Others weren't encased in cocoons either, but were maybe in more danger from them- after all, they were still open to getting in one. While the cocoon hampered her mobility, she at least couldn't get tossed in another one until this one was ripped off. Silver linings!

But it didn't matter. Celestia was taken, her friend was a changeling, the whole shebang. The filly's heat jackhammered in her chest like the beating of a thousand war drums. Her mind raced- did Applejack know? What about Twilight? Somepony had to get out and warn them!

Apple Bloom couldn't walk, but she could try and roll. She set herself to roll towards the door, but life had other plans. She bumped into a Changeling before she could get to the ground, and it looked at her with hunger in it's blank eyes.

"Ahhh, fiddlestick-" She began before the changeling cracked her across the face and while she was in the air, charged forward and tackled her across the room.

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Befitting a winner, the first into action was the Ghoul King. He was quick to action, and his costume proved to be functional as well as stylish. Luxuria could tell that this one would be a problem. He just seemed the sort who wouldn't just lie down. As he freed himself with his sword and then went to free his mare, felt a touch of concern. Her changelings didn't seem able to damage him for the real armor plates that made up his costume. Worse yet, he had his eyes on the princess. Knowing her limits, Luxuria knew that loss of Celestia would be the end of the show for her. He even had the audacity to hurl the basket of prize apples he had been awarded right at her head. It was enough to throw Luxuria briefly off of her footing, but she recovered quickly.

"How rude! To so blatantly reject my most gracious prize, and after this little one and her family worked so hard to harvest them too," Luxuria said, shaking her head and then casting a sideways glance briefly at young Apple Bloom, who she was sure to note had been successfully captured even though she had begun to remove her ribbon.

"Moto, go free the others. I have the best gear among everypony.......So I will deal with the she-cockroach."

So determined to play the hero, the gallant ghoul brought out a knife to arm his mare before setting his sights on Luxuria

"Oh, how eager we are," she said, giggling. "I suppose you didn't get enough of me from that little kiss we shared." She glanced toward the nearby Carousel Boutique then as, suddenly, countless more changelings swarmed out from the open door. "Unfortunately for you, that is the closest you'll be getting to me tonight!"

At that moment, twenty some changelings surrounded Squall and all at once they transformed, taking on the shape of Fire Walker in her Wonderbolt costume. They encircled him firing green blasts from their horns.

"As for you, I wouldn't get to attached to the idea of using your newfound freedom to save the others!" she shouted as she focused in on the still recovering FIre Walker. A large pink blast fired from her own horn then sending Fire Walker flying back into the swarm with her charming stallion and countless impostors.

"How truly you say that the great fall; Beware! Ah, but I overestimate your importance. Do you think Psmith bin Psmith, who had crossed blades with the army of the dead, fears the insects of the living? You couldn't infest my grandfather's corpse! Though your smell is foul enough to blend in the whole family mausoleum! He, but even my dead ancestors would kick your pathetic shell of a flank!"

Luxuria noticed then that another had managed to free himself. She smiled at Psmith and gave a soft giggle. "How cute! Even surrounded, your life in danger, your artful tongue never ceases. How bold, how precious!" she cooed. Her expression then turned hateful. "I do not, however, abide by your childish taunts! Boys who would say such rude and naughty things about a lady, need be punished!"

Some of her changelings subdued Psmith on their own about then. A pair of them produced a rope with which to tie the insolent youth. She laughed and shook her head before her attention had to go to another would be hero.

"Everyone! Protect the foals but we HAVE to get her away from Celestia! Tonight we fight for Equestria!"

Luxuria laughed. "My, my, I wouldn't have expected such rugged bravado from our own darling Miss Rarity. The real Rarity would be proud," she shook her head once more and sighed. "Of course, all the courage she had was not enough to spare her capture by our hooves!"

Changelings came in then to tightly surround Celestia's cocoon. Some drained the princess while the rest just stood on guard. "None of you is getting to the princess tonight! Not until she is an empty husk, completely drained of her love!"

"Th-the only birthright Ah've got to my name is to a house in Dodge Junction and to the ponies who raised me! Y-your hive made it so they could barely stand to look at me when they got back from Canterlot and Ah'm never gonna fergive you or your pathetic, Moronic waste o' space tha' you call yer Queen! Leave the princess alone you... you... love leechin' little spawn of a parasprite!"

Luxuria glowered at the changeling Aria. How regrettable this case was. She tsked and shook her head before giving a sigh.

"A wayward changeling, brainwashed by ponykind into resenting her very nature, wishing she was just a normal pony..." she spoke mockingly, laughter in her voice. "What a rank disgrace! Stripped of both pride and fangs, you disgust me!" she started hatefully.

"As for my Queen, I will admit that there is a lot that can be said of her pompous, arrogant attitude and the way she so effortlessly commands the loyalty of so many just by her lousy birthright," Luxuria said, grumbling under her breath. "But she is hardly a stupid. If she were, how could it be that for the second time we have subdued your pony leader?"

“HA! Have fun saving this stupid town, loser! I’M going home…”

"Speaking of our Queen, it's no surprise to see who the coward is," she started as her eyes went suddenly to Flakey.

Two changelings descended then and grabbed her, pulling her back and tying her with rope. "Your funny little costume has made this evening a cathartic one for me, child. I must say I appreciate, which is why I won't be allowing you to run away just yet!"

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When her "Prize" burst open, encasing her in a cocoon, Calliope panicked for a few seconds before recovering and taking a few deep breaths. She didn't actually need to get all the way out of her cocoon to fight back, she figured, if she could just get her head out. So, to start a hole, in the cocoon, she ignited a small flame at the tip of her horn and started to press it against the inside of the hard shell, slowly starting to burn through. If she could just use her telekinesis...

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Things were beginning to look pretty hopeless for the Janneighsary. True, he was no longer encased by the cocoon, but now the leader of the invasion had focused upon him, and a rope would serve to bind him as well as any fancy changeling magic.

But, as everypony who had ever read a work of heroic fantasy would know, things were never completely hopeless. For instance, the leader had kept her attention on Psmith's flapping gums, and not his glowing horn. Second, he wasn't the only one she had to deal with, so her attention was drawn elsewhere. Third, a good number of the changelings were surrounding Celestia's cocoon. That left the unicorn colt facing a mere half-dozen; rather more like a schoolyard scrum.

"Ha!" With a sudden jerk of his head, he brought up his scimitar from underneath him, and tried to cut the rope the changelings were bringing to tie him with. Unfortunately, the costume sword was dull, so the rope stayed intact. It did, however, pull the changelings' heads together, and the coconut-like sound of the collision was music to his ears.

After that, all six of the changelings tried to pile on him at once. This was not actually a very effective tactic, as they were trying to all be in the same place at once, and got in each other's way. The lanky colt, experienced was he was in schoolyard pile-ups, shimmied his way out from under the pile, leaving behind his crumpled fez and half the buttons on his jacket.

*Psmith-bin-Psmith escapes! But now, mum's the word.* He didn't want attention anymore, the next order of business was to get to a good hiding spot before the mooks got wise to his scarpering.

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"As for you, I wouldn't get to attached to the idea of using your newfound freedom to save the others!" she shouted as she focused in on the still recovering FIre Walker. A large pink blast fired from her own horn then sending Fire Walker flying back into the swarm with her charming stallion and countless impostors

Fire Walker had just a moment to savor her freedom before Luxuria's magic threw her unceremoniously into the swarm of Changelings. The mare groaned as she felt a sharp pain at her side, but she had no time to examine the bruise as there were foes before her! While she had never encountered a Changeling before, she had heard that the creatures were quick, agile, possessed basic, harmful magic, but were physically weak. She could take on these monsters, but she would have to be careful to avoid their stingy blasts. Wasting no time, she started to plow her way through the dark creatures, "We need to get to Celestia!", she yelled as she plowed her legs into the nearest Changeling. While she put on a brave face, she was filled with fear as she worried about her little sister and her father. Were they safe? Did these monsters already capture them? Her heart sunk even lower as she noticed one of the shape-shifting creatures as it attacked the little apple-girl. This sight only caused her to fight even harder as her fear was replaced with hate, so much so, she didn't even make a sound as another wave of green energy struck her flank, shaving off a good part of her tail. The mare noted grimly to herself that at least cropped tails were making a 'comeback' this year. This pushed her even harder to continue with her push, even as it appeared that two changelings were able to replace the last one she felled, and they all looked exactly like the mare herself! Still, she was not a humble and helpless Ponyville resident, she was a proud officer of the Royal Equestrian Army! She had been trained since her youth to fight, and she would continue to try to make her way towards the princess, even if it was the last thing she ever did.

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star sprite realized he wasn't spotted while he was getting his energy back. star sprite then remember he had his dark cloak with him that could let him sneak around this dim-lit room without attracting enough attention to get noticed. Star sprite quickly put on his cloak and stood up. he needed to find a plan of action as he looked around the room. there where many things for him to do but he knew exactly what to do, it was one of the only options he could do if he wanted a fighting chance. his option was to save the costume winner from the swarm of changelings. star sprite walks around the edge of the dimly lit room unnoticed and arrives at the swarm of changelings. star sprite snuck behind one of the changelings firing a bolt to Fire walker. with a quick movement he clonked the changeling on the head and knocked it out. he was then noticed by the other changelings, fire and the "ghoul king".

star sprite knew they where outmatched but he wouldn't give up trying in a loud voice Star sprite yelled " FOR EQUESTRIA!" he might've blown away his cover but he sure did shock luxuria, as far as he was aware.

star sprite then went back to combat, with his blade being made out of pure metal he was able to bounce the changelings beams back at them. star sprite knew he was going to be over taken soon, being he's a teacher not an athlete. but at least star sprite wasn't alone in taking out this horde of changelings.

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The changeling tackled Apple Bloom like a galloping pony runs over a glass of water in her haste to get out of the desert. They tumbled, though for Apple Bloom she was more driven more than anything, into a dresser on the far side of the room. At the last minute she had made a small adjustment, her legs tangling with the changeling's legs and causing her to crash into a wall instead of into the closet, where a giant cocoon popped out. These changelings had everything planned out- through her blurred vision she could make out some of the others doing whatever it was to to escape or beat the changelings, but if they had cocoons poppin' out of everywhere, then how long until the ground turned into a swirling mass of tentacles and pulled the ruffians in?

But that didn't mean she was gonna give in without a fight. The Changeling picked her up, slammed her against the wall again, and started dragging her the few feet to the cocoon. Apple Bloom wasn't having none of that. She walloped him with her hooves, the squishy substance tangling him up and allowing her to smash his face on the wall instead, then pulled it off of him and repeated it. That'd show him! He stumbled back, but when Apple Bloom went to deliver the coup de grace with a nice buck, he ducked and instead allowed her to fall flat on her belly. He laughed his changeling laughed, picked her up across him, and went to go fireman toss her into the cocoon. "Naw you don't!" She bit him at the last second.

His toss was off, a little too high. Apple Bloom sailed upside down and threw her hooves in desperation to the side of the closet, where they connected and held her in place as her hind legs stretched out and caught the frame of the door, holding her upside down over the cocoon. Her tail wasn't so fortunate it fell into the gooey trap, being suctioned in more every second as it yearned to be filled with a life form. Still, she could hold for a few seconds, but what then? Luckily she didn't have to think about it.

The changeling, angered by the bite, flew at mach speed towards the upside down suspended filly. Apple Bloom had the reflexes of a rodeo filly however, and shifted herself to the side that her front hooves were stuck on. It helped, but maybe not entirely. It missed her- but caught her front legs at high speed, ripping the frame out and pulling a large piece of wood and the filly's hooves into the cocoon with the changeling.

"AHH!" There was a massive flash of pain, blinding and it almost made her blackout.

The changeling was trapped in the cocoon. It wrapped and started to harden around the dazed foe, the gooey material strong enough to stop a swift moving changeling dead in it's tracks. It also then started to reject foreign materials that were not part of the changeling- namely, everything involving Apple Bloom and the piece of door frame stuck in the gooey former ribbon on her hooves. It tossed her and she fell with an oomph onto the floor. Victory, but at a cost.

Her two front legs were broken, no doubt. Even if she couldn't see it, she could feel it, and the pain forced a pathetic whimper to escape from her. Tears blinded her as her head rolled against the wall so she could get a better view of the current, uhh, festivities. All this wildness and Celestia was still captured, and more importantly, there was a whole lot of loudness to go with it. A quick plan formed in the filly's head, as clouded as it was with pain.


She started scooting on her back legs, slowly braced against the wall so she didn't fall over. With how loud the activity was, she'd be silent. She'd bite her lip and ignore, or probably just whimper lightly, until she could reach Celestia stealthily. If she had to carve the princess out of her cocoon with a jagged piece of wood, she'd do it, even if she didn't honestly to make it halfway before passing out because of the pain. Darn Changelings. There was saying in one of the books she had read for her costume, and it fit.

"Be sober, be vigilant, for your adversary Chrysalis walks about like a roaring lion, seeking whom she may devour"

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A battle cry sounded out boldly across the night sky causing an amused Luxuria to chuckle. More and more of them were getting free. Looking them over now, she had to admit that her luck had been poor. Of all the ponies she could have had show up for her little contest, she had had a disproportionate number of magic toting unicorns and ponies who had decided to finish their costumes with real replica weapons. This was of course to say nothing of the very princess of Equestria flying in to compete. In her original concept of the plan, she had thought it'd attract mostly cute little foals and harmless, well meaning towns ponies. She had expected them to sit quietly in their cocoons, hopeless and afraid as they were systematically drained.

This, as it turned out, was too much to expect. Reality presented a greater challenge for her, and were she to have any fewer changelings at her disposal to command, she doubted she'd have lasted even this long. She had to wonder how the others were faring. Would Sachandara's sickly twisted plan produce results? What of the queen and the force she was leading herself? Luxuria could wonder these things, but she wouldn't dwell on them; she had more than enough on her plate to deal with. Despite this, she was hardly yet concerned. Instead she was encouraged,. if she could subdue even this rowdy lot, she could become a beloved idol, revered as the queen was!

The one with the key was the one who had given the cry. He was free and Luxuria had lost sight of the colt Psmith and the young Apple Bloom as well. They were all making good use of stealth though. Things were stiller than they should have been, even with the sounds of the changelings battling Fire and Squall filling the air. The ponies were clearly biding their time, waiting for the right openings? What was their plan? To get the drop on Luxuria herself? To free Celestia? Those were the obvious things to do. That's why she had to ensure they did not happen. The changelings around Celestia took an even firmer formation as she flew to perch atop the princess' cocoon.

"Now, now, darlings. You don't need to be shy now. We're all friends, aren't we. I gave you all tasty candy and pretty ribbons!" Luxuria spoke coyly, giggling as she looked out upon the scene. "Conspiring against me after all that, well, it's just not nice, don't you think? It's not like I'm going to let you just reach me or the princess here!"

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Aria panted heavily, having tired herself out thrashing rapidly in vein against her slimy cocoon prison. She felt so useless. Other ponies had shown their strength and ingenuity by escaping their prisons and fighting off the swarm, but here she was stuck in a trap designed by the race she belonged to but never felt she belonged to. Watching all the other ponies fighting for their homeland and for their queen all she could do was wait and watch.

Feeling her own hopes dwindle about ever living peacefully among the ponies without having to hide she merely observed but oddly enough her eyes seemed to be drawn to the Stallion dressed as the Ghoul King and a certain red pegasus fighting against the horde. she tilted her head a bit as she noticed some of the changeling drones firing off blasts of green energy at the still fighting mare. "Am Ah able ta do that too?" she thought to herself. She had never bothered using offensive magic before, she never really needed to seeing as she always traveled with other ponies and typically stuck to healing ponies.Soon the Changeling mare began to concentrate as hard as she could on casting the spell.

Aria's horn began to glow a violet color,"C'mon... " she muttered as her horn soon fired off a blast of magical energy, and then another and another. The strength of the prison began to wane and soon the slimy prison burst and the violet maned changeling fell out of it with a sickening wet splat, "Ugh! this is disgustin'... but at least Ah'm out..." With a few coughs the changeling pulled herself to her hooves and galloped towards Luxuria.

"Now, now, darlings. You don't need to be shy now. We're all friends, aren't we. I gave you all tasty candy and pretty ribbons!" Luxuria spoke coyly, giggling as she looked out upon the scene. "Conspiring against me after all that, well, it's just not nice, don't you think? It's not like I'm going to let you just reach me or the princess here!"

"That's not gonna stop me from tryin'!" Shouted the livid young changeling as she leapt towards luxuria with her fangs bared... only to be dogpiled by a mob a changelings she didn't take notice of that went after her the moment she broke free.

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Luxuria may have counted herself unlucky, but that lack of luck was rather compounded by a tactical error on her part. Staging her own plot near a prop-filled boutique pretty much ensured that any escapees would have plenty of hiding places, if they managed to escape notice. This Psmith had managed to do, and he hid inside the building, pasting the loose rags of his turban away from his eyes with the remains of the cocoon goop, and tried to get a tactical grasp of the situation through the window.

*The winner of the contest seems to have teamed up with his marefriend, both good fighters, but rather swamped. Most others are trying to escape, not many reinforcements have showed up, so the remainder are guarding Celestia's cocoon. Need to set up some kind of diversion somehow.* The colt looked around, and saw some old dressing mannequins piled up out of the way, and grinned. "Now, comrades, here's the plan..." He muttered to himself.

Sometime later:

Suddenly, from behind the bushes there was a sudden flash of light. Armored silhouettes could be seen, matching the uniform of the Royal Guard in all their glory (Psmith silently thanked Luna that Applebloom had showed up in a suitable model). A booming voice was heard from one of them, who raised a sword and pointed at Luxuria. "This is the Royal Equestrian Army, changeling! Surrender Immediately! We have the building surrounded!" With the Lavender colt's magic strained to the utmost, he was able to make more shadows visible further in the distance of hovering pegasi. Hopefully, this would prove diversion enough...

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((ooc: okay, just to clarify since it seems to have gotten confused in a number of recent posts, but this thread is taking part around a small stage erected outside Carousel Boutique, not inside the Boutique itself, as established in the OP. Of course, if you want to sneak into the boutique to find stuff to use that's fine. Generally speaking, we're all outside though.))

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When changelings fired their green rays, Squall clenched his teeth and jumped upwards, aiding himself with his telekinesis. What neither he nor his attackers accounted for was the fact that beams clashing against each other, resulted with small arcane explosion. Shape-shifters were thrown out of their hooves, while Squall - still airborne at the time - was hurled into Carousel Boutique wall. Black helm fell off from unicorn head and rolled onto the ground. Swordstallion got up helping himself with a sword.The impact cut his forehead, and blood run down between his eyes and on the snout.

He had to help Fire! But how he was supposed to differ between his sweetheart and her doppelangers? Those fiends could come anypony they could see. They could see...

In the moment of enlightenment he rushed to the group and unceremoniously lifted the 'Fire' into the air. Without further delays he grabbed a spandex covering the flank and ripped it off revealing....nothing. Just a blank piece of crimson 'coat'. Snarling in anger unicorn sold impostor a hoof sandwich and slammed him into the ground.

He dealt with the next one the same way, throwing it into the wall even more brutally. Squall would probably deal with the rest one by one in the same methodical manner but afterwards several things happened at once.

First, changelings realized that noblestallion found the way to pick them out. Most of them left real Fire alone and hurled himself at stallion. The surely would succeed even if only because of share numbers.

But as he curled defensively before changelings pummeling he heard first Fire's grunt of pain, and secondly Applebloom crying.

And pressing these two buttons made Squall go absolutely bananas.

There wasn't even a angry roar. Every changeling that surrounded his was just thrown into the air, and then Swift picked them out - one by one. None of them could defend themselves from simply vicious beat down. Punched out fangs, bended wings, snapped horns or even broken legs. Noblestallion had absolutely no mercy for the monsters who dared to hurt a child. And while they managed to successfully wound the unicorn back, the combination of rage, adrenaline and sense of justice allowed him to shrug it off.

After all of his assailants were stomped into the ground, Swift pointed his sword at the doppelangers that were attacking his beloved Fire. Shooting a lightning from the tip of the sword, he electrocuted two them into unconsciousness.

Breathing heavily, he turned at Luxuria. Standing here, smirking and gloating about hurting others. Not since Unyasi he was so enraged. Squall wanted, desired to absolutely demolish this face. He even forgot about still trapped Celestia.

[color-green]"I will have enough of you..." he replied, each syllable dripping with murder "....only when your broken body will lay at the doorstep of establishment belonging to mare whose identity you stole." he stated, taking first step towards Commander of changelings. Three of her underlings were still valorous enough to block his way. Swift didn't even bothered with swinging his sword at them. He just picked them up, by the necks, and strangled until they passed out.

This is as far as he would go through. Even when under such fury Squall didn't crossed the line....for most of them. He hurled the unconscious drones aside and took a special stance.

"Retribution..." he mumbled and leaped into Luxuria direction, his readied sword clearly meant that he attempted to decollate her!

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"Your funny little costume has made this evening a cathartic one for me, child. I must say I appreciate, which is why I won't be allowing you to run away just yet!"

Hey, NO FAIR! What did Flakey do to deserve being tied up like this? Why was everything tonight going wrong for the crystal filly? And what in the world does the word ‘cathartic’ mean? Uggggggh, this will be the very last time she’d ever step foot in this trashy dump of a town ever again, and she really REALLY meant it! Everything about Ponyville was stupid; ALL OF IT!!!

“Let me go!” she furiously demanded to her captors; “I never wanted to be here tonight, but my dumb parents made me go! Can’t you give me a break and let me go back home?!” Already guessing that her (lie-filled) plea wouldn’t work, Flakey followed it up by attempting to strike a deal with the boss changeling. “Look, Miss… errr… whoever your name was,” the filly bargained more quietly, her facial features softening so they no longer scowled; “I promise to do anything if you untie me; cross my heart and hope to fly. I reallllllly meeeean iiiiiittt.....”

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UGH! This was a mess! So many ponies focusing on being the Hero! Hacking and slashing like this was some sort of fantasy story! Nopony really trying to free Celestia! Cashmere turned to handle the problem himself if need be, ready to charge in there and fight his way through changelings to free her highness!

But then a sound caught his ears.. it was a whimper...it was pain... Turning his head to look his eyes widened at the sight of the young blank flank named Apple Bloom, trying to scoot herself along.. He cringed seeing that her legs were obviously damaged, and she was just hurting herself in trying to move, suddenly the rest of the chaos melted away and AppleBloom was in a solid black space, illuminated by a single light.. (Not really ofcourse) In this moment it dawned on him that there were plenty of ponies here to fight, and to do combat..but not many to take care of the ones that need help.

Cashmere let out a tired sigh and closed his eyes, focusing then, his purple aura surrounded AppleBloom and he shut his eyes tighter , lifting her up moving her over to him "Shhh" He said quietly to keep her from screaming, using a second aura to grab materials from his bag, and a few other supplies to make makeshift splints for her legs.

Sticks pressed against her leg as thick ribbon coiled of his bag and wrapped firmly around each leg.

"I know it hurts, but you are a big, strong filly, can you help me think of a way to get Celestia free? You're obviously not able to walk..so..you can ride on my back and direct me alright Captain?"

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Apple Bloom kept to the periphery of the engagement, looking on as a nearly endless stream of Changelings kept on pouring into the fight. It was by some greater luck than she had ever had that she remained unseen despite the commotion, but that was the one thing she would count herself lucky on. The pain was incredible, rippling through her as roughly as a storm in the Everfree cut through swathes of weak trees when unleashed. Her vision would dim and return in pulsing waves in rhythm with her nerves scratching themselves out in pain. But she didn't have much of a choice- she sure as heck wasn't going to be in a darn cocoon, and if that wasn't gonna happen the only other option was sneaking over and freeing Celestia. There couldn't be any other way out, could there be? Not for her. She sure as heck wasn't going anywhere.

So she scooted slowly on her rear, biting her lip and allowing the tears to flow freely with only a sniffle escaping. Finally though, somepony managed to break themselves free of their bedazzling heroics and notice somepony who needed a friendly hoof or two. The fake Rarity- no, not the changeling but the stallion who had dressed as her- galloped over and went to work. First he lifted her up telekinetically, which produced a whole new world of pain, but she bit her lip(hard enough now to draw more than pain) and held fast. He then started to set it, which didn't really feel good either- for a brief moment Apple Bloom went limp, passing out from the pain rather than scream and let it out. She came to, barely, in pain and fighting for awareness halfway through his talk. She held firm to the understanding that at least somepony real was taking advantage of her costume.

"Ah..." She held back a deep sob, "Ah...have this here...piece o'wood...gonna go ahead an' carve..." a sob, "carve'r out if Ah haf ta..." She whispered into him, taking deep breaths as spots appeared in and out of her vision, "so...time's...time's awastin', slowpony...be sober...be vigilant, 'cause your foe chrysalis..." Apple Bloom mumbled, consciousness entirely hinging on hanging onto a phrase or two.

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