• Published 19th Jul 2015
  • 2,676 Views, 393 Comments

My Brave Pony: Starfleet Nemesis - Scipio Smith



Twilight Sparkle died in battle to save Celestia and win peace for the world she loved. Now a clone of Twilight, bred for war, breaks free from her programming and seeks to find the meaning behind her existence

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The Last Couplet

The Last Couplet

This is terrible. Starlight thought, and it was with great effort that she kept from her face the cringing expression that would have besmirched it had she allowed herself to show her feelings to the world.

It was a good thing that working for Starfleet had given her a lot of practice in keeping her true feelings well hidden from the sight of other ponies. Even Trixie.

She would ordinarily have dismissed a thought like that, when it came to her at work, as a distraction. But not now. Now the thought of the exuberant blue mare calmed her down, and quite honestly she needed that in the face of the utter fiasco that this had turned into.

This is terrible. This is a disaster. This is a complete and utter catastrophe.

Starlight allowed herself a theatrical sigh, and rubbed at the space between her eyebrows, more to show how she wished Professor Brain to know – or to think – that she was feeling rather than to express how she actually felt right now. “So, let me get this straight, Professor. You made a bunch of soulless abominations of nature, gave them powers greater than those of ordinary ponies – even ordinary space ponies, let’s be clear on what we’re talking about here – gave one of them the form and likeness of a dead mare who is considered a hero by many, and then you let them out. And then you found that you couldn’t control them and, in fact, never could. And now the off-switch has broken. Is there anything that I have just said that is factually incorrect?”

Professor Brain said nothing for a moment. Neither did anyone else. The lab was currently being occupied by members of the Starfleet Intelligence Special Branch, and in the presence of Starlight’s black-clad enforcers the other members of the Science Division were cowed into silence. Many of them sat on the floor like prisoners, while hardened Intelligence operatives glared down at them like they were all back in high school and the jocks were about to steal the lunch money off the nerds and flush their heads down the toilet.

The only sound was that made by the janitor in the corner as he mopped up a yellow stain that had been there when Starlight and her people had come in. She had a pretty good idea of where it had come from.

If she herself wasn’t making Professor Brain empty himself the way that the rebellion of his little monsters had then she was at the very least making him tremble. Good. If she had her way he would be going down a very dark hole soon and preferably not coming out again.

How did someone so reputedly smart as him not realise what a terribly stupid idea this was?

Either it was that kind of foolishness that afflicted the particularly intelligent…or else he just wasn’t that smart after all. Starlight wasn’t entirely sure which one it was yet.

“I’m still waiting, Professor,” she reminded.

Brain swallowed, and then cleared his throat. “Colonel, I fear that you are being rather too harsh in your-“

“Harsh?” Starlight yelled. “You think that I am being harsh? You created a weapon with will and desire and then you let it loose upon the world with no way of putting your toys back in the box when you were finished with it. You resurrected the most powerful mage in a thousand years, made her even stronger than she was, and then turned her into a sociopath devoid of conscience or loyalty. You gave one of these freaks the uniforce! The most powerful form of magic in the galaxy is now in the hands of a living automaton! But please, Professor, go ahead, explain to me how I am maligning you.”

Brain scowled. “I did what I did for the good of United Equestria. To meet the challenges of-“

“Yes, I know, I read your sales pitch,” Starlight snapped. “Suffice to say that you promised a lot more than you delivered.”

“I had His Majesty’s approval for every-“

“Doubtless you didn’t explain it to him clearly enough,” Starlight said, because of course the Grand Ruler could not be wrong, he could not be mistaken, he could not possibly have made a mistake. Even to suggest the possibility of such a thing was to commit an act of gross disloyalty. And so, in situations where He clearly had made a mistake, then it was obviously the fault of those, like Professor Brain, who had misled him in such fashion.

All good fortune was a result of the Grand Ruler’s sagacity and wisdom, all missteps were the result of wicked councillors. So it went in the court of New Canterlot.

The large screen, at least eight feet wide and six feet high, set above the laboratory door burst into life, displaying an image of His Majesty that was, if possible, even bigger than his actual size. His face, rendered enormous by the scale, loomed over Starlight, Brain, the scientists and the guards, causing many to drop to their knees and murmur some expression of their obedience and loyalty.

Starlight did not bow, but she did snap to attention and immediately assume an expression of the greatest respect and obedience. Professor Brain attempted the same thing, but his evident fear diluted the effect somewhat.

For now, at least, the Grand Ruler ignored him. “Colonel Glimmer, report please.”

Starlight stood at ease, with her black-gloved hands clasped tightly behind her back. "All six members of the Sentinel Project-"

"Prototypes, the term is prototype," Brain muttered.

"Professor," the Grand Ruler's tone was as disapproving as the scowl on his face. "I do not think you wish to try my patience at this time. Please, Colonel, continue."

Starlight gave no sign by word or deed that she had been interrupted at all. "They have escaped to an unknown location and disabled the chips that would have allowed them to be terminated. They are in the wind, Your Majesty."

"Including Sentinel Three, the clone of Twilight Sparkle?" demanded the Grand Ruler.

"Especially her, I fear, Majesty."

The Grand Ruler growled wordlessly for a moment. "This cannot happen!" he thundered forth in a voice as loud as the storm and as rolling as the tempestuous sea. "This cannot be allowed to stand! If this false Twilight should seek to stir rebellion against our rule she could disturb the balance of our imperial state and set upon its axis the harmony of our realm."

Starlight did not respond to that directly, for it was not her place to confirm the fears of Her Majesty even when those fears were fully justified. As she herself had told Professor Brain, there were many within United Equestria who still considered Twilight Sparkle to be a hero. If she appeared in public, if she made clear her hostility to the Grand Ruler and the current regime...then many who loved her and remembered her fondly would take her part and flock to her side.

And all that I have worked for will be laid to ruins.

"Your Majesty, what would you have me do?" she murmured.

"I give you carte blanche in this matter, Colonel Glimmer," the Grand Ruler declared. "Hunt these malfunctioning weapons down by whatever means necessary and terminate them before they can disturb the tranquility of our imperial peace. In this matter you will report only to me, and any officer who hinders you will explain himself to us in person. Whatever resources you may require are at your disposal but be discreet. We must regain control of this situation and that means not making too much noise about it. Do you understand me, Colonel, you must keep a lid on this."

"I understand, Your Majesty," Starlight said. "It shall be done."

The Grand Ruler looked positively relieved. "It is good to know that I yet possess a servant both faithful and competent. Thank you, Colonel, your obedience is a great comfort to me."

"An honour to serve, Your Majesty," Starlight replied obsequiously. "Your Majesty...considering that one of the Sentinels possesses the power of the Uniforce, I was hoping that the Supreme-"

"No!" the Grand Ruler yelled. "Lighting is not equipped to deal with Twilight Sparkle as a threat. He is...you must leave him out of this, Colonel, and any who might speak to him. It goes without saying that this must also be kept from Captain Rainbow Dash until her death may be purposed by some other means."

"As Your Majesty commands," Starlight said. Oh well; I'll just have to manage without the uniforce then, won't I? I should have magic enough to make it work somehow.

"Do you have any idea where they are now?"

"I believe they must still be in New Canterlot, Majesty, they cannot have gone far. I am having surveillance videos checked now."

"Excellent," murmured the Grand Ruler. "Professor Brain."

Brain let out a little meeping sound. "Y-yes, Your Majesty?"

"From now on you will report to Colonel Starlight Glimmmer," the Grand Ruler declared. "An officer worthy of our trust."

Brain gave a wordless squawk of outrage.

"Do you have something to say, Professor?" the Grand Ruler demanded.

"N-no, Majesty."

"That is what I like to hear," replied the Grand Ruler, dryly. "Good day, both of you. And good hunting, Colonel."

The screen went black.

Good hunting indeed, Starlight thought. Me against six supersoldiers, one of whom is even stronger than Twilight Sparkle.

Thanks for the luck, Majesty, I might need it.

All the same, as difficult as this sounded, as difficult as it promised to be, she would do it. She would take them down, one at a time or altogether, no matter how long it took. She would bring them down, all of them.

She owed the people of this benighted world, the people she had sworn to free from the tyranny of gods and monarchs, nothing less.

Kill the new gods and then tear down the old. There, doesn't that make it sound simple?

What a life of challenges lie before a warrior for principle.

"Rex!" she snapped. "Assemble the entire company in the drill yard in ten minutes." She hesitated. "Actually, make that thirty minutes and get everyone in on leave or absent for any reason other than sickness. I want all hands on deck in heavy combat gear, understood?"

Sergeant Rex snapped to attention. "Yes, ma'am!"

"Professor Brain," Starlight yelled. "I want this project shut down and all records erased."

Brain's eyes widened in horror. "You...you can't do that, I-"

"I have complete authority from His Majesty in this matter," Starlight snarled. "And let me make one thing clear, Professor, I am not Twilight Sparkle. I am not going to turn my back on you and trust you to do the right thing. If you don't do exactly as I say then by the Grand Ruler himself I'll carve you up, do I make myself clear."

Brain's green eyes burded with a powerless hatred. "Perfectly, Colonel."

"I'm very glad we understand each other, Professor," Starlight said, with a smile. "Now get to your work, while I attend to mine."


Where you find gods, there too will you find mortals fearful of the wrath of heaven. Where there is a queen, there are also worker bees. Or ants, pick your personal preference in etymology.

Starlight had to say that she didn't really care for either of them. How could they be so docile, so obedient, so accepting of their lot? How could they be so small-minded, so lacking in vision and ambition that they could bow and scrape and serve without complaint one who cared nothing for them? Why were the pawns content to march forth and perish for the king and queen?

If there was one thing that she liked about Starfleet, admidst all of its numerous faults and flaws and issues, it was it's honesty: we are strong, stronger than you; and so, due to our superior strength, we rule you and you will obey our will or suffer in consequence. There was no dressing up, or precious little. There was some lip-service paid to harmony and the unity of United Equestria, but only a fool didn't realise which foot the boot was on. Celestia was queen, but her powerlessness was an open secret. Propaganda glorified the superiority of the space pony race. It was unjust, unethical, cruel, one might even call it monstrous...but it was honest about what it was. Space ponies ruled by force, and Grand Ruler ruled the space ponies because he was the strongest. There was no blathering fetishisation of 'destiny', no patronising pretence of equality to mask the sheer capricious arbitrariness that held the world tightly in its grasp, no talk of harmony to sugar over the bitter poison.

The truth, as Starlight had realised from the day that they took Sunburst away, was that a few were marked for greatness and the rest were chattel, and quality and the content of your character mattered not a jot compared to the power of the mark.

Compared with such a vicious lottery, the unabashed brutality of Starfleet took on a certain roguish charm. Despite the undeniable elements of racial pride that had crept out of the shadows and into the Starfleet credo, a philosophy of strength at least offered hope for honest advancement through hard work and effort. That was why someone like Starlight Glimmer could advance so much further than any other unicorn, even the celebrated Twilight Sparkle herself; not because she was smarter or stronger, although she was stronger and smarter than most, but because she was willing to work, to push herself to the limits of wit, strength and morality and even beyond. She didn't expect destiny to knock on her door and hand her precious gifts. Because she understood that if you wanted to stop being a pawn you had to haul your flank onwards, keep pushing on in spite of all obstacles, and stay alive long enough to reach the other end of the board; because no one was going to make you a queen out of love.

So she had worked, and sweated, and matched wits and risen higher and higher and now she fancied that she was as much respected as she was feared amongst the ranks of Starfleet. Well...perhaps not quite as much respected as she was feared, but respected somewhat and that was nothing to sneeze at.

Not, of course, that she wished for everyone to be like her. What she had in mind was something gentler by far: a republic of the pawns, as you might say, a hive of the workers and soldiers, owned by those hard-working denizens for their own benefit. A world free from gods and monarchs, free from the need to walk small around the feet of the colossi who bestrode the world, free from the need to avoid the casual boot that stomps the ant, the casual swatting by the wanton child.

A world free from doubt and fear and pain.

But now, before she could even begin to think of toppling the old gods, she would have to hunt down and eliminate the new.

And it frightened her. As she sat at her desk she could feel her hands trembling, she could them wobbling when she looked down.

No one else could see it. She had a private office, free of surveillance equipment, and no one could see the telltale signs of fear in Colonel Starlight Glimmer, mistress of the secret police. They could not see the shaking hands, nor the slight shortness of breath.

She was afraid. She was afraid because she was about to go out and fight against one of the most powerful unicorns that ever lived, a copy of a member of a race of superbeings, and a coterie of space ponies literally engineered to be better than the best. She was afraid because this would be a space pony battle, a Starfleet battle, a battle of strength and speed and endurance where her dark arts would avail her less than nothing (though she had some hope her quick wits might be of some use yet). She was afraid because, for all her gifts, she was just a unicorn; yet she was about fight the gods.

Starlight clenched her hands into fists. This would not be a fair fight, not by any means or measure...but she would fight it, nevertheless. For the sake of the world.

All the same...she was afraid.

A shiver ran down her spine, the sort of feeling her mother might have referred to as someone walking over her grave. Starlight wasn't given to superstition, but the chill feeling seemed to inspire some impulse in her as she typed in a string of numbers into the videophone and called home.

The screen remained pitch black even as Starlight could hear the sound of a dial tone. There was a beeping sound microseconds before the image of Trixie, with her head wrapped in a towel, appeared on the screen.

"He-Starlight?"

"Hey," Starlight said, and a smile spread across her face as she took in every detail of her great and powerful love: her colour, her eyes, the shape of her face. "No need to sound so surprised."

"Why not, you never call Trixie from work," Trixie replied with just a hint of asperity in her voice. "Do you want something?"

"No," Starlight lied. I want reassurance. I want you tell me that I'm going to be okay. I want to ditch this mission and come home to you. I want... "I just wanted to see you, that's all. I'm glad I caught you while you were in."

"Trixie was just getting a few things together for rehearsals," Trixie said. "Have you seen the diamond clasp for Trixie's cape, it's not in the jewellery box."

"Try under the sofa cushions."

"Ah, good idea," Trixie said. "Are you going to be home for dinner?"

"Probably not, don't wait for me," Starlight said. She leaned forward, so that her horn was nearly touching the phone screen. "Listen, Trixie, I...no matter what happens, I want you to know that I love you, okay."

Trixie's eyes narrowed. "Okay, what's really going on?"

"Nothing?"

"Then why are you acting so weird?"

"Because..." Starlight chuckled. "Because things are tough at work right now, and so I want to thank you, for reminding me of why I bother. But now...I've got to go, something's come up. I'll see you later, even if I can't exactly how late."

"Trixie'll wait up for you."

"You don't have to do that."

"Yes, I do," Trixie said. "Because I love you."

Starlight closed her eyes for a moment. Please let me come back from this. Please let me come back to her. "I love you too." She turned off the videophone.

Then, as she rose from her desk, she carefully mastered and eliminated all traces of emotion from her body. She put aside the mare Starlight and became once more the ruthless, fearsome colonel of Starfleet Intelligence whose stare could break a seasoned officer.

Thus masked and armoured she left her office behind and ventured forth to fight the gods.


The ‘drill yard’ so called, was actually a fully enclosed space, free from prying eyes. Useful, since the ponies whom Starlight had mustered on this so-called yard were not really supposed to exist. Certainly they weren’t supposed to be seen too often.

If Intelligence was a branch of Starfleet shrouded in shadow, then the Special Branch were a shadow wreathed in smoke. Technically, if Intelligence wanted somebody taken under arrest then they were supposed to second the regular military for the purpose. But that took time, and patience, and little things like evidence of wrong-doing worthy of arrest that weren’t always available to a diligent and faithful officer of intelligence. In those situations, when you needed someone’s door breaking down in the middle of the night to drag them off to an uncertain fate, you called in the Special Branch.

And they belonged to Starlight. Sixty-three ponies, burly stallions and fast mares, all mustered in neatly trimmed ranks in the drill yard before her watchful eye. Their armour was entirely black, heavy and protective. Their faces were, with the exception of Sergeant Rex, hidden behind black helmets with black visors that emitted no light, and gave no sign that there was a living soul at all to be found behind them. Their weapons were varied, but every mare or stallion here was skilled in the use of all their powers.

Aside from Starlight herself, the clear majority were space ponies. There were a couple of particularly mean and vicious pegasi who, in their zeal, could keep up with the unicornicopians, but only a few. It took a special kind of person to make it in the Special Branch, and mostly only space ponies had what it took.

They were thugs, without a doubt, but they were her thugs, they belonged to her; and Starlight flattered herself that she was putting their base and monstrous instincts to good use, in the service of a good cause…the best cause.

She would not call them her power base; that rested on her web of information, eyes and ears scattered here and there…but it did her no harm to have an iron fist at her disposal too, for when circumstances demanded it.

As they did now. Without them, she would have had to call in favours from the officers of the garrison, and that would have been time consuming and, more importantly, it would have increased the risk of all this getting out. His Majesty was keen to avoid that and, for the moment, what the Grand Ruler wanted Starlight Glimmer wanted too.

That would not always be so, without a doubt, but it was so for now…until this crisis was passed.

“Officer on the deck, ten-hut!” Sergeant Rex yelled, and the interior yard resounded to the echoing sound of sixty three pairs of feet slamming to the ground as one.

“Thank you,” Starlight said crisply, her voice carrying clear across the ranks. “At ease, everyone.” She waited for the sound of feet stamping to die down before she took out her pad and pressed a couple of buttons. “I’m sending data on our targets to your heads-up displays. They are all deserters from a black-book unit of the Starfleet, that’s why so much information – including their names – is scarce. But you have their faces, and all you need to know is that they are extremely dangerous and they are not to be taken alive. Weapons to kill at all times.
Two further points. First, His Majesty wants this kept as quiet as possible, so that means be discrete if you can. Second, you may notice that one of the six targets bears a striking resemblance to Princess Twilight Sparkle. Suffice to say that she is not Twilight Sparkle, but she is highly skilled in magic and should not be underestimated. None of these dangerous deserters should be underestimated. No heroics. Work together, get the job done. I’ve assigned search grids based on squads, those have also been transferred to your heads-up display. Any questions?”

No one said a word.

Starlight nodded. “Then activate your super-mode if you’ve got one, set your weapons to kill, and move out!”


She sat on the edge of a thick, heavy construction girder, with her legs dangling above the enormous drop to the street below. Her eyes looked out across the enormous, bustling metropolis...but she saw nothing.

She was not looking at the city of New Canterlot. She was not looking at the streets thronged with people down below. She was not looking at the skyrscrapers erupting out of the ground, or the solar arrays, or the fortified walls. She was not looking at any of it. Her eyes were wholly turned inwards upon herself.

You're not Twilight.

Twilight's dead, and she's never coming back.

YOU'RE NOT TWILIGHT!

But...if I'm not Twilight Sparkle...then who am I? If I'm not supposed to have her life...then what am I doing here?

What was the point of my choice...what was the point of any of it.

I took her hand...but she...was it just a cruel trick all along?

She felt the slight vibrations on the girder that indicated someone else was putting their weight upon it, and she was able to turn her gaze away from her own soul long enough to see Two striding across the metal beam towards her. He showed no fear of the immense height, not that he should have done on account of their shared ability to fly, but he did not even put his wings out to balance himself as she had done. Instead he walked with all the confidence of a tightrope walker, and all the grace of some prowling cat.

Two loomed over her, casting a shadow over her face, his arms folded across his chest.

"I suppose you think I'm weak, now," she said softly.

Two shook his head, and she noticed that there was no disapproval in his eyes, only...only something that she took for pity. "If I thought that you were weak I wouldn't waste my time coming out here. I'd send Bravo out to tell you to get it together. But I don't think you're weak. I think you're hurting."

"We're not supposed to feel pain," she said.

"We aren't supposed to be able to flip Starfleet the bird and walk out on them," Two pointed out. "But we did it."

"Yeah, yeah we did, didn't we," she murmured. For all the good it did us.

Two frowned, if only ever so slightly. "Would it make you feel any better if me and Delta went back there and kicked her flank for talking to you like that?"

She stared up at him, unable to work out if he was serious or not.

It was only when his mouth curved gently upwards that she could say for sure.

"That's a kind offer," she said. "But I think I'll pass."

"Suit yourself," Two said as he sat down beside her. "So what are we looking at here?"

"The world," she said. "The city. The people."

"People," Two murmured. "From up here they kinda look more like ants."

"I envy them," she whispered.

"Envy?" Two's tone was incredulous. "Why would you envy them?"

"Because all those people down there...they know exactly who they are."

She felt his hand upon her shoulder before she heard him speak. "I know who you are," he said tenderly. "You're one of us."

She closed her eyes, and bowed her head. "But what does that mean now, after what we did? What are we, that I am part of it?"

"I don't know," Two admitted. "But you were the one who said that we'd figure it out. So figure it out, together, the six of us."

"It was supposed to be different for me."

"Because you've got Twilight Sparkle's memories rattling around in your head?" Two asked. "Listen...I can't imagine what that must be like, but just because you remember Twilight Sparkle doesn't mean that you have to be Twilight Sparkle."

"I don't just have Twilight's memories," she said. "I have her face, I have her gifts, I have her...I am her, or at least I thought I was. But Sunset-"

"If this is really what you want, then screw Sunset Shimmer," Two declared. "From what you've said, she wasn't even one of your best friends anyway! Three, or Twilight or whatever you want me to call you...if this is what you want then I am with you. We're all with you, all the way. If this is what you want, if it's really what you want...then...then...then why don't we try another one of your friends. One of your real friends. Someone we might have better luck with. Charlie's been doing some digging and he says he knows where Fluttershy is."

"Fluttershy," she murmured. Yes, Fluttershy might...no Fluttershy would. Fluttershy was gentle and kind, she did not have Sunset's temper, her wrath, her propensity for blind rage. Fluttershy would...Fluttershy would embrace her. Or at least, she hoped that Fluttershy would.

She glanced at Two. "Where is she?"

"In an apartment in a building a few streets away," Two said.

"Okay," she said. "I'll be-"

"Oh no," Two said as he rose to his feet. "Oh no, not after what happened last time. This time, we're all going together."


Fluttershy was chopping vegetables.

That, at least, was what it might look like to an untutored observer: a housewife, well presented despite the lack of any company (apart from the unseen and voyeuristic observer who, unable to percieve beneath the surface, imagines that her mind is wholly bent on chores), dressed in an airy floral summer dress and wearing a twin set and pearls, standing in her kitchen, chopping vegetables. Carrots, to be precise.

But if this hypothetical peeper could have seen what was unseen, if he could have percieved beneath the surface of the matter he would have realised that Fluutershy had almost nothing to do with the rote, mechanical movements of the knife, or the replacement of one carrot with another when the last was done. It happened upon instinct, nearly as natural as breathing. Such was the rhythm that her life had become.

Her mind had set this task in motion but now, having done so, it was entirely elsewhere. It soared through the air by the side of Rainbow Dash, it nearly choke upon a cupcake as her snack was interrupted by an uproarious jest from the lips of Pinkie Pie, it whirled in one of Rarity's splendid creations, it quarreled good-naturedly with Applejack over the fate of some creature or other dwelling within the boundaries of Sweet Apple Acres.

Her mind spent time with all her parted friends, singly and together...and with sweet Twilight, whose parting was the deepest cut of all.

These flights - some more literally metaphorical than others - of fancy brought a smile to her face as she was carried away from her drudge work, out of the apartment, out of the city. They carried her to Ponyville New and Old, to the Everfree Forest, to her little cottage and the host of animals who inhabited the land around it.

One consequence of such dayfreaming was that when she was startled by a sudden knock at the door she nearly cut her own fingers off. Fortunately her reflexes were siufficiently good to avoid that, and she put the knife down as turned to face the direction of the intruding noise.

Who could it possibly be? Rhymey would have no need to knock unless he had lost his key, in which case he would call out to her. It was the wrong time and day for the groceries to be delivered. Could it be Rainbow Dash, then? It was the only explanation that Fluttershy could imagine, though why she wouldn't announce herself remained something of a mystery. Still, no matter who it was, it would be rude to keep them standing outside the door without an answer.
Fluutershy glided gracefully out of the kitchen and across the kitchen. She opened the door and there, standing outside, standing at her door with her hands clasped before her and a shy smile on her face there stood...

"Twilight?" Fluttershy whispered in a voice that was being ripped in two between astonishment and doubt: astonishment at what she saw and doubt that it could possibly be real.

"Hey, Fluttershy," Twilight said. "I...I'm back."

Fluttershy stared at her. No, more than that she boggled at her. Hr eyes popped with amazement, her breath caught in her throat. This was...this was so...this was too much, it was too...it was so...

It was enough to make her faint. Fluttershy blacked out as keeled over backwards, and didn't feel herself strike the floor with a dull thump.


"That went well," Bravo observed as the other Sentinels clustered behind her, looking down on the comatose Fluttershy lying like a stunned rabbit on the floor.

She knelt down at Fluttershy's side at once. Please be okay, please be okay. She felt at Fluttershy's throat and breathed a sigh of relief as she felt a pulse there. Somebody fetch a glass of water, while I put her to bed," she said, as picked the unconscious Fluttershy up in her arms like a bride and began to carry her in the direction of the bedroom.

"I'll do it," Delta said. "Hey, Threelight?"

She decided not to make an issues out of 'Threelight', beyond raising an eyebrow, mostly because she wasn't sure what she ought to call herself right now: Sunset had frevently denied her right to the name of Twilight, and Fluttershy had not yet affirmed her right counter to that. She had come here looking for acceptance, and she wouldn't find it until Fluttershy woke up. "What?"

"Where does she keep the glasses?"

She sighed. "I don't know where she keeps the glasses, look in the kitchen!"

"Shut the door," Two commanded Alpha, as the other Sentinels shuffled in after her. "We don't want anyone to see us if we can avoid it."


"Colonel Glimmer, I think we've spotted them."

"Where?" Starlight demanded into her comlink.

"In...Major Stirskewer's apartment in the Apis block on 42nd."

Fluttershy? Is Twilight's clone trying to seek out Twilight's friends? To what purpose? "Are they all there?"

"Yes, Colonel."

"And are they alone?"

"No, ma'am, Executive Captain Fluutershy is with them."

"Hurt?"

"Unknown, looks like she might be unconscious."

"Prep medical teams to roll as soon as I give the all-clear, and keep me apprised of any changes," Starlight snapped. "And do not tell Major Stirskewer anything, understood?"

"Yes, Colonel."

Starlight nodded, half forgetting that she couldn't be seen on the comm. She began to run, and heard the soldiers behind her do the same. "All units converge on the Apis apartment building on forty-second street, repeat Apis building on forty-second street."


As she laid Fluttershy out upon the butter-yellow duvet cover on the double bed, Threelight - yes, it was a stupid name, but life had not yet definitively handed her a better one, and it least it had more character and individuality than Sentinel Three - wondered for the first time just what Fluttershy was doing here. What had happened to her cottage in New Ponyville, what had happened to the critters? Did it have something to do with the fact that Pinkie was AWOL? Had something terrible happened to Twilight's friends while she...since Twilight's death? Something that she, possessed only of Twilight Sparkle's living memories, was ignorant of?

Twilight's friends, not yours. According to Sunset Shimmer, anyway. Pinkie had seemed to see it differently, but...well, it was Pinkie, she saw many things differently. What would Fluttershy say when she woke up? Would she take Pinkie's part, or that of Sunset? Would she welcome Twilight back into her arms, her heart, her life? Or would she call her an imposter, a liar, or worse.

Surely Fluttershy couldn't be so cruel? Not cruel, no. But kindness was not the same as milksop doormattery, for all that Starfleet sometimes confused the two, and Threelight knew would get scant kindness out of Fluttershy of which she was not deserving. How Fluttershy reacted to her, not to her return, rather her presence, would Threelight how she deserved to be treated, and who deserved to be.

She heard Two lean against the doorframe. "Worried?"

"Yes," she murmured.

"Seeing her like this," Two muttered. "How does it make you feel?"

"What do you mean?"

"I'm asking you if you care about her, or if you just someone to tell you who you are so you don't have to do the hard work of figuring it for yourself," Two said.

Threelight's response was forestalled by the sound of an almighty crash coming from the kitchen, followed by Alpha's voice raised in aggravation.

"WHY WOULD ANYONE KEEP GLASSES IN THERE, YOU MORON?"

"I don't know, I was bred for battle not domesticity!" Delta cried in tones outraged innocence.

"So was I, but I know better than to look for a glass in a refrigerator!"

Two chuckled. "You might be lucky enough to become Princess Twilight...but the rest of us have got a long road ahead."

There was another crash, a bang and two more wallops before Alpha wandered into the bedroom with a glass of water.

"Does Fluttershy still have a kitchen left?" asked Threelight.

"Yes," said Alpha, slightly defensively. "She just needs a new fridge...and some new china...and maybe it's time for some new cupboards, too. You know those unit doors are really fragile, you have to be so careful how hard you-"

"It's okay," Threelight said quickly. "Thank you for the water." She took the glass from Alpha's unprotesting hands and poured it over Fluttershy's face and on the white pillow that cushioned he head.

Fluttershy gasped as she sat up, with water dripping from the ends of her lilac hair. She wiped her eyes as she looked around the Cosy bedroom: at Alpha, at Two, and then finally at her, with eyes that were wide but not -yet - hostile.

It was a promising start.

"Wh-" Fluttershy began to stammer. "What-"

She fell silent at the unmistakable sound of the door opening.

"Yoohoo! My darling Fluttershy,
I'm home, where are you sweetie-pie?"


William 'Rhymey' Stirskewer III stood in the hallway of his own home and tried to conceal his astonishment behind that proud hauteur that was one of the by-products of being possessed of a most excellent breeding and a lineage that could be traced all the way back to the First Companions of the Grand Ruler. He put on the cold face, regarding these intruders in his small demesne much as a great landowner like his father would regard a poacher caught stealing.

Beneath the mask his spirit was awhirl. Coming home early to surprise darling Fluttershy, he had himself been surprised - that was an understatement - by the presence of these armed vagabonds. What had they done with Fluttershy? What had they done to her? The thoughtbof his beloved wife, so mild and gentle, so weak and helpless, might have broken or paralysed a lesser stallion. But Rhymey, scion of a proud and ancient line, was merely hardened by it. If he had seen the last of Fluttershy's sweet smile then by the gods he'd carve the name of Fluttershy into their skin before they died.

Unconscious, unbidden, one of Rhymey's hand strayed to the hilt of his sword. "Who are you all, who have here come,
And what are you doing in my home?
And tell me straight, if you value life,
Oh where, I ask you, is my wife?"

"Rhymey, please calm down," the voice that spoke those words was familiar, as familiar as the face and form and figure which appeared in the doorway. All belonged to a dead mare, whom Rhymey had seen laid lifeless down upon the pyre and burned to ashes.

Twilight's ghost, gods, could it be?
Why has she appeared thus, here, to me?
No, 'tis no ghost nor spirit damned,
See how she grasps the wood by the hand.
A demon then, wearing Twilight's face,
It's existence I must swiftly erase.

Rhymey's face contorted with anger. "You stole a face, for some nefarious goal,
But you'll end here: the fires take your soul!
Drill quill!"

He barely needed to think, he only needed to act. He was a warrior, a knight descended from a line of knights and heroes. He was a champion of truth, and sworn to vanquish dark and falsehood wherever it crept out of the dark and shadows. And here, it sought to trouble him here, in his own home, where his wife dwelled. He would se this monster or be himself interred. His mouth opened and a hode of razor sharp quills erupted from his maw to soar like the onward rushing of a mighty river in the grip straight for the demon which possessed the gall to wear the face of Twilight.

Her horn glowed with lavender light, throwing up a shield before her on which his drill quills broke like raindrops on a window. Smoke began to fill the room as quill after quill exploded on the shield of this un-Twilight creature. Rhymey heard someone start to cough as the smoke grew so thick as to obscure all vision, but by then he was already moving. He drew his sword, charging forward towards the place where she had been. A wordless cry echoed from his lips as he prepared to utter the ward sword incantation that would give his noble blade the power to shatter the demonic shield like glass and feast the steel upon her wicked flesh.

Rhymey turned upon a fighter's instinct just as a great black brute with burning red eyes charged out of the smoke with an axe in each hand, swinging both of them in such a way as to cut Rhymey clean in two if they connected. Rhymey retreated from the first blow even as he parried the second, stepping backwards into the smoke as the axe-wielding giant pursued him.

He saw what they were now, he understood. They were cultists. They had called upon and it, assuming Twilight Sparkle's form, had suborned them to her foul purposes. If he could slay the demon then the rest might come to their senses...if he could first get past this ogre to assail the true heart of all this evil.

That was difficult, because his black-coated opponent was skilled indeed. Rhymey was an excellent sword-stallion, and the axe was the weapon of a barbarian not a knight, but this demented savage pressed him hard for all that he could not strike Rhymey down in turn. Sword and axe clattered against each other as rhe sounds of their echoed through yhe smoke. Those who bore the sword and axe jostled together, pushed against one another, swirled around in a graceful, deadly dance as they probed and assaulted and sought to wear down the iron-hard defences of their foe. Rhymey's skill left him invulnerable to the axes of the black pony, but equally his sword could find no purchase to pin a red badge on to his foeman's coat.

He had to beat him, Rhymey thought as he swung once more and once more was met by a guard as stolin as the stone. He had to beat the pawn and take on the demonic un-Twilight. Only then would the city be safe. Only then would he have done his duty, and avenged his one true love in all the dimensional universe.

He heard something: a shifting, rustling noise. And then...as the smoke began to clear he saw, like a building surrounded by flamr, his Fluttershy.

She looked afraid. For some reason her hair and face were soaking but she was alive, and she looked well and more than well: as beautiful as the day when he set eyes on her and knew himself to be in love, as lovely as the day of-

An axe, uncontested, buried it's dull metal blade into his collar. Fulttershy screamed, the monster wearing Twilight's face shouted something indistinct and incoherent as Rhymey heard a scream of pain and knew it was his own.

"Oh, woe is me, my foe o'er me has won," he gasped as he sank to is trembling knees. His legs no longer felt capable of bearing his weight.
"Oh woe is me, I fear I am undone."

He could feel the warm blood flowing down his front. He could see a red mist gathe ing before his. That was becoming the most that he could see as the darkness crept into the corners of his eyes.

He he heard a scuffling noise before a face, a beautiful face, filled up the vision that remained to him. His wife, the maid predestined to be his bride, the companion of his soul, the delight of his life. So much he wanted to tell her, so much he no longer had time to say. He wanted to apologise if he had ever made her unhappy or been cruel to her. It had not, had never been his intent. He wanted to explain to her that he had loved her the best way he knew how, that he had only wanted to keep her safe, that he...that he.

No time for any of that. Only time for...

He raised one hand, one bloody hand, and cupped her cheek with it one last time. So soft. So warm. So gentle.

"Doubt that the stars are fire," he whispered. "Doubt that the sun doth move.
Think truth to be a liar but never...doubt...I love."

"Rhymey," she whispered.

There was so much he wanted to say. So much he had never thought to say; but as breathing became...harder...and harder...he did not...he couldn't...

So passed William Stirskewer III, known to the world as Rhymey.


As the smoke cleared, she watched a Fluttershy knelt by the corpse of her husband. Fluttershy did not weep, nor cry ot. She did not do anything. She just jnelt by him, and stared at the lifeless body.

Rhymey looked...unnatural. Too still, like a puppet or a discarded toy, and his eyes, his expression...they made her shiver.
Did I look like this, when I...did Twilight look like that she was dead?

She feared to approach Fluttershy, but she knew that she would have to. Because she had done this. She had been the cause of this. It was no good blaming Delta, he had just been trying to protect her. She had these things in motion when she ventured to this house.

And now she had to answer for that.

"Fluttershy?" she murmured. "F-Fluttershy?"

She placed a tentative hand on Fluttershy's shoulder. The other mare recoiled, and as she did so there was a look of fear and horror in her eyes that cut to the quick.

All the more so for being so completely deserved.

I did this. I brought evil into her home and I had the gall to call myself her friend while I did it. Would Twilight have ever done such a thing?

I think not.

I fear not.

She stumbled backwards. "W-we're leaving. Right now."

"Three-" Two began.

"I said we're leaving!" she snapped. "It was a mistake to ever come here."

I'm so sorry, Fluttershy, I'm so sorry.

Author's Note:

Since I knew for a fairly long time that Rhymey was going to die at this point, I wish I'd done more with him earlier, to be honest. I wish that I'd humanised him more, shown more of his own self rather than just using as a bad guy to make you feel sorry for Fluttershy. I was going to make a last ditch effort to do that here with flashbacks, but none of the ideas I had really worked out. Still, at least he got to die in his own POV.

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