We Remember Everything

by Thunderscourge


You Can Have Everything You Have Ever Wanted

A/N: Special thanks to D48, Evowizard25, Ketvirtas, and Killabyte in particular for your more in-depth reviews last chapter, but thanks to everyone who let me know how much they enjoyed it! I hope that you continue to do so and let me know what you think about it in the comment section below!

Warning about yet another tough chapter. Brace yourself with the promise that I do indeed like happy endings. We just aren't anywhere close to the end yet.


“You won’t get away with this! Princess Luna will come back and kick yer flank!”

Loki partially missed the silence that had been found in the throne room before Chrysalis decided to make him babysit the special prisoners they had accrued as she went about finishing up the Canterlot invasion and round up the few strays still left.

It all started when she noticed that he had taken the wounded filly and willed his mind controlled Rainbow Dash to go about patching them up. Chrysalis had noticed and decided if he had such a fondness for treating the enemies, he could make sure none of the others went and died before the execution time.

With Luna opposing them so staunchly now Loki had no way of stopping Chrysalis from killing those in her way, except maybe killing her. He considered himself lucky she was laughably arrogant and wanted to make a show out of whole killing them thing.

Since none of the prisoners had originally been awake, Loki had been able to control them like their Pegasus ally. Not that it would do him any good even if he did control them, all of them being so woefully weak compared to him and presenting no true threat.

Then they woke up almost simultaneously and the nagging began.

Loki rubbed his forehead with a hoof as he tried to calm the growing headache he had, “I apologize for the shackles, I really do,” he removed the hoof and glared at Pinkie Pie, “Except for you. I never found you all that endearing.”

“Hey, I thought we were friends!” she complained loudly, trying to shake off her green-goo shackles that the changelings had placed upon them. Loki had little faith in the strength of them, but he could always knock out the mares should they actually break free. They had nowhere to run with all the Changelings around in the halls and streets.

Loki could truly not bring himself to like the mare, for her complete radiance of cheer angered Loki. No-one could be that happy constantly and be sane, and his brief experience with her beforehand had not endeared her to him at all, “Not everyone you meet is a friend, nor do they want to be. You really ought to learn that,” a side effect of his partner’s planned event actually brought a smile to his lips, “Not that it will matter when Chrysalis executes you.”

A knock on the door revealed Chrysalis, who had come to pick up the prisoners. The stage was set outside for their public devouring and the starving Queen could not wait to feast upon those who had thwarted her plans not once but twice, “And oh how I will enjoy that moment when in front of the masses I-”

She was not the only one to arrive, however, as a large portion of the ceiling burst and a jet of purple-black mist rushed in through the opening. The room darkened as the night sky became apparent and as the mist swirled around it, soon thereafter grouping in the middle of the room between both Loki and Chrysalis.

Both smirked at the sight of Nightmare Moon’s imposing form, while the captured ponies only gasped as she stepped over the unconscious Discord.

Loki spread his wings and leapt down to where Nightmare Moon stood, looking Luna’s transformation over with great curiosity, “You return, and in the form of an usurper. Have you had a sudden change of heart?”

Luna looked at down to him with narrowed eyes, nodding silently before glancing over to Chrysalis. Loki gave her a confused look that was hidden from Chrysalis’ view by Nightmare Moon’s body, but a smirk and a nod made the trickster realize what she was getting at.

Chrysalis approached Nightmare Moon with a cackling laughter as Loki stepped to be by Luna’s side, “Glad to see that you have come to your senses,” Chrysalis turned around to face the captives in the room’s corner, “Now, we can finish-”

The leader of the Changelings found herself victim of not one but two powerful strikes to her backside which sent her crashing forward, only to be struck again and again before she could even react.

“I do not particularly care for those who would harm those I care about,” Nightmare Moon snorted as her horn stopped glowing, her face contorted in anger as she tried to keep her power in check. She would kill the Changeling Queen if not for how every time she used her power she risked letting the shadow take over, for it was through its power that she could defeat such a powerful foe so easily.

Loki too stopped firing with his scepter and walked forward, approaching the spell-burnt body of Chrysalis that he was sure had more holes in it than before on the wings and limbs.

He chuckled as he poked the unconscious Chrysalis with his scepter, receiving no response, “Well done, Luna. Now, we had best-”

His words did not finish as another bolt of magic crashed into him, Nightmare Moon snorting as she backstabbed him as well to the surprise of the girls in the corner, “That includes you, Loki. As much as I love you, you have harmed everypony we love. Including yourself.”

The shot failed to do anything, however, as it passed right through the illusion of Loki. He had anticipated the possibility of Luna turning on him and had prepared as such. He admittedly was both glad and disappointed Luna had done so for exactly the same reason.

Not that he would tell her.

Loki sighed from behind Luna, where he charged up the power of his scepter but held his fire, “How poetic. But you forget, I hold the power here, especially now that I will have complete control over the Changeling forces as well.”

Nightmare Moon turned to face him with a scowl, having been outwitted by Loki, “Why not use your controlling magic on her right now as we speak?”

“Unconsciousness wears the effects off I am afraid, so I will have to wait for her to awaken,” Loki cast his gaze over to Chrysalis, who did not stir in the slightest, “I do hope she gets up soon now that our alliance has fallen to pieces.”

The revelation about the scepter’s power made Nightmare Moon’s eyes widen in gleeful surprise. If that was the case, she knew exactly what she had to do.

The former villain of Equestria began to charge her horn just as Loki did his staff, “Is that so?”

She dodged to the side and let out the burst of energy from her horn straight at Loki. He deftly dodged it and fired back, missing due to her movement and not firing another blast because of the yelp of pain he heard behind him.

Loki turned to see that the mind controlled Rainbow Dash he had kept as a guard had just been slammed into the wall and now fell to the ground beside the still unconscious Scootaloo. She was out before she hit the ground, making Loki snarl, “Smart move, but what help can these pathetic equines be to your cause when I hold your sister under my power?”

Her reaction was not what he expected, “As distractions,” Luna changed her target and fired out multiple beams of purple-blue-green energy. They collided with the goo keeping the heroes from Ponyville from moving, which let Nightmare Moon enact the second part of her plan, “Get him while I take out my dear sister.”

The whole display made Loki laugh, as he was quite sure her attempt would be futile. He nodded towards Nightmare Moon and willed Celestia to attack her all out, not pulling any stops like before, “I appreciate the effort, but-”

A blast to his helmeted face cut Loki off and made him grunt in pain, his head turning to face the purple offender. Twilight rushed towards him as she fired more shots at him all the while yelling.

“That’s for everypony you’ve hurt!”

Loki lifted a brow as she and her friends charged at him, “Everyone I have hurt? So says the murderer. Tell me, how is that Changeling you shot doing? Did you ask him?” Loki flapped his wings and jumped over where they all had originally been, making their charge pointless, “Well, I guess it would be hard to when he is laying in pieces outside where you slew him.”

As she turned around to face Loki Twilight had her eyes grow wide. His words cut into her as she tried to think about what they might mean, “What?”

“Focus, Twi!” her orange ally with neither horn nor wing accosted, already beginning to run at Loki again while a furious yellow Pegasus and howling angry pink monster followed behind.

Twilight lifted a hoof up as the others rushed past her, “But-” she shook her head, trying to think about how Discord once used mind games to mess with them, “Nevermind! I’m going to take you down!”

Loki laughed as they all crashed through one of his illusions. Such minimal effort with such great effect. As they steadied themselves and looked for where he had gone, he took a shot at them all with a focus on Pinkie Pie.

She turned around to face him only to catch a blast of energy to the face, singing the poofy mane on her head and knocking her out in one shot. The others did not take kindly to this, and Twilight teleported to where Loki had moved. Just as she reached him she let out a shot at him, not hitting but also putting the prince on the defensive for a moment.

That moment let Applejack slam into him at full speed, pushing him back a bit with the impact but not causing any true harm because of his natural toughness and the armor he wore.

It did, however, then allow for a followup blast from Twilight’s horn that actually made Loki feel pain. He was surprised by the former Unicorn’s magical power and was realizing that he had sold her short and underestimated her.

As such, he lunged at her with a swing of his scepter with the intent on taking control of the young Alicorn. If he could harness her power as well as Celestia’s there was nothing Luna could do to stop him before he could finish stalling for time.

His strike missed as a yellow flash tackled the scepter down, the pony wrestling it to the ground being none other than Fluttershy. Loki groaned at the inconvenience before using his magic to lift the scepter back up, Fluttershy clinging to it. With a strong flick she was thrown to the side where she crashed into Rainbow Dash.

The previously unconscious blue mare rubbed her head as Fluttershy apologized for colliding with her, “What the heck is going on here?”

A quick look around the room revealed Loki fending off Twilight and Applejack, Nightmare Moon fighting Celestia in a beam tug of war and winning handedly, and also a sleeping Scootaloo beside her. Rainbow Dash shook off the dizziness she felt and flew up and at Loki, “Oh, right!”

The prince dodged Rainbow Dash’s lunge, “Get out of my way-” this then left him open for another strike from Twilight which grazed his side and ruined a part of his outfit. That hurt him more than whatever hits had struck him before, and he seethed as such, “This was a gift from Luna.”

“You obviously don’t deserve it!” Twilight retorted as he charged at her, swinging the scepter furiously at her with the intent on having one of its many blows strike her heart. Not to kill, but to control her for it required a connection with a being’s heart for whatever reason the creators had decided.

“How dare you use my masterpiece in such an uncouth manner!” a voice called from the still open doorway, revealing the white Unicorn Loki had little experience with.

“Rarity?” Applejack questioned before a swing from Loki’s scepter knocked her over on her side and a blast sent her tumbling across the ground.

Rarity growled as she ran towards the fight with her horn glowing, “I would not have made that if I knew it would be worn by such a terrible pony.”

That gave Loki and idea, and he avoided the charging mare not by dodging left or right but rather by grabbing her horn in one hand and diverting her charge, “Too bad for you I am not a pony.”

His sudden transformation into his Asgardian form caught all of his combatants completely off guard, as they had no idea what he had just transformed into. He now stood at a smaller height and much lower overall size, but the similar clothing and helmet made it certain it was the same being.

“What-”

Rarity’s question would not be answered as Loki grabbed his scepter in hand and slammed it down on her back, smashing her strongly into the ground. With a moment of respite Loki turned his attention to where Luna continued to engage her sister in battle.

Celestia had been losing their fight quite terribly, not landing any major blows against Nightmare Moon who in turn had blasted away at her sister with increasing power each strike. This was not because Nightmare Moon was trying to permanently harm her sibling, but rather because she was having a harder and harder time controlling the being that did wish to.

The only times she had actually been struck in the fight had been when she was too busy repressing the will of the creature she had fused with to focus on anything else, and even then Nightmare Moon was still in control of the situation. If she was not fighting her sister, who she would be able to beat on a regular day even without this massive power boost, Nightmare Moon would have won already given just how much of a beating an Alicorn could take.

Nightmare Moon groaned as she let out another shot, the will of the being surrounding her body surging to the top of her mind. She fought it off again as the shot connected with its intended target, Celestia’s head, and blasted her back at full force. The resulting crash into the wall made the white furred princess fall almost lifelessly on the ground, letting Nightmare Moon let out a deep breath.

“Sleep, sister,” she whispered as she noted the lifting and falling chest of Celestia, who was luckily still breathing. There was once a time when Luna would have gladly finished her in such a moment of weakness, but that had passed. As flawed as Celestia could be, Luna knew that her elder sister meant well and was good. She would not let this creature finish the job it had started a thousand years prior.

Seeing his trump card fall made Loki panic as he realized he still had not reached the time he needed to stall until. He knocked aside Twilight and put space in between himself and the mob of ponies all piling on to him, cursing as he did so, “Damn you all.”

In the middle of the room Discord began to move a bit as he mumbled weakly, “I haven’t seen this many stars since my head got stuck in Luna’s mane.”

Nightmare Moon approached Loki who was now in between all of the ponies who were opposing him. She smirked at him as she realized just how much she had managed to turn the tables on him, “An interesting turn of events, would you not say Loki dear? It is not too late to stop this. You can still be forgiven, just end this,” she felt her eyes soften against her will, her voice also softening, “You can still be with me...still have everything you could ever want…”

“I know,” Loki responded with a lowered gaze, “But I cannot.”

He looked back up to her with pleading eyes, “Luna, come with me. Think of what we could do together. No-one could cast us aside, tell us how to be...together we could be so much more. We would be the greatest team there ever has been. There would be nothing out of our reach. Limitless capability.”

Nightmare Moon shook her head as she felt tears threaten to run down from her eyes, “I am sorry Loki, but I cannot either,” she successfully fended off the water stream and approached Loki with an outstretched hoof, “Would you care to tell me what your goal is in doing all of this?”

Before Luna could touch Loki or he could respond, another voice cut in from behind Luna.

By where she had been utterly wrecked in by the betrayal she had suffered Queen Chrysalis rose to her feet weakly and scoffed, coughing out blood as she spoke, “Hah, all he is trying to do is make his master think-”

Loki’s eyes narrowed at her, “Look at that, you are awake now,” he lifted his scepter and pointed it at his former ally, “I would greatly appreciate you never speaking again.”

Instead of firing as everypony else expected him to do, Loki instead leapt with great agility at Chrysalis who was too wounded to avoid him. His scepter collided with her chest and tore partially into it as its magic began to wash over her, her green eyes becoming a matching shade of blue to Loki’s.

“Keep them busy,” he hissed to Chrysalis as he bolted towards the door.

Seeing his attempt at departing, Nightmare Moon slammed her hooves down angrily and chased after him, “Oh no you don’t!”

Chrysalis moved to intercept her, but Nightmare Moon easily bashed aside the wounded Changeling in her attempt to give chase to Loki. It did, however, but Loki enough time to put some distance in-between himself and Luna which he used to transform back into his equine form so that he could gallop away faster.

“Loki! Get back here at once!” his pursuer called out to him as she barreled down the hallway and over Changelings after him, not even paying attention to where they were headed as she continued to charge.

Loki kept running through the halls until he took a sharp turn into a room that Nightmare Moon knew all too well, and was surprised to see him run into.

“Celestia’s room?” she questioned to herself as she continued to chase him. Upon entering the room she instantly noticed that Loki was jumping towards a mirror in the room, but instead of crashing into it he instead passed through it like it was some sort of portal.

Realizing that he must have some good reason for this, Nightmare moon leapt towards the mirror as well without a second thought.


Entering the portal made Luna feel like she was using a teleportation spell, her stomach feeling sick and her mind spinning as she was forced through space. The feeling felt like it would never end, with colors and things flashing by the Luna could not even hope to comprehend. Her entire body began to tingle as it continued, and by the time it ended Luna could almost gasp in pain because of how weird her body felt.

At the end Luna found herself gasping on the ground of some unknown place, but what caught her attention was not the hooves she should be looking down at but the hands with fingers on them that replaced her blue hooves. The pale skin was even paler this time around from when she last transformed, and Luna noticed as she rose from being on her knees that her frame was different. She was taller and larger in most ways, yet retained a more thin frame overall.

Ignoring whatever magics had to have transformed her like when Loki visited her own world, Luna glanced about the room she was in to try and make sense of this more, “What is this place?”

The room was dimly lit and had flickering lights where destroyed metal structures lay. Bodies of more humanoids lay about the room unmoving and without the signs of breathing Celestia had shown. Luna’s eyes widened as she noticed some figures in the room actually standing, including one she recognized instantly.

“Loki!” she called out, quickly running off the small platform she found herself on and at the man she had trusted.

A figure across from Loki with brown skin and one eye looked over to Luna as she rushed towards Loki, “A friend of yours?”

Loki scoffed at how he had actually been followed by the headstrong mare, “Yes, actually. But I do not believe she will be siding with me currently,” Loki smirked at her as she tripped over a fallen body, not fully used to her Asgardian form, “Had a change of heart, Luna?”

A bolt of lightning shot past him and Loki began regretting how he taught her how to use magic in this form to pay her back, “Well then.”

The humanoid closest to Loki’s side lifted a small device Luna had no idea about up and aimed it at the darker skinned resident in the room, a loud bang quickly followed by the dark skinned man falling over. Luna stopped rushing towards Loki to look over at the fallen man, a debate raging in her mind about whether to go help him or to pursue Loki, who had turned and was leaving the room with a various group of other people Luna had no idea about.

Realizing that the shadow presence had disappeared for some reason and that she could effortlessly choose to do something selfless, she rushed over to the side of the fallen man and cast her healing magic where she could see his wound. She did not know how the hand device with the loud bang worked, but she would not let it kill someone.

The room was littered with enough bodies she was sure Loki had killed from the scorch marks and throwing knives apparent on them.

After her spell the man on the ground began to get up, no longer clutching his side. Luna helped him all the way to his feet and asked, “Are you okay?”

He nodded to her and turned so that his one eye could see her, “I have no idea what the hell you just did, but thanks,” he pulled out another device Luna had no idea about and brought it to his mouth, “Give me a moment, okay? ”

Luna nodded as he shouted some orders into the device, probably some sort of message carrier Luna hypothesized. After a brief exchange he turned back to Luna.

“You, lady in the black dress, come with me. We have to get out of here and catch that boyfriend of yours before he does more harm.”

He ran towards the room’s exit and Luna followed behind him, her eye catching a swirling vortex opposite the exit and towards where she had appeared. Had their appearance made this vortex appear Luna wondered to herself briefly before it no longer was in sight.

It took a bit of effort for Luna to adjust to running on two legs instead of four, but her practice with Loki made the task not the hardest of things she had ever done. She kept up with the man until the reached what looked like a large metal contraption shaped like an oval with a tail jutting out the back and with straight spider legs on top. Seeing him climb aboard it led to Luna doing the same through the open part on the side.

Luna took in a breath as the machine jumped to life, the spider legs on top spinning rapidly and the contraption lifting off the ground as if it had wings. Apparently this was some kind of flying carriage that did not need to be pulled or enchanted, so Luna just kept quiet as it took off. Apparently it would lead them to Loki, and that was all that she cared about.

After the vehicle flew out a bit and the sight of another metal contraption that could move, only this one on the ground, came to view Luna looked to the man beside her, “How many-” she cut herself off before she could say pony, “people has Loki killed?”

He did not look at her as he pulled out a similar device to the one that wounded him, “I can give you an exact number later, but right now I am a bit busy trying to stop a crazy ass Asgardian from stealing the most powerful object I have ever seen.”

“Object?” Luna questioned, curious as to what it may be. Would it explain all of this madness Loki was causing?

“Not the time!” he scolded as he moved to the side of the vehicle and began letting off the same loud banging noises that had harmed him, Luna looking over his shoulder and noting that Loki was on the back of the ground vehicle.

“Can those harm him?” Luna questioned.

“They didn't when he was killing my bodyguards, but they can stop that vehicle!” he responded just as a blue blast went flying from the ground vehicle into the one Luna found herself in. The light from the blast was fully visible in the night sky, especially as it tore through the section of the flying metal box right next to Luna.

The vehicle began to spin and twirl, rapidly losing altitude with the dark skinned cyclops besides Luna bracing himself as it did so.

“Jump!” he yelled as it drew closer to the ground, doing the action himself to escape the falling death machine.

Luna, not having had much experience in the whole jumping with two legs thing, questioned him a second too late, “Jump?”

Realizing that there was yet another two-leg in the front of the flying machine, Luna used her teleportation magic first to go there and then to teleport into the relative safety of the ground with the pilot in tow.

As the flying machine crashed and the one of the ground Loki was riding in drove off in the dark night, the cyclops looked to Luna as she wiped off some dust that kicked up on her, “Are you okay?”

Luna nodded as she looked down to the other humanoid by her side, who was letting out a sigh of relief.

She had no idea what was happening, but Luna intended to find out. That way she could stop Loki and bring him home.

Because, maybe, if it made sense it would stop hurting so much.


A/N: Thank you for reading, and I hope you don’t hate me too much! I would very much appreciate hearing from you about what you thought, and that you will join me next chapter as the battle continues!