• Published 19th Jul 2015
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My Brave Pony: Starfleet Nemesis - Scipio Smith



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

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In Twilight's Shadow

In Twilight's Shadow

"As much as I'm grateful for all that you're doing, Rarity, I'm not entirely sure how necessary it is," Twilight said as she held up her arms so that Rarity could take her measurements. "Lightning hinted very strongly that I should wear the uniform."

"Don't be ridiculous, darling, the uniform looks terrible on you," Rarity said.

"I know," Twilight said. "But if Starfleet wants me to wear it-"

"Did he specifically say that you had to wear the uniform?"

"No, but-"

"Then just say that you didn't get the hint, and now you don't have time to change," Rarity suggested, a smile playing across her face.

Twilight chuckled. "That's a little insubordinate, don't you think?"

"Considering that Starfleet has been more than a little rude to you, at the very least," Rarity murmured. "I think they might be owed a little insubordination."

"Mm," Twilight said, a noise of noncomittal if ever there was one. "I wish I could have gotten you an invite to the party. Unfortunately Lightning made that quite clear: senior officers and royalty only."

"I don't mind at all," Rarity said. "Society functions were always a pleasure, but these Starfleet galas... no class at all, Twilight. None at all."

"I'm not entirely sure what the point of them is, since no one seems to be having fun," Twilight said. "I guess its for the networking."

"Perhaps," Rarity said, taking the final measurements. "And all done. Before the gala I should have something ready for you, and I guarantee that it will look far more splendid than any version of the uniform."

Twilight smiled. "It does lack a certain flair, doesn't it?"

"I wouldn't object if it were utilitarian, darling," Rarity said. "I can admire function as well as form. But the fact is that it isn't functional: it's crude. And that I'm afraid I cannot abide. Unfortunately the same philosophy seems to have affected everything that Starfleet touches."

"Like their star ships," Twilight said.

"Precisely," Rarity replied. "You would think a ship designed to sail through space would have a certain glamour attached to it, but it is all I can do not to avert my eyes from those flying bricks. It's nearly repulsive."

"That might change," Twilight said casually. "Their effectiveness might change to."

Rarity raised one eyebrow. "What are you working on?"

"What makes you ask that?"

"I've known you long enough by now to tell when you have an idea," Rarity said.

Twilight shrugged. "I don't know. Probably nothing will ever come of it. But if it does... no, I won't tell. I don't want to spoil the surprise."


The Neighfolk Naval Yard hung suspended above the town of New Neighfolk proper, powered by huge generators containing the concentrated magic of hundreds of reverse gravity spells. It was linked to the town by a tether as high as five mountains, and a giant elevator running up the centre of the great black tether.

Rarity stood at the base of the elevator, watching the tether sway slightly in the breeze. "Is this entirely safe?"

The corporal manning the security desk in the glass reception area didn't even look up from his console. "We have a 100% safety record, captain, it's perfectly safe. You're the only person scheduled to get up to the yard right now, so you can head right up. There's no one else to share the elevator with."

"Lucky me," Rarity murmured as she walked through the glass atrium, casting her eyes up once more at the navy yard blocking out the sunlight above her head, then striding into the clinical white elevator itself.

The doors closed behind her with a mechanical hiss, enclosing her in the featureless white space. The only thing in the entire box - which was about large enough to hold about thirty people, and made Rarity feel rather small by comparison - that was not that cold and clinical white was a poster advising everyone to beware of potential spies and to report any suspicious activity. She supposed that there was a nothing wrong with the message, but the picture used to illustrate a spy did look a little over the top in his long black cape. Like someone trying too hard to be sinister for you to actually believe they were dangerous.

Still, it was something to look at and stave off the boredom for a few moments as the life ascended at a steady but by no means rapid pace.

With no windows there was no way for Rarity to judge how fast the elevator was going or how close she was to actually reaching the naval yard, so she had plenty of time to think about other things. She had time to worry about her friends and their fates in all the far-flung places they were being sent to; especially Pinkie and Applejack, who were being actively thrown into harm's way in a much more immediate fashion than the rest of them. She had time to worry about poor Fluttershy, all alone with that appalling husband of hers. She had time to worry about Sweetie Belle, and to hope that she would get by with the support of Apple Bloom and Scootaloo. She even had time to worry about Opal, and to hope that Lyra wouldn't forget to feed her and wash her regularly.

Rarity also had time to wonder, as the elevator continued to climb upwards, ever upwards, throbbing and humming as it made its way up the tether to the navy yard, about the new ship she was supposedly qualified to command. The Princess Twilight Sparkle. She had no idea what it was like. Probably some grey, blocky monstrosity with an oversized gun at the front that was totally unworthy to bear Twilight's name. Probably the interior decor was hideous as well. Perhaps she would be allowed to redecorate it as the captain. Probably not, Starfleet could be quite strict about such things.

Rarity wasn't entirely sure why she had been chosen to command a ship. She'd travelled through space, but only through warping fields or dimensional bridges, never on a starship. She hadn't even particularly enjoyed the space travel that she had undertaken. So why she was being sent out amongst the stars she really couldn't say, unless it was that someone was simply determined to get her out of the way.

That would not surprise me, Rarity thought. It would fit with the way that everyone else was sent away at the same time.

I do hope they're all okay.

The elevator juddered to a halt, and the spotless white doors slid open to reveal the grey metallic expanse of Neighfolk Naval Yard spread out before her.

It did not take Rarity long to realise, as she stepped out of the elevator onto a metallic surface painted all over the place with all manner of signs and directions, that her conception of the navy yard as essentially a dockyard in the sky had been sadly short of the mark.

Activity was buzzing all around her. Dropships were taking off from specialised hangar decks, even as other dropships were disembarking plane-loads of marines and Starfleet crewponies. Personnel were jogging this way and that under the direction of drill-sergeants with steely eyes and liquid voices. A few cumbersome tanks trundled in between the masses, making the ordinary ponies dash to make way for them. Four-wheeled razorbacks careened across the metal, coming to a screeching halt as they deposited high ranking officers, or picked them up.

One such razorback, painted in green with a single stripe of red streaking across the hood, skidded to a halt in front of Rarity with such speed that she took an involuntary step backwards for fear of being run over. An old-looking space pony stallion, with a grey mane and equally grey moustache, leaped out with surprisingly sprightliness for his apparent age. He was wearing the red uniform of the fleet operations branch, with the Starfleet emblem - an alicorn's head and wings, surrounded by a field of stars - worked in gold upon his breast.

"Cap'n Rarity?" he asked, his voice a thick brogue.

"Yes," Rarity said.

He came to attention and threw her a brisk salute. "Junior Captain Monkey Wrench, Cap'n. If you'll climb into the razorback I'll take you to see the beauty."

"The beauty?" Rarity said. "You mean the ship?"

"Aye, cap'n, and what a ship she is, she'll take your breath away," Wrench said, gesturing for her to climb into the razorback's passenger seat. Rarity did as she was bidden, feeling the black seat crumple under her a little as Wrench climbed into the driver's seat. He started the vehicle off, and soon they were careening all over the navy yard, scattering marines and crewponies in all directions, receiving yells from other razorbacks that swerved to get out of their way, barely avoiding a tank that showed no sign of stopping to let them pass. Rarity felt her knuckles go even whiter than usual as she clung on for dear life.

"Do you have to drive so fast?" she asked.

"You want to see her, don't you?" Wrench asked. "I can't wait to show you. She's a beauty, I tell you. And the things that she's done with a ship that have never been done before. She's got an energy shield you know, a shield to absorb damage. On a ship! Have you ever heard of such a thing? And that engine she came up with, by heaven..."

Rarity felt that she was missing a piece of this conversation. She seemed to mean the ship, but then there seemed to be another she that Wrench was aware of but Rarity was not, presumably the ship's builder or designer or something, because a ship could not do things with a ship that had never been done before. Unless it was a living ship, and that was a possibility Rarity didn't even want to think about.

They drove a breakneck speed under a passing dropship, practically scraping its belly with the top of their windscreen, before skidding to a halt at the other end of the navy yard, in front of a set of closed-off blast shutters that were obscuring the view out of a set of windows. They looked to be on some sort of observation deck, the lights were dim here, presumably to enable anyone looking out to see the stars better.

"Wrench, when you said you were going to bring the captain over I thought you meant you were going to bring her in one... Rarity, is that you?"

"Sunset...Shimmer?" Rarity asked as she climbed down, trembling, from the razorback. She could see Sunset standing in the middle of the observation deck, standing a little in front of a light-brown space pony in a civilian outfit. Sunset, of course, wore nothing at all, which seemed to be unnerving or disgusting a great many of the Starfleet officers who passed by. "Sunset, what are you doing here?"

"I'm here to greet the captain of the Twilight Sparkle and see heroff," Sunset said. "What are you doing here?"

Rarity shook her head a little to clear it after the excess of her wild ride over. "I am the new captain of the Twilight Sparkle, so I suppose you're here to see me, though I'm not sure why. What is this ship to you?"

"You don't know?" Sunset asked. "No, I don't suppose you would, I didn't tell you; I thought Twilight might have but- no, that can wait, what do you mean you're the captain?"

"Exactly what I said, Sunset dear," Rarity said. "I was ordered to report to the navy yard and take command of the Princess Twilight Sparkle. Not an assignment I crave, but orders are orders."

"You'd hope that they made sense though," Sunset said. "What about the rest of the gang, are they coming on board too?"

Rarity did not meet Sunset's eyes. "No. No, they're not."

"Huh," Sunset said. "What's happening to Friendship is Magic? Won't they be a mare down?"

"No," Rarity said. "No, that won't be a problem."

"Really?" Sunset asked. "What aren't you telling me, Rarity?"

"Nothing, darling, nothing at all."

"Rarity," Sunset said.

Rarity's brow furrowed. "Friendship is Magic has been broken up. I'm not the only one to have received another assignment."

"Where?" Sunset demanded.

"Applejack and Spike have been sent to Rangiveria with an infantry battalion-"

"Rangiveria!"

"Pinkie is the new attache to the court in Zebrica, Rainbow Dash has been posted to Canterlot under the command of Major Cerise... I forget the other part of her name, and Fluttershy has gone to Canterlot with her husband, to keep his house." Rarity did not bother to keep her disapproval out of her voice.

"When was this?" Sunset shouted. "Why didn't you tell me, why didn't you tell Celestia?"

"Why, to get out of it?" Rarity said. "What good would that have done? You know better than anyone how hard she's been having it lately. We didn't want to worry her even more than she already does."

Sunset pursed her lips. "You know she'll be hurt when she finds out you didn't tell her. Not as hurt as she'll be angry about it, but she will be hurt that her friends kept this secret."

"Do you have to tell her?" Rarity asked.

"Yes," Sunset said firmly. "Because eventually she'll find out that all her friends are gone and she'll want to know why nobody told her about it. She deserves to know."

Rarity nodded. "I suppose you're right. But please understand, Sunset, we really didn't want to worry her."

"She has so many worries, what's one more?" Sunset muttered.

"Anyway, I doubt that there is anything she can do, although if she could get Applejack and Spike back from that awful war we'd all thank her for it," Rarity said. "But you still haven't told me why you're here. What's this ship to you that you want to see it and meet its captain?"

"I wanted to make sure whoever got command of the Twilight understood just what they were getting their hands on," Sunset said. "Not that I expect to have much of a problem with you." She smiled, and with the air of a conjurer unveiling a trick she turned to the light brown space pony. "Can you raise the shutters please?"

The brown pony pressed a button, and the metallic shutters rose with a rattle and a clank.


Rarity looked out the window, and her blue eyes widened as her breath caught in her throat.

Before her, attached to the dock by a latticework of gantries and umbilicals, sat a ship that was nothing like Rarity had ever seen before, like nothing she had ever imagined.

A far cry from the usual run of boxy Starfleet cruisers, the Princess Twilight Sparkle was shaped roughly like an arrow, with its central section being a long round tube, perfectly formed, with windows set into it at intervals going down. At the front, what Rarity took to be the main section of the ship, was a more bulbous section in the shape of a heart, or possibly an arrowhead if looked at from the right angle, tapering to a single sharp point at the ship's prow. At the stern, positioned just in front of the engine block, were four wings each one looking like the feathers on an arrow shaft. The whole vessel was painted in lavender, with highlights in pink and purple just like Twilight's mane. Rarity noticed that although some of the windows were square, others had a heart shape just like the windows in old Ponyville before its fall, and in front of the ship's name, the proud Princess Twilight Sparkle that it bore in white along its flank, was painted the six pointed star that had been Twilight's cutie mark, and the symbol of her magical element.

"She's something else, isn't she?" Sunset asked proudly.

"She... I didn't expect anything like it," Rarity murmured. "What kind of ship is this?"

"Twilight's ship," Sunset said. "I mean that. She designed it. It was built from blueprints that she left behind."

"Twilight... designed this?" Rarity asked. That must have been what she meant, so long ago. Still, where did she find the time to get all of this done?

"The ship's structure, and the engine too," Sunset said. "A brand new engine, four times as powerful as the E-Types they use on Starfleet’s last generation battlecruisers. And she's only a fraction of the size, which means she's fast, and I mean fast. Like the Rainbow Dash of space fast. And that's even with the shields up, with the shields down I doubt there's a ship that can catch her."

"It sounds as though there's more to your tone than just appreciation for Twilight's achievement," Rarity said.

Sunset shrugged. "Twilight had asked my help checking her calculations for the engine, along with Moondancer and the other Twilight. But... the plans weren't quite finished by the time she... Celestia asked me to take a look at it and finish them off, if I could. Then, once the blueprints were done, we showed them to Wrench here and to Plate Weld, the ship builder-"

"And I said you'd have to tie me up to stop me from building it," the light brown space pony, who must have been Plate Weld, said as he moved closer to them. "I don't know if I'll build another like her in the rest of my career."

"If her shakedown cruise goes as planned then there might be a whole fleet of them," Sunset said. "Rarity, another thing you need to know. Twilight designed this ship for exploration, not warfare. That means there are no guns, no missiles. But you have got the energy shield, which can theoretically a volley of nine eighteen-inch armour piercing shells without effect and you have got an ion cannon in the nose which can disable any opponents you run into."

"I did ask about adding some weapons," Weld said.

"But I said that Twilight didn't design it to be armed, and she wouldn't have wanted it to be armed," Sunset finished. "Not with anything lethal, anyway."

"Quite right," Rarity said.

Sunset turned away, to look out at the ship below them. "You've got... this is Twilight's legacy, Rarity. Or part of it anyway, the part that doesn't reside in your heart and those of your friends."

"And yours as well, darling."

"The point is," Sunset continued. "That this what Twilight left to us. This ship, this... hope. Take care of her."

"But of course," Rarity said.


"Oh my gosh, oh my gosh, Captain Rarity you wouldn't believe how excited I am to finally meet you!" All of this was squealed excitedly by a light blue unicorn wearing square-framed spectacles, whose long dark hair fell in waves down her back. She recovered herself sufficiently to stand to attention. "I mean, um, Junior Lieutenant Bridge Bunny reporting ma'am! Welcome aboard ma'am! It's an honour to serve with you, ma'am!" She snapped off a salute.

Rarity smiled as she returned the gesture. "Calm down, Lieutenant, when you've served with me for a while you'll realise I'm no one special really. I'm just a dressmaker who got lucky in her choice of friends."

"That's not true!" Bridge Bunny shouted. "I mean: that's not true, ma'am! You're record of heroics speaks for itself."

"Twilight's heroics," Rarity said softly. "I was just along for the ride."

"With respect, Captain, I don't believe that," Bridge Bunny replied.

Rarity chuckled. "I'm touched, Lieutenant, but I think that we'll have to agree to disagree about that. Now, what happens now?"

"It would be my honour to escort you to the bridge, ma'am!"

Rarity said, "Thank you, Bunny, but you don't have to yell everything you say to me. Just speak to me like you would a friend."

Bridge Bunny began to blush. "The famous Captain Rarity wants to be my... OH MY GOODNESS THANK YOU SO MUCH! You won't regret this captain, just follow me!"

She led the way through the lavender-painted corridors of the Princess Twilight, eagerly telling Rarity how she knew all about all of her adventures, and how very impressed she was by all the things that Rarity had done, and even how she had all of Carousel Fashion's catalogues, even though she couldn't possibly afford any of the dresses in them. Rarity resolved to send her some free samples, but decided not to mention it in case it brought the young lieutenant to tears.

"And this is the bridge!" Bridge Bunny declared as two doors slid open in front of her, revealing a large, round room with windows looking out in the starry expanse around them. A large chair sat in the centre of the bridge, with consoles on either side filled with flashing lights and blinking buttons. Panels of controls lined the three walls not taken up with the window on the world, and at those panels sat crew in Starfleet uniforms, all of them already beavering away at their appointed tasks.

"Captain on the bridge!" a metallic voice declared, followed by a high pitched piping sound as Rarity stepped through the doorway and onto the bridge itself, the purple carpet crunching beneath her feet.

"Welcome aboard, captain," the same metallic voice said as a robotic figure in a red cape blocked Rarity's path.

Rarity frowned. "Fratello?"

Fratello nodded. "I'm your security chief and XO."

"No, I don't mind," Rarity said. "But what about the lab?"

Fratello's face, being made of metal, was expressionless, but his voice sounded a little excited as he said, "I've wanted to get out of their since I got there. I'm not a scientist, I'm a guard. And who wouldn't rather have adventures in space than be stuck in laboratory?"

Rarity nodded. Fratello was a strange creature, in appearance if not in nature. He had been Cadance's brother - he was Cadance's brother - but to save her from a great evil he had apparently sacrificed himself in battle with the forces of the Robot Empire. Little had anypony known that he had survived the battle, and been subverted by the very enemy he had sought to defeat, which had converted him into its leader, its captain, its spokesman. Yet Fratello had fought against the cybernetic implants they had given him, fought to remain a pony, fought to remain the brother that Cadance loved. Until, despite her best efforts, and thanks in no small part to the obstinacy of Starfleet, Cadance had been forced to kill him.

And there things might have ended, had it not been for Twilight and, loathe though Rarity was to admit it, for Brain. Brain had designed a robotic duplicate of Fratello, a robot butler to keep Cadance company and help her through her grief at Fratello's death. Whether the idea was inspired or insensitive depended a great deal on whether the person you talked to had a cutie mark or a code number. Twilight, meanwhile, had created a clay golem for Fratello's spirit to inhabit, but that spell had not survived Twilight's passing, and it seemed as though Fratello was gone for good. But he had returned again, clinging to his sister through sheer force of will and a love that was as great as hers, possessing the robotic duplicate built by Brain and making it his body and his home.

Rarity had long since ceased to find the metal body unsettling. In fact, when she looked at his electric blue eyes, she almost believed that she could see a spark of life in there, a spark of the soul that lay within the circuits and the disks. The red cape, given to him by Celestia many years ago, certainly helped to ponify him to. Wearing it, he seemed more like a pony than a machine.

Fratello saluted. "You have the bridge, captain. I stand relieved."

"Thank you, Fratello," Rarity said, as she crossed the bridge to settle in the big chair in the centre of it all. It was, she had to admit, beautifully upholstered, absorbing her without letting her sink in.

There was a flash of light, and a figure appeared in a holographic display on the edge of the right arm of her chair. It looked, at first, just like Twilight. But, on closer inspection, Rarity found that it was not quite Twilight. Twilight hadn't worn glasses for a start, and this holographic figure was wearing a pair of very cute glasses on her face. Nor, as far as Rarity could remember, had Twilight ever worn her hair in a high bun like this figure did. And the most important fact was that this figure did not have a pony face, but rather a flat, almost squashed looking thing with a barely visible nose.

"Hello, captain," the figure said, in a voice that was almost uncomfortably close to that of Twilight. "My name is Midnight, and I am the Artificial Intelligence of the Princess Twilight Sparkle. It is my role to assist you in any matters concerning ship functions."

"Thank you," Rarity said cautiously. "I'll let you know if I need anything."

Midnight nodded, and must have been able to take the hint because she disappeared shortly after in another flash of purple light.

"Captain," Bridge Bunny said from her seat at one of the stations to Rarity's right. "We're being hailed by the GRS Valiant from outside the dockyard."

"Answer it," Rarity said.

"Roger, captain, hailing frequencies open," Bridge Bunny said.

"This is Captain Plasma of the battlecruiser Valiant requesting to speak with Captain Rarity aboard the Twilight Sparkle," the voice was a little broken up over the comm, but it was distinctively male, with a gruff overtone.

"This is Captain Rarity aboard the Princess Twilight Sparkle," Rarity replied. "Go ahead, Valiant."

"How are you finding your pretty new ship, captain?"

"Are you jealous, Captain Plasma?"

Plasma laughed. "The Valiant may not win any beauty contests, Captain Rarity, but she's got it where it counts."

"Firepower?" Rarity guessed.

"Heart," Plasma said firmly. "This old lady's got lots of it."

"How can a ship have a heart?" Fratello muttered.

"Did your tin can of an XO seriously just ask if a ship can feel?" Plasma asked. "Put your hand on a bulkhead and I can guarantee you can feel a heartbeat. A ship's got a soul, Captain, just like you and me and even the robot. That's why you have to treat her right, like a lady."

Rarity smiled, though she knew the other captain couldn't see it. "I'm well aware of how a lady deserves to be treated, Captain. Did you hail me just to tell me how to treat my ship?"

"No, I called you to give you your first orders," Plasma said. "Shipping lanes have been plagued with pirate attacks in increasingly large numbers, and increasing boldness, too. The Princess Twilight Sparkle is to assist in patrolling the Epsilon Eridani sector against these marauder scum. You're to accompany the Valiant, Thunderchild and Endeavour to coordinates I'm sending now, and then we'll part ways to patrol more ground. So follow us once you clear the dock, matching course and speed to ours. Valiant is flag on this operation, so send any reports to me and I’ll send you any relevant orders that I receive."

"I understand, Captain, thank you."

"Valiant out."

"All right then," Rarity said. "Helm, take us out, manoeuvring thrusters and one quarter impulse."

"Aye, Keptin, one quarter impulse," the space pony at the helm controls in front of Rarity said in an accent that she couldn't quite place.

And, as the Princess Twilight Sparkle cleared the enclosures of the navy yard and fell in behind the grey metallic Starfleet men of war, as it began to sail through the vault of space, with stars passing by on either side, driven by a mighty engine of her friend's design, Rarity fancied that she could feel something, a deep, pulsing rhythm that was, as Captain Plasma had said, almost like a heartbeat.

It was Twilight's heart.

Author's Note:

This chapter is a bit of a lighter one, absent any noticeable Starfleet douchenozzles. There are some nods to Star Trek here and there, but a much bigger influence on Starfleet in space is the UNSC from the Halo games, atrocious driving and all.

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