• Published 11th Jul 2011
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Pony Age: Origins - OmegaPony11

The Ponyspawn have invaded Equestria, and it is up to the newest addition to the Grey Wardens, Twilight Sparkle, to find the means to drive them back! With her friends and allies at her side, can Twilight win before Equestria is devoured?

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Shadow of Ostequus

Chapter 30 – The Shadow of Ostequus

Flemeth opened her eyes to the world, not in the way a normal pony would, but in a way of something far older, far more powerful. She regarded the world not as one full of life, where ponies worked and struggled against the darkness caused by demons or the ponyspawn, but as a world rich with potential. Potential that was hers to cultivate into whatever she needed.

To Flemeth, victory was everything. If one was not at the top of the ladder, the king of the hill, the most dominant of all, then one was nothing. For centuries, she had to share the power and the glory with her siblings, with those far weaker and insignificant compared to her. How she detested them. How she loathed their very existence.

Until one day, they were all defeated in a single battle. Flemeth had the foresight to escape the wrath of the one who had destroyed her siblings, and when the time for vengeance was nigh, she took it. With black fire and great fury, her vengeance was swift and terrible. For a moment, Flemeth was the sole dominant force in the entire world. She relished in her power, in her glory, in her victory.

Only for everything Flemeth had conspired for to be cut short by Celestia herself. While the sovereign of the sun did not personally descend onto the world, she did send the accursed Elements. The one source of magic that made Flemeth nothing compared to their power. She was a lesser creature in their light. She was just like every other pony.

Small. Helpless. Weak.

It took all of Flemeth’s will not to shout out to the heavens in the rage that consumed her every waking moment. She had spent the last one thousand years crafting the very visage of calm serenity, of calculating ruthlessness. She would have her dominion again. So she hid from the Elements, from the Blights, and from the wars of mortals as she built her strength up. One by one she saw the Archdemons, the only creatures that could pose a serious threat to her, rise up and fall to the Elements of Harmony.

Only now this Blight was different. Uthemiel, the Archdemon of Despair, knew that her rival in power was here. She moved her Blight to destroy all of Equestria just to find Flemeth. The old witch would have been almost insulted by this if Uthemiel was not trying to kill her.

The timing could not have been better. Everything was ready for Uthemiel to meet her end, so long as the newest generation of heroes found their way to the Archdemon. Subtly, Flemeth had influenced all their battles to go well. Victory was still her domain, even without followers. If a pony rolled a die, she was the force behind his receiving gold or a blade in the back. When an army fought against another, she chose who took victory on the battlefield, especially if the reward for such was grand.

Thus it was to her great surprise when the heroes fought against the ponyspawn and defeated them without her intervention. Those creatures of the Deepest Pits were not under her domain, only ruled by chaos and the Archdemons. She could not influence whether they found victory or defeat on the field of battle. She could only watch and estimate the heroes’ chances.

Thankfully, they did not disappoint. As expected, they had defeated the ponyspawn who stood in their way, though they had taken scars while doing so. It was of little consequence, as long as they made their way to Uthemiel and slew her.

To that end, there was one last item on Flemeth’s agenda that she had to account for. One last thread to weave into her plan before quietly stepping aside and watching the race unfold before her.

Without shifting her form, the seemingly elder unicorn began to ascend into the air from her swamp home, before flying at impressive speeds towards the Red Apple region. It was a short flight between her mire and Red Apple Castle, of which Flemeth was grateful. Time, as always, was of the essence, and it would be all too soon before Rarity and her friends were close to Ostequus.

The villagers of the Red Apple community were still busy cleaning up the recent attacks caused by a possessed child. Flemeth had felt the corruption as far back as her home, though she did very little except influence how the battles would go. Perhaps it would give the ponies a new respect for the power of the Fade and of demons. Unlikely, of course. Ponies were weak, fickle creatures. They deserved only to be lorded over by their betters.

As she approached the castle, Flemeth’s body shimmered for a moment before shifting into the form of a light mist, nearly invisible to the naked eye; only the most perceptive of ponies would be able to spot her. While it would be easy to simply walk into Red Apple, Flemeth needed some measure of secrecy for this task. Razing this castle to the ground would come at a later date, she was sure.

Flemeth followed the trail of magic towards the castle’s dungeon. Though the magic in the air was weak, she was all too familiar with its source. Her contingency plan was waiting for her, whether Sweetie Belle knew it or not.

The mist form of Flemeth hovered over the cells were Sweetie Belle was being kept in. On the other side of the iron bars was a little orange pegasus filly. The two seemed to be in hushed discussion while the guard slept soundly at the dungeon’s entrance. Intrigued, Flemeth continued to watch as the two conversed.

“I heard from one of the villagers that the templars will be here in a few days,” the pegasus filly whispered. “I’m scared Sweetie Belle! I don’t want you to be taken away, and neither does Applebloom!”

Flemeth could taste the fear in her voice, just the same as she could savour the fear in Sweetie Belle. Fear was a very powerful weapon when harvested and deployed correctly. With even a small manipulation of a pony’s fear, Flemeth could break the morale of legions until nothing was left but a fleeing herd of cowards.

“I know, Scootaloo,” Sweetie Belle replied. “I’m scared too. But I’ll be fine! Rarity showed me some magic that will help me escape!”

Now this is different, Flemeth thought as she watched with keen interest. Sweetie Belle’s horn glowed bright until the light of magic engulfed her entire body. Scootaloo gasped in surprise, taking a few cautious steps away from the bars until Sweetie Belle’s form shifted from that of a pony into a little white mouse.

You are a clever mare, Rarity, Flemeth mused, teaching my shapeshifting magic with such a quick and dangerous method. I am quite surprised.

Sweetie Belle squeaked and darted in and out of the cage before a delighted Scootaloo, before returning to her cell and shifting back into her natural form. Scootaloo stomped her feet in quiet applause, making quick glances at the guard to make sure he did not awaken from all the noise.

“This is great!” Scootaloo exclaimed. “With that, you can escape the dungeon and the templars! We can go get Applebloom and leave Red Apple! We can be heroes just like Rainbow Dash and have awesome adventures and everything!”

Her ears drooping at Applebloom’s name, Sweetie Belle looked away from Scootaloo. “How is Applebloom doing?” she asked. Scootaloo’s excitement was quickly erased by melancholy.

“Not so good,” she answered. “The few times I do see her, she’s either crying about what that demon made her do or looking out from the battlements towards Red Apple. Healer Redheart is with her every day, but that doesn’t help. I wish Arlessa Cheerilee was here. She’d know what to do.”

Ah yes, the Arlessa of Cherry Hills after the old Arlessa left to found Dodge Junction over in the Free Plains. Flemeth was reclusive, but she was not ignorant at the political landscape of the realm. It was another weapon to be honed and used against those who would be her enemies. Anything that can be used to achieve victory must be used.

“With the war against the ponyspawn, Cheerilee is probably helping fight them,” Sweetie Belle said. “I wish there was some way we could help Applebloom.”

There is my opening. Flemeth concentrated her magic to surround the entire dungeon in a thick fog, shrouding everything from the guard to even the bars themselves that separated the two fillies. Flemeth reformed, though still out of view of the younglings before shifting her form into a beacon of pure light, as well as changing her voice into something more heavenly, motherly.

Take a look, Celestia. Watch as I take your image and use it against your precious ponies! They are all so weak, so pathetic they will latch on to any sighting of you, even if it is not true! This vengeance is sweeter than I could ever hope!

“My little ones,” Flemeth soothed, her voice serene as its melody echoed through the fog. “I have heard your pleas and have come to help you. Take my hoof, and I will lead you away from danger. There will be no more hurt. No more war. I will lead you to my paradise.”

Both fillies stared in awe as the silhouette of a goddess stood before them and offered them escape from the darkness. Flemeth smirked, her plan working, until Sweetie Belle spoke up. “Can we bring Applebloom too? She’s in a lot of pain. Maybe you can help her!”

“It is too late for your friend Applebloom,” Flemeth said with Celestia’s voice. “She is too far gone. The demon is still inside her psyche. There is nothing anypony can do for her. The demons of the Fade have claimed her. Now come! We must be swift!”

Instead of following her immaculate visage of the sun alicorn, Sweetie Belle and Scootaloo stood their ground. Against her. Flemeth could feel the anger rise in her throat. No one denied the Mare of the Mire. No one denied the Dragon of Victory.

“If you really were Celestia, you would do everything you could to help Applebloom!” They glared at the false Celestia together, looking almost ready for battle. If it is a battle they wish, then they shall have it.

“Enough of this charade.” With only a nod of her head, the illusion burst into a blinding light, leaving the fillies clutching their eyes in pain as Flemeth took her unicorn form again. Sweetie Belle’s bravery instantly crumbled as she recognized Flemeth, the terror at her parents’ killer paralyzing her.

Scootaloo rushed at Flemeth in a feeble attack that was quickly quelled by ancient yet simple magic. With the pegasus in her grip, Flemeth tossed Scootaloo against the nearby stone wall, a sickening crack of a filly’s wings resonating only for her and Sweetie Belle to hear.

Sweetie Belle cried out for her friend, only to find herself now in the grip of Flemeth’s magic. “I told you I would find a use for you, little one.” Flemeth sneered as she lorded over the crying and hysterical unicorn. “Come, let us see what Rarity has learned over the years. We’ll see her together. Like… family.”

In a flash both were gone, leaving only a whimpering Scootaloo and a very confused guard as the last of Flemeth’s fog drifted away.


Stepping out into the cold night, Twilight smiled as the cool evening wind washed over her, the feeling of goose bumps under her coat quite pleasant. The others smiled as they looked up to the starry sky, Rainbow especially pleased as she stretched her wings and took flight. All were happy to be outside again except for Oghren, who stayed firmly still at the cave entrance towards Orzamule.

It was amusing watching a rough and tough donkey warrior become suddenly afraid of stepping out into the surface world. Oghren looked up at the moon in particular, waving his hoof towards it as if he could swat it away. Rainbow took the opportunity to laugh at Oghren’s trepidation, while Spike approached with a confused look.

“Something the matter, big guy?” he asked. “It’s just outside. Haven’t you ever been to the surface before?”

“No,” Oghren replied, glaring at the moon. “Never left Orzamule or the underground. Now I’m wondering if this was a good idea. I feel I could fall up into that big sparkling mess. How high is that thing? And all those sparkling things?”

“You mean the ‘moon’ and the ‘stars’, right?” Rainbow let loose another hearty laugh, rolling on the ground as she enjoyed Oghren’s fear. “Just wait until you see the sun!”

For once Oghren looked at a mare not with leering eyes, but with the intent to use his axe. However, after taking a few seconds to calm down, and with Spike coaxing him, Oghren took each step out of the cavern and onto the surface world while keeping his eyes fixed on the moon. Once he was wholly certain he was not going to fall up, he walked with more and more confidence until he finally reached the rest of the party.

“This ‘outside’ thing isn’t so bad,” Oghren said as he looked around. “Smells funny though. Different. Kinda nice. Hey, what do you ponies eat up here? More importantly, what do you drink? I could use a bit of a pick-me-up after all of this excitement.”

“Plenty of apples and other fruit,” Applejack said. “If ya got a real cankerin’ for eats, you could always graze.”

“Applejack, please. Grazing is barbaric.” Rarity turned her nose upward until she saw Oghren rush over to a patch of grass, eagerly munching away with a big smile on his face.

“You ponies have free eats just growing out of the ground? I should have come up to the surface years ago! Now where is the fountain that pours beer? You gotta have one of those.” While Oghren searched frantically for his mythical ale-spewing fountain, Twilight chuckled at the sight of Oghren exploring and asking questions about things most ponies took for granted. It really was no different than her first time out of the Tower.

Unfurling her map, Twilight called the group together as she plotted their journey to the Everfree forest. While the merchant’s road did not go into the forest, it did run close once one was a few day’s trot past Ponyring. At full gallop without any stops, save for a quick night’s rest, the journey would take five days. Applejack was not pleased with the plan as it would mean not stopping to visit Red Apple. Still, she knew that time was of the essence now that the Archdemon had revealed itself and that there was no time for visits.

They took a moment to restock their supplies in the makeshift marketplace around the entrance to Orzamule, spending what gold they had on restocking alchemical reagents for Pinkie as well as ample supplies of food and water. Twilight had even taken the time to browse some weapon and armour stalls.

Her staff destroyed and her robes in tatters, she asked for assistance in choosing proper protection. With the help of her friends, Twilight had created a hybrid of leather armour with choice steel plating protecting what she thought would be her vulnerable side when she fought with a blade. The sword she bought was nothing exciting like Silverbite, but it was finely crafted donkey steel and well balanced.

When she took the hilt in her teeth, the weight was off-putting for a moment. Her head sagged to the side with the blade often, and it took plenty of jeers from Rainbow and Shale to find her balance. Her heart was not helping either, always thudding against her chest loud enough for her to hear as she finally found the right stance with the sword. She was holding an actual, flesh tearing weapon.

Twilight felt her body trembling as she stood ready.

Deciding it would be best to rest until morning, Twilight directed the party to set camp some distance away from the market. Instead of sleeping, however, Applejack had chosen now to begin Twilight’s training. Using a dead tree trunk as a training dummy, Applejack struck several blows against it with Silverbite, explaining what such strikes would do against a ponyspawn.

Or a pony.

Twilight grew an appreciation for Applejack’s strength, stamina, and martial training as she watched her friend attack the helpless stump. Despite wearing such heavy plated armour, Applejack moved and bucked as quickly as she did without, almost as if the plate was a second skin for her. Her movements were not graceful, but they were effective.

When it was her turn to practice on the dead tree, Twilight’s movements were effectively like a drunken buffalo trying to dance. Every strike against the wood was hesitant, sloppy, or simply weak. Applejack gave a weak smile of encouragement while Twilight rubbed her aching neck with her hooves.

This was to be the routine as they journeyed down the merchant’s road south. If it wasn’t sword training with Applejack, it was movement training with Rainbow Dash. The newly inducted Warden was having fun with this training, treating it as both a game and a chance to mock Twilight’s lack of athleticism. It took a full night’s training, or in Twilight’s case, chasing Rainbow Dash all over the road until Applejack stopped Rainbow and chastised her for not really helping Twilight in learning how to fight.

“We have to teach Twilight how to fight properly, Dash,” Applejack frowned. “She needs to learn how to move and hit, not help ya with yer ego! You have to show a bit of patience and move with her!”

“I am teaching!” Rainbow shot back. “How else is she going to know how to move against a nimble screamer, or a fast and strong thelock? If she can learn how to move like me, she’ll be the second best fighter in Equestria.”

“Is that a challenge?”

“You and your heavy armour just makes you super slow and easy to pick off!”

“At least Ah have a hide that can take a beating! Ah bet yer wings snap like twigs!”

Twilight placed a hoof firmly against her face as her supposed mentors bickered about the best ways to teach her. While they argued, Twilight made good of some free time to sit by the fire, levitating both her sword and a block of whetstone. If there was one thing she had learned from both of them it was how to maintain her own weapon and armour.

With Spike laying asleep to her left, Twilight grinded the whetstone against the edge of her sword until she was able to hold up a strand of her mane and split the hair in two. She then looked at the face of the blade seeing her reflection staring back. Twilight let out a small laugh of disbelief as she regarded her own face. Small cuts and burns marked her coat, though other spots of dirt and dried blood clung to her body that no amount of water could ever wash away. Her mane was no different, darkened by the stains of battle, frazzled with more loose ends than she dared count, as well as the white stripe caused by the molten lyrium of the Storm Forge. Of all the changes, the most depressing seemed to be the heavy sacks under her eyes.

How long had it been since she had a good night’s sleep? One that wasn’t plagued with nightmares of the ponyspawn or the archdemon, or laying wide awake as the haunting sound of battle still echoed in her ears. Twilight could only vaguely remember the beds of Red Apple Castle and the small inn on the shore near Unicorn Tower. What she wouldn’t give to sleep on an actual bed with blankets and a feather pillow again, rather than some loose hay on the cold ground.

She looked around to her friends, many of whom were sitting around the warm campfire as they milled about or slept in its light. They were just as tempered in the heat of battle as she was, each sporting their own scars from what felt like a lifetime of struggle. For some of them, that was true. Whether the scars were physical or emotional were inconsequential in the grand scheme of things; they still hurt all the same when one touched the scars.

Twilight shook her head, regaining her concentration as she noticed her whetstone had stopped moving. Resuming the work to sharpen the blade, she counted the strokes of the heavy block against the metal, until she was counting her breaths, and then started to count her heartbeats. It wouldn’t do anypony any good to see her in such a disrupted state. It was best to keep morale up by putting on a strong face.

“Um… Twilight?” Twilight turned her attention away from her sword to look up at Fluttershy, who had laid down in front of the fire by Twilight’s side. “I saw you sitting alone here, and I was wondering if you wouldn’t mind some company. If that’s ok with you, that is.”

Gently placing the whetstone on the ground and the sword back into its sheath, Twilight gave a tired smile to Fluttershy. “I would love some,” she replied sincerely. Fluttershy was a kind soul even in the face of evil. Twilight relied more on Fluttershy’s very presence than she ever let on. It took a lot of spirit and courage to carry on like how she did.

They sat in awkward silence, Twilight simply staring at the crackling campfire, while Fluttershy fidgeted with an antsy and apparently hungry Angel. Twilight lowered some food for the nug, who consumed the offered food with ravenous gusto, leaving them to eat on its own.

“We’ll be meeting the Dalish pegasi soon,” Twilight said in an effort to break the quiet. “It should be quite the experience for you as much as it will be for us. Stories and books of the Dalish say they are very different from the pegasi living in cities.”

“They are,” Fluttershy replied. Her answer surprised Twilight, never guessing that somepony like Fluttershy would have ever had known a wild nomadic pegasi of the Eastern Dales. “When I was imprisoned, my cellmate was Dalish. Her name was… Lellishan.”

“Lellishan?” Twilight thought about the name for the moment. It didn’t sound like a typical pony name.

“Yes… Rainbow would have liked her. Or liked her for a rival.” Fluttershy stared into the fire before continuing. “She was a warrior, or kalach, in their language.”

“You speak Dalish?” Would the surprises coming from Fluttershy ever cease tonight? Fluttershy seemed to catch on to Twilight’s awe, blushing and turning her head so that all that could be seen was her long pink mane.

“A little,” she admitted. “Lellishan taught me a few words here and there. Nal’nier toram Dalah. Pegasi of the Eastern Dales. Talla hanmeans unicorn. All of our friends would be considered salanah.

Dalish sounded like a pretty language, and Twilight was eager for more. “What happened to Lellishan?” Twilight asked, “Did she go back to the Dalish living in the Everfree? It would be great to have a friend on the inside.”

Twilight quickly regretted her words as Fluttershy turned to face her. Streams of tears poured down her face as she spoke. “She didn’t escape Filais with me,” Fluttershy explained. “Artistic Finish got her while she was trying to protect me. Twilight, I was so angry, so mad I wanted… I wanted to… kill…”

Unable to keep her tears in check, Fluttershy sobbed into Twilight’s shoulder. Applejack and Rainbow stopped their arguments to come over to Fluttershy’s side as Twilight tried to comfort her with a caring hoof. When Fluttershy pulled away and regained her composure, she pointed a hoof at Twilight’s sword.

“Lellishan taught me to fight just like Applejack and Rainbow Dash are doing,” Fluttershy said while choking back sobs. “It’s those same lessons that helped me kill Artistic Finish. Not a day goes by where I go back and wonder if I could have done something different, for both of them. Please Twilight; look at that sword and really think if you can use it against another pony. You… you might have to.”

Fluttershy walked away to her tent, leaving only a depressed Twilight looking long and hard at her sword once again. “I’m sorry,” Twilight said, to both Fluttershy as well as to herself. “But this is something I have to do. I accept this.”

She did not sleep well that night.

The training continued on the road, though now both Applejack and Rainbow had come to a compromise on how to best teach Twilight. No more was Twilight dueling against a stump or a rock, but engaging Applejack in mock sword play, learning how to strike quickly and lethally against another pony. At first frightening, Applejack was also able to teach her moves that were slower, but also just as effective means to attack a pony that merely crippled and hindered her opponent. Twilight took a cold comfort with those lessons; she would save the deathblows for the ponyspawn and demons and hope there wouldn’t be a need for the lethal techniques against ponies.

Rainbow Dash had stopped treating the training as a one-sided contest between herself and Twilight and was showing surprising competency as a mentor. She turned hoof movement lessons into a game even Twilight recognized, where stones, stumps, and patches of dirt were “safe” while the grass was lethal “lava”.

Spike joined in with the lessons, of which Twilight was grateful to have him as support as both a training partner and a source of morale. In time, Oghren joined, bringing his unique form of instruction with him. With the silhouette of Red Apple Castle in the distance, Oghren taught aggression and the need to find the killer instinct inside.

“You can’t just go into a fight all smiles and giggles!” Oghren barked to the ramrod stiff Twilight and Spike. “You need to get angry! You need to move with rage! With purpose! The ponyspawn are your enemy! They want to hurt you and your friends!”

Twilight felt beads of sweat drip down her face once more as the normally lecherous Oghren drew his axe, appearing to be on the brink of his berserker state. She understood the lesson to find the inner frenzy that would overtake her in battle. She had to go against the very nature of a pony and become a beast capable of killing.

“Remember this, Warden,” Oghren growled through the axe gripped in his teeth. “It’s them or you. It’s always them or you. You care for your friends? You hack your enemy up into chunks, because that is exactly what they want to do to you and your friends.”

To accentuate his point, Oghren quickly leapt onto a large log with murderous intent, as each blow produced a spray of splinters. Fluttershy shook her head in the distance before busying herself with another session of alchemy with Pinkie. Twilight sighed as she tried to attack the log with the same fervor the berserker had shown, only to find she could not. There was no rage, no fury, and no hatred. There was just hesitation where the killer instinct should be.

Those lessons halted as they left the comforting shadow of Red Apple to a more oppressive one. After a full days gallop past Applejack’s home region, Twilight and Applejack stood still at dusk as they looked up at the tower they thought they would never see again.

The Observatory of Ostequus.

A foul wind blew in from the old Imperium ruins as the party stood in the shadow of Ostequus. Memories of her first major battle against the Blight flooded over Twilight as she looked in silence over the dead land. The landscape itself felt like a corpse, with all the trees shrivelled up and gnarled, bleached bones littering the landscape, and the stain of the ponyspawn’s black blood spread throughout the ground.

As the rest of the party took a moment to look around the ruins of Ostequus, Twilight regarded the ruins with her eyes attuned to the Fade. Instead of seeing the ley lines of magic flowing from the Fade to the real world, there was nothing. Even the magic in Ostequus was slain by the workings of the Blight, as there was no tear in the Veil to the Fade as there would have been. The overcast above them did nothing to help the image; it was as if Celestia herself had turned her gaze away from the haunted land.

Ostequus was the start of the Equestrian Blightlands, of that Twilight was certain. How far the Blightlands would extend, she did not dare guess. As far as Ponyring was her best estimate, though if she could hope for anything, it was that Loghoof and his army could at least hold back the tide of ponyspawn just a bit longer.

What was most eerie was the silence. With the exception of the wind, there was no sound coming from Ostequus or anything. There were no carrion eaters of any description searching for an easy meal, or any insects scuttling about the grounds. Any and all vegetation was a dry, dead husk of what it once was. All Twilight could hear was her breathing, the hoofsteps of her friends, and her solitary heartbeat.

“So this is the place where you fought your first battle,” Trixie whispered as she looked about the ruins. “Trixie is sorry for you, Sparkle. She wouldn’t know what to do on a battlefield like this. ...I would have the horseapples scared out of me.”

There were no ponyspawn nearby, of that her Warden senses were certain. They had conquered Ostequus and Blighted the region as quickly as any storm, and left just as quickly to continue their attack on Equestria. They had stopped only to dig a tunnel to allow the Archdemon and the vast reserves of ponyspawn loose from the depths of Dark Tunnels.

“It’s as if the very essence of the life around here was slain,” Rarity said, looking over Ostequus with a shiver. “And to believe all this happened so close to my home.”

Rarity looked away for a moment. “Twilight… we are very close to Flemeth’s mire. We should leave quickly.”

“Agreed.” Yet as Twilight called for the party to regroup, Applejack was galloping deep into the old ruins, with Rainbow following her. The others looked at the running mare with confusion, though Twilight knew all too well what Applejack was looking for.

“We have to make sure Applejack is safe,” Twilight said, galloping after her fellow Wardens while the others kept close. Ostequus seemed to darken the further they ran, shadows moving on their own through tricks of whatever faint light could spill through the cloud cover overhead. All they saw along the ground were bloodstains and corpses of ponies and ponyspawn alike.

Twilight called Applejack’s name again and again, only to be ignored. Her grief over Duncan’s death isn’t over, Twilight reminded herself. She needs closure on her mentor. I need it too.

Applejack stopped suddenly, allowing her friends to catch up with her. Before Twilight could say anything, she looked up to what Applejack was staring at. Her eyes widened at the horrid form slung on a dead tree, several rusted blades jutting from his body and holding him in place. Behind this demonstration of brutality, many more ponies were held aloft for the sun to see. There were no words to describe such a grievous insult to the dead as this.

Rarity gasped and choked back a sob. Pinkie cried out at the sight of terror along with Fluttershy, fresh tears flowing freely at the fate of the dead. Rainbow cursed at the ponyspawn, while Oghren muttered at the sight being worse than any drunken nightmare. Spike looked up at Twilight, fear chief on his face. Even Shale remained quiet and respectful.

Stabbed into the trees that made up the once luscious apple orchard of Ostequus, the same orchard where Applejack and Twilight shared their first meals together, were the bodies of hundreds of soldiers and Grey Wardens. Among the first to be crucified against the trees was King Blueblood, his mangled and crushed body held high for all to see. A word written in blood across their chests marked each corpse: “Despair”.

The body of Duncan did not hang with the rest of the foul cemetery.

“Celestia… Luna… By all the mercy ya’ll can give, please show these brave ponies peace.” Applejack wept bitterly as she lay against the ground, taking off her hat in respect to the fallen. Each pony did the same, sitting down and repeating the prayer. There was nothing else to be said to the dead.

“Applejack,” Twilight whispered as she placed a tender hoof on her friend’s shoulder. “I’m sorry.” Twilight wished she could say something, anything, more to comfort her friend but, in the face of so much death and pain and horror, what could she possibly say?

“Look at ‘em all, Twi,” Applejack replied. “Ah knew these Wardens. Trained with them. Ate with them. Drank with them. Laughed with them. Fought with them. They didn’t deserve this. The Wardens, these soldiers, King Blueblood… None of them deserved this.”

Twilight looked at the twisted forest the ponyspawn had created before walking up to the body of Blueblood. Her horn glowed softly as she cast a simple spell around the blade keeping him pinned to the tree. With a grunt, her magic wrenched the rusted ponyspawn blade free from his chest, the body falling in a disingenuous heap. Tossing the blade aside, Twilight lifted the corpse of Blueblood and laid him on the ground with reverence.

“We can help them,” Twilight explained as she moved to the next body, this one a Warden. “We can give them a proper burial. We can give them the respect in death that they were denied in the last moments in life. We won’t let the ponyspawn win here.”

They all began the somber work of undoing the ponyspawn’s desecration with nary a word spoken. With the help of Rarity and Trixie, Twilight continued removing blades from bodies and laying them with respect on the ground. Applejack, Oghren, and Shale worked on removing the dead trees, chopping them up into firewood and arranging them around the slain. Fluttershy gave the deceased their last rites while Rainbow took to the skies above and Pinkie walked about the ruins, patrolling Ostequus for any sign of ponyspawn that would attempt to ambush them during their work.

As Twilight worked, she found that she could not look the dead in the eyes and quickly closed them with a swift brush of her magic. The pain she could see in those eyes for brief moments were too much for her to face. She looked to the others, and they moved with similar purpose to give the dead some measure of peace. Whatever corpses of ponyspawn they found were quickly and unceremoniously dumped into a pile, ready to be set alight by flames.

The oppressive air of Ostequus added to the burden they had chosen to take on, but as Fluttershy spoke words of the Chant, Twilight heard the others add names of remembrance. New tears fell across her cheeks as the words of the Chant echoed in the dead air, but as Twilight wiped them away, she looked to her hooves. They were dirty.

“As the Sun sets every night, and the Moon sets every morning, so too does life set. This is the great pain and mercy of life…”

Pinkie continued to make her patrol, though her subdued colours and flattened hair made her the image of a despairing pony. Twilight stood by and watched, reminded of Pinkie’s doomed town so close to the edge of the ponyspawn invasion. Now nothing remained of the town she had helped make happy except for a pit into the Dark Tunnels and hundreds of monsters.

“Watch for our light, for it will lead you to my Seat where all ponies wicked and pure will be seen with forgiveness, should they accept it.”

Trixie took off her pointed hat in respect to a fallen unicorn after removing her from another tree. How many had died in Ostequus and the subsequent demonic invasion of the Tower? It was a closed community, with Twilight and Trixie being on first-name basis with nearly every unicorn in the Tower. So many familiar faces gone. So many names forgotten.

“Keep true in all your hearts that all those who perish will find peace in the next life. A life of happiness and harmony…”

Twilight said a silent prayer as the last of the bodies were brought down from their trees, wood piled along the ruined orchard and ready to be set alight. She recognized many of the soldiers she had seen when she first explored Ostequus, and now they were all gone. Betrayed by a pony who let paranoia rule his judgement. Destroyed by a force of evil that seemed to never end, that only hungered to spread more death and decay throughout the land. The dead would never smile again. They would never laugh or cry. Loved ones and family to a special somepony somewhere, now lost in the grey shadow of Ostequus.

She remembered Digger and Ser Magni, the two Warden hopefuls that did not survive the joining. Thankfully they quickly buried the bodies, not wanting to spend more time in Ostequus than necessary. They did not endure the same fate as the rest of soldiery. They were not lost like –


Applejack sprinted towards a hill overlooking the ruins, falling to her knees at the remains of the elder Grey Warden. Crushed by a fallen minotaur, Duncan’s face was horribly mangled and near unrecognizable, save for his beard and grey eyes. Twilight sobbed at the sight of the once-brave Warden brought down so low. Yet despite this, Applejack laughed as she wiped the tears from her eyes.

“Look… look at the minotaur,” she said, “Duncan did what he always said he was gonna do. Go down fightin’. Ain’t no ponyspawn just gonna up and get him. Twilight we need to… need to get him with the other Wardens. He’d like that.”

Shale moved the body of the minotaur, allowing Twilight to lift Duncan onto Applejack’s back. Laying in an indent on the ground under the minotaur was a shield, seemingly crafted from bronze. It was incredibly dirty, stained with blood and mud, but was in working condition otherwise.

Twilight lifted the shield and examined it, feeling the flow of enchantment on the protective equipment. On the back was a motto: “As I walk through the tides of darkness, I shall not hold fear in my heart, for I am the toughest son-of-a—”

Applejack laughed as she looked over the shield for herself after gently lowering Duncan’s body to lay with the other Wardens. “Never expected Duncan to ever have that written on his shield,” Applejack said. “Lot of good it did him, though.”

Twilight held the shield in her magical grip and undid the straps and buckles, bringing it closer to Applejack’s left side. Her fellow Warden looked away from the shield in shame, but otherwise did not object to Twilight strapping it against her foreleg. Applejack shifted for a minute uncomfortably while Rarity took a moment to clean the shield with a quick spell.

“I’m sure Duncan would be honoured and happy to know that his shield is still being used to defend Equestria,” Twilight said to despairing Applejack. “You are taking his shield into battle once again against the ponyspawn. Not a soldier, not royalty, but another Grey Warden. This is what he would have wanted.”

“Thanks, Twilight,” Applejack replied, standing a little straighter with the bronze shield now shining brightly. “You’re right. Duncan would want a Warden to keep strong and carry on. This is our fight, and we’re gonna finish this Blight no matter what.”

They turned their attention at the mass grave before them, with the corpses of soldier, Warden, and royalty alike all aligned and ready for the torch. With the party standing still in silent, solemn reverence, Fluttershy sang a soft hymn for the fallen as Spike lowered the first burning log onto the massive funeral pyre. With the aid of magic, the fire quickly spread throughout the now lost orchard, engulfing dead body and wood alike. Black smoke rose high into the sky and drifted towards the rest of Equestria.

Ostequus. Once the southernmost outpost of the Unicorn Imperium. The site of what would have been the greatest battle the realm had ever seen. Now it is nothing but the largest cemetery of ash and bones. Twilight looked back on the consuming fire with sadness, ignoring the wretched smell of burning flesh.

“Hey Warden!” Oghren called from the wrecked tents of the warhost. “Found something here you might want to see.”

Twilight walked over to Oghren, who had a stack of unsent letters and scrolls lying at his hooves. All of them bore the wax seal of the King. Twilight looked to Applejack for permission to open the letters, thinking something important was likely to be held within. Being as she was the true heir to the throne, Applejack nodded to Twilight.

The letters proved uninteresting in the beginning. Most were simple reports from the corners of Equestria, while others were letters from courtiers and other members of the nobility. One letter, written in more fanciful stationary, piqued Twilight’s interest as the seal was already broken. Opening the letter, Twilight quickly scanned it, her eyes widening in realization.

“Well, don’t leave us in suspense, Twilight,” Rainbow huffed. “Tell us what’s in the letter!”

Though the letter had not been opened, the smudged words and stained paper from long exposure to the elements made it difficult to read. Along with Blueblood’s poor writing skills, most of the letter proved illegible. Still, Twilight read aloud what she could:

“If I want to keep the nobles off my back, I have to cut off my ties to you. It’s not Armeria who I am concerned with, but her father Loghoof Mac Tir. He is powerful, influential, and has a severe hatred for Filais. If he were to find out about our affairs, it would be ruin for Equestria and worse, for me. That stallion still hasn’t let the old wars go, even in the face of the Blight.

There is also the fact that I still love Armeria, even if she can’t produce any heirs. Her patience with me is something I have not known since my mother was alive, and I do feel guilty for turning my back on her. This letter, then, is my final goodbye to you. I hope Equestria and Filais can still be allies despite our history, both personally and as nations, but”

Twilight shook her head. “The letter ends here,” she explained. “I think King Blueblood was writing it before the battle of Ostequus. I think… I think somehow Loghoof got hold of the letter. Reading that Blueblood was cheating with a Filesian against his own daughter must have driven him completely over the edge.”

“Why that cheatin’, lyin’… argh!” Applejack stomped her hoof in anger. “This entire mess started because my so-called half-brother couldn’t keep his hooves off another mare. Still doesn’t excuse Loghoof abandoning all of Ostequus and the Wardens for his petty revenge.”

Twilight silently agreed, tucking away the king’s final, incomplete letter in her saddle bag. It would be good evidence against Loghoof when they arrived in Trotterim. With dusk falling around Ostequus, Twilight decided it was best to leave the mass grave they had created, if only to ease their nerves.

As they walked out of the old ruins, Rarity approached Twilight with the same fear marked in her eyes as when they were back in the Tomb of Luna. “We need to get out of here, now!” Rarity whispered frantically, her voice cracking with terror. “I can feel Flemeth watching us!’

“Will she attack?” Twilight looked towards the swamp where Flemeth made her home, her sword drawn and ready to defend her friend. Rarity shook her head, eyes never leaving the direction of the mire.

“This is all a game to her,” Rarity said, “She wants us to come to her!”

The others drew weapons as a thick fog soon enveloped Ostequus, blanketing the region and reducing visibility completely. The towers and the ruins were soon out of sight, and even the massive fire was lost from vision. Standing back to back, they waited for the inevitable strike of the Mare of the Mire. Twilight held her breath as she clamped down on her sword. If there was ever a reason to use the weapon, it was now.


“Did you hear that?” Rainbow asked, hovering overhead. Rarity looked even more frightened, but this time a creeping rage was flooding over her as well.


“Sweetie Belle!” Without warning or further hesitation, Rarity galloped into the fog, all sense of fear forgotten with the threat of harm to Sweetie Belle. Twilight cursed inwardly as Rarity was quickly lost in the fog.

“Rarity is running into a trap!” Twilight shouted, “We have to get her back before Flemeth can do something horrible to her!”

“Then what are we waiting for!? A party invitation?” Pinkie reared up and charged into the fog, followed closely by Rainbow. Applejack nodded to Twilight as the pair galloped towards the screaming Sweetie Belle—

Only for the fog to thicken and Twilight to lose sight of everypony. Even Applejack, who was literally right next to Twilight was gone, leaving her all alone in Flemeth’s trap. Sword gripped tight, Twilight looked around frantically, calling out Applejack’s name, Spike’s name, any name she could think of.

The reply was only a chuckle in the wind.

“Welcome to my parlour, said the spider to the fly,” said the familiar, cold voice. “Ah, Twilight Sparkle. What a delight. To what do I owe the pleasure of such a visit?”

“We came to stop you, Flemeth!” Twilight shouted towards the fog. “We know what you are planning to do with Rarity. We’ve come to save her from you, and Sweetie Belle too!”

“It appears I have been found out.” There was a slight poutiness to the voice, but still no sign of Flemeth’s presence beyond that. “If you wish to face me, you will have to prove worthy. All of your friends will have to prove worthy.”

“Who are you to decide the fates of ponies so callously!?” Rage fueled Twilight’s words, overcoming all sense of fear. A chilling silence drifted over her as a silhouette appeared through the mist. Unlike the old unicorn she expected, Twilight was now faced with a beauty similar to that of Rarity, adorned in a crimson robe and studded leather armour with epaulets made of black feathers. Her hooves were clad in spiked steel boots, while a crown of iron adorned her head. Her mane was completely white, and stylized into four horns flaring outward, red bands tying off the tips.

The unicorn horn was missing from this new form of Flemeth, yet Twilight could feel the arcane power simply seething from her adversary. The only thing that matched the old Flemeth was the piercing yellow eyes and the dragon silhouette for a cutie mark.

“Something far more powerful than you could ever hope to be.” With a flash of light, Flemeth was gone, leaving Twilight utterly, completely alone.

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