//------------------------------//
// Part IV - Chapter 17: A Change of Heart 
// Story: Return of the Mare 
// by Victoria 
//------------------------------//


Chapter 17: A Change of Heart


  3 days ago.

Tenebris, Shade and Bright stood outside of the Tartarus gate, observing the field. The remaining soldiers were helping the wounded. A smile touched the dark mare’s lips — she was enjoying the sweet, fresh air of the wild forest.

The air of freedom.

Despite being locked up for a thousand years, her magical prowess remained unrivaled. Even the prodigy of this age, Twilight Sparkle – the Element of Magic and Celestia’s personal student – couldn’t stop her. She and her friends tried their best to accomplish that, but failed miserably. Now they had been thrown into Tenebris’ own cell in Tartarus.

“What do you plan to do with the Princess?” Shade inquired.

Tenebris turned her attention at her savior; her smile slowly disappearing. She may have tolerated the pony’s informality while her freedom depended on his actions, but no more. Even though Shade was her descendant, he was a mere earth pony and no earth pony was worthy enough to talk with her like that. 

“I am your Queen, Nightfall Shade, and you will show me the proper respect,” she reprimanded the stallion. “As for Princess Twilight…She and her friends will remain in Tartarus for the time being. They may be useful in the future.”

“I’m sorry, my Queen,” Shade bowed his head. “But one of her friends has managed to escape.”

Tenebris nodded. “I know that. The unicorn who saved her was most impressive,” she glanced at Bright, who had been silent so far, “Even stronger than you, that mare…”

Bright shifted uncomfortably — he didn’t appreciate this jab at his abilities, even if what she said was true. If not for Tenebris’ help, that mare, Starlight, would have beaten him. He refrained from making any comments, however.

“You mentioned that Twilight has her own castle in the nearest town?” Tenebris asked, looking at Shade for confirmation. After he nodded, she continued, “Good. We will seize that castle and wait for those runaways there.”

Shade raised his eyebrows.

“But why wait, my Queen?” he asked. “We can go to Canterlot immediately. The element of surprise is on our side.”

“I will not go to Canterlot on hoof, Nightfall,” Tenebris said coldly. “Despite being in Tartarus, I’ve heard a lot about Equestria and its progress. I know that there are trains, which can transport you over large distances with speeds faster than a pegasus flight.”

Shade wasn’t sure what to think. On the one hoof, they’d definitely get to Canterlot faster by train, but on the other, such an action could hardly be considered sneaky. Their enemies would learn about their advance beforehoof and send their ponies to deal with them, which would interfere with his plan, built on acting in the shadows.

“It would be wise to hide ourselves for a little longer, my Queen,” Shade said in the end.

Tenebris shook her head with a snort. “There are no more reasons to hide, Nightfall. Send your servants a signal to attack everywhere, save for Canterlot. This city I want to deal with personally.”

It wouldn’t be wise to oppose Tenebris, so Shade had to accept her course of action. After all, she was the boss now. He beckoned for a messenger and gave him the necessary orders. As the pegasus was about to take off, Tenebris addressed him personally.

“Bring a train to Ponyville for me, servant,” said Tenebris. “I will be waiting here.”

The pegasus scratched his head in confusion, but he was too scared to ask for clarification. What did she mean — bring a train? Was he supposed to capture one? It was a bold open move — hijacking a train. He wasn’t sure his boss, the Spider, would approve. He flickered his eyes to him, standing to the side, but he remained silent.

“Your Majesty, there is no need to capture the train,” Bright explained instead. “They come and go on a regular schedule. If you want to use the train, we can simply wait for one.”—

Tenebris frowned. “I admit, my knowledge of the modern world is limited to what the Keeper told me. I will trust you on that matter, Morning Bright. “You—,” she looked at the awaiting messenger, “—go now.”

“Uh, should I hijack the train or not?” the pegasus forced out the question.

Tenebris’ white glowing eyes bored directly into his soul and he gulped.

“No, you idiot!” Shade roared at him. “Go and do your job.”

The pegasus finally brought himself together and flew up into the sky. Tenebris watched the pegasus until he disappeared among the clouds, and then switched her attention to Shade.

“You should train your servants better,” she commented, causing the Doctor to grit his teeth. “Now prepare yourself. I will teleport us to the edge of this forest.”

The Doctor nodded, showing no surprise. Teleportation over long distances was near impossible — the further you went, the more energy you needed for the spell. At least, that’s what Bright had explained to him once; Shade himself obviously had no practical knowledge, being an earth pony and all. 

But if somepony had proved to have mana in abundance, it was Tenebris.

He gathered his soldiers in the next few minutes. Only six out of a dozen of them, including the departed messenger, had survived the fight, and half of them were wounded in some manner. However, Bright fixed up most of their small wounds, so everypony was ready to fight. 

If Shade was being honest with himself, his party had won only thanks to their advanced armor and Tenebris’ help. He didn’t like the implications it had on the greater scheme of things. On the other hoof, the Guards had taken them by surprise; he would pay them back with the same coin soon.

As the party gathered around Tenebris, she lit up her horn and closed her eyes, concentrating on the task at hoof. The next moment, the whole group disappeared in a white flash and, after a second of disorientation, Shade found himself standing on a green pasture a few hundred feet from the forest’s border. A thin layer of frost was covering the grass under his hooves — the aftermath of Tenebris’ magic.

Tenebris shuddered slightly and Shade wondered if the Queen had overextended herself after all, but she quickly took her body under control. Her eyes narrowed when she noticed him watching, but he didn’t turn away. He could look at his Queen as much as he wanted — he deserved that right.

The teleportation saved them a few hours of walking through the dangerous forest, though Shade doubted that anything in it could actually hurt Tenebris. Even alone, she could blow up a whole pack of timberwolves to smithereens.


***


Ponyville wasn’t very far from here. 

They found the road to the town with no trouble. Tenebris led the procession as they entered the small town; she barely gave its inhabitants a passing glance. Most of the ponies seemed to understand that something wasn’t right and kept out of her way. Not all of them were that smart though — a couple of ponies in police caps were blocking Tenebris’ way.

“Hold it right there,” the police pony ordered.

Shade sighed. What were these two idiots thinking? They had no chance against the whole party, even if Tenebris wasn’t with them. He wondered how Tenebris would deal with those fools. 

The Queen stopped some distance from the policeponies and the rest followed her example. She burrowed her eyes into the two ponies, who shook under her gaze, but remained standing.

“Who are you—” the officer began, but Tenebris interrupted him rather rudely by throwing him and his partner against the wall with such a force that tiny cracks appeared around the point of impact.

“How dare you stand in the way of your new Queen, pony?”

The pony didn’t answer; his eyes wide open from shock and pain. After a few seconds of silence, Tenebris released him and both of the officers dropped to the ground. They quickly scrambled away, abandoning their dropped caps and batons. Tenebris didn’t stop them.

“Were those the local wardens?” she asked Shade.

He nodded. “You could say that, my Queen. They’re the Police Force.”

Tenebris appeared satisfied with his answer. She turned her gaze towards a thin crowd of ponies, who were dumb enough to stay and gape at her from afar, and grabbed a random one in her magic. The others finally understood the danger they were in and scattered with panicked screams.

The unlucky mare was levitated in front of Tenebris. She wailed in absolute terror, twitching and trying to escape the magic embrace, but to no avail. She was a simple earth pony, so she couldn’t even use magic; not that it would help… An annoyed grimace flickered on Tenebris’ face.

“Silence, pony,” she cast some spell and the mare’s mouth literally froze, cutting most of the sounds from her. “Show me where the barracks of your Police are,” she ordered the poor mare, putting her back on the ground.

The pony didn’t even try to run, realizing the futility of such an action. She whimpered quietly and, on trembling legs, led Tenebris and the group to the Ponyville PD. Soon, the building of the Police Station was in sight and the mare pointed at it from afar.

“T-that’s it,” she squeaked.

With a regal wave of hoof, Tenebris dismissed the mare. The pony hurried to hide herself from view. Shade had some guesses as to what Tenebris was about to do, but the result exceeded even his wildest expectations. She powered up her horn and shot a crushing wave of magic at the wooden building. It held against it for a few seconds and then crumbled like a house of cards, with pieces of debris flying in every direction.

Their group was covered by Tenebris’ shield, of course, but some pony who was just passing by got a shard stuck in his foreleg. Tenebris watched as he ran away screaming in pain, completely unconcerned. Shade even noticed a tiny smile flickering on her face… Was she enjoying the chaos that she was causing?

Shade had served her faithfully for all those years not only because she was his ancestor, but because he believed she would be a better ruler than Celestia. Equestria was stagnating under her thousand-year-old reign and even Princess Luna’s return and Twilight Sparkle’s ascension didn’t bring any much needed improvements. A strong and decisive Queen like Tenebris was exactly what Equestria needed.

At least that’s what Shade used to think.

He pushed the doubts out of his mind with a force of will. Tenebris was just excited to be able to use her power after being locked up for so long. That was it. She would come to her senses soon enough and be the responsible ruler he expected her to be.

While he was thinking about that, Tenebris, having made sure that nopony was trying to approach the burning ruins of PPD, turned around and went in the castle’s direction. At least no guide was needed for that, as the crystal castle could be seen from any part of Ponyville, being taller than anything ever built here.

They were about halfway there when Tenebris looked at Shade and ordered, “Gather up everypony in this village. I wish to address my new subjects.”

Shade redirected her order to one of his soldiers and they left to execute the orders. Only Shade and Bright remained by the Queen’s side.

They approached the castle and Shade looked at it with some real interest. The scientist in him rejoiced at seeing such a wonder — the whole structure was made out of unique crystal. Not made, he corrected himself, but grown. The magic behind it must have been extraordinary.

Even Tenebris looked upon the castle with an aura of admiration. She briefly considered making it her residence as the new Queen, but dismissed that idea — the location didn’t suit her. As great as the Crystal Castle was, the town around it was pitiful.

The door to the castle wasn’t locked and the trio of ponies went inside together. Tenebris stopped at the doorway and her eyes flashed in an even brighter white than they usually did for a brief moment, as she looked around.

“There are two creatures in this castle,” she announced. “None of them are ponies.”

“Princess Twilight has a baby-dragon assistant, my Queen,” explained Shade.

Tenebris swiveled her ears and turned her full attention to him. “A real dragon? How did she manage to acquire such a ferocious beast?”

Shake shrugged. He had never bothered to learn the details of that. To his surprise, Bright answered instead. “Twilight got him as an egg at her entrance exam at Celestia’s School for Gifted Unicorns. But he is not as ferocious as the rest of his kind.”

“Most curious…” Tenebris mumbled thoughtfully. “We shall capture the creature unharmed. I’ve always wanted to experiment on a real dragon.”

The Doctor hid his frown that threatened to appear on his face. In the old times, Tenebris had been known for her extensive collection of exotic creatures, and not all of them were just mindless beasts. Experimenting on sentient creatures wasn’t something that Shade was happy about, but at least Tenebris would never experiment on ponies — she put their lives first.

The mare walked the corridors in an assured stride, like she knew where she was going. Even though she’d never been in the castle before, the walls didn’t obscure her vision if she chose so. She could see right through them, knowing exactly where the dragon and the other creature were.

Tenebris stopped in front of the right door and blasted it apart, catching both of the creatures completely by surprise.

“What?!” the dragon yelled in confusion.

While the little dragon stared at Tenebris with his big, reptile eyes, his companion, who seemed to be a simple pegasus wearing the Guard’s armor, sprung to action. He flew up under the ceiling, grabbing his spear and dove at them in a mad charge. The pegasus was yanked in midair by Tenebris’ magic and slammed against the floor. His spear was pulled out of his grip and easily broken in half.

“What are you, creature?” Tenebris asked him with genuine curiosity.

Shade threw a confused look at her. Had she forgotten who the pegasi were? That seemed a little far-fetched, but Shade couldn’t explain her weird question otherwise. The Doctor’s confusion was cleared the next moment after Tenebris destroyed the illusion. Turns out it wasn’t a pegasus at all.

It was a changeling.

Spike jumped back, staring at his companion. It was clear he’d had no idea about his true nature before that moment. The changeling’s emotions were a little harder to distinguish, but he looked distressed, with his fork tongue sticking in and out. And who wouldn’t be nervous when faced with Tenebris?

“I will ask again, what are you?”

“It’s a changeling, my Queen,” Shade said, examining the creature. “I told you about their failed attempt to take Canterlot a few years back. This one is most likely a spy.”

“I’m not a spy,” the spy retorted. “I’m a Royal Guard.”

“I don’t recall any changelings being in the Royal Guard,” Shade said, arching his eyebrow.

“It doesn’t matter who you work for, changeling,” Tenebris said, waving her hoof. “I want to know more about your abilities. Is this ability to disguise yourself your race’s natural talent?”

The changeling nodded.

Tenebris promptly spent a few minutes interrogating him, but didn’t learn much. The changeling was reluctant to speak about his own kind, but he was willing to share information about his work as a Royal Guard. Tenebris wasn’t interested, so she ordered Morning Bright to lock him up somewhere for now. 

Then she switched her focus to the dragon Spike. He took a step back and stumbled from receiving such attention from her glowing eyes. His questioning lasted even less. The small dragon refused to talk at all, grumbling some insults instead. He ignored Tenebris’ attempts to scare him and was immune to her freezing magic, easily melting the ice with his dragon fire. 

Shade couldn’t help but be impressed at the little beast. Tenebris, however, was less than amused. Thankfully for Spike, before she could use a more radical spell on him, she was distracted by a returned soldier.

The crowd was waiting for her in the square.

***

Shade wasn’t sure what to think of the speech the Queen gave. She tried to put some fear in the hearts of Ponyville’s inhabitants. Judging by the crowd’s reaction, it was a success — more thanks to the earlier demonstration than the speech itself — but that was not how Shade wanted her rule to be.

Ruling by fear would eventually end in revolution, if the Griffon’s history was anything to go by.  

Tenebris was in a generous mood, so Shade tried to bring up the issue with her, but she dismissed his concerns. Tenebris claimed that she, as a Queen, knew better about how to rule than somepony like Shade. He tried not to take it as an insult, but it was hard.

Soon after dark, they had managed to catch the last remaining Bearer of the Elements. It was easy as Fluttershy had foolishly come to the castle on her own, looking for Spike, and was quickly captured and put into the improvised cell they had made out of some empty bedroom.

Tenebris threatened her, thereby using her for leverage against Spike, who seemed to care about the mare. Of course, Tenebris wasn’t planning to hurt any of the Elements in any way — Shade didn’t know her full plan, but he reckoned she hoped to bring them to her side eventually. He didn’t argue, even though he thought that particular plan was doomed to fail.

The small dragon agreed to forge a letter to Celestia, where he would assure her that everything was fine. Shade had no idea if such a lie would succeed, but it was good to see that Tenebris at least cared about the element of surprise that they still held. Even so, every minute they spent out in the open presented a huge risk of ruining it.

By that time, the Pegasus messenger he had sent would have reached Canterlot. From there, a whole legion of other messengers would fly off to each city where he had his forces ready to strike, which was basically every important city in Equestria. It would take another day to prepare, so the next night was when the attack was scheduled.

Shade worried slightly if they’d get to Canterlot in time for Tenebris to participate in the fighting. If they’d followed his original plan, they’d take at least another week to prepare, but Tenebris had ordered it to be done as soon as possible, so he had no other choice but to comply. They had a high chance of success anyway, with the only uncertain variable in the plan being Celestia and Luna.

Tenebris remained confident in her ability to hold them off. With the help of his best unicorns, of course — even she wasn’t strong enough to take them on all alone.

The next morning, Tenebris offered the changeling a choice.

“Disguise yourself as Fluttershy and lure the rest of her friends here.”

“Why would I do that?” the changeling asked.

“I will kill you if you don’t.”

The changeling snorted. “Well, that seems like an offer I can’t refuse…”

The next moment, he took on the form of Fluttershy. It was a perfect copy of her, at least in appearance, but the changeling, having impersonated the guard pony for as long as he had, couldn’t change his habits just as easily as his form. His gait was kind of weird — he was used to his large stallion form and was still moving in accordance to it…

“Don’t even think about escaping,” Tenebris warned. “My ponies will be watching you from afar and will strike a killing blow if you try.”

Some doubt showed on “Fluttershy’s” face, but then she nodded in agreement.

“I will help you if you promise to spare my life.”

Tenebris nodded. She told “Fluttershy” what she had gotten from the real one, about her friends being lost in the hills. Tenebris nodded to one of Shade’s soldiers to escort “Fluttershy” outside and, as they left, she walked into the Throne Room along with Shade and Bright.

She settled on the throne with Twilight Sparkle’s cutie mark on it and told the others to do the same.

“Yesterday, I learned more about how trains work. According to the schedule, the train will be here by midday,” she announced. “We will seize this train for ourselves and ride it to Canterlot as fast as possible.”

Bright nodded in silent acknowledgment and the Doctor followed. Finally some good news — the faster they got to Canterlot where the real action would happen, the better. It had been a mistake to come to Ponyville in the first place. Whichever of Twilight’s friends was still wandering around, they shouldn’t have been a priority. They could always be found later after Tenebris assumed the Throne.

However, there was one issue that Tenebris seemed to be forgetting.

“We can’t just go directly to Canterlot, my Queen. It would be better if we left the train near Canterlot and went the rest of the way on hoof,” Shade proposed. “Your appearance among the populace would no doubt make a stir in the city.”

“Good,” Tenebris smiled. “The ponies should see and fear their new Queen.”

“But…that would make our presence known to the Princesses!” exclaimed Shade, meeting Tenebris’ annoyed stare with an equal force.

“Good,” repeated Tenebris, this time without a smile. “I’ve been dreaming about this moment for centuries. Me destroying Starswirl’s praised pupils…Too bad the old fool won’t see it for himself.”

Shade shook his head. Tenebris was far too confident in herself. Of course, her abilities backed it up, but even she wasn’t strong enough to take on Celestia face-to-face with no set up. Both of the princesses were more powerful and experienced than young Twilight. 

Shade didn’t spend the whole decade trying to free Tenebris, just so she’d perish because of her own pride.

Gladly, his loyal Bright thought the same way. “Your Majesty… It would be better if you faced the Princesses with the support of our most skilled unicorn fighters. However, they need to get ready for battle first and the Princesses should lose the support of their own Guards. For that to happen, we must arrive in Canterlot unnoticed for our plan of attack there to succeed.”

It was an unusually long speech for Bright, but to Shade’s satisfaction, it put some doubt on Tenebris’ expression.

“Indeed. I have no doubt I’ll be able to win the battle against Celestia and Luna, but a smart Queen shouldn’t take unnecessary risks,” she nodded after thinking about Bright’s words. “Thank you for pointing it out.”

Shade was both happy and disappointed at such an outcome. It should be he who Tenebris should listen to, not his second-in-command. But at the same time, she had agreed to follow his plan, which was what he had wanted in the first place.


***


The last of Twilight’s friends were captured in the next hour. They had sneaked into the castle, thinking they could hide from Tenebris herself, but she easily found them and, after a short struggle, captured them. The changeling had led them here like Tenebris had ordered, but Shade had the impression that he had tried to fool them in some way.

Thankfully, Tenebris didn’t trust the creature and he had been put in chains along with the rest.

Tenebris found a new fascinating creature to study — the human. She was interrogating him at the moment. Shade knew that those strange creatures inhabited the world that the old portal mirror led to. It was mildly interesting, but not important to them right now, as the mirror wasn’t working once again.

Tenebris didn’t care.

Instead of arguing with her again, Shade left the room. He decided to visit his old enemy face-to-face, the pony who had put his plans at risk not once, but twice. He approached the right door and looked at it thoughtfully. A lone unicorn was guarding it, one of his soldiers. The unicorn nodded to him in greeting, but Shade barely registered the gesture.

“Open it up,” he ordered.

The soldier did so and Shade stepped inside.

The chained ponies stood up in alarm at his appearance, all but Sundae. He immediately recognized her yellow coat and blue mane with a streak of purple, though her cutie mark was different from what he remembered. Sundae looked as young as she used to be all these years ago — must be the side effects of the mirror spell.

The pony was lying on the floor unconscious, but her neck was collared and chained to a wall nonetheless. She saw her getting hurt in the fight against Tenebris and apparently the mare hadn’t recovered yet. Shade briefly considered if he should get rid of her for good, but dismissed that idea.

Now that his plan was well under way, there was no reason to do it. She had showed great potential when she used to be his student years ago. So great that he had wanted to recruit her to his then small organization, but she had refused, so he’d had to pick Bright instead. 

He didn’t really hate her — she had just been at the wrong place at the wrong time.

“You will pay for what you’ve done, monster,” an azure pony snapped at him.

Shade glanced at her with a frown — it was Blue Ruby, Sundae’s old friend and companion. She was an extremely annoying pony. He’d had to arrange the end of her scientific career because she was being too vocal about blaming him for what he’d done to Sundae. Not that she’d been wrong, of course…

“Your tongue has already led you to trouble, Miss Ruby,” Shade told her in an even voice. “Don’t repeat the same mistake.”

“Ha, like you can do anything worse!”

“Believe me, I can,” Shade glanced at her friend on the floor.

Ruby paled. “Don’t you dare…”

Shade shrugged. He would let Sundae live, of course; she didn’t really deserve to die. However, he had no desire to exchange some petty threats with her annoying friend, so he turned around and left the room.


***


“How could you let them escape?” Tenebris asked in her icey voice.

The temperature in the room dropped to a point that the walls were covered with frost. The soldier who had caused Tenebris’ rage was shaking before her like a leaf on an autumn tree. His partner in the fiasco had suffered a head injury and was in no condition to talk right now, so he had to face his Queen alone.

“They got help!” the soldier exclaimed, waving his forelegs. “We…”

“Silence, fool,” Tenebris turned her head to give Shade a glare. “Are those all you could gather for your little army? Pathetic.”

Shade clenched his jaw and glared right back at the Queen. He had worked as hard as he could to gather as many ponies as possible for the final stage of his plan and Tenebris was just dismissing his achievements out of hoof! It was an insult and he barely suppressed his desire to say something sharp in response.

It was foolish of her to underestimate the escapees. Sundae had managed to escape from another world, of course she’d escape now, being left outside with two idiots.

“I will give you another chance to serve me, pony,” Tenebris said, addressing the soldier again. “But if you fail me again…”

She left the threat vague.

They didn’t send anyone to look for the escapees. There was no time, as midday was soon approaching and even if it wasn’t, they had no resources to spare on a town-wide search. Ponyville was a large village with hundreds of citizens and the escapees could be hiding anywhere. Shade doubted that Tenebris’ threats of destroying anyone who helped them would prevent the local ponies from helping them hide.

When the time came, they gathered the remaining captives and left the castle. Tenebris cast a powerful defense spell on the whole building, so nopony would be able to sneak in. It was still possible to get in via teleportation, but it was unlikely a backward town like Ponyville would have unicorns strong enough to pull it off.   

Morning Bright also assured Tenebris that the escapees wouldn’t be able to use their magic for a while, as the inhibitors he’d put on them were extremely difficult to remove without the proper key.

“I modified those inhibitors personally, Your Majesty,” explained Bright. “They’re not only harder to remove without the key, but they also damage the magic flow of the unicorn. It’s only temporary, of course, but the longer you have it, the longer it would take for the flow to restore itself. I made them so powerful that they could work even on an alicorn like Celestia.”

“This is highly impressive,” nodded Tenebris. “What else can you do?”

The two continued to discuss various magical items and Shade couldn’t help but feel excluded from their conversation. He barely understood what they were talking about. Tenebris and Morning Bright seemed to have established a connection with each other more successfully than he’d done so himself.

Shade couldn’t help but worry that now, after he’d freed her, she would simply move him to a secondary role, putting Bright in his current position or even worse — just dispose of him as reward for his loyal service. Tenebris had never said it directly, but he could tell from what he’d seen so far that the Queen considered unicorns to be superior to the other tribes.

Soon, they arrived at the station, which distracted Shade from his depressing thoughts. The train was waiting for them already — the ponies were going in and out, having no clue that it was their last stop today.

Tenebris didn’t want to ride along with the common ponies, so Shade ordered his soldiers to go through the wagons and force everypony outside. The ponies began to complain at such a rough treatment, but shut up fast when they saw the Queen herself with her glowing eyes.

Her throwing a few tardy ponies through the windows also helped to discourage them.

The party boarded the train and it accelerated towards Canterlot with much more speed than it would otherwise.


***


The train was stopped a few miles before Canterlot. Tenebris ordered the machinist to be killed and this time the order was executed smoothly. Shade didn’t think it was really necessary, but the Queen insisted, using his own earlier words about the element of surprise against him.

They left the body in the train and went to Canterlot on hoof from there. The train would be found soon, being out in the open like that, of course, and the city would maybe even send some Guards to investigate, but it would only play in Tenebris’ favor.

The fewer guards they faced in Canterlot, the better their chances of success.

However, first they should get into the city itself, which wasn’t so simple. If they were alone, they would easily go through the guard’s post at the mountain road, but they couldn’t do so with the chained prisoners they had along with them. Especially not with this human — he was too noticeable in the crowd.

“We have a hideout in the village nearby,” Shade said. “We shall leave our prisoners there — they would be a liability for us in Canterlot, until the city is under our control.”

Tenebris was reluctant at first to part with the prisoners after the earlier escape, but Morning Bright convinced her it was for the best. To destroy any chances of them escaping, he cast a powerful sleep spell upon them. Then they were tied up and carried all the way to the village.

Once there, the prisoners were thrown into a secure room. Two soldiers were left with them, including the one who let the others escape. Tenebris promised to kill him personally if the prisoners somehow escaped again. He swore on his life that it wouldn’t happen.

“I can teleport us to Canterlot without a problem,” Tenebris stated confidently, looking to the mountain, towering over them.

“Weren’t you saving your energy for the battle, my Queen?” Shade inquired.

The Queen gave him an annoyed stare. “What do you know about magic, Nightfall? You’re just an earth pony.”

Shade looked down in seeming acceptance, while in fact he couldn’t suppress his rage from displaying on his face and didn’t want the Queen to see it. After everything he’d done for her, she dared to refer to him as some kind of dumb minion!

When she had reached out to him from Tartarus itself and begged for help, she hadn’t seemed so arrogant…Of course, she hadn’t. It would have been foolish of her to show her true nature while her freedom depended on Shade’s good will.

“Shade is right, however,” Bright supported his boss. “You do need all the power you have for the incoming battle. We can easily reach the city on hoof.”

Tenebris contemplated his words for a few more moments and then nodded reluctantly. “You are right as always, Morning Bright,” she said. “There is no need to rush, I suppose.”

Shade was grateful for his subordinate’s support, though he was annoyed that Bright had become so informal with him. He’d called him just Shade, no less. He had never showed any ambition before — he was a follower. But now it seemed like he had found someone better for himself to follow…

Tenebris was given a simple disguise — a cape to hide her unique appearance — and the rest of his soldiers packed up their armor. No guard gave them a second glance as they easily passed first through the road post and then the main gate into the city.

“Insect should be waiting for us at the manor, my Queen,” Shade said to Tenebris.

Tenebris nodded. He couldn’t see her expression under the hood she was wearing, but he saw her head turning around as she looked at the city around her. It was the first time she had seen Canterlot for herself and even she was impressed with its splendor and seeming wealth.

“This city is a true capital,” she said.

Shade gave no answer to that. Soon they would have to walk through the poor quarters to reach Fleur’s manor; he was curious to hear what Tenebris would say about the capital then.

To his disappointment, Tenebris remained quiet all the way. In her head, she was already making plans about what she would change in Canterlot when she came to power. Going through the poor district had made her realize how many earth ponies lived in the great city.

That was about to change.

Every tribe of ponies was useful, of course, but in their own unique way. The right place for earth ponies was in the fields or in the army, not wasting valuable space in the mountain city. 

Of course, not all of the poor district’s inhabitants were earth ponies. Plenty of unicorns and pegasi lived there as well; they would have to move out too. If they couldn’t achieve success in the city, they should do some manual labor instead, like their earth pony brethren.

Tenebris glanced at Shade — the stallion wouldn’t like the idea. But in the end, he would accept the unicorn race’s natural superiority, just like everypony else. And if he didn’t, then there was always his second-in-command Morning Bright. He appeared to be much brighter than Shade in Tenebris’ eyes.

She chuckled at the pun.

As they walked through the streets, Tenebris asked Shade to explain his plans of taking the city under their control in detail. Surprisingly enough, the plan was very well thought out and its ultimate success depended on Tenebris’ ability to defeat the Princesses.

They arrived at Fleur’s manor. As always, a few ponies were idling around on the street adjacent to it, guarding the place. They recognized their boss Spider and let him and the others pass freely into the inner yard.

A bored-looking Insect noticed them from the porch and flapped his wings, bringing himself close to the group. He nodded to Shade and looked at Tenebris’ caped figure with interest. A few moments later, he nodded to her too, having realized who that was.

“Our forces are in position to strike,” he reported. “The guys were told what was going to happen and my best ponies are leading them. The attack will begin at midnight, unless you wish to delay it.”

“No, everything is going as planned,” Shade confirmed. He had some inner doubts, but he wasn’t about to express them in front of Tenebris. “Don’t go anywhere; I want to discuss some details later.”

Insect nodded and hovered out of the way, letting the procession continue on their way to the manor. Tenebris ignored the exchange — for her, Insect was a simple servant who didn’t require her attention unless something went wrong.

A group of unicorns were waiting inside the manor. Per Shade’s request, each of his lieutenants sent his best unicorn fighters for a squad that would support Tenebris in her fight against the Princesses. They had been defeated by their foes in the past, including Queen Chrysalis of the changelings, so with enough help, Tenebris would beat them as well.

“Boss,” one of the unicorns said, recognizing Shade as Spider.

Shade greeted the group and invited everypony to proceed to the meeting room. As they trotted inside and took their positions around the table, Shade reflected that he was the only earth pony in the room. It wasn’t a pleasant thought, especially considering what he had learned about Tenebris’ feelings about different tribes.

He suppressed his worries, as the Queen nodded towards Bright to begin

“Welcome, fillies and gentlecotls,” he began. “First of all, let me introduce to you our Queen Tenebris the First.”

She lowered her hood theatrically, revealing herself. Ponies in the room gasped in shock upon seeing her sparkling white eyes and began to chatter rapidly among themselves. They had been told about the true purpose of their organization prior to sending them, but it was still a surprise for them to see the throne pretender in person.

They’d just assumed that Spider, the leader of the organization, would take it for himself.

“You’ve been chosen for the high honor of helping our Queen ascend the throne, everypony,” said Bright.

“Together we will face Celestia and Luna, and end their reign forever,” Tenebris continued.

The ponies exchanged glances, looking less sure than before. They’d considered the alicorns to be nearly gods for too long to just accept the thought that together they were powerful enough to beat them. But Tenebris’ hard stare stopped them from openly rejecting the idea as madness.

“As soon as any of them leave the palace, I will teleport us right behind their tails to ambush them. We won’t take the Princesses as prisoners — I don’t need those pretenders for my rightful throne.”

Shade shifted uncomfortably in his seat. This wasn’t part of his original plan. They were supposed to capture them alive if possible and then force them to abdicate. But by killing them off, Tenebris would outright turn most of the ponies in the country against her. As much as Shade wished to end the current rule, the ponies of Equestria respected the Princesses and wouldn’t just accept the rule of a usurper, despite how much Tenebris claimed it was her rightful place.

“I’m sorry, my Queen, but I have an objection,” Shade started carefully, earning himself an irate gaze. But he needed his Queen to see the flaw in her plan, even if she disliked it, so he continued nonetheless and explained his reservations to her.

“Your concern is appreciated, Nightfall,” Tenebris answered with a tiny smile, “But I’ve ruled the Kingdom in the past. I know the way the common ponies think. They respect strength. By killing their “gods”, I will prove my superiority in their eyes.”

Shade looked at Bright, hoping that he’d say something to convince the Queen as usual, but he remained quiet this time. The other unicorns stayed quiet as well; they had no desire to oppose Tenebris. With no support whatsoever, Shade leaned back on his chair, deciding to drop the issue for the moment.

The rest of the meeting went without his involvement. Tenebris was discussing some finer details of the upcoming mission, but Shade had his own thoughts clouding his mind. After Tenebris had been freed, she just did things her own way, without any regards for him. He felt useless.

“I will reward you for your loyalty, my ponies,” said Tenebris. “Even I can’t rule Equestria alone. I need ministers, advisers, generals and governors. In my old Kingdom, only the strongest unicorns who had proved their worth could become one.”

Her last words got Shade’s full attention again. She was promising to some lowly thugs the positions he’d already promised to his lieutenants to insure their loyalty. Just because they were unicorns! Not that his lieutenants were morally better, but at least he judged them based on their own traits, not their tribe. He should have realized it would come to that, before he’d freed her…

This new Queen would ruin Equestria.

Tenebris was the last ruler of the old Kingdom of Unicornia, after most of its population had migrated to the south in search of new lands. Despite that, the Kingdom had still survived for decades, thanks to Tenebris and her followers’ magic.

But in the end, life in the frozen north had become too harsh even for her. Tenebris gathered an army from whoever was left and went south to claim the new land for herself, but the ponies there had already built Equestria and her forces were beaten.

Starswirl the Bearded himself defeated her in a duel and, instead of killing her outright, put her in his brand-new prison he called Tartarus, using the name from ancient legends. Now the prison was a legend of its own.

That was the history he’d learned from books, and it had been confirmed by Tenebris herself. There wasn’t anything to suggest her views on other pony tribes were so close-minded, but in retrospect it wasn’t such a big surprise. The whole disaster in the north had happened because each tribe claimed itself superior, if the story was true.

Tenebris had always denied that particular legend, but she could be lying to appease Shade. No, she was definitely lying.

After the meeting had ended, Tenebris demanded some open space for her to test the unicorns’ abilities. Shade put the responsibility on the first servant he saw and, while Tenebris was distracted, called Bright away for a private talk.

“What do you need, Shade?” his second-in-command asked directly as they turned around the corner.

Shade frowned at such a gross insubordination — Bright had never allowed himself to behave that way before. He used to call him master, but it seemed that Tenebris’ influence was winning him over.

“I need an honest answer, Bright,” Shade looked at his ex-student sternly. “Do you agree with our Queen’s course of action?”

“No,” Bright answered. “But I will do as she says,” he added before Shade could express his relief.

The Doctor bit his tongue. He nodded curtly and they parted ways. Bright wouldn’t support him against the Queen, that much was obvious. The damn unicorn had always pretended to be loyal, but now Shade realized that it was only until he had found somepony stronger to serve.

Shade was a realist and didn’t have any hopes that Tenebris would suddenly reconsider her thousand-year-old views, at least not before it was too late. He’d made a mistake in believing Tenebris and freeing her from Tartarus in the first place. Instead of bringing Equestria out of stagnation, she would destroy it with her mad actions!

But all was not lost yet. For all her folly, Tenebris hadn’t disposed of him yet because he was still useful. Perhaps she was even grateful for his service that had set her free and given her an army to lead. 

It was too late to change his ultimate plan, but, after Tenebris seized the throne, he’d find a way to get rid of her and put someone better in her stead. Shade and Bright had planned different ways to defeat the Princesses in case they failed to free Tenebris. He could use some of those methods on her.

Shade went outside to find Insect, who was supposed to be waiting for him in the yard. The pegasus wasn’t a pleasant fellow, but Shade needed the allies. If Insect learned that his dreams of becoming the next mayor of Canterlot were about to be crushed in favor of some low-life unicorn…

“Boss,” Insect suddenly landed right in front of Shade. The Doctor didn’t even flinch — he was used to the lieutenant’s quirks.

“Insect,” nodded Shade. “I need to speak with you privately.”

The pegasus glanced around. “Well, there is nopony here.”

“We need to discuss some serious business.”

“Okay,” Insect shrugged.

Shade trotted on the path leading to a gazebo by the fence. Nopony would see them from the outside. It was good, in case the conversation with Insect went badly. For all his menace, he was a feeble pony and it wouldn’t be hard for a stallion like Shade to crush the life out of him if needed.

Shade was sure it wouldn’t come to that.

“We’ve made a mistake by freeing Tenebris,” Shade bluntly said to Insect. 

“What?” the pegasus looked at him in surprise.

“Tenebris believes in the unicorn race’s superiority,” explained Shade. “She’s going to get rid of us once she gets into power.”

“Why did you free her then?” Insect asked, flashing his wings. “It wouldn’t be easy, but we could win without her help.”

“I’ve built this organization on her orders. She was always intended to replace Celestia as our new ruler, not me.”

The last bit of news was a revelation for Insect. Everypony in Shade’s organization who knew about their true goal had always assumed their boss would take the throne for himself and that ally in Tartarus he had told them about was nothing more than a puppet. Shade thought it was better to keep their illusion — they were more likely to follow him than some unknown figure from dusty, old legends.

“Well, boss, you know I’d rather support you…” said Insect. Shade tensed up, feeling a ‘but’. “…But if she’s so powerful and you have no means of controlling her, what can we do to stop her?”

“I have a plan,” said Shade. “But I need the ponies loyal to me for it to work.”

“What plan?”

“I will tell you when I’m sure of your loyalty.”

Insect frowned, but then shrugged. “I haven’t been working for you just so that I’ll be thrown to the side like a broken tool. If Tenebris plans to get rid of me, then of course I’m on your side.”

Shade nodded and relaxed slightly — he believed Insect. With an ally like him, he would have a much better chance against Tenebris. After she defeated the Princesses, he’d strike against her. Insect controlled the Canterlot branch of his secret empire and he would find the ponies willing and able to do the deed. As powerful as she was, she’d be weakened right after the fight and that would present a perfect opportunity.

It wasn’t the best plan, but it was the only one Shade could come up with on such a short notice. He and Insect didn’t have much time to implement it — midnight was just a few hours away. The Spider quickly explained the details to Insect and the pegasus left to gather the ponies for the job. Since nopony yet knew who Tenebris was, it wouldn’t be hard to find some mad volunteers by promising a big enough reward. 

After his lieutenant had left, Shade went back to the manor to finally reunite with his mare Fleur. She’d likely heard the news of his arrival and must have been worried about why he hadn’t come to her yet. Shade smiled thinking about his lover. She was a pony he knew was absolutely loyal to him no matter what, and he loved her for that.

He found Fleur in the large guest room. Unfortunately, it was the same room Tenebris had chosen to test her unicorns. The furniture was carelessly moved to the walls to free some space in the middle where Tenebris and a lone, frightened unicorn were standing, facing each other.

Tenebris’ horn shot a spell, hitting and breaking the unicorn’s shield in front of her in mere seconds. She stopped the attack with a disgusted scowl on her face.

“Weak,” she commented on the display, stomping a hoof. “All of you are weak.”

She looked upon the unicorns, who hung their heads in shame and stopped her eyes on Fleur, who remained tall and proud, as always. Shade’s heart skipped a beat — he didn’t like that kind of attention from the Queen to his marefriend.

“You! Come here!” Tenebris pointed a hoof at the mare.

Fleur lifted her eyebrows and remained standing. “What for?”

“If you’re strong enough, I will let you take the place of one of those fools,” she waved her hoof at the panting unicorns.

“She’s not a soldier, my Queen,” Shade interrupted. “The unicorns I’ve provided would be enough to support you in battle.”

Tenebris narrowed her eyes. “Those weaklings are almost useful. In my time, they would be plowing the fields along with the earth ponies.”

Shade’s face reddened at the jab. He was tired of Tenebris constantly implying that earth ponies were useless! He reminded himself that soon she would be paying for her arrogance. But he couldn’t allow Fleur to be anywhere near her when his team would ambush her after the battle.

“Fleur is not a soldier,” repeated Shade. “You’re strong enough to win against the Princesses by yourself.”

“That’s not what you had said earlier,” Tenebris glared at him.

Bright, who stood silently at the edge of the room, suddenly approached Tenebris. He whispered something into her ear and the Queen cringed like she’d heard something truly revolting. Bright then looked at Shade with that neutral expression of his, but Shade noticed a quick snicker.

“You…You two are in a relationship?” Tenebris asked, drooping her ears.

Shade took an involuntary step back, having realized what that fact must have meant to Tenebris. Fleur looked concerned as well, even though she didn’t yet know the reason for the Queen’s reaction.

“Yes,” she admitted simply.

The temperature in the room dropped by a good margin. Quite literally, in fact, as Shade saw a steamy cloud coming out of his breath. The source of the cold was Tenebris, who looked from Fleur to Shade with a murderous stare, as if deciding whom to kill first.

“Because you’ve freed me from Tartarus,” began Tenebris in a high and cold voice, “I won’t punish you for such an abhorrent behavior. But you must end your unnatural relationship at once.”

“As you wish, my Queen,” Shade agreed hastily. Fleur’s eyes got wide in shock, but then she understood his intentions and gave him a tiny nod. 

Though perhaps he had agreed a bit too hastily because the Queen narrowed her eyes, continuing to stare at him. She stepped closer and Shade forced himself not to back out in fear. Tenebris leaned down her face to his so closely that he could feel her breath. It sent a chill down his spine, making his tail shudder.

“There will be no foul interbreeding in my new Kingdom, Nightfall,” Tenebris growled. “If you can’t control your stallion’s urges, go and find some mud mare outside.”

Technically, Shade had done exactly that in the past, visiting the brothel to satisfy his needs, but Fleur was different for him. She wasn’t just a good-looking mare, though she was gorgeous, but she was important for him on a spiritual level as well. 

Fleur had lent her support to his cause at the very beginning when he used to be inexperienced, with no resources and connections. She’d helped his organization grow. At first, it had been just out of ambition for restoring her own family’s power, but it gradually changed into something more once they got to know each other better.

“My mother was an earth pony,” murmured Fleur, but in the quiet of the room everypony had heard that.

Tenebris turned her head sharply, appalled. “What did you say?”

“I said, my mother was an earth pony,” Fleur repeated with a rebellious note.

It was clear that she was nervous, but she had a firm control over her emotions, honed by years of dealing with the Canterlot nobility. Sadly, the same couldn’t be said about Tenebris. Her face distorted in rage at Fleur’s admission; sparks flew off her horn. Shade panicked for a moment — who knew what this mad mare would do! So he did something rash.

He grabbed her.

The next moment he flew backwards, crushing onto a table by the wall. He wasn’t hurt, however, just a few scratches on his back from the splinters. Fleur gasped and dashed towards him, but Tenebris lifted her up in her magic aura, suspending the mare in the air.

The observers stood dumbstruck, having no clue about whom to support. On the one hoof, Shade was their boss, but on the other, Tenebris had introduced herself as the queen and she obviously was far above their level of power. So they just stared as the situation unfolded.

Shade quickly recovered and jumped on his hooves. He grabbed a broken table leg and threw it at Tenebris, whose attention was on Fleur. Surprisingly enough, she was so enraged and confident that she didn’t even bother to protect herself, so the leg hit her square in the head. Her concentration faltered and Fleur landed on the floor.

However, Shade knew it wasn’t a fight they could win.

“Come with me!” Shade screamed at Fleur, who was staring at something in horror.

Shade looked at Bright barely in time to evade a spell that burned through the wall just behind him. He realized that it would have killed him if he had been hit — Bright wasn’t joking around.

Fleur realized it too and, folding her ears defensively, began to shoot blast after blast at the attacker. Of course, he easily deflected them, but it was enough time for Shade to grab Fleur and haul her out of the room.

“You won’t leave, traitors!” Tenebris shrieked, rubbing a bruise on her head.

Shade didn’t stop to look back, but he’d heard the sound of charging magic and he knew he wouldn’t reach the exit in time. Tenebris unleashed her magic the next second and Shade mentally braced for the hit, but the wave of deadly frost hit the measly shield that Fleur had put up around them barely in time.

The shield collapsed like a chicken egg, but it absorbed some of the spell’s power. Unfortunately, what was left struck poor Fleur, covering her coat in icey frost. She would have fallen down, but Shade dragged her out of the room and into the corridor outside.

He didn’t think about what had happened and how badly Fleur was hurt for the moment — all he wanted now was to get out of the manor and hide.

A group of his henchponies were hastily approaching. They didn’t know what had happened yet, but they’d heard the noise and screams. A plan formulated itself in the Doctor’s head.

“Morning Bright is a traitor!” he told them. “Kill him and his accomplices!”

The henchponies didn’t question his boss’s orders and galloped into the room. Shade placed Fleur on his back and ran away as fast as he could. Explosions and clashes of metal became more quiet as Shade got further and further from it. Instead of going for the main entrance, he chose to exit out of the back door, which was on the opposite side of the manor.

Shade met nopony in his sprint through the house, crashing a few vases along the way. He busted through the door onto the backyard and from there, it wasn’t far to the street adjacent to the property. It was hard not to stop and check on Fleur, but he forced himself to ignore that desire until he was at a safe distance.

He briefly stopped near the gate to the outside and looked back. Nopony was following him yet, which meant his improvised distraction had bought them some time.

“What happened?” an armored soldier, who was guarding the gate, asked him.

Shade ignored his question, instead ordering the pony to follow him.

Together they went out on the streets; Shade still carrying Fleur on his back. There was a safe house nearby, but it wasn’t his destination. Bright knew about this one and would definitely check it first. He desperately went through his options, but found none that would suit them — Bright knew about every other secret place in this city.

“You, what’s your name?” Shade asked the pegasus who was guarding the gate before.

“Sketchy,” he answered, glancing at his boss curiously. He’d never bothered to ask for their names before.

“Do you know where we can find a doctor in this neighborhood?”

The pegasus nodded. He’d lived in here before being recruited into the band. Now he slept in the manor most of the time, but he still remembered everything there was to know.

“Lead the way, Sketchy,” Shade ordered.

The pony shrugged and did as he was told. He knew a good doc nearby that helped the poor for almost no fee, though he'd be closed by now. Sketchy glanced at the mare on Shade’s back — she didn’t look too good. Maybe the doc would let them in, considering the situation.

Shade felt Fleur stirring on his back, so at least she was still alive. He hurried Sketchy to go faster, but the pegasus retorted that it was getting dark and he didn't want them to get lost in the hostile neighborhood.

Thankfully, he found the doctor's place pretty fast. Shade walked past Sketchy and rammed on the door. Nopony answered at first, but then a light lit up in the window.

“I'm closed,” an annoyed voice sounded from the inside.

“Open up now or you'll regret it,” Shade hit the door with force, making it shudder.

“Eh, maybe you shouldn't be so harsh, boss,” Sketchy whispered. “The doc is a good pony, I've heard.”

Shade glared at the insolent soldier, making him shrink in fear, but then considered his words more carefully. It wasn't such a bright idea to threaten the only pony who could help his Fleur. The smarter way would be to appeal to his sense of duty, which should be pretty high, considering the neighborhood he had chosen for his career.

“Look, my wife is hurt pretty badly,” Shade said more calmly. “You're the only one who can help.”

That seemed to get through to the stallion. Shade heard the sound of various latches moving, and the door finally opened.

The young unicorn with a medical cutie mark quickly looked over the unconscious Fleur on Shade's back. Then he invited them in. Shade and Sketchy followed with no hesitation, closing the door behind them.

There was a simple bed in the room and the unicorn ordered to put the mare on it. Shade did as he was told, finally able to look at his lover’s injuries up close. His heart fell as he saw her white coat had lost its bright color, becoming drab instead. Otherwise, she looked healthy enough, but Shade had no idea what kind of spell Tenebris had used.

It was all his fault.

Shade should have warned Fleur about Tenebris when he’d first arrived, but he had chosen to find Insect first… 

He wasn’t sure if he should still meet with the pegasus — despite what Insect had said earlier, he might quickly switch his allegiance to Tenebris now, capturing or killing Shade on the spot to get in her good favor. It would be foolish of him, of course, and Insect wasn’t a fool, but it was still a risk.

“How did it happen?” the doc interrupted his thoughts.

Shade considered lying for a second, but then dismissed the idea. The doc needed to know all the information to help her.

“She was hit with a powerful dark magic spell,” he told the doc. “It was weakened by her shield, but it was still enough to do some damage.”

Shade waited for the the doctor to ask for more details, but the stallion remained silent — he was smart enough to recognize the danger of such knowledge, living in a neighborhood like this one.

“I suppose you have no idea what this spell was exactly,” the doc said, glancing at his hornless forehead. “But all the signs show that she’s dying. Whatever the spell was, it was meant to kill.”

Shade froze, panicking inside. The doc’s words didn’t sound promising at all. He took a deep breath to force himself to calm down and looked at Fleur. She was breathing, so there was still hope for her.

“Can you save her?” he asked, his voice steady.

The doc shrugged and Shade felt a surge of anger, which he quickly repressed. He didn’t really expect some random local medic to have experience with injuries caused by ancient magic. What he really needed was Canterlot Hospital, but the place was going to be taken over by his own ponies tonight.

It was too risky to go there. After her victory, Tenebris would address everypony, solidifying her control over his organization and most would have no choice but to follow. He couldn’t oppose her openly, because nopony really knew Shade’s appearance, except for the soldiers at Fleur’s manor and his lieutenants. He controlled his organization through them.

If he were to meet a regular member outside now, they’d treat him as some random commoner. His only hope in the matter was Insect, who was gathering a group of ponies on his orders to ambush Tenebris after her fight. If he went through with the plan, then Shade would be triumphant. All he had to do now was wait.

But Fleur didn’t have the luxury of time.

“You should do all you can to make her better,” Shade ordered to the doc.

The stallion nodded. He approached a supply closet and searched among the various bottles. Having found one, he gripped it in his magic and returned to Shade.

“This is a very potent potion I was saving for a special occasion,” he explained. “If it works, it’ll freeze her condition for a few days in the state she is now. It won’t improve or get worse, so she shouldn’t die until you find her some proper help.”

“How much do you want for it?”

“I’ll give it to you for free,” said the doc with a tiny smile and Shade raised his eyebrows.

It sounded too good to be true. Such a potion would cost a fortune; Shade narrowed his eyes and gave the doc a stare full of suspicion.

“What’s the catch?”

The doc sighed. “Well, that potion is… experimental. My friend gave it to me for testing, but I had no chance to, well, test it.”

“Do it,” Shade ordered.

He decided it was worth the risk. This doc was obviously not able to save his mare and with her injuries she would die until he could find some proper help. The potion was her only hope of surviving. The unicorn nodded.

He opened Fleur’s mouth and administered the whole bottle to her. She stirred on the bed and twitched her limbs slightly, but otherwise no visible change had occurred. The doc had a satisfied grin on his face, so Shade allowed himself to relax.

“She’s not dead yet!” the doc announced, as if he was surprised himself at such a wonder.

Shade cringed, but let it go. It seemed that his gamble had paid off.

“What if the potion is a dud?” Sketchy suddenly asked.

Shade threw the soldier a deadly glare and he shut up, hopefully regretting his dumb question.

“It was made by a great alchemist, though I won’t tell you the name, so it should work,” the doc felt the need to explain.

Shade walked closer to Fleur and caressed her cheek. She didn’t react to his touch in any way, but he could see her belly rising up and down as she slowly breathed. Shade’s eyes tingled as if he was about to cry, but he didn’t. If the potion had worked, she would live at least until tomorrow. It would give him the time to plan his course of action.

“We will stay here,” Shade informed the doc. “The city won’t be safe tonight.”

The unicorn chuckled nervously and switched his gaze from the tough-looking Shade to his armored accomplice. He wisely chose not to argue and just shrugged instead.

“Be my guests,” he said.


***


Shade didn’t sleep that night.

The sounds of fighting could be heard in the city from afar, but it never got close to the house he was in. There wasn’t really anything in this district worth taking. Shade was waiting for the main event of the night — Tenebris’ fight against the Princesses, but it never happened. Or, if it had, it hadn’t been a powerful magical battle as he would expect because he’d seen no signs of it.

The doc and Sketchy slept through it all.

Shade thought about what he was going to do with Sketchy. The soldier had probably begun to suspect something and it wouldn’t take him much time to figure out that he didn’t have to follow Shade’s orders anymore. It was time to either secure his loyalty or nip the problem in the bud.

“Do you know what’s happening, Sketchy?” Shade asked the pegasus after he joined him in the main room.

“Eh, we’re taking the city?” Sketchy shrugged.

Shade shook his head. “No, Sketchy. They’re taking the city. I’ve been betrayed.”

“Whoa, that’s… bad.”

Shade snorted and then couldn’t hold back a laugh. The pegasus looked at him like he’d gone crazy and he wasn’t far from the truth. Of course the situation was bad. The work of decades was about to be rendered useless. His marefriend was dying on that bed. Equestria would fall apart if Tenebris seized the throne.

Each of those events was a disaster by itself. And it was all his fault.

“You’re right, Sketchy. It is bad,” Shade said, finally calming down. “But you will help me to make it better.”

Shade explained to Sketchy who Tenebris really was and what her plans about Equestria were. Sketchy appeared to be shocked and by the end of that conversation he had promised Shade to do everything in his power to help him reclaim the leadership. However, he wasn’t thrilled about Shade’s ultimate plan of removing the Princesses from power.

“Princess Celestia has ruled Equestria for thousands of years,” he said. “Why would you want to dethrone her and her sister?”

Usually, Shade wouldn’t answer such a question from a simple henchpony, but Sketchy was his only ally for now so he considered the answer carefully. But the more he thought about it, the less clear the answer seemed in his head.

“Equestria… is in stagnation,” he finally answered.

“Well, sure, there are problems in the country,” admitted Sketchy, “I wouldn’t have joined your band if everything was peachy, but would freeing some ancient queen from Tartarus and putting her on the throne would really make it better?”

Shade drooped his ears. The answer to that question was obvious to him now — a big, fat no. It was Tenebris who had convinced him she would make a good queen, but she had just told him what he’d wanted to hear.

They’d never talked much — it was difficult even for Tenebris to reach the upper world from Tartarus. Only their blood connection had made it possible. But when they did talk, they would discuss the current state of affairs in Equestria most of the time. Shade had always hated that nothing seemed to be changing in it, but he’d never realized that his actions would change the situation for the worse.

“Tenebris fooled me,” Shade explained.

“An ancient queen locked in Tartarus for eternity…Who would have thought she was a jerk,” Sketchy said; his voice dripping with sarcasm.

Shade looked at him sharply. Of course, Sketchy had every right to say that, but it was still a sign of gross insubordination. Just yesterday he would punish anypony who’d dare to say such things to his face, but today he had to let it slip. Why bother?

“It doesn’t matter what happened before,” Shade said in the end. “It is in your interest to help me reclaim my position. If Tenebris wins, we all suffer.”

Sketchy had no arguments against that.

Since he had the armor, he looked just like the rest of the soldiers. If they’d won tonight, and there was little doubt that they had, Sketchy could freely move around the city with no trouble, unlike Shade himself. So he sent his only loyal soldier to find Insect and figure out what was going on.

If Insect had switched sides, Shade would lose Sketchy. But it wouldn’t be a big loss — a lone soldier wasn’t much help anyway. It was worth the risk to send him.

After the pegasus had left, Shade prepared for a long wait.


***


While Shade was waiting, the magical battle he’d been expecting finally occurred.

There was no doubt in his mind that it was Tenebris and the Princesses duking it out somewhere in the city. He even went outside along with the doc and half the neighborhood. The flashes and explosions were powerful enough to rock all of Canterlot.

It lasted for about ten minutes, until the last of it died down. Shade had never seen such a powerful magic display and he suddenly doubted that Insect and whoever he’d managed to find, if he’d done that in the first place, would have a chance at ambushing Tenebris.

Even while tired she would fry their flanks.

The next moment a golden shield appeared around the royal palace. The crowd on the street talked to each other in agitation — even the thickest ones should have realized that something was happening. The last time a shield like that had appeared around Canterlot, a bug invasion had happened. Combined with the fighting at night, most of the ponies feared that it was happening again. It was still fresh in everypony’s memory.

The citizens hurried to their homes to prepare for a new disaster and Shade followed their example, going back to the doc’s clinic.

“Something is telling me that you know what is happening,” the doc pointed an accusatory hoof at Shade.

There was no point in denying the obvious. “I do.”

The doctor waited for an explanation, but it didn’t follow. He shrugged and went to check on Fleur’s condition as Shade watched him.

“This is the time I usually open my clinic,” the doc said, after confirming that Fleur’s condition had remained the same.

“You won’t do it today,” Shade shook his head.

“Why in Tartarus not?”

Shade considered just threatening him, but decided against it. The doc had been useful so far and he felt some gratitude. Instead, he took a small purse full of coins and threw it at the doc, who barely caught it in his magic. He looked inside and his eyes grew wide — that was no less than 50 bits! It was a big sum by the local standards, likely more than he would make for the entire day or even a week.

The doc shook his head, however.

“I work to help ponies,” he said. “The money is secondary for me.”

Shade sighed. It was an admirable trait in the doctor, no doubt, but it was irritating for Shade at the moment.

“Just take the money. You deserve it anyway.”

The doc shrugged and levitated a bag to a table drawer nearby. “Well, okay. But I still have to open the clinic. With what’s happening in the city, I’m expecting more ponies today than usual. I can put you and your mare in my own room; nopony would see you there if that’s what you’re afraid of.”  

Shade thought about it and finally agreed. If nopony saw him and Fleur in the clinic, then he had no problem with the doc seeing his patients. With the doc’s help, he put Fleur on his back and carried her upstairs. The doc’s room was good by the local standards with a high-quality bed, which is where Shade laid the mare.

There was nothing left to do but wait, so Shade’s thoughts wandered to dark places. What if Fleur died? He touched her hoof and it was still warm, thanks to the potion. But since it was experimental, there was no telling for how long it would work. If Sketchy didn’t return in the next hour, Shade decided he would bring her to the Canterlot Hospital on his own.

Happily, Sketchy burst into the room ten minutes later, breathing heavily and without his armor. Shade looked at him in surprise — the pegasus looked much smaller without the bulky armor he’d been wearing before. He tried to catch his breath and his expression was unreadable.

“Insect is on your side,” Sketchy said and Shade sighed in relief. “However, your plan to ambush her has failed. She was sitting in the secure manor for the whole night, waiting for Celestia or Luna to appear, and it would be suicide to attack her then. After her victory tonight, she addressed the soldiers, so they’d know who’s in charge now. Plus, after Celestia and Luna finally appeared a few hours ago, leading a counterattack, Insect’s ponies got cold hooves after seeing the fight between them. You probably saw it too — the big explosions, lighting and all that. Tenebris won and the Princesses retreated back to their castle.”

Shade nodded solemnly. Well, this plan hadn’t worked and he had no other one to try at the moment. For now, his priority was to find a way to save Fleur.

“Where is your armor?”

“I got rid of it,” explained Sketchy. “The ponies were giving me hostile looks because of it; I just couldn’t stand it.”

“You idiot,” cursed Shade. “You were supposed to use that armor to blend in with the other soldiers.”

“It was more trouble than it was worth.”

Shade growled in frustration at the dumb pegasus. Didn’t he realize he’d put them at disadvantage?

“Relax, Spidey, we’re more likely to attract attention with that armor than without.”

Spidey?! Just because he’d been temporarily removed from power, it didn’t mean some low pony could give him silly nicknames and get away with it. In one quick stride, he stepped close to the startled pegasus and looked him straight in the eyes.

“You will address me as Mr. Spider or master. Got it?”

Sketchy backed away rapidly, but Shade was already regretting his surge of rage. Nothing would stop the pegasus from just abandoning him, leaving him to fight alone against the odds. He could get away with treating his subordinates like that before, but now…

“Sorry, Sketchy. I… overreacted.”

The pegasus stopped and nodded curtly, accepting the apology.

After that, Shade asked him a lot of questions about everything he’d learned on the trip. The city, obviously, had been taken over by his forces, except for the castle, which was the royalty’s stronghold. But Shade was more interested in the Hospital. Unfortunately, Sketchy didn’t know anything about that.

“There should be a proper doctor there who would be able to help Fleur,” Shade said.

“We can go there openly,” Sketchy said. “From what Insect has told me, they don’t have enough forces to patrol the city and most of their ponies don’t know what you look like. Just remove your spider cutie mark; it’s too obvious.”

Shade glanced at his flank, where an artificial mark of the spider was displayed and nodded. It both symbolized his status as a high-ranking member of the organization and assured that his true cutie mark wouldn’t be seen by anypony. There was no point in keeping this secret now.

After a trip to a bathroom, the mark was deleted, revealing a black crown underneath. Sketchy looked at it with interest, seeing it for the first time. He didn’t seem to recognize Shade’s real identity, which wasn’t surprising — he wasn’t widely known in the first place.

They were ready to go now.


***


A journey to the Hospital was a tiresome and a risky endeavor. Usually, the two stallions trotting on the streets while the one was carrying a mare’s body at his back would have drawn some attention, but after today’s events almost nopony cared. Everypony had their own problems to worry about.

Despite Shade’s earth pony strength, he got tired soon. He wasn’t used to carrying heavy stuff in his position as a criminal boss, but he couldn’t order somepony to do it for him. Sketchy looked like he would break like a twig if some additional weight was added to him.

Finally, the Hospital’s main building appeared in Shade’s view. His heart fell immediately at the sight before him — a pair of soldiers stood by the entrance, checking everypony who was coming in. He didn’t know if it was related to him or not, but he had to assume they were after him and Fleur.

“Damn,” commented Sketchy.

Shade quickly considered the options in his mind. “Go in alone and find the doctor specializing in magical injuries,” he ordered. “Explain everything to him and bring him outside. I’ll be waiting nearby.”

Sketchy glanced at Shade like he’d gone crazy. “Even if I manage to do it somehow, do you really think he’ll be able to fix Fleur up right in the middle of the street?”

“No,” Shade lowered his ears, “But he’d be able to examine her and tell me what I should do to save her. If bringing her in proves to be absolutely necessary, we’ll find a way.”

“I’ll do my best,” promised Sketchy and hovered to the entrance, while Shade disappeared behind the corner to avoid the soldiers’ attention.

The side alley he was in was empty and had a dead end, so nopony was really using it. Shade carefully put Fleur on the ground. His heart clenched, seeing her like that in such a poor condition. He really hoped the doctor would be able to help her.

Shade was pacing around nervously, waiting for Sketchy return, but the pegasus wasn’t coming back. Of course, the Hospital was pretty big and with all the chaos it wouldn’t be easy to locate the right doctor, but Shade was beginning to worry nonetheless. What if Sketchy had betrayed him and had just run away? No, that didn’t sound right. From the little time Shade had known him, the pegasus had appeared loyal enough.

A whole hour had passed, until Sketchy finally came back; no doctor in his tow.

“Where is the doctor?”

“Well, I asked around as you wanted, but he’s not here. He was at the royal palace tonight and is likely still there.”

Shade cursed. The royal palace was still under the Princesses’ control, and with the city taken over, the doctor would likely stay there until the end. Fleur didn’t have much time. It had been almost a whole day since she’d been given the potion and its effects wouldn’t last for long.

He tried to come up with other options, thinking about some other doctors, but he didn’t want to waste valuable time just to find out he had chosen the wrong one. No, this specialist in the palace was his only solid chance.

Fleur had to get in there.

Shade’s identity had remained secret — nopony there would recognize him for the crime lord he was and Fleur herself was a well-known noble in Canterlot. He would claim that she’d been hurt in the night clashes and stay with her until she was able to leave on her own.

He just hoped that Tenebris wouldn’t have stormed the castle by then. From what Sketchy had gathered, she’d been evenly matched in the fight with the Princesses. They’d retreated only to avoid the destruction of the city due to their magic battle. A lot of buildings in the Guard’s Headquarters district had already been demolished and with the powerful spells they had exchanged, the body count would be large if they continued that way.

“If the doctor is in the palace, then we’ll go there,” Shade said with an air of finality.

Sketchy didn’t argue. In fact, he was excited to hear that. Shade asked why, and he answered, “I’ve always dreamed of meeting Princess Celestia in person, now I’ll finally have my chance.”

Shade frowned — such sentiments were unfortunate, but the bulk of his forces knew nothing about their organization’s plans to dethrone the Princesses, so he could have done nothing about that before. And to oppose Sketchy on this now would be foolish.

He loaded Fleur onto his back again and they went in the palace’s direction. The closer they got to the palace, the fewer ponies they saw on the street. Soon Shade learned why — Tenebris’ forces had set up a blockade of every street leading to the palace. It explained the lack of patrols he’d expected to see in the city; most of the army was concentrated here.

That posed a serious problem for them, however. There was no way they would be let into the palace. Shade was ready to fight through them directly, but he had no weapons and there were no less than half a dozen soldiers at each post. He and Sketchy would be slaughtered.

“How do we get in?” Sketchy asked.

Shade thought about the answer for a few seconds. “Fly up and see what post looks the weakest. I’ll wait here.”

“What, do you plan on attacking them openly?”

Shade shrugged. He didn’t have much of a choice. He just hoped that Sketchy wouldn’t abandon him at the prospect of battle. The pegasus nodded solemnly and went to do as he’d been ordered, while Shade prepared to wait again.

It was getting close to the evening — they’d spent hours wandering around the city. His back was tired from carrying Fleur all day, but he endured it stoically. He glanced at the unconscious mare — her condition appeared to be unchanged, which was a good thing, considering the circumstances.

Shade was still contemplating his strategy, when Sketchy landed nearby. The pegasus looked anxious with a wiggling tail and flapping wings. Shade raised his eyebrows in question.

“Some group of ponies has broken into the city!” he explained. “They took out the guards at the gate and are coming to the castle now. I think they’re planning to fight through one of the posts.”

Shade couldn’t believe his luck. Just when he thought that his chances of getting into the castle were nonexistent, something like this happened. Perhaps fate itself wanted him to succeed. He jumped on his hooves with renewed energy and Sketchy led him to this mysterious group, explaining the details on the way.

“No, I don’t know who they are,” Sketchy said. “They don’t look professional, I think it’s some local resistance to help the Princesses.”

That thought spoiled Shade’s mood a little — even though those ponies had the same goal as him at the moment, ultimately they were his enemies. Sketchy took to the air a few times to look for the group and soon they were just a turn away from them. Shade stopped Sketchy just behind the corner and gestured him to be quiet. They listened.

“…There are just five ponies at each post. We’re going to fight our way in,” a mare’s voice said.

Shade took a risk and peeked from behind the corner. His mood dropped rapidly when he saw who exactly was in the group — Sundae and her accursed friends. If they got into the palace together, there was no way he was going to pass for a law-abiding citizen. They all knew who he really was.

But getting into the palace was the only way Shade could save his marefriend. Even though they probably considered him the very essence of evil, he was sure they wouldn’t deny the help Fleur needed. On the other hoof, he would be put in the dungeon as soon as the Princesses learned of his role in the events.

That would put an end to his plans. Years of work and all for nothing. But ultimately, Celestia and Luna’s rule, as bad as it was, was better for Equestria than Tenebris’. And Tenebris had stolen his organization anyway…

Shade decided that he would do everything in his power to stop her, even if it meant he had to work against the very organization he’d built. That was a decision Shade didn’t take lightly, but it was a necessary one. Maybe he wouldn’t be even sent to Tartarus himself as a reward for helping the Princesses.

But the main reason was that Fleur was about to die if he stuck to his delusions of power for any longer.

“That’s a dumb plan,” Shade stated loudly, even though he’d wanted to do the same just a few minutes ago. “But I have a better one.”

He didn’t, really, but he needed to say something to stop Sundae from attacking him at the first sight. Her face changed from worried to shocked upon noticing him and she and her friends tensed up. The ponies accompanying them didn’t know what was going on, but they prepared their weapons just in case.

“I understand that you see me as your mortal enemy, but our goals are similar at the moment,” Shade said deliberately slowly, using the moment of surprise.

“Our goals?” Sundae repeated stupidly.

“Unleashing Tenebris may have been the biggest mistake of my life,” Shade sighed. “She…She’s not the pony I thought she was. I will help you to stop her.”