• Published 10th May 2012
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All-American Girl - Shinzakura



A pony raised amongst humans finds out about her birth mother - Rarity.

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Chapter Two: The Killing Moon

The weather was going to be iron gray and cloudy this week. It was originally scheduled to be as clear as far as a pony could see, but with the events of last week, Celestia herself ordered the sky to be dressed in the mourning colors of overcast skies. The day alicorn at one point had considered having it rain to hide the copious tears that would flow during the next couple of days, but instead decided to not do so. Enough water would fall once the two funerals were complete.

Standing over the grave – technically a cenotaph, since there was no body to bury – Silversteel watched as Rarity was led away by her sisters royal, her fellow Knights Elemental and the three princesses. He smiled weakly at that; Rarity’s family, though one of bonds rather than blood, was stronger than many families he’d seen in his lifetime. The girls would be there for his wife when she needed them, and for that he was grateful.

Fortunately, he had someone to turn to as well.

“How’re you holding up, Silver?” Shining Armor asked, standing there in his princely robes rather than his station as captain of the guard. Sandalwood was given a funeral befitting a noble and a member of the Royal Family, and thus the unicorn stallion served his due as the Prince Consort to the Alicorn of Love.

“I am well, my prince,” Silver said, dully.

“Okay, when you start getting formal with me, that’s a sign something’s wrong,” Shining replied. “Care to be a little more honest?”

“What am I supposed to say, Shining?” Silver barked as he wheeled away from his daughter’s grave to face his friend. “That my heart was torn out today as I buried my daughter? That tomorrow I get to have it ripped out all over again as I bury my ex-fiancée and our daughters? I loved Derpy – I still do – and Sparkler and Dinky were my daughters! And now I get to bury four females that have been lights in my life! How the buck am I supposed to feel?”

“At least you’re feeling,” Shining said. “If it were anything else, you’d have me worried, Silver. And I miss Derpy as well. She was one of my closest friends, and her loss is a wound I’m going to carry for the rest of my days.”


Watching from a distance, Rarity barely made out Silver’s form as Shining stood next to him, both friends consoling the other even as her beloved sisters royal cared for her, embracing her in tear-stained hugs and assurances of love. Rarity knew the hell her husband was going through right now. Tomorrow, he’d represent both of them at his former fiancée’s funeral, and she knew he still was fond of her; she never held that against him, as the unicorn considered the pegasus a friend as well.

And yet, the deaths of Derpy and her daughters paled against the emptiness she felt in her heart right now. Her Sandalwood was gone. Dead. Murdered by the evil of gryphon bandits and by the very sky itself. Part of her wanted to turn and rail against Celestia and Luna for letting it happen – they were both responsible, albeit indirectly, for the wild magic that contaminated the Everfree, over which the magic storm had formed. She wanted so much. But above all else, she wanted two things:

She wanted her Sandalwood back.

And if not that, Rarity, Duchess Lipizzan and Knight Elemental, Generosity, wanted to die.

“Your grace?” a voice asked behind Rarity. “Are you okay?”

Rarity awoke from her reverie. The memory burned in her mind, even after three-plus decades. Three decades since I lost her, Rarity said to herself, and she’ll never be back. Not so long as she’s brainwashed by those thieves. Rarity smiled slightly to herself as she saw the reflection in the window; she’d persevered all these years and it showed: she was a successful mare, her main duties now as the Minister of the Arts and Sciences, and while she no longer toiled daily as the seamstress she’d once been, the fashion house she owned did quite a tidy business to the point she was thought of in such fashion circles as Hoity Toity and Savoir Faire, at last.

So instead, she glanced at her reflection in the window again; the gray of age had finally started to set in and not even she could stop that. Fortunately, it added a touch of allure and beauty to her face, taking her from the mere coquettish beauty of youth to the alluring enchant of middle-age. She’d also kept up her figure, something her husband was happy about. Lastly, she had two wonderful foals, both nonpareils in their particular careers. She was a mare that had it all.

And yet just when I think all is perfect, I keep coming back to that memory, she mused silently. It’s as if I’ll always be pining for what I lost and will never have back.

“Your grace?” the voice pled again.

Rarity turned around suddenly, looking at the individual who addressed her just a second ago. “Ah, my apologies, my dear Cerise. I was just lost in thought. It happens when you start getting up there in age.” The unicorn looked at her secretary and smiled sweetly at the blonde standing across from her. She’d hired Cerise a few years back when the woman had been one of the first human students to attend Royal Canterlot University, and such an achievement impressed Rarity to the point that the unicorn insisted on hiring her on the spot as her personal administrative assistant. Since then, they’d gotten along fabulously.

“Well, your grace, it’s about your schedule for the remainder of the day,” Cerise started.

“I’m still hoping to keep this afternoon free. It’s my daughter’s birthday today, you see, and I’d like to spend time with her while she’s still visiting in town.”

Cerise nodded. “Yes, ma’am. There’s something else, as well. The other thing is a letter that we received, a complaint from the local Human Chamber of Commerce.” A flitter of a look crossed the young girl’s face, just a hair’s breadth of concern.

Rarity sighed. And now the other thing that has haunted me all these years. It was “well-known” that Rarity was specist, a known flaw despite her Element. Well, the truth was a lot more complex. Yes, there had been a time where she’d thought ill of humans, and to her admission, it was something she deeply regretted: she pinned her entire experience with a small bunch of human thieves on the entire species and for two years, she’d completely made a mule out of herself. But since then, she felt she’d acquitted herself of that flaw. Indeed, Derpy’s illegitimate daughter Hazy and her human husband Daniel had done much to help her adjust her attitude. And after all these years of being the host of the opening ceremonies of FiMPro, she’d seen humans at their best and brightest. And in the end, she’d long decided her main problem with humanity was twofold: first, that as individuals they were lovely even if specieswise they had much growing to do; and two, ultimately her problems with humanity all boiled down to the monsters that had come into her life and torn out a part of her heart…especially the pony-shaped human who had done so quite horrifically.

So Rarity went over to Cerise and asked her to sit. “I take it you’ve heard the rumors, then, is it that, dear?”

“I’ve worked for you for three years now, your grac—”

“Please, just Rarity is fine, Cerise. We’ve known each other long enough.”

“Yes, yo…Rarity. But when I heard the rumors, I was shocked. I’ve never known you to be like that. As far as I’m concerned, you’ve been one of the most generous ponies I know, and not just because of your Element.”

“Well,” Rarity said, a conciliatory look coming onto her face, “I am ashamed to admit that it was true at one point.” The unicorn then went into a short and abbreviated explanation of everything she’d suffered since the day Sandalwood was lost to her. Cerise looked nervous at first, then calmed down, then was horrified to hear about the two people that had kidnapped and brainwashed Rarity’s oldest child, and had outmaneuvered her legally to the point that Rarity had no choice but to let go.

“That’s horrible!” Cerise gasped.

Rarity nodded slightly and sadly. “To this day, I always hurt when I think about my lost foal. It hurts me to know that she’s effectively dead now, her corpse taken over by a brainwashed human who hates me despite my attempts to reach out to her. And I’ve learned to forgive Twilight, Applejack, Pinkie and the others – they’re my family, after all, and one cannot stay angry with family for long. But I hope you understand my position.”

“I do,” Cerise said, reaching forward to embrace her employer. “And I hope that someday you’ll be able to gain back what is yours.”

“Hope springs eternal,” Rarity said in a slight smile. “Well, my daughter should be here any moment, so I think I’m going to call it a day. And…it’s a nice day out, so why don’t you call it a day as well? Those reports can easily wait until tomorrow.”

Cerise smiled. “Thanks!”

Rarity grinned; as expected, the human was courteous, though the jury was still out on humanity itself. “You’re quite welcome. I’ll see you tomorrow then,” as Rarity went to the closet she had in her office to find a suitable attire for lunch with Minty.


Minty uttered a happy squeal. “Mother, you shouldn’t have!” Ushquim was the newest and hottest restaurant in Canterlot, a place specializing in exotic cooking from Saddle Arabia. It was a hard restaurant to get a table at, and many a noble had tried. Fortunately, Rarity had a few cards she could play, and a while those of lesser credentials couldn’t get in, the restaurant always seemed to have room for the higher-ranked nobles, as well as celebrities. And when it came to a Knight? Well, Rarity had found out before that a table was always available for a Bearer.

Rarity gave Minty a smile. “Nothing’s too good for my precious daughter,” she said with a smile. “It’s just a shame that Toffee and little Gumdrop couldn’t make it.”

The mint earth pony gave a shake of her two-toned mane and nodded. “Well, Toffee’s keeping up the store while I’m here to talk with our suppliers, and Gumdrop was busy practicing for next week’s school play. Both you and Father are still coming for that, right?” Minty’s mouth scrunched into an s shape as she then muttered, “I tried to get Elusive to agree, but he’s worried about Butter travelling since she’s due next month.”

Rarity laughed affably. “Darling, as I recall you were just as nervous when you were close to term, so give your brother a break. I’m sure he’d be more than happy to attend if the circumstances were different. Just be happy for him and be there when he needs you, okay?” A thought crossed her mind and she asked, “Have you inquired with any of your aunts and uncles? I’m sure they would be thrilled to attend.”

Minty nickered. “I doubt it. After all, they’re still in her camp, aren’t they?” Though the name wasn’t mentioned, it was clear who Minty was talking about. After all, even after all this time it was the one thing the younger pony held a grudge about.

“Minty, I thought we discussed this. Let it go, dearest. It’s not healthy for you to keep being angry after so long and it hurts the rest of our family to see you so.” That was, in fact, the truth: Silver and Rarity had discussed the issue of suggesting counseling for Minty, and even Elusive had offered unsolicited advice about it. Prior to the whole (stupidly-named) “War of the Elements” years ago, Minty had loved her aunts and uncles very much. Now, nearly two decades later, she was cordial at best with most of them and refused to speak at all to either Twilight or Sweetie. Thankfully, this same anger didn’t extend to her cousins, as since she was the oldest she tried to be there for all of them in a big sister way that she’d never had for herself…a fact she never grew tired of mentioning whenever she had the chance.

“But Mother, Aunt Twilight and Aunt Sweetie betrayed you! I suppose I could understand Aunt Twilight, since she’s not really your sister by blood, but Aunt Sweetie? And for what, a two-bit nag tail-lifter who probably lets herself get mounted by anything male?” Minty was about to launch into another one of her tirades before she saw the hurt look on her mother’s face. “I’m…I’m sorry, Mother. I know how much it wounds you,” she said, reaching out to the older mare.

Rarity said nothing, save to grab her daughter’s hoof and hold it firmly. “Dearest, you should know that in the end, your father and I have moved beyond that and—” Rarity stopped as somepony tapped her on the shoulder; she turned around to see a member of her staff standing right behind her. “Is there something the matter, Swift Wind?” she asked.

Swift Wind passed a scroll over to Rarity with his wings. “Your grace, we just received this five minutes ago from the Mage Guild.”

Rarity looked at the scroll, and just from the wax seal on it knew what it was: Knight business, the first time in years. Using her magic, she undid the scroll and read. A few seconds later, she closed the scroll and looked back at her messenger. “Have the staff send a message to the Archmagus that I will be there tonight.” As he departed, Rarity turned to Minty and put on her best smile. “Dearest daughter, I’m sorry to say you’ll have to go out to dinner with your father without me,” she explained. “Important meeting tonight – Knight business, I’m afraid.”

“Can’t it wait?” Minty asked.

“I’ll talk to your aunts and see if they’ll join us for dinner, but I’m afraid that likely won’t be the case; you know how Twilight can be,” Rarity reminded her daughter. “But I’m here with you now, and we have all the afternoon to spend together and I cleared my busy schedule just to spend time with you, dearest one,” the mare said, reaching over to kiss her daughter on the cheek just before the waiter arrived to take their orders.


It was a clear night, as Rarity teleported onto the palace grounds. As she arrived, in the distance she could see Celestia standing on one of the balconies, enjoying the beautiful evening sky. Rarity waved briefly before she found herself teleported to the side of her liegelady and sister royal.

“Hello, Rarity,” Celestia said, nuzzling the smaller mare. “How are you tonight?”

“Rather cross with you all, to be honest,” Rarity told Celestia. The days when they were merely princess and subject were long gone, and Celestia had long ago treated the others as near-equals, separated only by the things even love could not bridge. “Today’s Minty’s birthday, or had you forgotten?”

“I hadn’t,” Celestia assured her. “I promise you none of us did. In fact, when she returns home, there’s a huge gift I sent her along with a profuse apology for missing dinner tonight – Silversteel’s actual plan was to bring her blindfolded to the castle so we could all have dinner with her. As it is, because of this sudden emergency, the stallions were left to entertain the charming young lady.” The alicorn princess grinned. “You know if it weren’t for the fact that she’s married, a single stallion could get jealous with her having so many males around her.”

Rarity giggled. “I suppose – but then again, those are her uncles we’re talking about. They’re all much older than her, and in Spike’s case, not even a pony. I fear that non-existent suitor will just have to keep waiting,” Rarity drolled, “unless you were planning to make a play.”

Celestia shook her head. “Rarity, you know I don’t date. I don’t have the time…and truth be told, I don’t have the inclination. I leave that to Luna or Cadance, should she ever decide to seek love again.”

Rarity paused, the urgency of the situation forgotten. Looking at the princess, she said, “Celestia, despite everything and all the years, all we’ve ever wanted for you is the best. And I don’t know who or what was in your past, but…everypony needs someone to love. I’ve told that to Twilight, and I’ve said the same to Luna as well. And immortal or not, you’re due for the same advice.”

Celestia smiled. “Well, aren’t we getting a bit cheeky in our old age, my little pony?”

Rarity returned the grin. “Only if I was talking to the princess, or my liegelady. But instead I’m merely talking to the eldest of my sisters, who I love dearly and want to see happy.”

“Maybe someday, Rarity,” Celestia continued as they walked down the hall. “Maybe someday.” The pair fell silent for a few as they walked around the perimeter of the castle, towards the southern tower. Once, the great white spire had been Twilight’s apartments when she was just Celestia’s student. But now, as an Archmagus with a sizable mansion not too far from the castle, the old tower had been turned into a de facto headquarters for the Knights Elemental, with separate living spaces for the six and various compartments necessary for their duties as Bearers. As they reached the door leading to the elevator, a sky-blue and olive-green blur suddenly came to a stop next to them, the rainbow-hued contrail dissipating in an instant.

“Oh, man, it feels great to be flying again!” Rainbow Dash crowed, standing upright in her flightsuit. Then turning to Celestia, “Sorry, would have been here sooner, but I had some cocky punk bet that they could outfly me. I laughed – I am the greatest flyer in Equestria, after all – but just to make it fair we decided on a mock dogfight in the 23s. Oh, I swear, if I wasn’t taped to a desk all the time, I’d be in the air all the time.”

Rarity rolled her eyes; she’d long gotten used to Rainbow’s boasting over the years. “Rainbow, dear, aren’t you going to change out of that dreadful uniform? It really doesn’t bring out your colors.”

“Sorry, Rares, but rules are rules, and since I’m the gal who signs them even I’ve got to follow them – or else my boss might just think her Minister of Defense is slacking off,” the pegasus said with a wink to Celestia as the trio entered the elevator. “But anyway, I won, hands down.”

“Oh? What was the bet?” Celestia asked.

“Well, I really shouldn’t tell. Gambling in uniform and all – unbecoming of a flag officer,” Rainbow said, a grin on her face. When the other two mares just stared at her, she laughed and said, “Well, okay: it was a non-monetary bet, so okay under regulations, I promise.” When that didn’t get them to stop, she grinned and said, “I’m going to have another foal.”

Both mares instantly hugged Rainbow. “Congratulations!”

Rainbow waved it off. “Hold on, hold on, not just yet. The bet was to get Soarin’ to agree that we should have another foal. He said Blitz was more than enough, and he was willing to outrace me to prove it. Well, one thing led to another and….” She blushed. “The duel in the 23s was strictly formal. He, uh, wanted to make sure that just in case I’m with foal, I don’t get hurt.”

“Wise move,” Celestia said, looking intently at Rainbow. She then bent over and whispered something to Rainbow, whose eyes went wide. The sun alicorn nodded slightly and said, “Nearly a month now, if my guess is right. Congratulations, Rainbow.”

“Wow…a filly,” the pegasus said, a sloppy grin on her face. “Wait ‘til Soarin’ hears about it.”

Rarity was going to say something further, but then the elevator reached its destination. The trio stepped out to find Luna standing there, waiting for them. “The rest are already in the conference room.”

Celestia smiled. “Rainbow has some big news for us all.”

But the look on Luna’s face was sober. “Not as much as I have for you all, I’m afraid.”


A few seconds later, the four entered the conference room, taking quick seats. The rest were there, and the first couple of minutes were spent on pleasantries, from discussions of how the girls were going to make it up to Minty for missing her birthday dinner, to Fluttershy’s perpetual crusade on trying to improve the adoption situation in Equestria. Then Rainbow gave her news and the other seven immediately enveloped the Element of Loyalty in hugs and congratulations.

“Thanks, all,” she said, laughing right after Twilight had transformed the pegasus’ chair into a giant bean bag so it wouldn’t be so hard on her body. “But seriously, Twi, it’s early in the term. I’m not an invalid yet.”

“And it’s a good thing you’re not,” Luna said, finally getting the meeting to a start, since she’d been the one who called it. “Ladies, we have a considerable problem on our hands: Nightmare Moon is back.”

The room suddenly went silent before a voice cried out, “WHAAAAAAAAAAAT?” That came from Pinkie Pie, who was intently staring at her phone before setting it down and saying, “I’m having a hard time beating the boss on this level.” Turning off her phone, she then looked at Luna and said, “Are you sure?”

“Positive,” the night alicorn said, her voice wavering. “I…I’ll never truly be free of her, so I know when she’s up to something. I can feel it. Always,” she said, turning away from her loved ones and walking away from the desk. “When you saved me so long ago, I’d hoped that it was the end of her. But it wasn’t. And just as I agreed to the pact that imprisoned me so long ago, so too now has somepony else damned herself by agreeing to be her host.”

A curious look crossed Applejack’s face. “Luna, Ah dun get it. Surely nopony’s gunna be that dumb, right? Ah mean, she’s th’ ‘mbodimn’t of evil an’ all.”

“But she’s a seductress, AJ. She says what she needs to in order to get onto your side. And by the time you realize what’s going on, she’s already in control. And if an immortal like me was powerless against her,” Luna said, her eyes starting to tear at the horrific memories of the past, “just imagine the full power of the Black Terror.”

“Don’t worry, Luna,” Rainbow promised. “We’ll get her and we’ll purify the pony, save the day and we can all get back to normal in a jiff.”

Seated at the far end of the table, Twilight finally spoke. “I don’t think it’s that easy, Rainbow,” the archmagus replied. “As it was, we beat her and only so because Luna was willing to fight against her from within. I don’t think we’ve really seen the true capabilities of the Nightmare.”

“You haven’t,” Luna said. “That day you freed me I fought her just as much as you did, and it was only through the division of her attention that you all saved me. But understand this: the Nightmare is powered by despair and suffering – in that way, she’s worse than any of Chrysalis’ changelings ever were.” The dusky princess went over to her bright as day sister and leaned against her for strength. “The Nightmare…she did horrible, terrible things to me while I was in her thrall, things I literally cannot say. I know her secrets, her innermost thoughts, and I am bound by a geas that not even Tia can break. And I live with that nightmare, unwillingly, every day.

“And this is worse – a thousand times worse. The pony that gave herself to the Nightmare did so freely and of her own accord – which means she willingly endures everything I ever railed against. She willingly allows every cruel and malicious thing the Nightmare does, just so that pony can get her dark desires. And that willing offer gives the Nightmare, horrifically enough, possibly more power than she had from when she was ra…stealing it from me.”

The others caught Luna’s near slip of the tongue and began to realize just how much they’d never been told about the younger princess’ ordeal. Twilight went over to the dusky alicorn and said, “I promise you, Luna, she won’t ever touch you again. You have my word.”

“I’m not sure you can,” Luna said, crying even as she gratefully nuzzled Twilight, “but I love you for that, Twi – I love you all. But you don’t understand what’s at stake. You defeated her once—”

“And we’ll do it again!” Rainbow said, slapping a hoof down on the table.

“—but you six did it as single mares over four decades ago,” Luna reminded them. “You have spouses and foals now – and grandfoals, in Rarity’s case. The game has changed.”


The room went deathly quiet as the information sank in. And just as quietly as it became, it was suddenly pierced by the ominous comment of, “Then we kill her.” All faces turned to the source of that voice: astonishingly, Fluttershy. And the look on her face was one of threat.

“Fluttershy!” Celestia said, shocked.

“Yes, I mean it,” she said, her voice taking on a sad cast. “If she’s as big a threat as you say she is, Luna, then we don’t have much choice. I realize that coming from me, it sounds, well, awful—”

“Awful is right!” Twilight retorted. “Honestly, it’s almost as bad as the time you suggested that Discord could be redeemed.”

“I still think he could,” Fluttershy insisted, “but this isn’t about him. And, please, hear me out. In all these years, we’ve all become more than friends – we’re sisters now, and I love you all more than I can say. And that love extends to our growing circle: our husbands and our foals as well. And I don’t want to see a single one of you hurt.” But her eyes grew hard again as she said, “But I won’t let anypony hurt my family – I refuse to let it happen. And if the unthinkable has to happen, then let it happen.” She looked completely broken as she added, “We…we’ve lost too much in our family already, lost too many friends. I will not ever let it happen again.”

“But Fluttershy – you’re the Element of Kindness!” Celestia gasped, completely aghast at her decision. “Surely—”

“She’s right,” Rainbow replied, looking down at her stomach. “I’m with foal now, going to be a mother again – I’m carrying your niece, all of you. She deserves a life – I just found out, Soarin’ doesn’t even know yet, and we haven’t even thought of names. But my foal deserves a life! And if you’re right, Luna, every single one of us is in the crosshairs. Including my foal.” She then looked at Rarity and added, “And your grandfoals too, Rares – both Gumdrop and Elusive’s unborn ones.”

“That’s ‘nough fer me,” Applejack said. “Ah’ve herd ‘enough, an’ Ah agree with Flutt’rshy an’ Rainbow. Mah li’l Apple Bushel’s just a youngin’. He’s jus’ six, an’ he d’serves t’ grow up an’ find his own filly t’ love. An’ he can’t do that if’n he’s threatened. An Ah won’ let that happen. Not to him, or any o’ y’all’s.”

“I can’t agree to this,” Twilight said. “We’re defenders, not soldiers. It’s our job to be guardians and protect, not to go out and avenge wrongs. What if we’d killed Nightmare Moon the first time? Then what? Basil? Discord? Chrysalis? Sombra? There’s a saying in the human world that I think applies: ‘be careful when hunting monsters that you don’t become one yourself.’” She shook her head. “As the leader, I vote no.”

“Twilight’s right,” Rarity agreed. “I wouldn’t want any of us to be harmed by that dreadful Nightmare Moon. But becoming as bad as her isn’t the solution, girls. Rainbow, you’re the only soldier out of the six of us, but as a Knight, you’re a protector. And as a protector, I for one would give my life to protect any one of you – or any one of ours. But I can’t see the value of taking a life for that reason.”

“I agree with Twilight and Rarity,” Celestia answered. “Long ago I was just as much a warrior as I was a leader. And I’ve taken countless lives, many of which have even been ponies.” The others, save for Luna, looked at her in shock. “It was a different age, and back then it was often the only solution…but I grieved whenever I did so, because I knew each time I took a life, it was something that my mother would have done without resorting to bloodshed. And after Moonfall, I swore I would never take a life ever again. And as my personal hoofmaidens of battle and as your princess I cannot condone it – but as a member of this family, I won’t gainsay the final decision. We’ve lost as much as we’ve gained and I never want to see tears in your eyes again, any of you.”

“You already know my decision,” Luna replied. “If we don’t stop her, she could be a threat to us all.”

“Pinkie,” Twilight asked, “we haven’t heard your opinion.”

Pinkie had her tongue partially stuck out of her mouth as she muttered, “I’m going to get you yet, you Meanie Mr. Greenie!” Her eyes then suddenly widened and she moaned, “Oh no, my battery’s running out! Quick, does anyone have a chargepad I can borrow?” The other seven mares looked at Pinkie in astonishment; had the pink party pony ignored the entire conversation the whole time? Meanwhile, Pinkie continued to focus on her game as she muttered, “Y’know, if I had to hazard a guess, the only way to beat this bad guy is to kill him – that is, if I can figure out what spell to use on him. I mean, he’s darkness and light should be the opposite and just use Holy Level III to do the job, right, right? But…what if it isn’t working? And what if I make a mistake and screw up because I should have killed him using Blessed Heal Level IV?”

“Uh, Pinks, yer kinda not makin’ any sense,” Applejack said.

“Oh, but what if he’s really just pretending to be Dark and his power is Light? Then using Holy Level III wouldn’t hurt him at all and I’d have to switch to Arcana Fire Level V to do the job. Oh, I don’t know…wait – maybe if I look it up on that one website that has all the cheats? Quick, what’s the name of that GameFAQs page again?”

Rainbow groaned. “Great, just great – she hasn’t heard a word we’ve said!”

“Or maybe she did,” Celestia replied, “and this is her way of saying she doesn’t want to make that sort of decision.” Celestia was rewarded with the briefest of smiles from the pink party pony before she returned back to her iPhone challenge. Understanding that, the vote had come in favor of doing the unthinkable. And with that act, the sun princess feared, something critical had changed amongst her six Knights, a change that could shift the balance of harmony away.

As the eight adjourned the meeting to catch up with the rest of Minty’s party, Celestia asked Twilight to stand by for a second. While the others left, the sun princess said, “I have a grave feeling about this, Twilight. I’m afraid I can’t understand their motives – especially Fluttershy. I know what she’s saying but…for the first time, I just cannot comprehend.”

“Maybe it’s because we lost so much. It’s only been a few years since Apple Bloom’s miscarriage and that easily brings to mind Fluttershy’s own. Plus, my brother’s death, several of our parents, and, of course, DJ’s choice to remain in the human world instead of with Rarity probably also factor into the decision.”

“Sometimes I wonder how my mother would have handled all of this,” Celestia ruminated. “She abdicated and left so long ago; I was barely a teen by pony standards, having to raise Luna up from foalhood. To this day I’ll never know why she left – I suspect Discord knows, but if we set him loose again I doubt he’d be so forthcoming.”

“You’re being cryptic,” Twilight softly accused her mentor.

“Sorry, Twilight,” Celestia said with a smile. “I guess I just have a bad feeling about this one. There’s something about Luna’s warning that sounds more ominous than what we’ve faced before – but I’m confident you’ll come out on top. In truth, I hope Luna’s fears are just that – fears, and that when tomorrow comes, things will be that much brighter.” Nuzzling her protégé, the sun princess and the archmagus walked towards the elevator, intending to at least catch the tail end of the party.


In the deepest part of the western Equestriani desert known as the Badlands, in a mostly-forgotten cave system that had last seen use back during the Moonfall War, a sleek black, chitinous figure stood, its surface marked with pocks and holes. A threadbare mane in hues of teal and jungle-green, impossibly pocked with as many holes as the body, cascaded down the owner’s back; ragged wings and a strangely intact carapace akin in appearance to a saddle also held those verdant shades. Strangely-reptilian eyes in the same color looked out at the surroundings, and the fanged mouth below it twitched into a smile. For years now, Chrysalis, Queen-Mother of her hive, had been forced to live a wretched existence out where life was harsh and species were few. Her numbers had been drastically culled since her brutal defeat in Canterlot so long ago, and those remaining numbers culled even more by Celestia’s forces repeatedly hitting Chrysalis’ hive when she rose to face her foe once more. But in the end, the queen-mother of the changelings persevered and slowly grew her forces.

There had, however, been some…unacceptable losses. It had been fifteen years ago that the stallion she seduced, Shining Armor, had fallen from inhaling nutrient fluids for changeling nymphs – fluids which, to ponies, were pure poison. At his loss, Chrysalis found herself grieving; she’d spent only a few weeks with the stallion, but the time had been as close to love as a changeling could ever get. Had she conquered Canterlot, she’d have definitely made him her consort. Perhaps they would have even been happy enough together that she wouldn’t have needed to control him. But now he was gone and the one thing in her life that had any meaning to her outside of the hive went with him…

…save for their offspring. One of the interesting things about being a queen was the capability to store certain essences for later, and after mating with him, something in the hivemind told her that was one of those times. It had proved to be provident, as now she’d laid the last of the eggs that had created a new type of changeling, one filled with the power and advantages of ponies while retaining the strengths and abilities of changelings. She’d named them “pepsis warriors”, in honor of Empress Pepsis, the ancient changeling monarch who had conquered the whole world at the time before she was slain by the treachery of the ancient alicorn Faust. In this way, Chrysalis’ pepsis would bring ruin and death back to ponydom and serve as metaphorical revenge for the fallen changeling empress.


But in the past fifteen years, there had been many changes. A whole new world had been opened to them and an entirely new race had been discovered in this new reality: humans, mythological monsters from pony legends. She’d managed to send scouts into the new world to find potential allies with other species on that other Earth. To her surprise, two things occurred: one, these humans were the only sapient race on their world; and two, some of them expressed interest in working with various species. A little more digging found like-minded humans…well, like-minded in that they were willing to work with her and didn’t care what she was so long as the pay was good.

The oldest of her pepsis, a stallion she’d named Blood Armor, peered into the egg at his youngest sibling. “This will not do,” he muttered. “He looks like another failure, just as much as the several of the others.”

“Then do something about it, my son,” she told him. “You are my general and I have given you the authority to separate your siblings from mere subjects; I know you have already done so to some degree. The lesser ones can be dispersed amongst the regular brood.”

“Good. I suggest we get rid of that one, first.” He pointed towards the back corner, where a dark purple pepsis sat. Unlike the hardened and stern looks of most of the pepsis, hers was one of a far different cast. Blood Armor wasn’t sure what it was; only that it repulsed him on an elemental level.

“Save her, for now. We may have use for her. One of the demands from our principal human ally was, in addition to flight of our regular changelings, an advisor to assist him with our forces. I have no problem getting rid of her in this matter.”

“Then it shall be so.” He signaled to two other pepsis he’d already accepted as siblings and the two went to deal with the weakling. They’d then pick a group of marginally functional changeling drones and then send them on their way to human Earth. Once that was done, he turned back to Chrysalis and intoned, “We are ready for our next course of action, Mother.”

Chrysalis gave her son a nod, before unfurling her wings and stretching the tattered appendages slightly. “Signal the brood that we are soon to move out. We merely wait for a sign from our other ally.”


“Then I have come to give you that sign.” A burning flare of indigo and ebon flame appeared before the queen-mother of the changelings. The flame warped and wavered until it took the shape of a large quadruped, larger than Chrysalis herself, before turning into a black alicorn, mane and tail seemly made of pure darkfire. Here stood Nightmare Moon, larger and stronger than she’d ever been before. Chrysalis herself was roughly the same size as Celestia, and yet the changeling queen was dwarfed by the demonic alicorn. “Are your troops ready?”

“They are, if you can deal with Celestia’s little band of annoying fillies,” Chrysalis replied. “Taking Fillydelphia will be nymph’s play. Keeping both the Knights Elemental and the Equestriani military off our carapaces? Not so much.”

Nightmare Moon laughed, a cold, bitter sound. “And you’re seriously worried about that? My host isn’t some simpering little princess with a jealousy problem this time; oh, no. My new host burns with anger, well-nursed for quite some time. Did you know she willingly gave herself to me? She’s willing to endure anything – anything – so long as she has her revenge. And it is that burning hate that makes me more powerful than Faust herself. I will enjoy breaking both Celestia and Luna once more. Of course, as promised, I will leave Cadance for your designs as a gesture of our…partnership.”

“And what of our human allies?” Chrysalis inquired.

“I will attend to the go-between; you needn’t worry. Several groups are willing to work with us, not the least of which being a small fanatical group with the curious name of La Republica dei Pirati – their leader is a flashy individual by the name of Ghino di Tacco. Ruthless yet suave. My sort of individual – a shame he’s not a stallion. Nevertheless, he will be our main contact between our forces and the human side.”

“And you’re sure these groups will work with us?”

“Absolutely. They’re willing to work for as many gemstones as they can get their hands on. You see, while here on our Earth gems are but ten bits a dozen, over there they’re extremely rare and extremely valuable. A mere 50-karat gem, something we use as nothing more than a doorstop, is worth a realm over there. We could simply buy the whole planet with what you could find here in this cave, but that would be far, far too easy.”

“I suppose,” Chrysalis replied. She wasn’t concerned about things such as gems – the opportunity for a new world, and the fact that human emotions were far stronger than anything on this Earth completely enraptured her. That was the true prize – enough emotional food to give her the power she so richly deserved. And if there was the human world, surely there just might be others….

“We’ll attack in two days,” Chrysalis said. “I hope you’ll hold up your end of the bargain.”

Nightmare Moon smiled, though there were no positive emotions in that rictus. “You needn’t worry. By the end of the week, the Knights Elemental will be dead and the Equestriani military destroyed. Canterlot will burn soon and once Faust’s dear, sweet daughters are personally slaughtered under my hooves, my vengeance will only have just started.”


“Dash!” An angry pegasus stormed through the offices of the Ministry of Defense. “Dash, get your plot out here, you harridelle!” Anypony approaching her was suddenly stared down and went away. “Dash, get your Celestia-damn plot out here now or I swear I’m gonna—”

“You’re already pushing being relieved of duty, General,” Rainbow Dash said as she entered the anteroom leading to her office. “Now, I expect one of my senior Air Force officers to compunct herself with proper decorum.”

The other pony laughed. “Compunct? Proper decorum? How many years did it take for you to learn how to pronounce those, much less use them in a sentence?”

Rainbow pointed to her office. “In there. Now. Direct order.” The other pony skulked in, followed shortly by Rainbow before she closed the door and activated the soundproofing spell. “Now, you want to give me a good reason why I shouldn’t just cashier your butt out of my military, Dust?”

BGEN Lightning Dust, REAF, ignored the statement, instead choosing to glare at her rival and frenemy with anger. “Why did you ground my wing? I’ve been getting my squadrons ready for peak combat performance and you just ground them? What the buck is your problem?”

“For one, Lightning, I’m going to let that comment slide, but that’s the only one you get. Secondly, it was Spitfire that grounded your squadron – she’s the Air Force Chief of Staff and I back her decision, especially when I read the reports. You did read all the reports that the legal squadron in your wing provided me, right?” Rainbow slapped a hoof on the table. “You’re always taking dangerous shortcuts – always! I’m reading these reports – the ponies under your command are overworked, have too high an accident record and their morale is subterranean! As the Wing Commander, that’s your fault!”

“And since when do we coddle our troops, Dash? They need to be ready for war!”

“Against who? Against what? Yeah, sure, we do some peacekeeping missions as part of our NATO commitments and our UN obligations, but really? War? Are you out of your mind? Other than the occasional skirmish against changeling hives, there’s nothing for our troops to do save to train for future possibilities – not get geared up for one now!”

“And what happens if we get caught with our tails hanging, huh? Is the big bad Knight Elemental going to come and solve our problems? Mark my word – one of these days there’s going to be a problem you Knights can’t solve. And it’s going to be up to the military to deal with it and we’re going to have our plots handed to us because none of our troops are ready!”

“They’re ready,” Rainbow snarled, “but not at this price.” Rainbow picked up one of the folders on her desk and began to read. “Tech Sergeant Magic Mint. He’s a senior aircraft technician for one of your squadrons. Well, he was – his squadron leader busted him down in rank. And why, you may wonder – after all, you probably are wondering since it was your deputy who signed off on the punishment review and not you directly. Well, I’ll tell you why. It’s because the stallion was so overworked, he had a CMFIS, went home and beat his wife to the point that a month later, she’s still hospitalized. And you know who I blame for that? You. Because none of these punishment reports – not a single Celestia-blessed one – has your signature on it. Which means you aren’t watching out for morale problems in your command – and you don’t give a damn about the mares and stallions under your leadership.

“To me that’s a huge failure in trust and loyalty – and in case you weren’t aware, loyalty just happens to be a personal interest of mine.” Rainbow leaned forward and said in low, dangerous tones, “But because I give a damn about loyalty, I let Spitfire just ground your wing so you can straighten things out instead of relieving you of command, which is the thing I should do! So you get back to your office, straighten this featherball up or we will talk again – and you’ll be filling out retirement paperwork faster than you can fly, understood?”

“Rainbow, you’re making a huge mista—”

“Do I make myself clear, General?”

Lightning Dust snarled, “Crystal, ma’am.” Nothing further to say, she walked out of the office, making sure to slam the door as she left.

As Dust departed, Rainbow shook her head. She actually thinks we’re going to be at war? Rainbow then remembered Luna’s warnings about Nighhtmare Moon. Well, we beat her once, we can do it again. Let her come at us – we’ll wipe the wall with her. She then sat back down and decided to get back to work; all the stress wasn’t going to do the newly-expectant mother any bit of good.


Six in the morning. Yawning and half-awake, Minty stumbled downstairs to the kitchen. She had to get breakfast started so she could see her little filly off to school this morning, then wake up Toffee so they could start on getting ready for the day. With Hearts and Hooves Day just around the corner and Gumdrop’s school play tonight, they’d have to make up for lost time. But it was worth it: just time spent with her family was a precious moment, and she couldn’t imagine any other life – especially not one letting humans mate in every hole a mare had, like her so-called sister.

Just as quickly as the anger set in, Minty let it go. She had a charmed life, a thriving business, the best stallion in the world as her husband and the most wonderful daughter a mare could ever ask for. Life was perfect and focusing on that was the key for happiness in life, not anything else. Satisfied that such was the case, she decided to open the front door to the domicile part of the building; the milk delivery cows should have already dropped off today’s supply, and good thing, too – she was going to be using a lot of it in the milk chocolate batches she’d need to whip up today.

Opening the door, Minty looked at the dark clouds above. The weather was supposed to be sunny today; the local weather factory was closed for maintenance so clear skies were supposed to be the norm for the next couple of weeks, unless the central facility at Cloudsdale had shipped in some rainclouds or….

The clouds then broke apart, and somepony screamed as hundreds of thousands of changelings descended on Fillydelphia.


Shortly after the attack began in Fillydelphia, alarms rang in Canterlot. Twilight rose from her bed in a flash, rushing downstairs, bed head and all. Following proper protocol, she raced towards the portal room she had in her home, then jumped through it…

…ending up in the top of the Knights tower, several hundred yards away. A sizable room in the seventh floor of the tower, the Mage Guild Emergency Center, was staffed 24/7 by a specialized team of Twilight’s mages, just as the military did with EQMILCOM, Equestria Military Command. While the introduction of human methods of detection, surveillance and crisis management made it far easier to keep an eye out for trouble than had been in the past – before First Contact, it had taken at least a day to hear about what Discord did to their hometown of Ponyville, for example – but it also came with disquieting costs: during a tour of the U.S. Third Fleet Command Center a few years back, the admiral giving her the tour admitted that constant surveillance was a disquieting cost, and that, sadly, some countries on human-Earth used the same tech to spy on their own people.

Fortunately, when both the MGEC and EQMILCOM were created, Twilight insisted no such surveillance would take place on their own citizens, and to her knowledge nothing of the sort had ever occurred. That didn’t mean, of course, that there weren’t tripwires out there, and as proven now, those tripwires came in handy.

As she arrived on station, one of her senior officers turned to her. “Archmagus, we’ve just received word that there’s been a changeling invasion of Fillydelphia.”

“Fillydelphia?” Twilight asked. The moment he’d said that, a pit sank in her stomach: Minty and her family lived there and while there was some concern obviously for the innocent populace, family was paramount in the unicorn’s mind. “What measures have been taken?”

“We cannot get a hold of either the sheriff’s office or the local mage office. It’s safe to say that this may have already escalated from our control to that of the military’s,” the watch officer replied.

“It has,” Luna’s voice replied behind her; Twilight turned around and knew while the middle alicorn was usually up at this time of night, she was on edge moreso than usual. “Is the military monitoring? And where are the other Knights?”

Another watchstander looked up from her position. “We have a preliminary report from the MOD. The naval base was attacked and while several ships have gotten away, three destroyers have been sunk in the harbor. Fighters from the nearest airbases are scrambling and the local Army garrison is readying for a strike.” She looked at the screen again, and then was taken aback as she then turned and said, “Preliminary reports are sketchy, but scouts already on the scene have reported upwards of….” She looked at the screen once more to make sure she was reading it right before saying, “350,000 changeling drones.”

“350,000? That’s outright war!” Luna gasped.

“Yes, last time they only hit Canterlot with 50,000, and we were overwhelmed.” Celestia walked in, her eyes glinting with anger. “Chrysalis chose a bad time to do this, assuming it’s her.” Turning to the watch officer, she barked, “What’s the status of helping those fleeing the city?”

“It’s disorganized, ma’am. Ponies are running in every direction possible, and with the military assault in the works, we won’t be able to get relief supplies there fast enough.”

“Then have the military stand down and inform EQMILCOM this is a Knight matter,” Celestia replied. Turning to Luna, she said, “Find Cadance. We have to get there and calm the citizens immediately.” Luna nodded just long enough before teleporting away to her niece’s home. Turning to Twilight, she said, “I leave it in your capable hooves, Twilight,” before teleporting away towards Fillydelphia.

Twilight ordered, “What’s the status of the other Knights?”

“Lady Knights Rarity and Applejack have just entered the tower,” the watchpony responded, “and Lady Knight Rainbow Dash is at EQMILCOM monitoring the situation. Ponyville Army Airfield is prepping a helicopter so that Lady Knights Fluttershy and Pinkie Pie can be brought here immediately.”

“We’ve got an incoming video feed from EQMILCOM,” another tech replied. “Putting it on screen six.” In bottom right corner of the display setup was an image of the Equestria Military Command Control Center, and seated in a central chair was Rainbow Dash, the look on her face one of restrained anger. Just above that was a camera feed from Ponyville AAF, with the helicopter cycled up and two ponies climbing onboard.

“Twilight, I’m going to have a bird prepped for us just as soon as the others touch down,” Rainbow spoke over the intercom; as the others arrived, watching her in her element, it was sobering how much she’d changed: the brash young mare Twilight had once known so long ago was now an effective military leader, having studied so under both Twilight’s now-deceased brother Shining Armor as well as various military commanders on human-Earth. But they had all changed in the four decades they’d known each other now.

“Can we have them catch up with us in mid-flight?” Applejack asked as she came in. She looked as though she needed a cup of coffee bad, but in the subsequent years since she was no longer in charge of the farm and instead a government official, she’d adjusted to the normal hours most ponies had.

“We can do that,” Rainbow responded, issuing the order. “Meet by the castle helipad in ten minutes and we’ll see you there. EQMILCOM out.” The visual connection remained on, however, while Rainbow leapt out of the chair and raced towards the room exit. Both mares took the cue and headed for the elevator taking them down to the main floor of the tower.

At the bottom floor, Rarity was standing there, her face a mask of barely concealed rage. “Twilight, promise me this won’t happen again,” she said, her deep blue eyes radiating worry and hatred. “Promise me I won’t ever lose another daughter again.”

Applejack went over and nuzzled the soft gray mare. “Y’know Twi an’ Ah’ll do ev’rythin’ t’ save Minty an’ her family. Y’know that.”

“Just like twenty years ago?” Rarity hissed.

“Rarity, please,” Twilight said, throwing up her forelegs in a sign of placation. “This isn’t the time for this. You know I won’t let anything happen to her. But we need to be united.”

Rarity turned away. “I’m…sorry, Twilight. Old scars never truly heal.” Nothing else to say that wouldn’t cause further argument, the trio raced through the castle, headed towards the helipad.


“I’m here, Rainbow,” Spitfire said as she arrived at the Ministry of Defense, ready to take Rainbow’s place in the command center. “What’s your orders?”

“We should be able to handle it; Twilight learned the shield spell from her brother,” Rainbow said. “But if something does go down, send in every available force on the eastern seaboard. The 17th Fighter Wing and Naval Strike Fighter Group One will need to do the heavy lifting. Then have Silversteel go in with the 86th Infantry Division and take the city back.”

“Roger that. What about Situation Firestarter?”

“Let’s hope it doesn’t get to that,” Rainbow replied, “but if it does, inform the Royal Household.”

“That’d be you, right?” Spitfire teased.

“No, I’m part of the Royal Family – slight difference. But you know what I mean.” Rainbow was about to head out of the building. Just before she took to the air to head to the castle helipad, she said, “Oh, and swap out the 17th for the 23rd.”

“But we grounded Lightning!” Spitfire said.

“Yeah, we did. And Celestiadammit, she was right,” Rainbow admitted; after all these years, admitting mistakes was never easy for her. “Looks like her callsign of Cassandra is turning out to be spot on.”

Spitfire became even more confused. “Uh, Rainbow? What’s a ‘Cassandra’?”


“Ooooh! When do we get to ride that, Mom?” Surprise bounced up and down, an excitable white pegasus. Behind her, her twin brother Bubble Berry was watching the rotors of the helicopter, trying to count the rotations.

“Hey, that’s a great idea!” Pinkie exclaimed. “Then we can have a ‘Family Helicopter Ride’ party!”

That was enough to tear Bub’s attention away from the rotors. Grabbing his sister, he said, “Let’s go get the stuff right now!” She nodded in agreement, and before anything else can be said, the duo rocketed back towards downtown Ponyville to see if the party shop was open and if not, to get the owner to open it.

“Well,” Thunderlane chuckled, watching his foals simultaneously somehow race and skip down the street at the same time, “that should keep them busy until you two are in the air.”

The smile fell from Pinkie’s face. “Take care of them, love,” she said, kissing her husband. She looked serious all of a sudden, and when Pinkie was serious, things were never good.

“Ah’ll watch ‘em,” Big Mac promised, clapping Thunderlane on the back. “Don’ worry, either o’ you. Jus’ y’all come home safely, y’ hear?”

“I will,” Fluttershy promised, wrapping her forelegs around her husband. “Maybe this isn’t as serious as it seems,” the yellow pegasus said, though the unspoken realization that a helicopter was ordered to take them to Canterlot was a pretty good sign of how things were proceeding.

“We’re ready to take off whenever you are, ladies,” a member of the flight crew shouted out. Looking at their spouses, both mares gave them comforting grins before hopping into the helicopter, an AS365 Dauphin, bearing REA markings. A few seconds later, the helicopter tore into the sky, lights blinking as it cut its way through the nighttime air, headed towards Canterlot.

“Do you think they’ll be okay?” Thunderlane asked his friend.

“Y’ worry too much,” Big Mac assured him. “They’ll be alright. Th’ girls’ve bin thru worse spells, an’ Ah reckon they’ll git thru this’n.”


Scootaloo’s eyes blinked as she tried to down a cup of coffee to wake herself up. She was needed in the air in the next hour, with her fighter squadron serving point. She sighed; so much for tonight’s plans. “Sorry, hon,” she said, looking at her husband.

“It’s okay, Scoots,” Featherweight said, though he didn’t look it. “If Rainbow needs you on point, it’s gotta be a good reason. Just…tell her that she’s going to have to wait that much longer for us to have a kid now.”

Scoots laughed as she downed the rest of her cup and went to throw on her flightsuit. This would be the last time she’d lead her squadron in the air; she was to transfer next month to a new unit so that she and Featherweight could have more time to work on that family. She’d begged Rainbow to do it and Scoot’s pseudo-older sister willing to oblige. But as she slipped on the flight suit, Scootaloo had to wonder if that was a good idea or not. She was one of the best F-23 pilots the REAF had, and Scoot’s own commander, Lightning Dust, always begrudged her that.

But it’s almost time for the next generation to take over, Scootaloo thought. It was time for someone to be the Scootaloo to her own Rainbow Dash, and her usual pain-in-the-plot nephew Rainbow Blitz was too old for that role now. In truth, maybe it was time for her to have a foal so that Blitz could have the same headaches that his mother once did in dealing with her biggest fan.

Kissing her husband, Scootaloo left the house and took to the skies, heading towards the base. Whatever this crisis was, it’d be over by tomorrow and then everything could get back to normal – or as normal as what passed for normal in their busy lives.


Standing on what was the tallest building in Fillydelphia, Chrysalis directed the utter destruction of the town square to lay down plans for a massive birthing chamber. I have a mere third of a million drones at my command, she said, but when I am done, I will own this world and prepare to take the next.

The queen of the changelings felt a presence behind her as a Nightmare Moon’s voice announced, “We have guests at hand.” She pointed towards the distance and the glowing lights of gold, cyan and cobalt visible even from this far. Miles away, caring for the refugees, the auras of the three princesses tended to the former residents of Fillydelphia as they sought refuge, but in using their auras this strongly, the triumvirate was sending a signal: we’re coming for you and this is your only warning.

“Such a foolish display of power,” Nightmare Moon chuckled. “They should have struck when they had the chance. But in their strutting peacock of a display, they waste valuable time in coming to kill us, my ally.”

“You desire them to kill us?” Chrysalis asked. She knew that wasn’t the case, but she wanted to know what was on the demonic alicorn’s mind.

“I desire them to try,” she said, off-hoofedly. “I enjoy playing with my prey before I finish them off. I know that seems strange to you, but I assure you, these are mere trifles to be sacrificed. The true challenge will be when we destroy the princesses themselves.”

“And we aren’t doing that now?” Blood Armor said, walking towards them. “If I were either of you, I’d go and tear and rend their flesh from their bones rather than sit here as if you’re having a tea party while weaving a cocoon, serving no purpose in life.”

“And that is why you’re just a whelp,” Nightmare Moon said, “and Blood Armor, should you choose to address me in that manner again, prince or not, foal of your mother or not, I will polish my armor with your ichor, understood?” The prince of the pepsis realized he’d gone too far and nodded; pacified, Nightmare Moon continued. “As I was saying, before we deal with the princesses, we’ll have to deal with her hoofmaidens, first. But this time I’m prepared for the Bearers, and they don’t have the luxury of wimpy little Luna to save them.”

“Are you sure this plan will work?” Chrysalis said. “I’m taking a huge chance on this.”

“Fear not. Now, you command an army. But when this is done, the very multitudes of this world will be under your hoof, begging for your mercy. And knowing you, you shall never deliver it.” Saying nothing more, Nightmare Moon spread her great black wings and rocketed away into the distance, heading out to battle to meet her foes.

“The stars shall aid in her escape,” Nightmare Moon snarled to herself. Not this time, Luna. This time I will crush your stars and you will never escape.


The six alit from their helicopters, the helos hovering just low enough for the Knights to clear before they returned to base. Should the Knights win, the trip to the refugee camp being set up wasn’t too far. If not, the distance was enough that the military retaliation would be far enough from the refugee camp to ensure the civilians’ safety.

“Oh, girls, look!” Pinkie exclaimed. “Aren’t the lights pretty?” A second later, the pink party pony regretted her statement. A split second after that, the others looked on in shock, too: in the distance, the skyline of Fillydelphia was already ablaze. The flames reached above the buildings of the cities, and the roar of the flames masked the screams of those who hadn’t escaped and were dying. A building, weakened by flame, suddenly fell, crashing into a second building before crumbling out of sight.

“Girls,” Twilight said, a steely look coming over the Archmagus’ face. There was a flash of magenta, and her Elemental tiara appeared on her head. Flashes of red, orange, blue, purple and green flickered at the edge of her vision as the others’ necklaces appeared, their Elements ready for battle. “Show yourself!” Twilight thundered. “We know you’re out there, Chrysalis!”

“So little you know,” an all-too familiar voice said sinuously. The voice carried around in the night as a curtain of black fire wove its way around the six. “You can’t even begin to comprehend the situation you’re in.”

“Big deal, so we face you first, Nightmare Moon,” Rainbow snarled. “We beat you once, we can beat you again! And when we’re done, your buddy Chrysalis will be begging us not to kick her flank to the moon!”

“Big words for such a small pony. Mighty words for such a weak, fat and old mare,” the invisible demon said from beside Rainbow. Rainbow turned and snarled in the direction the voice was coming from. “My, how weak you’ve grown, Rainbow Dash. Has trading your wings for a metal coffin enfeebled you so? Has the scourge of the skies fallen and given her title to her son?”

“Leave her be, Nightmare!” Applejack snorted, pawing the ground. “We’ll git you, an’ when we do, yer gonna be in fer a lickin’!”

“Oh, you tease,” Nightmare Moon said as her voice suddenly shifted to where Applejack was standing, though she still couldn’t be seen. “Don’t promise what you can’t deliver.” The statement was crude and Applejack shuddered inwardly; there was something different about Nightmare Moon this time, though she couldn’t pin it down.

“That’s enough, Nightmare! Show yourself!” Twilight roared.

“And Twilight Sparkle. Pretty little pet of Celestia. Pretty little would-be sister to three princesses. Pretty little surrogate daughter to one. Tell me, Twilight, what do you wish for in that heart of yours? Celestia’s trust, or her lips on yours? Or perhaps her between your thighs?”

Twilight blanched. “I never—! I…she….” Twilight felt ill inside. Despite the occasional sordid rumor about mentor and protégé, theirs was a familial relationship and nothing else. Besides, as Celestia once joked, Twilight would have to be considerably more male to even get a glance from the princess like that and Twilight was completely uninterested in romantic entanglements to begin with.

This isn’t the Nightmare Moon we faced before, Twilight realized. There was something far more dangerous about her. Last time, Nightmare Moon was powered by Luna’s insecurities and pain. This time, her host fueled her with something else. Twilight wasn’t sure, but she definitely didn’t want to know what sick mind was at the center of the host fueling Nightmare Moon.

“Shall I tell you what I see?” The flames rose higher, the black flames scorching the ground around them, leaving sickly gray embers. “Once, you defeated me by Harmony. For that, I respected you – you were almost my equals, and I was fueled by a…how shall we say, weakened core. But what do I see now?”

The voice popped over by Pinkie Pie. “I see a mare who resents her friends – her so called sisters royal – for not trusting her with government authority, and not realizing, even after all this time, that she has more talents than known. After all, she turned a single bakery into a national catering company. And yet all her sisters see her as is a one-trick pony whose laughter is no more than one of self-loathing.”

The voice went over next to Applejack. “I see a mare who feels that she has become useless. After all, her brother now runs the family farm and she’s in charge of a government ministry she barely comprehends. That, if she had the chance, she’d quit and just go back to the farm, but she’s too enslaved by the needs of her sisters to be honest with herself.”

Next, it was Rainbow Dash’s turn. “And here, this mare? For all her bluff and bravado, she’s weak. She fears her son no longer respects her for being the best flyer. She fears that her friends know she’s not the equal of her mentors or as talented as her friends. And that after having a foal to save her marriage the first time around, now she is pregnant again, while her husband has that new secretary of his, the one with the kind of looks he goes wild after, just as when he chased her some forty years ago. She feels that for all her loyalty, nopony has any for her.”

“And here we have Fluttershy. Precious little mama bear Fluttershy, who coddles her daughter in a velvet embrace of iron to protect her from everything. Little Fluttershy, who would murder and savage every obstacle that came towards her family. And why shouldn’t she? After all, she knows the truth: her worst enemy is herself. When it came to giving her husband a foal he so wished for, all she could do was miscarry. Poor little Fluttershy, whose own body shows her no kindness, just as the world does not.”

Rarity was next. “And it goes without saying for you, Rarity. You, whose generosity was stepped and trod upon by your very flesh and blood, a daughter who spurns and spites you. And when you needed them most, on this very anniversary when your daughter should have been returned to you? Saving Fillydelphia is a higher priority than finding if your precious other daughter remains alive – or her family, for that matter. Your granddaughter? To your sisters, duty is paramount and you find that your hatred for them grows within you no matter how much you say you love them all.”

“And last of all is you, Twilight Sparkle. Bearer of Magic, Knight of Friendship. Your hatred for your sisters knows no bounds. You have thrown your life into duty and honor and sacrificed a life you should have had as a pony of worth. And all the nieces and nephews, all the sisters and brothers, all the love supposedly yours in the end will never replace the aching in your heart and quivering in your thighs for somepony to call your own. Have you told your sisters, little Twilight, that at one time or another you lusted after each of their husbands? That you drunkenly hit on Fluttershy’s husband at the last Hearth Warming Eve party? Or that you made out with Applejack’s husband once while you were both inebriated at a barbecue she couldn’t attend? Or that you hoped that you could manipulate the feelings Rarity’s husband had for his first fiancée and somehow turn them your way? Poor little Twilight Sparkle. So many ponies love her…but no one will give her love.”

“SHUT UP!” Twilight roared. “We’re going to finish you right here and now, Nightmare Moon!” Her tiara lit up with magenta power…

…only to die off as the sextet looked at each other in a way they hadn’t since they’d been affected by Discord’s spell decades back. The six looked at each other and while none of them had grayed out, they were looking at each other with gazes of shock, hurt and mistrust.

“I…I’m not the silly pony you always think of me as,” Pinkie said, her eyes watering with tears. “I’m a businessmare, made the Sugarcube Corner into a national bakery company. How could you never trust me?”

“Sugarcube, Ah’m sorry,” Applejack said dully. “Shoulda trust’d you on that. Now, Twi, on th’ other hoof,” she said in an accusatory tone.

“Applejack, it was an accident! I was flirting with Blue Bayou. You know how much he looks like Notes, except that he’s a pegasus. And…Fluttershy, I didn’t hit on Big Mac back then! That’s a lie the Canterlot Times-Herald printed!”

“Yeah, so you’re blaming Featherweight for that?” Rainbow snarled. “Twilight, how could you?”

“But I’m not!”

Fluttershy started crying. “Mac…I thought he wanted us to have another foal, but…maybe he doesn’t think I can anymore. Maybe he wants a pony who probably can,” she moaned, looking at Twilight with tear-soaked, pained eyes.

“Well, maybe I can have another foal,” Rarity snarled, “since you all seem to think mine are all disposable!”

“Rarity, why would we ever think that?” Rainbow asked.

“Because saving your niece…I mean my daughter isn’t as big a military priority as saving Fillydelphia?” the fashionista snarled. “But maybe I’ll die and then Twilight can get busy trying to seduce my husband!”

Twilight gasped. “Look, I’m not trying to sleep with any of your husbands!” she cried.

“What,” Pinkie asked, “Isn’t mine good enough?” A second later she added, “Never mind – and don’t start thinking about him, you…you…meanie!”

“Y’know whut?” Applejack said, “Fine, y’ c’n have mah job, Pinkie! ‘Cuz Ah quit! Ah’ll just go back t’ the farm an’ just enjoy life! An’ mah husband too, so Twi doesn’ git her hooves on him!”

As Twilight looked at her sisters, pleading for calm, a voice at her side said, “Once, you were six young mares, all in tune with each other, because all you had was each other. And what has forty years of life done to you all? What it does to everypony, Twilight Sparkle – it changes them, twists them. It puts you at odds with those you love most. Tell me, does Rainbow know about the affair?” Twilight turned in the direction of the voice to see Nightmare Moon looking at her, malicious glee in her eyes.

“Don’t you call it that,” Twilight seethed. “Don’t you dare twist those words!”

“What affair?” Rainbow asked.

“Why, the one she had with Soarin’ of course,” Nightmare Moon commented smoothly. “Did you know he took her virginity?”

Rainbow looked at the unicorn as if she turned into a scorpion. “What?”

“Rainbow, it wasn’t like that!” Twilight gasped, looking at the blue pegasus. “We dated before you and he became an item and it just didn’t work out.”

“Really? Why should I believe you?” Rainbow snarled. “Soarin’ and I have been together since Cadance’s wedding!”

“Except for the part where you were dating Roughwind,” Twilight snarked and as the words left her mouth she realized it was the exact wrong thing to say. She didn’t have any time to apologize, though as Rainbow rocketed forward, delivering a slap right across Twilight’s face. Twilight reacted just the same and with a glow of her horn slammed Dash hard on the floor before she remembered that Rainbow was pregnant.

“Twilight, stop! Don’t kill Rainbow’s foal!” Fluttershy screeched, terror-stricken by Twilight’s ferocity.

Twilight looked at the way she’d slammed Rainbow Dash to the ground, straight on her barrel. She gasped, shaking, horrified at her own actions before she tearily grabbed the unconscious pegasus and started crying madly.

Laughing hysterically, Nightmare Moon sat and watched as the six sisters tore each other apart. “And in the end, the Elements of Harmony are defeated by the disharmony of life itself. I would sit here and watch you lot kill yourselves, but I have other things to do and the princesses to kill. So let me offer a rare kindness and just kill you six now.” Her horn began to glow, an ebon star burning with black hate. And a second later, a blast of dark energy rocketed towards the six, with no chance for them to move.


It was then that two miracles occurred. The first was Pinkie. Least affected by Nightmare Moon’s attack, she suddenly noted that they were being turned against each other, a classic villainous ploy. With no time to save them all, Pinkie did what she could, grabbing Fluttershy by the forelegs and whispering, “I’m sorry, girls,” before doing what was natural to her – and unnatural for earth ponies – and teleporting away from the blast.

The second thing was that just as the curse spell was about to hit, Twilight powered up her horn to counter, magenta power to blaze against black hatred. “I won’t let you hurt them!” Twilight gasped, holding onto Rainbow even as she cast her counterspell. “I won’t let you touch them!” And with that, she erected Shining Armor’s Final Barrier spell.

Nightmare Moon’s plague of hatred burned hard against Twilight’s barrier, but, weakened by Rainbow’s punch and crippled by guilt from the accusations against her, Twilight’s power gave out far sooner than normal. The four were enveloped in the dark flames of Nightmare’s curse, four heroes fallen.

Satisfied that her foes were finished, Nightmare took to wing, headed back to the remains of Fillydelphia, which started to glow with an eerie green hue, a sign the changelings were in control. Off she departed, leaving four stricken ponies, their coats burning with sores of black magic, their cutie marks blackened by the curse.


“Celestia! Luna!” Cadance cried as she saw the blast of pink energy collapse just in front of them as Pinkie’s incomplete teleport threw her and Fluttershy to the ground painfully just by the refugee camp where the princesses were tendering aid.

Celestia needed no urging and rushed to the two ponies’ sides. “What happened?”

“We failed….” Pinkie said, looking up at her ruler and sister royale as her poof frizzled out into straight bangs of sorrow. “We were tricked and we fell for it. We weren’t there for each other,” she said, holding an unconscious Fluttershy close to her, tears falling from her eyes. “We weren’t there for each other when we needed to be most of all.”

“What happened to Twilight and the others?” Luna asked, her eyes widening with worry.

“I got away just in time,” Pinkie stammered. “I’m sorry. I don’t deserve to…I guess I am a failure….”

The three alicorns looked at each other, then out to the distance and the sick green glow on the horizon.

The sudden scream of horror from Celestia as she realized what happened would be something the history books would remember for time immemorial.


Back at the Ministry of Defense, Spitfire went over to a magic box labeled IN CASE OF EMERGENCY. Opening it, she took the blue scroll out, read it, then threw it back in the box, a look of resolve coming onto her face.

“General?” one of the techs asked.

“Rainbow, you stupid idiot,” she seethed to herself. “You should know better than to leave me in charge.” Turning back to the staff, she snarled, “Okay, socks are off – I want every changeling in Fillydelphia pounded into the floor, do you understand me?”

“Yes, ma’am,” the staffers cried.

“ATTENTION ALL UNITS!” the general barked. “BLOW EVERY ONE OF THOSE CELESTIA-DAMNED CHANGELINGS OUT OF THE SKY!”


Thousands of Army troops raced towards Fillydelphia, the look in their eyes murderous. In the center of them, carrying a gun and rallying his troops, was none other than Gen. Silversteel, REA, the most respected officer in the Army. Known for always having his troops’ back, he wasn’t afraid of getting down and dirty if the situation called for it.

“Sir, we have a message!” a comm tech said to him, handing him a radio. The radio was large and designed to accommodate pony hooves, and he answered.

“This is Graystone Six,” he said, holding the radio to his ear.

“Silver, this is Spitfire. I want you out of there now. No arguments and I’ll make it an order if I have to. I’ve given orders to Emerald Ray; he’ll take over command.”

“Spitfire, no. My daughter’s in that mess and I’m going to get her out. Rarity’s already risking her life to save Minty and her family and I can’t stand by and not do the same!”

“Silver…Rarity….” There was hesitancy on the line before Spitfire admitted, “We just got word: the girls were defeated. Pinkie and Fluttershy made it out, but we don’t know if the others are still alive.”

With that, Silversteel placed the radio on the ground and crunched it with all his strength, breaking it easily. “Okay, here’s your orders,” he told the comm tech. “Any changeling we come across, kill them. None survives, even if they beg.”

“Sir, isn’t that a war cr….” The comm tech shut up when he saw the murderous look in Silversteel’s eyes. “I’ll give the order, sir,” he said, turning back to his gear.

Silversteel turned and looked at Fillydelphia, burning in the distance. You killed my family, Chrysalis. I’ll put bullets into you until you beg for me to stop. And then I’ll keep shooting until I’ve used every bullet in the arsenal against you and there’s not enough left of you to shoot anymore.


“Watch out!” somepony screamed as someone else pointed a hoof upwards. Silversteel looked into the sky, as hundreds of incoming objects came rushing at him, ready for battle.

At last. He bellowed, “All troops, ready to fire!” Dozens of XM-29E rifles pointed towards the sky, ready for Silversteel’s order to fire. The volley would obliterate the changelings coming at him. A smile slid onto his face.

The smile fell a second later as he realized the incoming objects weren’t changelings…

…they were meteors.


“Shoot those meteors down!” Scootaloo ordered as hundreds of fighters, both REAF and REN, raced to the scene. “Protect the ground troops!” Dozens of missiles rocketed away from the F-23As and F-35D and Fs, slamming into the falling rocks.

“EasyWing 1, this is FeatherDancer 1,” Scoots said into her audio pickups. “Take your squadron and engage the forces at—” She felt a bone-shattering crunch and every alarm in her cockpit went off. “Mayday, mayday, I’m hit!” she called out.

“Clear out, Bonnie!” a voice screamed over the commline. “We’ve go—” The line went dead as someone else waxed out. Knowing she needed to get out of there, she pulled her ejection handle…

…only to have it not work. Meanwhile, her fighter began its descent, headed right towards the center of the ground forces, who were getting pulverized – and now her damaged craft was going to add to the injuries.

Can’t let that happen! she snarled, pulling back on the stick with all of her might. Her fighter was now in a dead spin and as she looked out the side of her canopy she noticed why: her wing had been sheared off, as if by a knife. She also noticed in the distance, why it was happening: Nightmare Moon, a monster she hadn’t seen in ages, had risen and was systematically destroying the air assets thrown against the changelings. Somehown, the demonic alicorn was allied with the parasitic monsters, and that meant serious trouble for Equestria.

As Scootaloo focused back on the HOTAS, she was glad to know that she’d put enough muscle into it that she’d cleared the soldiers and was no longer in danger of hitting them. Some of the boulders that had fallen from the sky however…. Thinking quickly, she pulled out her sidearm and fired at the canopy. If she could break the glass, she had a chance to escape before the crash could kill her.

A second later, it was all rendered moot.


“Order our troops to pull back! They’re getting slaughtered out there! Order them back!” Spitfire shouted, looking in horror as she saw the intense blow the Equestriani Armed Forces had just taken. Just minutes ago an infantry division of 20,000 heavily-armed soldiers, backed up by hundreds of REN and REAF fighters were ready to take the sky. Now, less than 700 soldiers and twenty fighters from both services were limping away from Equestria’s greatest defeat, one that had come not against a foreign army, but a monster.

“Retreat order sent, General,” a solitary tech replied.

“Stand down forces and get a hold of EQSOCOM – I want General Blackdust to get a team of Destriers ready and going out there. Or Coursers or Seaponies – I don’t give a buck which service coughs up the assets, but I want some operators ready to trot, got that?”

“Yes, ma’am,” a major handling comms with other senior officers said.

“Contact the other heads of the services and tell them I want to see them in the conference room in the hour. Contact General Soarin’ and tell him he’s now acting Chief of Staff for the Air Force until further notice. Now if you’ll excuse me, I have to go find Princess Celestia and tell her why we just got our plots handed to us on a silver platter.”


“Can you do anything for them?” a tear-struck Celestia asked the doctor nearly a day later. It had been a miracle, despite the horrific loss, that they found that Twilight and the others were still alive. But they were now infected with something nopony had ever seen before, something that Celestia was at a loss to discern what is was…because the doctors were taking every precaution to keep the three princesses away from the infected patients.

“Your majesty, I could say we’ve inspected them, but…the disease is killing anypony that goes in to check on them within seconds. Even anypony wearing a hazmat suit is being infected. As it is, we’re going to ask for doctors from other non-equine species to see if there’s anything they can do. Thankfully, she’s being a big help.”

“I’m glad,” Celestia said, wiping the tears from her eyes. As always, Twilight proved herself. It had been Twilight who had recommended the multi-barrier safety system, but also that the three princesses stay away from the quarantine area. Celestia had sent a note to be hoof-carried to Twilight, as in at least one case, magic had transmitted the disease to the unicorn casting it. The end result was that magic was being kept to a minimum, and only the most secure and encrypted of spells were being used.

Fortunately, the magical channel system of telepathy was one such spell set. Celestia opened a magical channel to Twilight, reaching out to her protégé. “Twilight, can you hear me?”

“Yes. We’re okay,” the unicorn replied back. “Rarity is okay, and both Applejack and Rainbow are unconscious. We’re keeping Rainbow under wraps until we’re sure her foal is safe.” A pause. “I’m sorry. We let her divide us…no, we let each other divide us. We didn’t talk through our problems and just let them fester over the years.”

“You’ll all make this right, Twilight. You love them and they love you, so all you need to do is trust each other once again.” Celestia nodded; though only those present could see it, Twilight, through the channel, could sense the expression. “And I know you can do it – I have faith in you…in you all.”

“Rarity made the suggestion: she wants to see DJ.”

“Really?” Celestia looked like she was disconcerted by that. “I don’t think she’ll come, Twilight. There’s too much bad blood between Rarity and DJ – and you’ve said it yourself, DJ considers this place to be a gulag.”

The response came not from Twilight, but Rarity. “Celestia, please – we’re dying here. I know it. I can feel it. If we’re going to pass on…I want to see her again. Even if she hates me…I want to see my foal again. Please.”

“I’ll see what we can do, Rarity. She may not listen. Twilight, can you keep them safe?”

“With every bit of magic I have to do so, Celestia. I won’t let you down again.”

“You never have, Twilight,” the sun alicorn said. “You never have.”

“Are they okay?” Luna approached, and there was concern in her face. “Cadance is leaving in an hour for a meeting with the Japanese Foreign Ministry and I think you may want to—”

“Rarity wants to see DJ,” was all that Celestia said to her sister.

“—stay here and mind the shop while I make the trip to Tokyo,” Luna finished.

“Please do, Luna. If Rarity’s asking, then we can’t fail.”

“Tell her I’ll do everything in my power. Now if you’ll excuse me, I need to go get a quick briefing from Cadance.” With that, the night alicorn teleported away.


Sitting in a room while her sisters slept, Twilight Sparkle smiled. They’d been beaten and were now fighting against a curse, quite literally, for their lives. But it didn’t matter at the moment. The thing that made her smile was Rarity’s request.

Rarity, after nearly two decades, wished to see the daughter she had spurned. And DJ would finally return to the land of her birth, and mother and daughter would finally reunite.

After all, what could go wrong?

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