In the Shadows of Starlight

by IMFoalishFace


Becoming Aquanted

Twilight had been woken in the wee hours of the afternoon having slept..... decently and rose feeling refreshed if still haunted by her nightmare.

Twilight had originally rose with Sunset bleeding out at her hooves, the other alicorn's breaths gurgling in her throat, while Rainbow was consumed by a pile of metal and electronics in the background. The rainbow mare had vanished with a plea for help to her friend as she was absorbed and ground into the parts. Eventually, the bloody mass of metal stood in an equine shape and glared at Twilight. The metal on the ground had started slithering toward her and she had turned to run, just to see a flash of light in the distance followed instantly by pain and a crack. She'd fallen and laid bleeding as the metal consumed her legs and started wrapping around her head. Darkness had creeped into Twilight's vision as she was lost to the machines when she saw Starlight walk up and look down at her. The pink mare shook her like a mother would a foal, smiling sadly, and saying: "Be strong, I believe in you..." Then, Twilight had realized that it wasn't Starlight shaking her, ending a dream that would warrant investigation into her mental heath indeed.

After rousing her, Lemon Hearts had given Twilight a bag of bland oatmeal and herded her over to Captain Sparkle's corner. The rest of the group, sans Lyra, was gathered around quietly waiting and finishing dinner as their leader collected her thoughts. Twilight had the sneaking suspicion that the Captain hadn't slept during the day. All the same, nopony voiced any concern about her well being as they all continued to wait.

Twinkle had Minuette wrapping her neck in a bandage and her forehoof in Moondancer's lap. Twilight couldn't help but marvel at the artificial limb as Moondancer worked. It started at the shoulder and now that its fabric cover had been removed Twilight could see the sophisticated mechanics that replicated Twinkle's organic limb. Metal digits that Twilight had identified as fingers sprouted from the sides of the hoof allowing for the manipulation of things only a unicorn's horn could hope to hold with ease. Moondancer was examining the hoof at the lowest joint of the leg, working to free it where a plasma blast had fused it.

Twilight had taken this as a cue to study the rest of the entourage and she arrived at the conclusion only herself, Minuette, and Moondancer were without augmentation. She had seen Lyra's fingers last night holding her rifle and a hole in the fabric of Lemon Hearts' baring had revealed the metal beneath. Twilight was really quite thankful for an explanation of how her counterpart was able to shatter bone and leap immense distances, though Sparkle did still seem much stronger then her peers.

Twilight had eventually noticed that her observations were making the other ponies uncomfortable and stopped. Not to long after, Lyra came into the basement and had a short discussion with Sparkle, gesturing to a map drawn on one of Rarity's pads. After receiving Lyra's report, Sparkle pondered a few seconds more as her troops finished eating.

"All right, girls. The army troopers have almost made it to town so we'll be moving as soon as possible. There's three platoons of ground troops approaching from the northeast and two other units securing a western perimeter." Sparkle levitated up the magic-drawn map of Ponyville that showed an X over their current location, several blocks to the northeast of town, a line of triangles to the west, and a circle to the southeast of town. Several lines connected the X and circle in round about ways. "There's also a company of pegasi over head.

"Our rendezvous will be an old orchard house here." She gestured to the circle. "Now, we have wounded so we're going to split up. Minuette, you'll be taking Twinkle and the Princess through the streets of Ponyville. Stick to the shadows and try not to engage at all costs. You'll have to make a mad dash across this area between the edge of town and these rolling hills; watch out for the old runes and local wildlife. Lyra, Moondancer; you two will move to this hill on the south side of town and provide supporting fire for Minuette's group as well as Lemon and me."

Sparkle turned to her subordinate. "Lemon, you and I are going to be causing a distraction. We'll move to intercept most of the ground troops as they enter town, here." She pointed near the rectangles to the northeast. "After we're done, we'll fall back to the Everfree forest and then move southeast to the rendezvous point. Lyra and Moondancer move out as soon as Lemon and I make the tree line.

"These ponies are regulars so only engage them if it's absolutely necessary. They're just following orders and not going to be that much of a problem for us, understood?"

Everypony soaked in the plan for several seconds. Twilight didn't think she was in the position to question her own plan and it seemed solid enough, even if...

"How exactly are you and Lemon Hearts going to be distracting those troops?" Twilight even raised her hoof in the air like a school filly.

"We're going to jump out and shake our plots at them and you guys run off while they're distracted. What part of this plan don't you have a grasp on." Lemon Hearts' dead pan elicited snickers from Lyra and Minuette. Even the marbelly-stoic Captain Twilight Sparkle spared a smile.

"Our little group has a reputation, Twilight," Sparkle looked at her temporal reflection like one would a child who asked an extremely naïve question. "I'm simply going to walk up to them talk about how they should leave. That if they don't, I'll spring my super cleaver trap and kill them all with a look and a cough. That'll scare them for a while and if they realize my bluff I'll stun a couple and Lemon will cover me as the two of us draw as many away from town as possible. Bust through this picket line," Sparkle pointed to the tringles to the west of Ponyville, "and make our getaway to regroup with the rest of you ponies."

"Ok...." Twilight said, still unsure.

"Where are we going after we get out of town?" Twinkle questioned.

"I'm...... still working on that..." Sparkle's voice trailed off. "Our first objective will be getting somewhere we can lay low and get you and the Princess fixed up. At that point, I wouldn't be surprised if half of the home guard and the Starbolts after us. We'll need to get Starlight out of the Kingdom's hooves but we'll get to that in due time.

"Right now, we need to keep our heads in the game. We get out of town and escape into the Everfree, then we can worry about the next course of action. Understood?"

Part of that last question was a dare but not one Twilight needed to answer. Sparkle had a level head, her objectives straight, and Twilight's own head wasn't working well enough to challenge anything more. She should be seeing more issues with the plan and feeling more stress over everything in general but it made sense for her to be suffering from some impaired judgement. Besides, as crazy as Sparkle's plan to deal with the soldiers outside was, Twilight figured that she wasn't going to be dissuaded from it.

Nods of understanding went around the group and they broke apart, Twilight was instantly set upon by Minuette. The medic of the group changed her bandages and then lead her over to one of the basement's high windows. The ash from out side had piled up under it and Minuette scooped up a hoof full of the stuff and started lathering it all over Twilight.

"You seem quiet," came the probe.

Twilight nodded. She had no idea how to respond to that. Part of her was still thinking she should be angry about the mare just slathering her with dirt but the thoughts just wouldn't solidify.

"Tell me about your home."

"Huh?" That was unexpected. "What?"

"I need you to prove to me that you're more then just a vegetable if I'm going to be dragging you across town. Home is always something that will get a response out of somepony. I'll take tears and sobbing over the stare any day," Minuette responded. "So, tell me about your home. Unless you have something else you would like to talk about."

Twilight contemplated for a moment before saying: "It's nice. Picturesque really. There's none of this. No war, no burned away valleys, no suffering or hatred. Just ponies living in love and harmony.... What happened to this world?"

"What do you mean by that?" Minuette seemed entertained at the question. Her voice took on a masculine, snobby imitation of a primary school history teacher from back in the day. "War, my dear child. Fighting, suffering, dying, tragedy, heroism, etcetera, etcetrera. Time ran its course, there were effects to causes, blah, blah, blah." Her speech returned to normal. "It sounds to me that you have a better idea of what happened here then I ever will."

"I guess. It's just that this world is so different. Even from all of the others I saw. It's like a dream........ or a nightmare really."

Minuette's let out a short, cough-like laugh as her face darkened. It was the kind of laugh a pony gives when the joke was more tragic then funny but it would hurt too much to do anything else. A moment of silence passed before she asked: "Did that other mare -Starlight- really figure out time travel?"

Twilight nodded and Minuette went on, awe dominating her expression.

"Wow. So, it was her messing around in the past that caused our worlds to diverge?"

Another nod.

"What on earth could she have done to cause this?"

"She made it so that my friends and I would never get our cutie marks at the same time. That we would never have our special connection or become friends."

"And that leads to the destruction of the tranquil Equestria?" She stifled a giggle. "Somepony's got a big ego." Minuette teased.

Twilight thought of Rainbow's reaction when she had been told about the alternate futures. She laughed in spite of herself. "You have no idea. We're the biggest deals in history since the Royal Sisters."

Minuete joined in Twilight's laughter. She was pretty much done coating the now grey alicorn.

"Sounds like quite the story."

"It is."

"Tell you what," Minuette stood up, wiped her hooves on the floor, and started moving to where her own gear was piled up. "We'll trade stories. We get out of town in one piece and I'll tell you all about Nightmare Moon and the wars; you get to tell me about that daydream you call a reality and your band o' god slayers. Deal?"

Twilight smiled. "Deal."

Minuette pulled on her armored vest, tactical harness, and pair of saddle bags over the fatigues that she had slept in. Everything was a covered in grey that blended well with the surroundings but was conventional green-brown-black camouflage underneath the coating of ash. Minuette finished with a helmet that featured a cut out and guard for a horn. The rest of the group was already suited up and getting ready to move out. All of them were dressed similarly, Sparkle having ditched her fetish gear. Minuette and Moondancer (who's headgear featured a visor with a display of some sort) were the only ones to make use of a helmet though. Lyra wore a black ball cap and the rest of the group went bare headed.

"I'll see you on the other side girls." Lyra's happy go lucky attitude toward the situation unsettled Twilight. The rest of the ponies turned and saluted their sniper and her spotter in mock ceremony as they made to move out in the gathering darkness.

Moondancer glanced at Sparkle before raising a hoof silent farewell to the rest. Then the pair was gone up the stairs and into the darkness.

With the first team away Twilight prepared herself for the upcoming mission. Her task was the simple one of getting out of town in one piece. It wasn't complicated but Twilight wasn't going to think it would be easy for a second. She could walk decently but managing anything more then that would just dissolve into some sick parody of movement. Probably resulting in her broken and bleeding on the ground, a trooper's rifle pressed against her head.

Twinkleshine limped up next to Twilight and sat down. Sparkle was having a final word with Minuette in the back ground as she and Lemon Hearts were preparing to leave, Minuette would be taking her group out soon after. Twinkle just settled next to Twilight and stared at her jammed hoof, Moondancer not being able to fix it. She looked uncertain, troubled. Twilight reflecting the feeling decided to initiate a conversation.

"Nervous?"

Twinkle nodded but otherwise stayed silent. Twilight guessed that wasn't all that odd. She had always been a bit distant from her friends in Canterlot but she remembered that they had been bound together out of necessity more then anything else. They had been six socially inept mares that hung out because everypony else wouldn't accept them. Twilight: an obsessive freak. Moondancer: the painfully shy. Minuette: a ball of energy who was so distractible she couldn't finish her own sentences. Lyra: the trotting definition of eccentric amongst several diverse examples. Lemon Hearts: the rather blockheaded yet somehow cunning mare who was always getting into trouble. And Twinkleshine: a voice of reason that didn't have much to say. Twilight didn't remember ever meeting any of these five for the first time but she was pretty sure that their teacher had just bundled all of the troublesome fillies in class into one group for a project of some sort. The rest was history that Twilight had mostly forgot but she remembered Twinkle as a pony of a few very well crafted words; not shy, just quiet. She had always been the pony that was turned to when another needed a wingmare, Guinea pig, lookout, different opinion (from peer reviewing essays to judging potential love interests), additional teammate, or shoulder to cry on.

"Me too." Twilight responded.

"You've got more than enough reason to be but if your anything like our Twilight you should be fine. We just need to watch our footing and not get spotted. Minuette's pretty sharp and if there's a pony that can cause a distraction it's Lemon Hearts." Twinkle's voice was soft and soothing.

"I just hope that I don't fall flat on my face."

Twinkle gave an amused sigh at that. "I don't know if I'll be able to help you out of a pile of dirt when I'm laying in another one forty paces back."

"Hopefully not, I really don't like the idea of dragging you two all the way to the rendezvous," Minuette approached as Sparkle and Lemon moved toward the stairs out of the basement.

"Minuette, Twinkleshine," Sparkle turned to each of her subordinates before arriving on herself, "Your Worship," Twilight's nose crinkled at that. Captain Sparkle gave the tagalong, her wounded trooper, and their caretaker one more look over. "Good luck." Quick and concise.

Twinkleshine snapped off what would have been sharp salute save the crooked fore hoof while Minuette's was much sloppier but her smile made up for it. Twilight settled for a nod and a smile at Lemon Hearts. The two mares climbed the stairs, waited at the exit for a second and were gone into the darkness.

Minuett gave her charges a once over, hoof under her chin. After a second of deliberation she turned back to the basement and trotted over to a pile of textiles. She pulled out some thick sheets and levitated them into her saddle bags.

"There, can't have the two of you freezing to death while you heal," she said. She gave the basement one last look over for anything valuable.

Finding nothing she put on her helmet, walked to the foot of the stairs, turned to the other two mares, and jerked her head to the exit. "Upward and onwards."


They had made it across town without incident and were now moving along the east side, trying to minimize how long they would have to run across the open space between town and the hill's precious concealment. They had never really gotten beyond crawling, the cover provided by the ruins of Ponyville was mostly shoulder high at best with the occasional half-erect wall providing Twilight a place to stand up and straighten her crippled leg. Going had been slow but steady and there had been almost no sign of pursuers.

However, the company of pegasi had broken up to secure the village's north and east perimeters, a squad taking up position on the east side looking down a street. One of its members had taken notice of movement in the shadows as the three mares tried to move unnoticed. Now, Twilight found herself hiding under a piece of roof with Twinkleshine, Minuette was leaning against the low remains of a brick corner, the troops were talking to each other in the street.

"I told you, corporal, I saw something moving across this street," a young stallion said. He had Manehattan accent and probably a cutie mark but Twilight definitely didn't think he was old enough to be a soldier.

"Ehh, he was just jumpin' at shadows, frigin' greenbelly." An older, gravely-voiced stallion said.

"Or the ghosts." It was a mare that chimed in, sounding like she was an extra in a horror movie and knew it.

"That's enough! You three are making fools of yourselves and me. Now search through these ruins for any sign of the fugitives." The corporal's voice was irritated and dripping with disinterest.

"Ehh, if those mares had any sense they would be as far away from me as they could get," gravel voice claimed.

"Salt Lick, you've never been shot at in your life, I've been in the service longer than you." said the young stallion.

"Are you kiddin'? I've killed more people then you'll ever meet, kid. Seen things that you'll never be able to comprehend," Salt Lick growled.

"I cant say that I find the inside of a whiskey bottle that incomprehensible."

"Why I-"

Salt Lick's probable death threat was cut off from gun fire coming from the west. The chatter echoed across the leveled settlement ominously, sounding almost like maniacal laughter. Twilight shivered, she hated this Ponyville with a passion, the whole settlement was more like a haunted grave yard then her home. It wasn't helped by the fog rolling in from the reservoir to the northeast and Everfree Forest to the south. Topping off the atmosphere was the low wailing of the breeze blowing through the ruins.

"Corporal Star Burst! What are you doing? We're supposed to be securing the perimeter of the town." The voice of the platoon's lieutenant flying over head sounded over the reverberations of the gun fire.

"Investigating a disturbance, Ma'am," Star Burst answered.

There was a pause before the mare answered: "As you were. Check it out and then get back to your post."

Star Burst waited for her to fly off before he hissed at his subordinates: "You three quit standing around like fillies and get searching."

"A-are you kidding? You're going to make us look through the remains of Ponyville? This place is cursed." The scared mare sounded like she was laying on the ground covering her head, quivering like a leaf.

"Look, there are no such things as ghosts, Dewdrop. This place isn't haunted and there is nothing dangerous about it other then some lingering dark magic."

Twilight took the discussion as an opportunity to raise her head a little and look into the street. The four-pony fireteam was standing in the middle of the intersection not throwing distance away. The white and green mare was indeed laying in the road with her hooves over her head. A dark blue stallion was standing over her while an older grey pony looked on. An orange, rail-thin colt was looking west toward where the ground troops were chasing Lemon and Sparkle. They all wore dark, flat green uniforms with helmets and combat boots. These pegasi weren't as predisposed to aerial combat as the guards and blues had been. Instead of full battlesaddles with heavy machine guns or plasma rifles they had harnesses that would carry their carbines in a similar position but with a quick detach to use the bite grip. The design allowed the troopers to fly with the weapon secure and trained ahead were it would be most effective for a flying pegasus but then when they moved to the ground they could take them off and carry the guns conventionally using their mouths.

The mare looked up and Twilight ducked back down, Twinkle shoved her in the ribs and Minuette shot a disapproving glare.

"You're really going to tell me that this place isn't haunted? After what she did to them? All those ponies were desecrated and their spirts left to rot and wonder this waste," Dewdrop was starting to sound outright panicked.

"D-ose th-ee-ories abouut Nigh-mare Moon aw-ren't rea'we true. Are w-ey?" The kid spoke around his carbine's grip, starting to get spooked as well.

Clank-CRASH!!!

A rock that Minuette had lobbed into the ruin across the intersection, cattycorner from the one she and the others were in, knocked over a decaying section of wall on an old cabinet still full of plates that shattered. Dew Drop jumped into the air and dove beneath Star Burst's hooves. The colt fired his carbine into the building, emptying a magazine.

Minuette forwent words and simply levitated her charges with her as she darted across the street into another ruin while the troops were distracted, the gathering fog offering enough protection from the eyes of the other fireteams a couple blocks away.

"CEASE FIRE!!!" Star Burst yelled over the cacophony.

"You idiot," Salt Lick smacked the kid upside the head, knocking him off of the ground.

"I'm sorry!" He answered defensively as he got up off the ground.

At this point Twilight, Minuette, and Twinkleshine were settled in their new pile of rubble on the other side of the street. Not a moment too soon as the sound of wings flapping was heard.

"What in Celestia's name is going on here?!?" A new, angry mare's voice screamed.

"Just a weapons malfunction. Nothing out of the ordinary," Cpl. Star Burst stuttered out.

"Is that so? Private, present you weapon for inspection."

The sound of the colt trotting over and the mare inspecting the weapon followed.

"Trooper this rifle is in immaculate condition. Fantastically well maintained, as it should be."

"Thanks...?" The colt answered the just furious mare.

"Tell me, why did you discharge your weapon?"

"Well.... I got spooked. Dewdrop was talking about those old Ponyville horror stories and there was the wind and the gunfire and I guess I just let my nerves get the better of me."

"I see. Corporal, if you lie to me again I'll have you court marshaled. Lieutenant Cloud Glider, I haven't issued any orders for troops to move into the ruins."

"Cpl. Star Burst stated that he was 'investigating a disturbance'," the lieutenant from earlier answered.

"And what disturbance was that, Corporal?"

"The private here thought he saw shadows moving around the streets."

"Is that true, Private?"

"Yes, Captain Blossomforth." The colt was shivering in his shoes but staying to the truth. "I saw a group of shadows passing through this junction."

"Ah still think you're jumpin' at shadows," Salt Lick chimed in.

"Shut up," Blossomforth snapped at the old salt before turning back to the private and softening her tone. "What did you see? How many shadows moved through this intersection?"

"There were three sets, Ma'am."

"And you're sure of that."

"Yes, Ma'am."

Silence sounded for a second before there was some hushed whispering. Twilight thought it sounded like Blossomforth and Cloud Glider. Minuette cursed under her breath and started prodding Twinkle and Twilight back further into the pile of debris. They crawled into the bay window of the attic of a house across the street from the one they were in, the roof now laying across the street. From there they dropped into a drainage ditch.

It wasn't a moment too soon as the pegasi opened fire on the ruin that the fugitves had just been in. A second long barrage was followed by Blossomforth yelling orders.

"Secure a perimeter! Cloud Glider, on the south side, you four follow her. Get me in contact with the Lt. Colonel. Tell her to stop messing around with chasing those other two through the forest and seal off the southern side of town...."

Twilight was prodded down the ditch by Twinkle. Minuette had already started moving forward, making sure it was clear to a covert that went under one of the crossroads. The three made it to the covert and Minuette turned to the other two in the cramped, spidery space.

"Twilight, you live in this town, right?"

"Yah..."

"Where do these storm drains lead?"

"They go to the Ponyville Reservoir." She know that memorizing Ponyville's infrastructure would come in useful one day!

"That body of water to the north east of town?"

"Yes."

"So these drains should lead to the south edge of town?"

"Just about. Most of that side of Ponyville just drains off naturally into the farm country and forest."

"Good. We'll follow these to the edge of town and then make a break for it."

"Ok," Twiinkleshine looked like she just wanted a plan that ended in her resting.

"Right," Twilight wasn't much better then Twinkle.

"Cover me, while I move to the next culvert."

"I've got you," Twinkleshine moved so that she could look at the right side of the ditch that was open to the street and Minuette raced off.

After she made it across, Twinkleshine went. Half way across she froze and slammed her belly to the ground silently. She laid for a second before peaking at what ever had spooked her and then moved swiftly to the end of the ditch. She looked back at Twilight and started gesturing. She slapped her hoof against her other fetlock three times and pointed directly to the side, she repeated the motion once and pointed to Twilight's left. She then put her hooves close to the ground and smoothed it with them.

Twilight hadn't really known what the slaps and pointing meant but she got 'lay low'. However, with her splinted leg that was easier thought then done. She hobbled along, hanging up on the awkwardly straight limb. She was three quarters of the way there when her hoof got caught and dug into the ground. The leg pressed into its damaged joint and Twilight bit her tounge to muffle a scream but a yelp still escaped.

There was a flutter of wings and a thump of something landing. Twilight looked over, tears streaming down her face. The colt was standing there, utterly terrified, with his carbine pointed at her. Twilight guessed his fear was understandable, he had just found an ash-covered alicorn trying to run through a ditch. The colt and Twilight stared at each other, lost for a course of action.

"Private, what's the matter." Cloud Glider's voice came over the edge of the ditch from down the street.

It cleared the colt's head and he moved the carbine to point right between her eyes. Than, Lyra's will reached out and, with a crack, turned the colt's head inside out. He fell into the ditch on top of Twilight.

"Snip-" Cloud Glider's call was cut off by another crack but the message got out to the company.

Minuette rushed up to Twilight and levitated the body off of her as the company was returning fire at the unknown assailant.

"Come on, we need to go."

She herded Twilight and Twinkleshine up the ditch initially foregoing crossing the streets through the culverts and eventually abandoning the ditch all together as they all stealthed toward the school house on the southeastern corner of town.

They arrived at one of Ponyville's most intact buildings, the schoolhouse was burned and leaned to the side but was still actually standing. It was as far as Twilight could go, she was exhausted and in pain from dragging her broken form across town. The tears streaming down her face built into full blown sobbing. Minuette brought a bucket of water from the well in front of the school and washed the alicorn of the bloody ash covering her. Afterward, the blue mare just laid across Twilight as she shook and wept, suppressing the sound and keeping her spasming from furthering her injuries. Twinkleshine scooted over and cradled Twilight's head and the two settled down to ride the third's fit out.


"... then after Starlight and I returned to our future, she took up a position as my student and everything was fine.

"Well, until I showed up in the middle of the night and ponynapped Starlight." Twilight had held up her end of the deal while Minuette had been redressing her and Twinkleshine's wounds then wrapping them in their blankets. She missed home but that feeling of longing was far better than the hollow feeling that had been consuming her.

"Wow, I guess you really are the most important ponies in the nation."

"I guess," Twilight said. "Now I've held my end of the bargain. So, what's different and what happened with Ponyville and Nightmare Moon?"

Both mares gulped and looked all around the farmhouse they were hiding in. Twilight had never seen the inside of the Carrot's home, the only thing that she knew about them was that they lived a few hills away from Sweet Apple Acers and that Applejack's only romance story involved one of the stallions in the family.

Applejack and Sweet Apple Acers, Twilight had been trying to avoid thinking about them. Judging by the state of things and the bit of delapidadted farm house she had seen, Twilight really didn't think her one constant in time was very intact. She had quietly been dreading learning what had happened to the rest of her friends.

"I guess Nightmare Moon is the best place to start," Minuette had found her resolve. She was now done with Twinkle's neck and wraped the mare in a blanket before collapsing on a sofa. "It seems to be the place were our timelines start to diverge dramatically.

"So, you, as in the captain, went to the Millennial Summer Sun Celebration. However, it was hosted in Canterlot and not Ponyville. You weren't involved with the preperations at all, you and the other STARs had been working for months on end and were told to take full advantage of the biggest party of our time."

What's a Star?" Twilight interacted.

"The Scientific, Technological, and Archaic Research Program," Twinkleshine answered. "It was run by the Guard and Royal Academy out of Celestial Laboratories. Twilight, Moondancer, and I all worked there under Sunset Shimmer after graduating from Celestia's school."

"We worked for Sunset Shimmer?" Twilight sounded confussed.

"She was and is one of the foremost magicians in the world. Being on her team at Celestial Laboratories was like making it with the Wonderbolts or performing at Maredison Square Garden. Shimmer was an exceptional leader and the research that we were doing was the most advanced and ground breaking in the world. It was a dream come true for all of us."

"What did you work on?" Twilight wondered.

"It was mostly developing magitech, archiving and rewriting spells, lot of development of earth pony and pegasi magic applications, all kinds of stuff really. We did a lot more- military specific stuff that bugged us all, but Sunset was good at convincing us that it was for the protection of Equestria and that benefits from the developments would trickle down to the average pony. Guess, she was right; there were massive jumps forward in non-magical medicine, communication, and a massive raise in the quality of living based off our work.

"Really, in hindsight, I see that Celestia had us working to prepare for..... well, this," Twinkle waved her hooves about her head, gesturing at her surroundings.

"What happened?" Twilight was done with exposition and distractions.

"Nightmare Moon returned," Minuette's face darkened as she said the words.

"For the thousandth SSC, Princess Celestia had fallen ill and was only going to be able to make limited appearances to the public but that wasn't going to put a damper on the festivities. I was able to get the whole group together for the first time since graduation. Twilight, Moondancer, and Twinkle hadn't seen daylight in at least a month, Lemon got back from her journey south, and we were able to pry Lyra off of her marefriend." Minutte's eyes filled with a few nostalgic tears for the better times.

"We all had gone to stay with Twilight's family when the sun didn't come up. While we were there, her brother had gotten an urgent message about mobilizing the royal guard. A pegasus from a town in the valley came rambling about a village being consumed in shadows from the Everfree Forest. Celestia was... unable to respond."

"What? Why?" Twilight didn't know of a pony more reliable and invested then Celestia.

"Officially, she had a case of feather flu, I think." Minuette looked off as she racked her memory but shook the distraction out of her head. "Shining Armor told us that she had gotten progressively more depressed as the holiday grew closer. She withdrew into her chambers three days before and he said that news of the message from Ponyville broke her. She was a sobbing, incoherent mess laying on the floor of her cambers; rambling off names from storybooks.

"What you said about Princess Luna explains why...." Minuette looked down at her lap as she gathered the strength to go on.

"Shining Armor sent a wing of guards to investigate and none of them returned. Then he lead an entire divisions worth of troops down into the valley to retake Ponyville and expel the evil there. He was confronted by Nightmare Moon, she wanted to see Celestia, he told her no and she squared off with him and his troops. They actually managed to drive her off and take the town, only to find it abandoned."

Minuette had to take a breath to steady herself against what came next: "That was when Nightmare Moon sprang her trap. She had set an ambush with the.... inhabitants." Minuette choked out the last words.

"Wait. She attacked the ponies of Ponyville?"

"No, she attacked with them," Twinkle had tagged in for Minuette, her face hard and eyes hollow. "Nightmare Moon used dark magic to twist, torment, and warp the minds of all the inhabitants of Ponyville. She used their nightmares to consume their minds and then she was able to warp their bodies. She turned them into Umbrum. Shadow ponies, demons, slaves in the image of Tartarus itself.

"There was nothing we could do. Several prisoners were taken by the guard and army for us STARs to find a cure but we never could. We saved one filly in the early stages from succumbing to the Nightmare." Twinkle's plaster face had a single tear running down it. "It was horrible, Nightmare Moon would plant her magic in the minds of her victims, it would latch onto their nightmares and fears, hatreds, insecurities, anything it could use against the host. That damn curse would break down a pony's mind and turn them into a mindless monster. Then it would corrupt the body. I'll never forget watching that mare from Ponyville.... melt and writhe in that isolation room. Shining Armor should have put her out of her misery far sooner. The victims' eyes turned milky and ran out of their skulls. Skin turned into ash colored putty and eventually what once was a pony was some demon hellspawn intent on serving its 'Empress of the Night'."

Twinkle spat out the last words, her voice scratchy as she finished speaking. Twilight was beyond stunned or horrified. Luna had been to some dark places but could she really do something so horrible? The Nightmare Moon of her timeline had spent her time occupied messing with Twilight and her friends with Celestia nowhere to be seen. Had her Celestia really been out right crippled with guilt and anxiety about the return of her sister? Twilight hadn't seen anything more of Celestia than letters on the few days leading up to the Summer Sun Celebration. The thought that she and her friends had been played with like toys was something that had been pointed out to Twilight before. She really had no qualms whatsoever about distracting physical gods so that they couldn't ravage the nation at large. However, being the plaything of the creator of what was just described made Twilight's stomach churn.

Twinkle had worked the bad taste of NMM's official title out of her mouth and continued. "The shadow ponies ambushed the Royal Guard and Army troops in Ponyville. It was a slaughter, most of our ponies didn't make it out. A lot wound up absorbed by the shadows."

Minuette had recovered from trying to recount the Umbrum (Twilight had a good idea what haunted her nightmares), she passed Twinkle a cantean for her hoarse voice and continued the story herself.

"Shining Armor and a group of survivors were able to escape and came back to Canterlot with Moon's forces hot on their tails. They besieged the city and Nightmare Moon offered the ultimatum that if we turned over Celestia she would leave our city standing; refusal would be met cruelly.

"Lots of ponies tried to storm the castle themselves and riots erupted. In the chaos Nightmare Moon was able to bypass the shield and confront Celestia. That was what got her to finally snap out of it. Got her to snap period. They fought briefly, Celestia and our forces were able to drive off the Nightmares and chase them back to the Everfree forest."

"Celestia and Shining Armor gathered an army of royal guards, regulars from around the nation, and every volunteer willing and marched right through the Everfree forest, burning everything in sight." She looked off again and an odd smile spread across her face. "It was the first time in the week and a half since Nightmare Moon had taken away the sun that the sky was bright and the air got a little warmer."

Minuette fell into a moment of revelry that Twilight didn't want to take away immediately. Twinkleshine, having said her piece was snoozing in her quilt. Twilight eventually grew impatient and cleared her throat: "What happened next?"

"They confronted Nightmare Moon in her palace in the Everfree," Minuette continued. " Celestia was able to over power her and break her hold on the sky, rasing the sun. For the first time in months...." Minuette's face became consumed in the memory briefly, pure bliss and joy at seeing the lost light of the world return. The expression turned sour though. "But the war wasn't over.

"Shining and his forces weren't able to trap and rout out the Nightmares in the Everfree Forest. Nightmare Moon marched all over southern Equestria attacking settlements. The fighting was brutal but scattered. Los Pegasus and Baltimare burned but neither of our armies came face to face. Celestia set the STARs on finding weaknesses to exploit and new ways to fight our opponents as well as protecting everypony."

"We looked into everything and anything," Twinkleshine spoke up again, blinking her tiredness away. "Celestia and Sunset had us digging through ancient tomes preaching rapture, foreign magic manuals, tech advancements, and each other's crackpot thesis papers. Searching for something that would give us the upper hoof on NMM and her forces." Twinkle shuttered. "And we found it. All of it. The archives of Canterlot contained mountains of dark and occult magic that we should have never looked at, let alone studied studied. Not to mention the new advancements." She rubbed her synthetic limbs together.

"When our armies met again it was a massacre. Nightmare Moon had conquered the Deer, Bison, and no small number of ponies that she turned to Umbrum . Her forces were supplemented with the other inhabitants of the Everfree: dragons, Ursas, timber wolves, cockatrices, and what not; warped by her dark magic. Then we had an army of thousands wielding the worst that had been found in over a millennia of magical and technological study, hastily pressed into practical use."

"Nighmare Moon's Last Stand was a battle on a scale of horror that hasn't been seen in Equestria, ever," Minuette was speaking now. "Our armies were pretty evenly matched and the savage fighting didn't show promise of a victor. Eventually, Celestia grew tired of the slaughter and pulled her forces out of the valley. She went right up to the gates of NMM's palace and faced the mare of shadows in single combat. Then she pulled some spell that wiped away everything."

"Everything?" Asked a stunned Twilight.

"Everything."

"Celestia beat Nightmare Moon and then teleported a ball of the sun on to the planet right in their midst." Twinkle said. "Just released it and it did the rest. Wiped way everything in the Valley."

"Not that there was much left...." Minuette said grimly.

"Wow......" was all Twilight could give. She had seen the destruction induced by the spell.

"Everything went down hill from there. The Changelings and Dragons made moves against Equestria. Several rebellions. The return of the Crystal Empire. There was rampant corruption and ruthless competition in the government. Everyone with ambition made a game of seeing who could topple the unsteady Equestria. Famine, riots, and the body counts just continued to grow. It was all just utter chaos."

"We, STARs had it really bad. We were working 24.7 in appaling conditions doing and seeing horrible things." Twinkle shivered at the memory. "We spent our free time hoping not to wind up in IRIS's cross hairs or get foalnapped and brainwashed by an enemy. It wasn't helped by the fact that we were working in a completion driven environment, there were more then a few of us got killed or framed or worse by our own. The strain broke many of us and loss of family and friends took others but we were driven on, knowing what failure would bring."

"Needless to say our little group fell apart along with the rest of the world," Minuette spoke up. "Lyra joined the army after her marefriend died in Ponyville; Twilight followed after she lost her brother. Lemon was making a living working for the royal court in logistics. Moondancer and Twinkle stayed with Celestial Labs for a while, though."

Twinkle nodded and rubbed her forelegs together again, looking anxious. Twilight couldn't resist any longer. "Twinkle, what happened to your hooves?"

Twinkle looked down at her metallic limbs. "It was another part of the labs, a group of earth ponies came up with the idea of using some old earth pony healing magic to affix robotic implants onto troops. When I heard they were looking for volunteers, I saw a way out of the STARs. Lyra having already signed up for the program and talked Lemon into it sealed the deal. So, I became a Night Mare."

"A Night Mare? Bit of an odd name given the background, isn't it?" Twilight questioned.

"Supposedly they just wanted to forgo enemy troops calling us that any way. It was a little more finessed then calling us Umbrum as well but that's what we are pretty much. The first successful fielding of cybernetic enhancements."

Twinkle held up her hoof and used her horn to remove the metal shrouds. What laid beneath stunned Twilight, the flesh of her leg was perfectly and grotesquely fused with the added metal and mechanics that had drawn Twilights attention before. The hoof was entirely metallic with its artificial digits, the leg was flesh in places all the way down to the wrist around the front but Twilight could see actuators working beside the muscles underneath the skin; a particularly distinct piston in place of the Achilles tendon. Further up the leg, above a metal knee plate that much of the hardware was connected to, were three larger pistons surrounding her femur and controlling the lower parts of the legs in tandem with her muscles.

"We were designed to take on NMM's forces but didn't get out fast enough, put the Crystal Empire down when it returned, though. The augmentations gave us improved mobility and superior strength to deal with the mountains and crystal soldiers. Not to mention that fingers and being able to stand and run on two hooves is super useful in fights.

"It was really quite astonishing with us analogues," Twinkle said, in her soft tone. "They figured out how to use our muscles and their movements to control the inputs to the cybernetics since digital interfaces hadn't been perfected yet. Then they were able to use our natural nerves to give feedback on the limbs." She gave her good leg a twist and flex, the symphony of steel and meat carrying on perfectly. "Nothing but cleaver engineering, a few batteries, a pinch of magic, some earth pony stubbornness, and a lot of R&R after the operation."

"How much of it is you?" Twilight was looking at Twinkleshine's leg in awe. Wondering in the back of her mind why she couldn't have a note pad to document her observations at least.

"Well I have nerves that go almost to the end of the hoof and they kept a lot of the sensitive muscles and nerves in our hooves to control the fingers and bracers that we had installed. Our entire skeletons are reinforced with carbon fibers that were grown using some bazar potions and some bones were replaced with steel in spots. Our spines have a lot of reinforcement and modification for mounting the hardware on it. Everything got touched so there isn't really a point were I don't think of something as not me anymore."

"Fascinating." Twilight marveled. "What about the others? You didn't say that Other Me became a Night Mare."

"Lemon and Lyra are pretty much the same as me, they might have a few more dents than I do. Twilight's different though."

"Uhm," Minuette agreed. "Twilight is an-..."

Twinkles ears twitched and she looked toward the Minuette, jerking her head outside. Minuette stood up and readied her horn. Twilight could only lay on the floor silently as she waited for a white robopony to come busting through the walls of the house.

A whisper floated in from the outside: "Salt lick."

"Beaker," Minuette said back.

There was a rustling outside, then Lyra and Moondancer dove in through a window a second latter. Lyra was the first to rise, standing tall on two legs and stretching.

"Oh Celestia, that wasn't fun at all."

"What happened with you guys?" Minuette had a teasing grin on her face. "Mrs. Cock-Sure and Miss Infinate-Knowlage run into some competent opposition."

"Not just competent. Rangers," Moondancer didn't share either mares amuzement.

"Damn it," Twinkle said quietly.

"Those were rangers? The troops we ran into seemed to be pretty inexperienced," Minuette's face was skeptical but the grin had vanished.

"They're freshly reinforced but there are some real vets in there with those green backs," Lyra seemed to have calmed down but she was still riding her high. She pulled off her cap and held it to her chest. "That sniper was a worthy opponent. He may have gotten a good shot off," Lyra motioned to her ear, half of which was missing, "but I got the last laugh." The grin made Twilight's skin crawl.

"You girls got out here with out any more incidents?" Moondancer asked. "We lost track of you at the edge of town."

"After that brush with the pegasi...." Minuette shot Twilight a quick worrying glance, "No, we got to the edge of town and made the mad dash here. Didn't even have trouble with any of the old runes. Why?"

"These are Flur De Lis's troops," Moondancer said.

Shock and fear broke out on Minuette and Twinkleshine's faces.

"That was the 3rd Rangers?" Minuette was fully scared now.

"What's so scary about the 3rd Rangers?" Twilight wasn't liking the tones the mares were using. Her Equestria had rangers but they functioned as an extension of the royal guard and were tasked with boarder patrol. Occasionally, additional protection for government events and crisis relief. However, if Equestria were ever to go to war they would be the first troops deployed and with this world that probably meant that they had been fighting longer then any pony else.

"Twilight and I were in the 3rd Rangers. We took changeling nests, busted a dragon fortress, brought down Nightmare Moon's citadel in the Everfree, and laid all the ground work for wiping out Sombra," Lyra said in her don't-give-a-damn voice. "They're the ones Celestia sends in when a situation is impossible and calls for more then shock-and-awe or stealth. They probably responded because their final training manuvers are carried out in the Everfree Forest." She gave a bright smile to Twilight. "In more common vanacular I would say we're all bucked."

"You three got lucky that you had a group of fresh troops to deal with. Twilight and Lemon barely got to the forest," Moondancer said. "Hopefully, they'll actually get away."

"Should we move into the forest and try to meet up with them?" Twinkleshine asked.

"No," Minuette raised a hoof to her face as she rubbed the bridge of her nose in thought. "Tracking down the Captain and Lemon Hearts in the Everfree while not getting caught by the 3rd would be a tall order without our wounded. As we stand its probably our best move to wait here for a while and if they don't show make the move for-"

"Sh-shhh....." Lyra held a hoof up for silence, then moved it to her intact ear. "I don't think we'll be waiting for long."

The ponies around the room once again hunkered down as the sound of trotting came up to the house and was followed by a knocking at the door.

"Lemon!" came a hushed whisper, followed by more knocking. The door was busted open soon after with a formerly yellow mare standing in the threshold. Sparkle could be seen racing up from a well she had been hiding behind as Lemon Hearts strolled into the livingroom.

"Ha! I got here FIRST! I win!" She said turning back to Sparkle shaking hoof. She then rounded on the mares gathered in the room. "What points do I receive?.... I'd better not get shorted....I swear on Nightmare Moon's sixth right eyelash!" Lemon then changed from stumbling around to laying on the welcome mat.

"What happened?" Several voices called out in unison.

Minuette raced up to her fallen comrade as Sparkle galloped up to the house and entered, closing the door behind her. "We got hit with mortars after we made the trees. Lemon got more than a little more blast off one then she should have."

"I would say she's more than a little stunned," Minuette said irritably. Her horn glowed as she looked at the fallen mare. "Her eardrums are blown out and I think that she had a concussion. Hugh, we'll have to wait the rest of the night here. I can heal her pretty quickly but she's in no condition to face the Everfree right now."

"Right, we'll stay here and recuperate," Sparkle said. "We should be able to move through the Everfree during the day.The Rangers will be sweeping this way so we have to be in the forest by day break."

"I should be able to pull that off," Minuette supposed.

"Good," stated Sparkle. "Get some shut eye girls, we're moving out in three hours."

All in presence acknowledged the command and went about settling down for a brief respite.


“…and she should be able to make a full recovery, Your Majesty.”

“Thank you.”

The doctors all gave bows as they filed out of the observation room. The few ponies that remained inside stood silent. Not unusual behavior for Royal Guards as their charge looked into the operation room, idly watching the technicians cleaning the space.

Well isn’t this a wonderful situation you’ve found yourself in?

Celestia wasn’t having a good day.

Well, to be honest she hadn't had a good day in a long time but this particular day was proving truly rotten as it bled into the next. The 4th Division's advance in the south had officially ground to a stop, a mere 10 miles from Johnnesburrow. Capturing the zebra trade city would have crippled their efforts against her southern boarders while also providing the 4th with supplies and munitions that the homeland couldn't really provide them with properly. Celestia resigned that the offensive would last another three days; if they hadn't broken through by then she would cut her losses and pull back. The 4th was one of only trained, equipped, and generally intact armies Equestria had left, one city wasn't worth its loss.

The 12th and 13th Sky Legions and the Golden Army were still beating the Pentad Union back in the west and the 5th Division was holding Griffonstone but the 2nd Army was being torn apart in the north. The Crystal Remnant, changelings, griffons, yaks, and numerous separatists groups of ponies were all vying for control of the north against them; looking to take Manehattan or Vanhoover as their own. Equestria's remaining forces were ill equipped and poorly trained; thinly spread shells of older units and volunteer corps.

Humph. Equestria has been falling for the past four years. There is something else bothering you.

Celestia cringed at the voice but acknowledged its truth. The real issue of the day had come from south of the old capital. A group of very wanted but very slippery mares was discovered performing some very unusual magic and had taken down several very valuable units that the loss of which were going to put Celestia in very tight spots as the war moved forward.

Twilight Sparkle and her group were, in theory, the most dangerous threat to Equestria. A mighty band of: three STARs, three Night Mares, an Ironpony, five highly decorated combat veterans, Equestria's deadliest sniper, one of its most successful officers, a computer and hardware wiz, a former personal aid to Celestia, an IRIS agent, and in general enough know-how to bring the crumbling nation to its knees in a day or two.

Oh, they sound simply delightful. Some more excitement is exactly what you need in your life isn't it? Just let them try and thwart the great and mighty Celly!

However, Celestia never perused the group with any amount of seriousness because they posed no practical threat. They weren't terrorists or revolutionaries, they didn't fight for a cause beyond their own; something that for most of them was still the nation. They had seen and taken part in Equestria's darkest plots and most vile exploits. They were just done working for their Queen and had made a profession of desertion with the occasional foray as vigilantes or saboteurs. They hated Celestia: what she had become, what she had done to their nation, and what they had done in her service. At the end of the day, however, they would take her familiarity and the idea of everything returning to the way it had been over the zebras or changelings in a heart beat.

The group had tried and come very close to assassinating Celestia and actively worked to foul the workings of her government's more clandestine and ethically-dubious operations but left most of Equestria, soldier and citizen alike, alone. As a result, they were rarely a problem worth dealing with over dragons, Equalists, or the Pentad Union.

That was until today. Celestia's number two, Sunset Shimmer, had been tracking some temporal anomaly in the Valley of Nightmares and had been attacked by 'Sparkle's Marauders'. Sunset had been a fool confronting the group with only a few royal guards. Her arrogance was irritating when it reared its head. Taking a detachment of Starbolts with her had been an intelligent idea but the troopers could have been used better elsewhere, specifically recuperating on a bed on base. The flyers she had appropriated had been returning from a mission behind enemy lines: worn out from fighting a faction of dragons that had worked their way to the west to attack Equestria's softer boarder along the Unknown Forests. Sunset had even acquisitioned Rainbow Dash, also in need of a bit of R&R from dragon busting.

For being such a genius and protégé, Miss Shimmer seems to be a bit of an idiot; must have worn off from her teacher. Though, it really is still pleasing to hear about your minions being shown up, if a bit regular at this point.

Saying the situation had ended badly would have gotten that particular analyst fired, literally. Celestia was about as close to seething as she got. She had lost a platoon of Royal Guard, a wing of Starbolts, and the number two member of her government and chief overseer of development was in this hospital.

Oh, what ever shall you do? Doth thy require a mysterious mare-do-well? I think the mares to deliver righteousness stand ready! Be ready for you also lay upon the villainous side.

Most unnerving had been the reports of two new mares. A very powerful and highly skilled unicorn along with an alicorn that very closely resembled Twilight Sparkle had been found by Sunset. These two mares were complete mysteries having just popped up out of nowhere. Something an ancient alicorn, whom had seen almost everything the world had to offer and knowledge of all else (You flatter yourself, Celestia.) found very hard to believe. One of the few things the solar monarch feared was unknown variables.

Celestia did know was that one was an alicorn, nothing to sneeze at even if she did sound combat inept. The unicorn apparently had decent combat skills and a mastery of a ridiculous array of magic up to and including time travel far beyond anything that Starswirl had figured. (Or so your pet rambles.) The knowledge kept in her head was probably some of the most valuable ever learned and it was most fortunate that she was captured. It would most likely be very difficult to extract anything from her and even harder to keep under wraps, but Celestia was handing the processing of this "Starlight Glimmer" over to IRIS, and they had yet to fail her.

I shall start with her last arrangements if that's who your leaving her with.

Celestia scowled. The voice was particularly chatty tonight and her mind was settled on edge by the pressing matter. The alicorn and what she could get the Marauders to do was a terrifying proposition. She would most likely be interested in the return of her ally and Sparkle’s group was already involved with keeping Starlight out of The Kingdom’s hooves. They would fight their way through what ever Celestia threw at them. Rangers, IRIS, Rainbow Dash. Ponies would get hurt, the nation probably wouldn't survive the waste of resources battling the mares. In all likelihood Sparkle would free Starlight just for the lot of them to get captured and pumped for knowledge by the changelings. A shiver ran though Celestia just at the thought.

‘Why?’ Celestia thought. ‘Why couldn’t they just have stayed the course? They could have ended this war if they hadn’t left.’

You know exactly why they left, dear.

‘Silence, demon! You have no right to criticize my actions. You’re the one who started all this in the first place.’

I may have started it but you have shown to be much better at playing the villain than I ever was.

A shutter passed through the solar monarch as she moved the voice out of her mind and set her resolve.

Action would be swift and overpowering. The fugitives would be crushed before they had the chance to get out of the Valley of Nightmares. The 3rd Rangers were already in pursuit and Rainbow Dash would be ready in 24 hours. Having the IRIS agents and Home Guard in Las Pegasus and Vanhoover ready for a mare hunt wouldn't hurt.

Ah, yes. Just kill your rouge agents with a bunch of ponies that function as evidence of what dissuaded them in the first place. Genius! If you’re really lucky, Dash might finally get scraped after blowing a fuse and killing off everypony.

Celestia’s alabaster abomination was very expensive to run and seemed to spend as much time in the shop as she did in the field but Rainbow’s effectiveness was beyond question. She was easily the most intimidating mare in Equestria, rivaled by only Celestia herself. However, there were worries about her condition and well being. A constant life of fight and recover from previous battle just to go and fight again wasn’t healthy in most opinions and that wasn’t even addressing the issues associated with her “transformation”.

Wonderful vernacular, Celestia. That let you sleep at night?

Celestia could see the smug grim in the sarcastic tone of the voice. ‘I guess you would know about transformations.’

I think we're both more then a little familiar with what the passage of time can do. Dark magic even has its uses and measured effects. Technology on the other hoof.

Celestia gave a shuddering sigh bringing a hoof to her head.

What? The crazy mare getting tired of arguing with herself again?

Celestia could see the black mare’s reflection looking back at her from the reflection in the window, malice on her face.

‘No. Just tired. But that shouldn't last too much longer.’

Celestia let a honest smile creep onto her face as the apparition faded from sight with a disgusted look. The six had served their purposes, Rainbow would fulfil hers, and eventually Celestia herself would see an end to all this.

Confident that the matters of state and her 'conscious' had been dealt with Celestia turned from the observation window and strode out of the room.