• Published 13th Nov 2015
  • 3,667 Views, 46 Comments

RWBY: Shadows of Our Past - ExaltedDarkrai



Sombra has a new power that threatens Equestria and all its residents. The Royal Sisters have divised a plan to stop Sombra. That plan involves a spell and Team RWBY. Can the 4 Beacon students deal with this new world at it's worst in their new forms

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The Call

The ponies looked back, seeing three shadowy wolves clawing at the barrier. The same 3 wolves who had chased them down in an attempt to kill them all.

"That was WAY to close." said Rainbow, not taking her eyes off the hungry beasts

"Thank goodness for Celestia. If it wasn't for her barrier...well, we all wouldn't be here right now." thanked Rarity. She wasn't wrong. The barrier had saved their city, including all the innocent ponies as well.

"It's not just our city. Princess Celestia, said she would put barriers around all Equestrian cities."

"Twilight's right, The Princess saved, argh, all of us." agreed AJ, still hurting from the giant wolf's attack.

Suddenly, a mare with a silver mane and scroll cutie mark approached the group of friends. This pony was the mayor of Ponyville, Mayor Mare. She stopped in front of Twilight, a look of relief, but still a hint of worry, on her face.

"Princess Twilight, thank Celestia you are safe. I remembered you telling me to hold all requests and messages for you while you went out with your friends, and then Celestia sent that message, and I worried that you wouldn't make it in time, and..." started the mayor on a fearful rant, similar to one of Twilight's own rants.

"Mayor, calm down. Don't forget to breathe. Remember that technique from Cadence I showed you?" reminded Twilight.

The mayor then performed the technique a let out a long and slow breath

"Thank you Princess, I needed that" thanked Mayor Mare.

"Now what is it you wanted to tell me?" asked Twilight carrying distress all over her face.

"Ah, yes. Allow me to give you a report on the current...situation." said Mayor Mare, wanting to get straight to the point.

"As for those hideous beasts, none of them made it into the city, but as you can see they got extremely close. Nothing was cut off by the barrier except for two of our smaller crop gardens. All the gardeners managed to make it into town with little trouble at all, thankfully. Nopony was injured, but there were many cases of...extreme panic. Ponies were running everywhere yelling and screaming, but most stayed as calm as they could. We managed to calm all of them down, however. We also have gotten a majority of ponies taking refuge in our town after the message. We are currently trying to accommodate all of them at the moment. However, one of them is that magician pony that took over our town."

"Wait...Trixie!?" exclaimed Twilight, remembering the Great and Powerful Trixie's "visit" to Ponyville. If you asked Twilight whether she thought Trixie's first or second visit was weirder, she would reply "yes".

"Yes, she is currently in Sparkling Motel if you want to consult her."

"N-no, not right now, I need to...Oh my gosh!" Twilight said, remembering something of extreme importance.

"I need immediate medical help for Applejack, she was injured by one of those beasts!"

"Twilight, It's, ugh, fine. I-it's just a flesh wound."

"Applejack, there is STILL blood dripping from your wound, that's one serious flesh wound." replied Twilight.

"Yeah AJ. Don't go pushing yourself." said Rainbow Dash, showing concern for her dear friend

"I need her put in a room at the local hospital, and get her examined right away, if possible." ordered Twilight.

"O-of course Princess." started Mayor Mare. She was staggered by the size of the cuts on Applejack, as well as the amount of blood dripping out of them slowly.

"I'll write a letter telling the pony at the reception desk to...Oh my!" the Mayor gasped and turned Twilight to get a better look at the cut on Twilight's side that she just noticed.

"Princess! Y-you have been injured! Are you alright, do you feel faint, does it sting, will you..."

"Mayor, I'm...fine. I just need to mend it with my magic. Oh, Applejack let me mend you first since you need it more."

"Twilight, are you sure you'll be fine? That healing spell takes a lot out of ya and you've been through a lot today.

"I'll be fine Applejack, just stand still and let me work my magic."

Twilight activated her horn, and aimed it at the three scratches engraved on her side. Applejack's body illuminated and the farm pony waited for the moment of relief.

But it never came.

Twilight was straining to keep the spell going, but the injury would not disappear. The alicorn looked up, expecting to see her friend healthy and clean of any scratches, but only saw the same injured, cringing Applejack staring back at her.

"What?! How...why is the mark still there?" questioned Twilight

She then immediately tried again, much to the farm pony's surprise. After Twilight stopped the spell for a second time, felt just as tired as when she started, and looked up to see AJ still with three giant slashes on her she said...

"I don't get it. I'm positive I did the spell right. Why isn't she getting healed. Let me try it on myself."

She then cast the lavender aura around her own body and began to try and heal herself. The only difference was that this time it worked. Much to everypony's surprise, Twilights bloody wound began to mend quickly and before long, the two bloody gashes on Twilight's side had completely disappeared and she looked as good as new.

However, Twilight, after removing the aura from around herself, began to collapse from exhaustion.

"Woah there!" said Rainbow Dash as she rushed over to her falling friend, flying to her side so she could lean against her.

Twilight put hoof to her head and slowly opened her eyes, she then immediately jolted awake to check injury, realizing that her sudden fatigue meant that the spell must have worked.

Looking down she saw just that. Her wound had completely vanished.

"Twilight's injury is gone." observed Flutttershy

"Why did the spell work on me and not Applejack?"

"Beats me. I didn't feel a thing while you were casting the spell. Besides this, urg, pain from the cut."

Twilight was now deep in thought, thinking about this puzzling question until the only reasonable answer revealed itself to her.

"It can't possibly...could those beasts have magic disabling abilities?" asked Twilight looking up at her friends and the mayor.

"That certainly is a possibility, but then why did the spell work on you. You were cut by those beasts as well." Rarity replied, not positively sure about Twilight's conclusion.

"I wasn't cut that bad and it didn't go as deep. Applejack's went, well. look at it! It's massive!" answered Twilight.

"Listen, it doesn't matter! We need to get AJ to hospital. Fast!

"Right, lets hurry over..."

"Argh!" AJ keeled over, reeling in pain. She had her hoofs on stomach and tears were gathering in her eyes.

"Applejack!" Twilight exclaimed. She was now running to aid of her friend along with the others as well as some random pedestrians.

"Applejack, what's wrong! Are you ok?" asked a worried Pinkie Pie who has clearly taken more than she can take in one day, and was on the verge of breaking down at how fast the world was crashing down around her.

"It's...it's mah heart. I...I don't know what's wrong. Please help...me." Applejack was barely able to mutter out those few words due to the extreme pain she was going through."

Twilight didn't know what to do. She looked around frantically and managed to see the hospital on the other side of town. In a panicked and frenzied state, Twilight shut her eyes and yelled...

"EVERYPONY OUT OF THE WAY! WE NEED TO GET TO THE HOSPITAL RIGHT NOW!"

Even without using her voice enhancement spell she was able to yell loud enough to cancel out the sound of the entire murmuring crowd in her tired condition.

Much more in control of her emotions, she hastily asked Rarity after ponies made them a path....

"Rarity, help me levitate Applejack to the hospital."

All six ponies, as well as Mayor Mare made their way to hospital the now crying Applejack being levitated in the air.

"What's happening to AJ!?" yelled Rainbow Dash

"I don't know, it probably has something to do with that claw..." started Twilight who was answering Rainbow Dash's question

"No, what's happening to her NOW!"

"What!?"

The other six ponies looked up to see something that horrified them. AJ's fur coat was darkening. from head to hoof, all of her fur, while still showing a slight shade of orange, looked gray and lifeless. Grey and lifeless...where has Twilight heard that before. Not only that, her ears were changing, now ending in a slightly sharper point.

"What is going on!?" screamed Twilight, who was losing her own grip on reality

The hospital was now clearly in sight. The rest of the Element bearers looked on in dread, possible scenarios darting around in their heads about the fate of their friend who was now barely conscious with tears still dripping down her face. When visibly showing teeth due to pain, one could see that the mare was now baring a small pair of fangs as well.

When they finally reached the hospital, they entered and immediately stormed past the receptionist, not caring for decency at this point, and arrived at the main part of the hospital. They found a doctor and hastily approached him. Twilight, who was galloping with all of her might almost slammed into the doctor. She only, however, slid into him causing her to look up at him while speaking.

"Please sir, we need help. We-we don't know what is happening to her, but we know someone needs to properly mend that wound. Don't try healing spells, we already tried that and it doesn't work. Just....just please help my...our friend." pleaded Twilight. Sadness and despair were draped across her face with concern and pity for her friend.

The doctor's face turned from one of confusion to a new look of determination.

"Don't worry Princess. We are trained to handle situations like this. We're just gonna have to handle this the old-fashion way. Nurse Helping Heart, get a stretcher and get this mare to the nearest room , there's no time for formalities!

The nurse got one of the stretchers and the two horned ponies placed the poor mare on said stretcher. Meanwhile the farm pony was only crying while repeating the same words over and over again in a helpless and bleak manor.

"I don't wanna die. I don't wanna die."

The mares could only watch as the nurses and doctors wheeled their friend away.

The friends walked out of the hospital, one of the nurses informing them that it would be a while until the doctors would finish. The mayor added softly...

"Princess, I'll handle all of the...formalities, if you can even call them that, of this situation. Go take all of this in at your castle and...please rest."

"The mayor is right Twilight." Rarity started, adding on to the mayor's statement. "As long as Celestia keeps up these barriers, anyone in an Equestrian city will be safe. so just go and rest and..."

"NO!"

The ponies turned to look at the origin of the sad and angry shout. They were all surprised by the sight they gazed upon, mostly due to the fact of the pony who was shouting. The one who let out this scream was somepony who was now devastated beyond belief. Tears were now forming in this mares eyes at her current realization. This mare was now so troubled and sad that she didn't know if she could keep going.

That pony...

was Pinkie Pie.

"Pinkie what's wrong? Why did you..."

"This...can't be happening. I-I can't Twilight, I just can't!

This was not the pink party pony that Twilight had grown to know over 2 and half years. She was pulling her mane, crying, and had just knocked over a nearby picnic table.

"Pinkie! What is wrong! I can't take all of this sadness! Just tell me what's..." Twilight started only to be interrupted by

"It's...It's my parents!"

There was now silence. Twilight stopped what she was saying and backed up. She now realized what was going on. Why Pinkie was so crushed and upset.

"M-my parents...don't live in an Equestrian city, they live in the country. They don't even live *sniff* near any city."

No one knew what to say, how do you reply to a pony telling you their parents are now dead. Rarity put her hoof over her mouth tears building in her eyes. Fluttershy was on the ground. Her already silent cries were now being muffled by her mane. Rainbow put her head down and closed her eyes, trying to hold back the tears with no avail. Mayor Mare simply gasped and lowered her head in sadness. Twilight...Twilight was shattered, broken. She had watched two off her friends go through both the most extreme cases of physical and mental pain in their lives. All she did was cry and look away from Pinkie.

Pinkie was on the ground crying. However, unlike Fluttershy, they all could hear her sobs. It wasn't extremely loud, but just the right volume to make you feel terrible without being obnoxious. She looked up only to see all of her friends look away from her. They couldn't look at her in his state no matter how hard they tried. She just kept staring at her friends, waiting for someone to tell her it would be alright, that she was overreacting like she always does, or even just comfort her. But it didn't happen. Everypony knew, even Pinkie, that if those beasts could destroy three Equestrian cities, a small country house on a large flat rock farm would be child's play. They had virtually no hope for survival.

"Marble, Limestone.... Maud." Pinkie muttered. "I...I can't keep going. I..." She now realized that the same fate would apply to her beloved sisters as well and called out their names, wishing that they were there with her, telling her that they were ok. She couldn't stop her own crying. No matter how hard she tried to find any positivity within her, she just couldn't find a single remnant of joy or happiness . She only had her friends to console her, and even then, they could barely glance at her. All she could do was grieve, and grieve, and grieve.

After they disbanded and went their own ways, each Element bearer, besides Applejack, went home handled the situation in their own way.

Twilight went back to the castle to assure Spike of her safety as well as the condition of Applejack and the fate of Pinkie's parents. She also went over to Sweet Apple Acres to inform the Apple family of Applejack. Applebloom took the news the hardest. She denied it, called Twilight a liar, and eventually ran out into the orchard sobbing. After heading back to her castle, she wrote a letter to Celestia detailing the events of that day as well as the situations of her two earth pony friends. She told her that she was alright along with her town and her friends. After finishing the letter and preparing to send it, she handed it over to Spike and had him magically mail to Canterlot Castle in a puff of fire and smoke.

Rarity went back to her boutique to find Sweetie Belle who was in her room crying into her pillow. After learning of the fall of Manehatten, she then realized that that meant her fellow Cutie Mark Crusader, Babs, had...well, you know. Rarity's absence in this dire time didn't help because she knew of her sister's picnic with her friends. Assuming the worst for both cases, she couldn't take it anymore. After consoling her dear younger sister, Rarity wrote a letter to her parents in Hoofington, asking if they were alright, and assuring her, as well as Sweetie Belle's safety.

Pinkie barricaded herself in her room. She even threw Gummy out of the room to emphasize that she wanted to be alone. The Cakes, despite this, tried to talk to Pinkie, but with little to no success. All she did was look at her family portrait in her room and cry.

Fluttershy wrote to her parents in Cloudsdale, her letter containing almost the same basic purpose as Rarity's. Aside from that, all she did was lock up her cottage like it was Nightmare Night and comfort her animals in an attempt to distract herself from all the tragedy.

Rainbow simply checked on the members of her weather team, headed back to her cloud house and comforted her pet tortoise, Tank.

Princess Celestia, received Twilight's letter and let off a massive sigh. A huge worry in the back of her mind had been lifted and she could now more clearly focus on the more gripping matters at hand. Only four cities had responded to the Princess's message, not including Canterlot. Those cities being the following in order.

Cloudsdale, Ponyville, Hoofington, and Appleoosa.

The Princess was concerned. So many cities, if they did not reply in seven minutes would fall. So many lives lost. So many families destroyed. The only positive to this being that Celestia cannot hold all the city barriers up forever. Five however, could be managed. Especially since two of the five were small towns. Celestia pondered on Equestria's current predicament. Cloudsdale and Canterlot would run out of food if trade was not put in order. But could two small towns and a small rural city feed the second and third largest cities in Equestria and themselves. Celestia needed a solution to combat these new threats. She needed a way to end the problem once and for all. She needed to find her sister and head to Ponyville.

Once Luna was summoned from her quarters to meet with her sister, she immediately teleported to the main throne room. Faced with her older sister, she asked...

"What is the problem my sister?"

"We are embarking to Ponyville, my student needs my help and I think her and her friends might hold the key to stopping this."

"Really? I-I mean, please go on."

"Hmm. Twilight and her friends might not be able to stop this directly, but creating a solution that will help us stop this menace is something I believe they can do."

"What is it that you will have them do, sister?"

"I plan to have them bring a solution to us, from a place that could possibly be far, far away. In simpler terms, I'm having them make a call for help."

--------

In the World of Remnant...

"Ruby, what are you doing!? We are going to be late to the match!?"

In the courtyard of Beacon, three soon-to-be huntresses were waiting for their leader. A girl with blonde hair, a brown jacket, and two golden bracelets stood impatiently on he left of her teammates. Yang Xiao Long was more impatient of her teammate's constant yelling rather than the punctuality of her younger sister. Another girl with black hair, clothes, shoes, as well as a nice little black bow on top of her head stood in the middle of her two other first year teammates. Mostly, Blake Belladonna stood their to keep the other two from biting each others' heads off. Weiss Shnee, who was wearing her usual white skirt and high heels as well as sporting her usual ponytail, was once again shouting at their young leader Ruby Rose. Ruby quickly approached her an apologetic look on her face. She was also wearing a skirt, although this one was red and black. she had several belts of bullets wrapped around said dress and was also carrying a giant convertible scythe surprisingly. In fact they were all carrying their weapons, some more hidden than others. Ruby was carrying one more thing. A large case. One containing multiple Dust fragments and crystals, bullets that could be used in many different kinds of weapons, spare parts for weapons, rounds and magazines, and much more.

"Isn't your semblance supposed to be speed?" asked Weiss in an annoyed tone.

"Sorry, sorry, I just bumped into somebody and I dropped the case and I had to get..."

"Don't sweat it Ruby, Weiss is just a stick in the mud."

"Yeah, it's fine. We still have plenty of time before Jaune's team start their fight." Yang and Blake assured Ruby respectively.

"You better not have lost any parts back there, Pyrrha wanted to try and fix he weapon after the fight. And I am NOT a stick in the mud!"

"Hehe, yes you are...sometimes...most times...all the time...I'm gonna stop talking now." Ruby replied, trying not to be to offensive.

"So you think Team JNPR can win?" asked Blake as they started to walk to the shuttle station that flies them to the coliseum.

"Against Team BRNZ? Of course! If they can handle their sniper tactic, they can beat those pushovers. Besides, they have Pyrrha!" Yang replied.

"It's a good thing you are not the commentator." mumbled Weiss

"Listen team, we have taken down, the White Fang and Torchwick, we can win this tournament!"

"..."

"..."

"..."

"Ruby that has nothing to do with what we are talking about now." Blake said in utter confusion

"It doesn't? Oh sorry, heh."

"Whatever, lets just get to the coliseum before all the best seats are taken." Yang said nonchalantly

Suddenly, a bright flash blinded the entire teamed, forcing them to shield their eyes

"What was that?" screamed Weiss

When they opened their eyes the entire world was frozen. No one moved, talked, or even breathed. It was like the entire world was enveloped in a photo, no one moving out of place."

Looking around, each member of Team RWBY saw that none of them were affected by the sudden halting and were about to ask each other what was going on.

But before any of them could speak, a light formed around them and formed the shape of a hexagon. The ground then kept that hexagonal shape while all the other light lowered into that hexagon forming on the ground. Then the corners of the hexagon each started to glow different colors. Lavender, orange, cyan, yellow, pink, and white. The colors shone brightly on the ground, reflecting off the young heroes' eyes. Then there was silence. The first year students were too frightened to move and the light was not doing anything besides forcing them all to cover their eyes in fear of burning their retina . All of a sudden, the six lights each grew extremely bright and rose up circling the four students. The lights grew brighter and brighter until everything was going white. They all felt tugging on their bodies and were starting to lose consciousness. As they all felt their bodies changing and altering Ruby let out one final cry before the real changes began and they all passed out.

"Hold on everybody!"

That was the last sound they heard before the more serious changes began to happen to their bodies and they fell into darkness. Their bodies stretched out and became thinner. Their arms and legs grew bulkier and shorter to match their new forms. All their hands became to curl up into fists, only for their fingers to merge together removing any traces of digits. The bottom of their new hands became flat and hard, officially becoming hooves. The same thing happened to their feet as well. Their skeletons altered to fit a quadruped form. Their hips caved in to have them fall on all fours and a crack in their spines forced them to stay like that. Their shoulders also caved in to keep their front hooves in front of them. The joints, however, remained. from behind them, tales popped out matching their respected color. Their necks extended and grew in size before the last of the changes began. There head grew in size as their skull altered as well. Their noses and mouths came together and extended into a muzzle. Their senses of smell improved slightly, except for Blake. Blake's senses all weakened, especially sight. However her hearing stayed pretty much the same. The reason is because Blake is a Faunus. A half human, half animal hybrid. She was part cat. Or at least she was. All their ears moved to the top of their heads and grew pointed, except for Blake's whose ears simply moved to the left and right and lost their fur. Blake's bow now covered nothing but memories. Their hair and eyes altered slightly to match their new forms as well, and their teeth changed to better suit a vegetarian diet. Their skin now rapidly grew fur. In a matter of seconds, each student each had a fine layer of fur that looked like it was skin itself. Ruby's fur was the same color as her previous skin, Weiss's fur was basically white, Blake's fur was black with a slight mix of brown, and Yang's fur was a yellowish orange. Their clothes had altered for their new bodies but kept the same design and theme. Finally, a symbol appeared on each of the students' flanks: a rose, a snowflake, a drop of ink, and a small burst of fire.

The light then dimmed and four ponies were now laying upon a hard crystal floor.

Author's Note:

Hello Everypony
My name is DarkraiDimentio, but just call be Dex.
Happy Thanksgiving!
I was going to post this yesterday, but I decided to add in the last transformation bit because why not. Also, the finale of Season 5 of MLP is coming up soon, and I'm excited and bummed that it's coming. What are your guys thoughts and expectations. Season 5 has given me my new top 2 favorite episodes: The Mane Attraction and Crusaders of the Lost Mark, so I'm sad to see it go, but I looking forward to the future. Feel free to comment on your thoughts on this chapter and Season 5. I'm interested, ok!

If you are confused about Team RWBY's design, just look at the cover art for the story, it's what I based them on. Except for their pony races, that will be revealed later.

BTW I got kinda dark in this episode so comment about your reactions to this story as well.
That's about it for today guys and gals

Stay amazing!