• Published 8th Jul 2016
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History Lesson - Pun System



Starlight and Twilight drink a potion which reveals the downward spiral one of Starlight's alternate universes took. Meanwhile, Twilight watches Starlight take a downward spiral of her own.

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The Storm

The time-travelers’ vision flashed with light. As their sight began to return, they found themselves in an apple orchard which had been dusted with the last snow of the season. All around them, time sped by as the thin sheet of snow disappeared, melting away before their very eyes. Before long, their attention was drawn to a particular tree bud which blossomed into a beautiful flower whose otherwise snow-white petals were rimmed with pink. There was hardly a pony in Equestria who did not recognize her national flower, the apple blossom. Over the generations, it had come to symbolize the Equestrian way of life. The flower’s white center symbolized the purity of the ponies’ hearts and the innocence of their lives, while the pink expressed the ponies’ gratitude for all the possessions and friends they held dear.

A passing honeybee landed on the blossom. Once it had gathered the nectar and pollinated the flower, it flew on to another flower, and time resumed its accelerated march. The glory of the flower quickly faded, and one by one the petals fell until only a single petal remained. At last, this petal also detached itself from the stem and began the journey to the ground several feet below. Its fall was somewhat softened by the breeze which carried it out into a nearby road. It was on this road that the petal came to rest, though it was not to rest peacefully; a moment after it landed, it was trodden underhoof by an Equestrian soldier. The New Equestrian Army was on the march towards Fillydelphia.

The army marched in a column six ponies wide, each pony clad in a combat suit. The suits possessed an “old-meets-new” look about them. The helmets took design cues from the Royal Guard helmets minus the plume on top, but were colored camouflage green. Below the helmet, a similarly colored camouflage green top covered the soldiers’ chests, upper forelegs, backs, and bellies. Plates of armor were fastened to the ponies’ legs and chest armor. The greaves on their hind legs were worn over top of a pair of camo pants, which were fastened around the waist by a black belt.

The outside lines of the column were composed of unicorns whose sheathed swords hung from their belts. Each unicorn had a shield emblem on the shoulder patch of their uniform. The second row inward consisted of earth ponies. These ponies wore shields on their backs and carried swords or crossbows in alternating rows. They wore the same green camouflage combat suits as the unicorns, save the shoulder patch and the helmet, which possessed no hole for a horn. Ponies with crossbows had an arrow’s fletching on their patches, while ponies armed with swords bore an emblem depicting a sword striking down onto a broken shield. The innermost two rows consisted of pegasi. Their suits were lighter, and each pegasus was armed with a crossbow. Their shoulder patches featured an arrow’s fletching embossed over a pegasus wing. At the head of each company marched an officer. At the officer’s side was a flagbearer. The simple tri-color banners caught the breeze, proudly displaying three vertical bars: white, navy, and pink.

A snare drum and cadence caller could be made out above the sound of marching hooves. Loud and clear, a male voice cried out to a minor-key version of the chorous of Pinkie’s Smile song:

“Come on everypony, hold your heads high.

Today we will see our enemies die.

We’ve a score to settle with those fell brutes.

Tread them all underneath our boots.”

The rest of the soldiers joined the cadence caller for a second chorus:

“Come on everypony, hold your heads high.

Today we will see our enemies die.

We’ve a score to settle with those fell brutes.

Tread them all underneath our boots.”

Half the troops began a third chorus, while the other half began a counter-melody.

“Come on everypony, hold your heads high. Yes a perfect gift for u-us

Today we will see our enemies die. Is a bloodied battle trophy.

We’ve a score to settle with those fell brutes. To make us happy as can be.

Tread them underneath our—

(Unison) No one

Comes home

With a

Clean blade.

Fiiiiight!

For Equestria!

And for freedom!

And for revenge!

The snare drum sounded a few more times, finishing out the battle hymn.

As the cadence caller started into a second chorus, Twilight spotted her brother marching alongside Pinkie and Limestone. All three wore officers’ helmets whose plumes matched the ponies’ natural hair colors. Their uniforms were slightly more formal, though they had not forgone the armor plating on their legs and chests. Pinkie and Limestone wore saddlebags filled with rocks on their backs, and each was armed with a slingshot. Shining Armor was armed with a golden halberd which shimmered in the light of the sun, and he wore a pin of his cutie mark on the right side of his chest. A quartet of stars adorned each shoulder of his uniform.

Twilight waded through the sea of incorporeal equines, Spike and Starlight right behind her. Once they had drawn close enough, they could make out what the other three were saying.

“… and if that’s the case, then Rainbow will drop in right behind you with a wing of pegasi,” Shining Armor stated.

“And if Bon Bon and Big Mac get into danger?” asked Pinkie.

“The W.A.S. Spitfire and her captain are in position above the eastern road,” he said as he gestured to a patch of sky off to their left. Twilight looked in the indicated direction and saw a blimp unmistakably designated as a Wonderbolt vessel with its bright blues and yellows. Even though it was quite distant, it was obviously significantly larger than a civilian airship. Several smaller airships flanked the large blue blimp.

“What about the W.A.S. Soarin?”

“That’s the one Rainbow’s stationed on,” Shining said, pointing directly overhead. Twilight looked up and spotted a very large blimp high in the sky. A number of mismatched civilian-looking airships formed the wings of a V formation on either side the Soarin.

“This is the W.A.S. Spitfire,” called the airship’s namesake via Pinkie’s Element and the pin on the right side of Shining Armor’s uniform. “We are in position. Over.”

“Copy that, Spitfire,” Shining relayed back. “The north column will arrive at our destination shortly. Everypony else report in.”

W.A.S. Soarin speaking. We’re almost there,” said Rainbow Dash.

“East column almost in position,” called Bon Bon.

“The northeast column is scheduled to arrive on time,” called Sunburst.

“Good,” affirmed Shining. “Airships, what’s the situation look like from up there?”

A brilliant flash of light briefly blinded Twilight, Starlight, and Spike. When their vision returned, they were aboard the observation deck of an airship. Rainbow Dash, clad in a combat flight suit, leaned towards the large viewport in front of her. She looked down at the town through a pair of binoculars held between her hooves. She moved her left hoof to her element and relayed what she saw to the others. “Looks like they’ve got some perimeter defenses. They’ve barricaded the streets and there’s a division of soldiers stationed in the town square.”

Rainbow passed off the binoculars to another pegasus. “Keep watching and keep me posted,” she said as she turned to walk towards the back of the blimp. “I’m gonna go check up on the others.”

“Yes, ma’am,” the pegasus replied with a salute. Rainbow turned to leave, passing by a ladder labeled “Command Deck” which led to the deck above.

“I’m seeing barricades on the eastern road as well,” seconded Spitfire. Rainbow passed through a doorway into a corridor. Dormitories lined the port hallway, and the mess hall could be seen through the round windows on the starboard side doors.

“Can anypony see the northeast road?” asked Sunburst.

Rainbow paused a moment, then raised a hoof to Loyalty. “Negative. I can’t get a clear view from here.” She continued walking as Spitfire picked up.

“I see two barricades between you and the center of town.”

Rainbow opened the door at the end of the corridor and stepped into a large, spacious compartment. On the wall behind her and to her right, there were several lockers for sets of Wonderbolt and military flight gear. The ‘Bolts uniforms were a bit more high-end than the standard pegasus suits. Their muted blue-and-yellow jumpsuits were overlaid with armor plating comparable to the other pegasus armor. Their helmets were distinctly more advanced, featuring a face mask and a flip-down visor.

On the side of the room opposite the lockers was a metal funnel attached to a pipe which snaked its way up into the ceiling above the door. Also on that side of the room, a pair of technicians sat behind a complicated array of buttons, switches, and displays. Their uniforms were yellow with blue accents instead of blue with yellow accents, and they also looked a bit less combat-effective than the rest of the ‘Bolt uniforms. There was a glass partition a quarter of the way into the room with a gap in the middle to allow ponies to pass through. On the far side of the partition, there were four rows of seats: one against each of the room’s walls with two more rows running back to back in the middle. At the end of the room was a ramp that sloped upwards towards the ceiling.

Pegasus soldiers occupied many of the seats in the back, whereas the more elite Wonderbolt pegasi could be found either at their lockers or in the chairs. Rainbow singled out a particularly somber black pegasus in a Wonderbolt flight suit, and approached him at his seat. “What’s up, Thunderlane?”

The stallion jerked back to reality. “Huh? G—General Rainbow Dash! Ma’am, I—”

“At ease, soldier. Why the grim face?”

“Oh. It’s my little brother, Ma’am. I can’t stop thinking about him,” he said as he looked at his reflection in his helmet’s visor.

“We all have somepony we’re fighting for.” Rainbow sat down in the seat next to him. “There’s a pegasus filly in Manehattan who I knew back in Ponyville. She's been out of contact with her parents ever since we had to evacuate. I think after the war’s over and we all settle down, I might see about filing the paperwork to adopt her as a sister.” She leaned back in her seat and smiled as she imagined seeing Scootaloo's smiling face, feeling her embrace. “Thunderlane, what’s it like having a little brother?” she asked.

Thunderlane smiled. “My little brother Rumble means the world to me. We do just about everything together. I couldn’t possibly imagine life without him. Sure, we don’t always get along like we should, but he—he’s my best friend.” The tears in his eyes emphasized the authenticity of his words. He turned to face Rainbow Dash. “He’s family, you know?”

Rainbow’s smile disappeared. “I wish I did. I was an only child and my parents divorced when I was fourteen. My mother lost visitation rights when I was sixteen. My dad was all the family I had after that. He was a great dad, don’t get me wrong, but I had it rough growing up,” she lamented. "My mom didn't have me until she was in her thirties, and I got the feeling I wasn't her first try. I was everything to her. When my life got sent into a tailspin in my teen years... I guess it was too much for her."

“Sorry about your mom," called a female voice, "but you're still cool with your dad, right?" Rainbow looked up just in time to see Lightning Dust settling into the seat just across from her.

"Sure."

"Family really is everything, General. Take my mom, for instance. Now there’s a mare who could really fly! She tried out for the ‘Bolts, back in the day but they didn’t take her in. She was too good for them, I think. They were afraid she’d show them all up. My grandmother was a Wonderbolt, though. Just like her father before her. And his father before him. Now, it’s my turn to make my family proud!” she said as she puffed out her chest and looked down at the golden Wonderbolts pin on her collar.

“A gold pin? You’re a full member now?” asked Rainbow Dash.

“Yes, Ma’am!” Lightning boasted. “I’m going straight to the top! Won’t be long before they start putting bars on my shoulders!”

Lightning Dust—an officer! Rainbow shook her head at the very thought of it. She was young, brash, arrogant, and inexperienced. Not to mention naïve. Honestly, Lightning reminded Rainbow of a younger version of herself. Perhaps the version of herself that didn’t have anypony to keep her hooves on the ground and her head out of the clouds. She looked back up at Lightning, and smiled gently as she began to feel genuine empathy for her.

“General Rainbow Dash,” another voice called. Rainbow looked up to see a pegasus in an inversely-colored Wonderbolt uniform. “Commander Soarin called for you. The airship is in position.”

“Thanks,” Rainbow replied as she rose to her hooves. She returned the soldier’s salute before walking back to the other side of the partition and tapping her Element. “This is the W.A.S Soarin. We are in position. Over.”

“Copy that, Rainbow,” replied Shining Armor. “All ground forces, begin your final advance. Engage the enemy and push towards the center of town.”

“East group advancing.”

“Northeast group advancing.”

“Rainbow, Spitfire, keep an eye out for Sombra. All Elements, be ready to converge on that location.”

“Copy that,” said Spitfire.

“I’m all eyes,” replied Rainbow.


Trixie slammed both front hooves on her desk. “What?!

An orange crystal mare across the desk leaned back and picked up a hoof. Two more crystal ponies standing by the door flinched as well. “They—they’re attacking in three columns, Ma’am,” the mare repeated. “North, east, and northeast.”

Trixie growled. “Trixie doesn’t have enough have enough soldiers to simultaneously defend all three fronts. Guard!”

“Ma’am!” said a pony by the door.

“Get the mayor from her cell. We’re moving her to a safer location.”

“Yes, Ma’am!” he said as he galloped off. The crystal pony closest the desk turned her head slightly to watch the stallion leave.

“Acolyte Trixie?” asked the mare across from her.

“What is it?” she snapped.

“Would you like me to inform you which path Sunburst in particular is taking? I understand he really… bugs you. In fact, he kinda bugs me a bit, too.”

Trixie’s eyes grew wide and her jaw dropped a little. “Wait a minute…” she whispered. “Are you—” The mare nodded. Trixie paused for a moment, then cleared her throat before speaking again. “Guard, take a post outside the door. We are not to be interrupted.”

“Yes, Ma’am.”

The crystal pony waited until the door had closed before morphing back into a green changeling. “First of all,” Trixie began. “Where is Trixie’s real lieutenant?”

“I morphed into you, and she delivered to me the message I just delivered to you.”

“Are you certain you didn’t kill her or replace her or—whatever gross thing it is that you changelings do?”

“Why would I do that? I want Sunburst and his friends to fail just as much as you do.”

“Right. Sunburst. Where is he?”

“The army is divided into three sections like I said. Sunburst is taking—the northeast road.”

Trixie raised an eyebrow. “You hesitated there. Are you sure?”

“I’m positive,” Dragonbane replied.

“Very well. You should remain here disguised as my lieutenant, Imperial Topaz. Trixie must get the Mayor to a safe location. Let Sunburst get close to the town hall, then ambush him. Cut him off from behind and he’ll have no choice but to barricade himself inside until I come back.”

“A mighty fine plan,” said Dragonbane as she morphed back into Imperial Topaz. Beneath her helmet illusion, a sly grin wormed its way onto her face.


“We’re encountering heavy resistance,” called Bon Bon. The rising and falling of her voice intermittently illuminated Loyalty in Rainbow’s necklace as the general held onto a pair of binoculars up to her face.

“I have a visual,” said Spitfire. “Take some of your troops a street to the north and come around on the side of them. They can’t defend both fronts.”

“Understood. We’ll outflank the enemy position.”

“How are things looking for us from up there?” asked Shining Armor.

Rainbow spread her right wing, touching Loyalty with one of her feathers. “Their ranks are thin, but they’re holed up pretty good. See if you can’t have the unicorns put up a shield wall for the pegasi with crossbows. Get in on top of them and they won’t have as much cover.” Rainbow subtly moved her binoculars as she spoke. A few moments passed in silence before Rainbow Dash smiled. “Shining, you’re almost through the barricade. Give ‘em a solid charge with your earth ponies and you’ll have their first line of defense in a full rout.”

“We’ve reached the second barricade,” called Sunburst. “Looks just as flimsy as the first.”

Rainbow looked up from her binoculars, then looked through them in a different direction. “Good work,” called Spitfire. “You’ll be at the town hall in no time.”

Rainbow slowly swept her binoculars from left to right, presumably tracing the road. “What the—” she whispered. She pressed her left hoof against her element. “Um, guys? I think we may have a problem. There’s a column of crystal ponies marching away from the town hall. They’ve got Mayor Liberty Belle with them.”

“We can’t let them take the Mayor,” said Bon Bon.

“Their ranks are buckling,” Sunburst called. “We’ll be through before long.”

“Not soon enough,” Spitfire called.

“Requesting permission to intercept,” said Rainbow Dash. “I’ve got a full wing of pegasi with Wonderbolt complement in the back of the Soarin.”

“Request granted,” said Shining Armor. Rainbow turned to face a funnel on the wall which was attached to a pipe that led up into the ceiling.

“General Rainbow Dash to hanger, prepare to scramble all wings. Repeat, prepare to scramble all wings.”

“Copy that, General,” a voice called back through the funnel. “Preparing to scramble.”

Rainbow immediately turned and cantered towards the back of the blimp. She pushed open the door and nodded to the technicians behind the glass partition. Both technicians saluted before activating an array of buttons and switches, culminating with a big red lever on the wall labeled “Door Control.” An alarm blared and red lights flashed. The pegasi strapped themselves in and braced for a mild but noticeable depressurization. The ramp at the back of the room descended a few inches and a fierce wind swept through the cabin. As the ramp continued lowering, the red lights turned to green and the first row of pegasi unstrapped and made the jump. The first was followed by the second, the second by the third, and so on.

“Hanger to command deck, all wings are away,” a technician by the door shouted into a funnel.

“Copy that, hanger,” came the reply.

Satisfied with her work, Rainbow prepared to jump with the last row of pegasi. Just after the last pegasus soldier had jumped, Rainbow spread her wings, leaned forward, and dropped into the blue.

The wind rushed past her as her angled wings controlled the direction and velocity of her dive. She raised one wing, banking into a turn as she assumed her position at the head of the force. Once in a squadron of five, she led her squad to the front, maintaining altitude above most of the other squads.

Rainbow saw Pinkie’s and Shining’s group below them, and the road they were flying over led straight to the town hall. Rainbow adjusted her trajectory, preparing to intercept the Mayor’s group. As they closed the distance, the crystal column came into view. Several squads in front of and below her broke off formation to swing around and get in front of the crystal ponies. Several more began to dive down onto their rearguard. Rainbow held her squad in reserve.

“What are we waiting for, Ma’am?” asked Lightning Dust.

“We’re going directly for the Mayor,” Rainbow replied. “We’re going to airlift her out if possible.”

“Copy that, squad lead.”

As the pegasi engaged both ends of the column, the crystal ponies in the middle shifted to the front and back. Once Rainbow deemed that the center was weak enough, she gave the signal and commenced a dive, her squad right behind her. A cloaked figure near the mayor pointed an object which looked like a trumpet at them and fired, sending bits of black shrapnel at Rainbow’s right two wingponies. The two pegasi yelped and lost control of their dive. While Rainbow, Thunderlane, and Lightning Dust stuck their landings, the two on the right slammed into the ground. One pony died on impact, and the second screamed as though she wished she had.

Rainbow couldn’t spare more than a quick glance towards her fallen comrades before she was in the heat of hoof-to-hoof combat. She delivered a quick series of punches and kicks to the ponies who attacked her, using her wings and superior agility to increase the number of directions from which she could attack. She varied her strikes: now a punch, now a flying kick, now a buck.

A tight perimeter quickly formed around the Mayor and the cloaked figure standing near her. It was clear to Lightning Dust that nopony was getting through any time soon. She abandoned her allies on the ground and began swiftly flying in a tight circle. Before long, she had formed a small vortex. She broke off her circular pattern and fanned the funnel with her wings, sending it careening towards the ground. Her aim was spot-on: the tornado would just graze the Mayor’s circle, sweeping away several of the perimeter guards. But Lighting wasn’t the only one to come to this realization.

On the ground, Trixie looked up to see a tornado coming her way. It would likely miss her, but only just barely. It would definitely make defending Liberty Belle a bit more difficult. Suddenly, a smile appeared on Trixie’s face. She didn’t have to defend Liberty Belle; she just had to keep her from falling into enemy hooves. “Break formation!” Trixie shouted. “Engage the enemy!” The soldiers around her scattered as she laid hold on the mayor with her Dark Magic. Trixie backed away as the twister approached, casually tossing Liberty Belle into the vortex once it arrived. She smirked as the green earth pony whirled around a number of times before finally being ejected at an incredible speed. She flew headfirst into a lamppost, producing a particularly loud “Dong!

Lightning Dust gasped as she watched Liberty Belle crumple into a heap at the base of the lamppost. She bolted down to the ground and caught up her limp figure with her forelegs. “Lightning Dust!” Rainbow shouted.

Frightened, Lighting whirled around. “M-Ma’am! I-She—”

“I saw the whole thing!” Lightning grimaced. “Get the Mayor up to the Soarin’s medical crew. You will remain aboard the Soarin for the duration of the battle. After the fighting, Commander Spitfire and I will review your actions. You’ve carelessly endangered the lives of those around you, Lighting. Don’t let it happen again!”

“Y-yes ma’am!”

“Now get out of here!” Rainbow shouted. Lightning disappeared in a trail of teal and yellow.

Come on, Liberty Belle, hang in there, she mentally pleaded as tears came to her eyes. Please don’t be dead!


Shard picked up a log off the ground, startling a bright yellow butterfly on the other end. As the butterfly took off, Shard reached out with her other claw, beckoning it back. It circled in front of her twice before landing on her outstretched claw. Shard smiled, bringing the butterfly up to her large pink eyes for closer observation.

A couple meters away, Sidi picked up a log of her own, rustling the underbrush as she removed the timber. Shard glanced in her sister’s direction before resuming her search for firewood. “Found anything yet, Spike?” she called.

“Well, so far I’ve found a couple of neat rocks and a blackberry bush,” he replied as he tossed a blackberry into the air and caught it on the way down.

“Spike, we need to find timbers to store for firewood,” Shard reminded as she put her claw next to a flower. The butterfly lighted off her claw and onto the flower.

“You can forget it,” Spike replied. “I’m through being somepony’s slave.”

“This pony’s different.”

“How can you be so sure of that?” Spike retorted.

“She’s hurting and lonely. She just wants companionship. Sure, she may have her pet bear, but Bella isn’t exactly much for conversation. And you know she must be especially lonely during the winters when Bella hibernates.”

Spike looked down at the ground. “I guess.”

“Why else would she have taken us under her wing in the first place?”

Spike trudged on in silence for a few moments. “You don’t know what it was like to be left for dead.”

“You’re right, I don’t,” Shard conceded. “But you don’t know how torn apart Sunburst was after we got to Manehattan.”

“As he should be!” Spike blurted. “I hope he never gets over his guilt.”

Shard froze in her tracks. “Spike,” she called softly, “listen to yourself. Sunburst would never have done that on purpose. There was no other way to save everypony in Ponyville.”

“I don’t want to hear another word about Sunburst the rest of the day.”

Shard sighed. “Alright.” But this isn’t the end of our conversation, she thought to herself. “Will you at least help us find firewood so we can get back to the cave?”

“If it’ll get you off my case, then yes.”


Sunburst reared up, a bright yellow aura around his horn. He stomped down, sending a directional shield flare several meters in front of him. He blasted a horizontal line across the street, sending crystal ponies scrambling for cover. He glanced to his right to see a thin line of unicorns projecting shields in front of themselves. Pegasi and earth ponies fired crossbows from behind the shields, while melee earth ponies stood just behind in reserve. The remaining unicorns were using their magic to dismantle the barricade. Sunburst glanced to his left to see a similar sight.

A crossbow bolt whizzed by his head. Sunburst put up a shield just in time to deflect another pair of projectiles. A knife flew past him towards the enemy ranks. Sunburst heard a groan followed by the sound of a body hitting the ground. He looked behind him to see Rarity magically juggling five throwing knives in a vertical ring right next to her.

“Nice hit!” he said. “Somepony’s been honing her accuracy!”

“I rarely miss my mark,” she replied with a flip of her mane.

“Got bad news and worse news!” shouted Rainbow. “The bad news is the Mayor is in critical condition. The worse news is it was friendly fire.”

“Where is she?” asked Shining Armor.

“She’s on her way up to the Soarin. I’m hoping the docs up there can patch her up.”

“Just focus on neutralizing what’s left of that force for now,” called Spitfire. “Keep ‘em occupied.”

“We’re close to the town hall,” stated Sunburst. “We could give you aid once we arrive.”

“Don’t bother taking your time!” Rainbow called back. “They’ve got a unicorn using magic against us.”

From behind his shield, Sunburst analyzed the barricade. He looked first at the middle, then at the left side, then at the right side. There! A weak spot! “Right side, charge! Pegasi, unicorns, give them cover! Left side, ranged assault! On to the town hall!”

The right side's shield bearer unicorns moved forward and to the sides, creating a gap through which the earth ponies charged, swords drawn. The pegasi followed not far behind, providing covering fire. A single unicorn provided a particularly pointed magical shield. The charge was met with a rain of crossbow bolts, but the unicorn and most of the earth ponies made it through to the barricade. The shield bearer and the earth ponies broke through the barrier, knocking a significant hole in it. Additional earth ponies reached the foot of the barrier and began to clamber over it. The pegasi flew over top of it and engaged the enemy either with crossbows or hoof-to-hoof.

A flugelhorn sounded nearby, signaling a retreat for the remaining crystal ponies. Sunburst’s forces cheered loudly. “Forward! Everypony chase them down!” commanded Sunburst. Sunburst and Rarity galloped forward with the rest. Once they were through the gap in the barricade, the town hall came into sight. Sunburst lit his horn, then set an aura on his elemental crown. “We’re through the final barricade! The town hall is in sight!”

“Good work, Sunburst,” replied Shining Armor.

“Anytime you feel like giving us some help, that’d be great!” Rainbow called. “We’re getting torn apart over here!”

“We’re coming as fast as we can, darling,” Rarity said.

“We’re almost at the town hall.” Sunburst had barely gotten the words out of his mouth when a series of nearby explosions ripped through the air. The pegasus soldiers just to his left stumbled and fell, crying out as they went down. The ponies just behind him shouted as well.

It only took a moment to spot the attackers; four crystal soldiers lay prone on the roof of the building opposite the town hall, brandishing weapons that looked more like trombones than crossbows.

“We’re outflanked!” Sunburst shouted. “Take defensive action!” Several unicorns skidded to a stop and deployed their shields, covering their comrades. “Return fire!” he commanded.

Two more shots came from behind them. Another group of ponies went down, one of the shields going with them. This time, Sunburst himself put up a shield.

“Oh Sunburst, love,” Rarity called out. “Is this a bad time to say that they’re coming in from behind us too!

Sunburst glanced about rapidly, his ears laid back and his teeth grit. Sweat began falling from his brow. “General!” called a pegasus mare, “The enemy is counter-charging us! There were forces in reserve! They’re pushing us back!” The four ponies on the first roof fired a second volley down on the ponies, seemingly prioritizing pegasi and ponies with crossbows. The mare right in front of Sunburst shrieked and stumbled forward onto him, clinging about his neck for support.

Sunburst magically lifted her off the ground. “We can’t stay out here! We’re sitting ducks! Everypony into the town hall!” The shields slowly retreated towards the front door as two additional shots claimed more victims. Those who could not walk under their own power were levitated, carried, dragged, or otherwise helped into the building.

Sunburst entered the town hall, which was a moderately sized building comparable to the town hall back in Ponyville. The rectangular building featured windows along the front with stairs on either side of the room leading to the top floor. A balcony stretched across the room in front of the second floor, connecting the stairways. Underneath the balcony, set in from the front edge a few feet, were a pair of partitioned rooms with a corridor down the middle. A similar corridor divided the top floor into two halves.

“I want a magic shield on all of those windows!” called Sunburst. “Crossbows, up on the balcony! Everypony else, fan out and look for anything we can use to bar that door! Put a shield over it when you’re done!” At his word, ponies scrambled to carry out his orders.

“Whatever you’re doing, keep it up!” Rainbow shouted. “The crystal ponies are letting up.”

“Rainbow Dash, you’ve got to get over here immediately!” Sunburst replied.

“What? Why?”

“The crystal ponies set a trap for us,” he said. “We walked right into it. Some kind of new weapon. My group’s in bad shape.”

“How bad are we talking?”

Sunburst looked over what was left of his force. “Many of them are dead, and a whole lot more are wounded. We’re holed up in the town hall. It’s only a matter of time before they try to break in.”

“What about our Elements?” Rarity asked Sunburst. “We’ve already lost two Elements before. If the worst case scenario were to come to pass…” She trailed off as she hung her head and laid her ears back.

Sunburst put a hoof on her shoulder. “It’s ok, Rarity. We’ll be strong.”

“Together?”

“Together.”

“To the bitter end?”

“If it comes to that.” Sunburst’s hoof migrated up to the side of Rarity’s head. Rarity put one of her hooves over Sunburst’s outstretched foreleg. “I think we should ditch the Elements just to be safe,” he said as he returned to all fours.

“Yes. I agree.”

Sunburst teleported himself and Rarity up to the middle of the balcony. They turned and galloped down the hall, entering the last room on the right side. Rarity closed the door behind them as Sunburst put a magical aura around his crown. “The enemy has us holed up. I’m cutting off Magic and Generosity from our Elements’ communication network and hiding them just to be safe.”

“Be safe, girls,” Rarity added. “Promise me you’ll never forget our noble and heroic last stand!” she said, raising the back of her hoof to her brow.

“Hey now, you’re not down and out just yet!” shouted Rainbow Dash. “Hang in there! We’re almost through! We’ll meet up with what’s left of your force and get you out of there!”

“And we’re not far from the city center either,” added Shining Armor.

“Shining, do you think I could take a small force and help Rainbow Dash?” asked Pinkie.

“It’s worth a shot.”

“General Spitfire to hanger, scramble all wings! Repeat: Scramble all wings! Make for the town hall ASAP! Go, go, go! You hear that down there, Sunburst? Help’s on the way, just hold on!”

“Copy that, Spitfire. Rarity and I are preparing to deactivate and hide our Elements.” Rarity’s aura around her necklace was overtaken by Sunburst’s as he closed his eyes and cast the spell.

“I’m on my way with a squad of my best soldiers,” Bon Bon interjected.

“I’m serious, Sunburst,” Rainbow said. “Don’t give up! Pinkie, we’re just west of the town hall. Take—a street to the—towards—” The connection cut in and out a few times before giving way to an ominous silence. Sunburst opened the middle drawer of a filing cabinet and dropped his crown in. Rarity removed a number of books from a bookshelf, placed Generosity along the back of the shelf, and then replaced the books.

“There,” said Sunburst. “One last thing, Rarity. When Sombra’s forces arrive, they’ll probably take prisoners. I hope they won’t interrogate or torture them, but that’s not a guarantee,” he said turning back towards Rarity as she approached him. “They'll ask where we hid the Elements, but our troops can’t tell what they don’t know. In order to throw them off, we should go room by room, spending—spending a little time—I, um, Rarity?” he said with a blush. “Why are you looking at me like that?”

Rarity wore a smile beneath her half-closed eyes, her head tilted ever so slightly off to one side. “Looking at you like what, Sunburst?” She asked as she closed the distance between them. She hopped up onto the desk in the middle of the room and dangled her hind legs and tail over the side.

“Like—like that,” Sunburst replied.

“Oh, Sunburst, won’t you look at me like you did when so long ago you first saw me back in Ponyville?”

“R-Rarity, I’m not sure this is the time—”

“Then when, darling? You saw the army outside. What if—What if—” Sunburst lowered his guard as Rarity dropped her gaze. “Sunburst, I—”

“I know,” he said as he put a foreleg around her back. Rarity answered his gesture by hugging him, pressing his head tight against her neck.

“I was afraid I’d never get to tell you if I didn’t now. Just one last time.”

“Then tell me, Rarity.”

“I love you, Sunburst.”

“I love you too.” Sunburst pressed his neck against Rarity’s, and she responded in kind. They remained in each other’s grasp for several moments until at last they returned to all fours. “Rarity, you’re every bit as beautiful now as you were the day I met you in Ponyville’s town hall.

“Oh, Sunburst, you’re such a sweetheart. We’ve had more than a few adventures together since then, haven’t we? I’ll never forget the way you came bursting into the tunnels to ‘save’ me from the diamond dogs,” she said with a giggle.

Sunburst chuckled. “And I remember how you helped me cure Spike’s greediness.”

“Well, I suppose you could say I’ve had more than my fair share of practice. Shard was never too bad about that, but Sidi...” Rarity’s expression fell. “I’m sorry. I shouldn’t speak ill them, especially now that they’re gone. I already feel I wasn’t kind enough towards them; how could I possibly bring myself to slander them after how I treated them?”

“Shh, Rarity, it wasn’t your fault,” Sunburst soothed. “You gave them a home, a big sister figure, a best friend and a second sister in Sweetie Belle; you showed them love and generosity and…” Rarity looked away, prompting Sunburst to change the subject. “I’m sorry that most of this past year has been so horrible. I know I’m partially to blame for everything.”

“Oh but, Sunburst, you’ve always been there for me. You’re my very best friend, and there’s nopony I’d rather be with than you.”

“Nopony you’d rather spend your life with?”

“Nopony,” Rarity affirmed.

Sunburst smiled before lowering his head and raising a hoof off the ground. “Well, I guess now’s as good a time as any to tell you,” he said, glancing up while keeping his head lowered. “I’ve been putting aside whatever funds I can here and there. I was planning on making a—‘special’ purchase for you.” Rarity gasped and put a hoof over her mouth. “And… I was wondering,” he said as dropped to his left front knee. Rarity gasped again and began to tear up, fanning herself with a hoof. “I know I don’t have the stone with me right now, but… Rarity? Will you marry me?”

Rarity was now openly crying. Unable to reply verbally, she simply nodded her head. Sunburst stood up just before Rarity threw her forelegs around his neck and kissed him on the lips. After the initial surprise had passed, Sunburst began kissing her too. Both Starlight and Spike turned away as the newly-engaged couple shared a long and passionate kiss. Tears streamed from Rarity’s eyes as her cheeks began to flush. It wasn’t long before Sunburst’s face matched Rarity’s.

Sunburst wrapped his forelegs tighter around Rarity’s barrel as they began to sway back and forth. Rarity lifted a hind leg into the air and leaned backwards in his embrace, making the most of every moment. Sunburst lost his balance and fell forward, but magically caught himself and Rarity before they hit the ground. Now lying on top of Rarity, he gently lowered her to the ground next to the desk.

“Sunburst? While we’re down here, do you want to—maybe…”

“I don’t know. We don’t have much time,” he said.

“It doesn’t have to be long. Just enough to—”

When the door burst open, the unicorns’ eyes filled with surprise and fear. “Sunburst, sir?” a stallion called urgently. Sunburst wiped his mouth, got to his hooves, and poked his head over the desk.

“Y-Yes?” he asked. “What is it?” Rarity shifted beneath him, but Sunburst lightly placed a hoof on her chest. His touch was more of a signal than it was a restraint.

“They’ve got a battering ram at the door, sir. You’re going to be needed when they break through.”

“Very well. I’m on my way. As you were, soldier.” After the stallion saluted and galloped away, Sunburst helped Rarity to her hooves. The couple nuzzled for a few seconds while exchanging I-love-you’s before trotting out of the room towards the balcony.

Rarity and Sunburst looked over the balcony just in time to see the door bulge inward from another blow from a battering ram. The wood creaked and groaned as the door began to splinter. More ponies braced the door just before another blow landed, sending them reeling. Gunshots and breaking glass were heard as several of the front windows were simultaneously blown out. The unicorns holding shields over them shouted in pain and several of the shields powered down. Crystal ponies clambered in through the open windows. Some of the ponies at the door took up arms, but were fighting on two fronts. Once the door gave way, a third front opened up. Pegasi fired on Sombra’s soldiers from the balcony, but they were met with crossbow fire from below. Sunburst magically fired on the ponies below while Rarity hurled throwing knives.

“There!” shouted Sunburst as a black-robed unicorn walked in. He fired a blast of magic, but the figure raised a black crystal to block the attack. The crystal shattered and the unicorn advanced unimpeded. Rarity threw her last knife, but the unicorn caught it in her magic and flung it into a pegasus on the balcony. Rarity rushed to the fallen pegasus’s side a few steps away while Sunburst put his front hooves on the front railing.

“Who are you?” he demanded. “Show yourself!” The mare laughed as she flipped her head back, casting off her hood. Sunburst gasped. “Trixie?”

“The Dark and Malevolent,” she called back. The conflict ceased as the last few ponies under Sunburst and Rarity’s command were eliminated. “Come down here and fight me, Sunburst! I challenge you to a rematch! And not just any rematch: a deathmatch!

Rarity gasped. “Sunburst?”

“Trixie,” Sunburst pleaded, “it doesn’t have to be this way.”

“Oh, but it does! You ruined Trixie’s life! Now Trixie is going to ruin yours!”

“I’m not going to fight you, Trixie!”

Trixie smiled. “Oh, yes you will.” A black aura formed around her horn. From a vantage point off to the side, Starlight, Twilight, and Spike saw what Sunburst couldn’t: a series of dark crystals were creeping their way up the poles of the balcony right under Rarity. They engulfed two of the wooden pillars, completely petrifying them. Trixie reared up and Sunburst formed a magic barrier in front of himself and Rarity. When Trixie stomped down, the pillars shattered and Rarity’s platform collapsed. Rarity shouted as both pony and platform plummeted towards the ground.

“Rarity!” shouted Spike and Sunburst in unison. The pair watched in horror as Trixie pulled debris from either side of the balcony and carelessly deposited it on top of the mare. Sunburst teleported to the top of the heap of rubble. “Rarity, can you hear me? Rarity!” When no response came back, tears came to Sunburst’s eyes. Spike hugged Twilight’s front leg and received a wing hug from the alicorn.

“Stand guard outside and await my command,” Trixie commanded the rest of the troops. All but a single orange crystal pony left the building. Trixie covered the windows with dark crystals, blocking the view of the soldiers outside. As soon as the windows had been obscured, the crystal pony beside her morphed into a Green Changeling.

Sunburst rose to his hooves and descended from the pile of debris. “Why are you doing this, Trixie?”

“For revenge, that’s why! Trixie knows no stronger motivation than her hatred for you and your friends!”

“Aw, what’s the matter now, Sunburst?” drawled the changeling. “I thought you threw away your friends like you did yesterday’s newspaper!” Applejack was horrified at the words her voice was saying, but she was powerless to stop it.

“Applejack?” Sunburst shook his head. “Listen to me. Rainbow and I have been absolutely devastated by guilt ever since we left Ponyville. Please, Applejack, forgive me. And especially forgive Rainbow Dash. She’s got even more guilt than I do.”

Dragonbane raised an eyebrow. “Why Rainbow Dash?”

“It was Rainbow, not me, who ordered the train to leave Ponyville.”

“It—it was? You’re not just saying that to save your skin?”

Sunburst gasped. “No! I mean, it was me! I’m the one! Please, do whatever you want to me.”

Dragonbane glared at Sunburst a few seconds longer, calling upon an unwilling Applejack to discern if he had spoken truth or lies. Applejack was betraying Sunburst against her will simply by existing as a part of Dragonbane. “You’re lyin’,” Dragonbane said at last. “I can tell it. Rainbow’s the one I want, not you.”

“Applejack, please! Leave her alone!”

“What’s wrong, Sunburst?” asked Trixie. “You’re acting as if the most valuable thing you’ve ever had is being taken from you!”

“Trixie? You’re working with—Call her off, Trixie!”

“Trixie can’t do that. We only allied to take our revenge on you. Our alliance is personal.”

Dragonbane morphed back into Imperial Topaz. “And now that I know my target is actually Rainbow Dash, I’d best be on my way.” She gave Trixie an informal salute before galloping out the door.

“Applejack! Stop!” Sunburst called. He galloped after her, but before he could reach the door, a large black crystal grew out of the ground until it filled the doorway.

“Now for that deathmatch. Defeating Trixie is the only way to stop Dragonbane. Is that enough motivation for you?”

Sunburst laid his ears against his head. “Yes. Yes it is!” Sunburst turned around and fired a blast of magic at Trixie. The acolyte once again summoned a crystal to protect herself, this time hurling it back at Sunburst. With a burst of yellow light, Sunburst blew the crystal to bits and began levitating a number of large chunks in a ring around himself.

“You can’t win, Sunburst! Trixie is far more powerful than you are now!”

“You’re just a second-rate, egotistical illusionist!”

“The Dark and Malevolent Trixie is the student of King Sombra! Trixie’s Dark Magic is far superior to anything you can possibly conjure up, Sunburst!”

“Dark Magic?” Sunburst never got an answer. Trixie levitated him and threw him against the front wall. His concentration broke and he dropped the crystals. Sunburst fell to the ground only to be picked up and thrown against the side wall. He felt himself accelerating again and turned in midair just in time to see the stairs on the side of the room. He slid headfirst halfway up the stairs before rolling over and clutching his horn. He groaned and rolled over, watching Trixie create a large black crystal from the ground. She broke it off at the base, levitated it, and threw it towards Sunburst.

Sunburst created a shield in front of himself, but shouted in pain as he did. Although the crystal shattered, so did the shield. Sunburst doubled over, holding his horn. A ring of blood encircled the base of his horn. When Starlight saw it, she grimaced and held her own horn as if she too was in pain.

“Trixie, please,” Sunburst begged. “Haven’t you beaten me yet?”

“You accepted the terms of our deathmatch,” Trixie said as she drew closer, “when you attacked first.”

“Trixie, I want out! You win! I give up!”

Trixie frowned. “Oh, but Trixie was only just starting to have fun.”

“How are you so powerful?”

“Dark Magic draws from the caster’s anger and hatred! And Trixie has plenty of that!” she said as she levitated Sunburst again.

Sunburst cried out in pain. “Please! Watch the horn! I—I think it’s broken.”

“Is it?” Trixie jeered. She deliberately threw him headfirst against the side wall, causing him to scream. Starlight could no longer bring herself to watch. She shielded her vision with a hoof and heard the sound of a thump on wood accompanied by another cry of agony. Twice more those sounds repeated. Each sound was more sickening than the last, each cry more painful to her ears. She at last folded her ears back and put a hoof to her mouth before closing her watering eyes. Finally came a thump with only a moderate cry of pain. Starlight looked up to see that Sunburst had somehow managed to partially wretch himself free of Trixie’s grip, offering the side of his head for punishment instead of the front.

“Mercy! Please, Trixie, mercy!” Sunburst pleaded.

“Trying to get out of this the easy way, are you?” Trixie asked. Starlight could read the agony on Sunburst’s face like an open book. With a flick of her horn, Trixie sent Sunburst flying into the middle of the room. He rolled several times, trying to protect his injured horn. After landing on his belly, he covered his head and tucked in his hind legs. Trixie picked him up once again and flung him against one wooden supports in the back of the room. Sunburst’s lower back made contact, producing an audible crack. For a moment, Starlight wasn’t sure if it was the pillar or Sunburst’s back that had cracked, but the answer seemed apparent when another segment of the balcony began to give way. Sunburst opened his eyes briefly, then laid his head on the ground, resigned to his fate. He closed his eyes and almost smiled as the debris entombed him where he lay.

“Sunburst!” Starlight shouted. Without a moment’s hesitation, she galloped across the room. Even before the dust had settled, Starlight had lain down beside Sunburst’s resting place. Twilight and Spike followed into the dust cloud and found Starlight bawling beneath a heap of rubble. She looked up into Twilight’s face for a moment before returning her attention to the pile of debris. “Everything I did was because of Sunburst. Everything I’ve become was because of him. Everything I believe, everything I’ve accomplished, just everything!” Starlight lamented as Trixie approached. The cloaked mare glowered at the remains of the balcony before spitting on them.

“And here lies Sunburst, who was as much a coward in death as he was in life.” She replaced the hood on her cloak before turning to leave.

“What would you know of cowardice?!” shouted Starlight. “What are you without your Dark Magic? Without your drive for revenge? What do you stand for, really? Nothing! You’re just bitter and angry and stuck in the past! You—you—” Starlight’s gaze slowly shifted, a look of sudden realization on her face. “I—” With tears running down her face, Starlight finally met Twilight’s gaze. “I see so much of myself in her,” she whimpered. “And so much of her in myself.”

Twilight lay down next to Starlight and enveloped her barrel with a wing. “I’m sorry, Starlight. Truly, I am.”

“Twilight, we have to go back,” Starlight urged. “I can’t let this happen to Sunburst.”

Twilight smiled gently, but before she could reply, there was a noise behind them. Everypony including Trixie turned their heads to investigate. There was a second noise—wood falling onto the wooden floor. A dusty white hoof appeared from within the first pile of rubble. Trixie crossed the room and lifted the broken beams and planks from off the pile, revealing a battered, broken, and bleeding—but still breathing—Rarity.

Rarity opened her eyes and gasped. “Please, show mercy on me I beg of you!”

Trixie frowned, debating the mare’s fate. “Well, Trixie’s quarrel was with Sunburst and not with you. Perhaps King Sombra will allow me to spare you.”

“He will?”

“Yes,” she answered with a smirk. “Trixie is always in need of live test subjects and training dummies!”

Never before had Twilight seen such fear in Rarity’s eyes.


Dragonbane, still disguised as Imperial Topaz, bucked an Equestrian pegasus soldier against a nearby building. An earth pony charged at her with sword drawn, but Dragonbane reared up and crossed her forelegs, catching the sword with her armored shins. She batted the blade off to the side with her left leg, and punched the soldier in the neck with her right. While the pony reeled and gasped for air, Dragonbane turned and delivered a powerful buck to his chest, sending him flying into one of his comrades. Suddenly, something above her caught her eye. She looked up to notice a familiar blue-and-rainbow pegasus—Rainbow Dash. Dragonbane turned to the soldiers beside her. “Shoot down that pegasus!” she shouted. Rainbow turned and looked in her direction as the soldiers raised their crossbows. She touched her element and began to speak, but Dragonbane failed to hear her over the noise of battle.

The crystal ponies opened fire, but Rainbow evaded their barrage. She landed hard on the first soldier and kicked a second with a hind leg. She grabbed a third pony who was standing in the alley as cover and threw her at a forth pony. All the while, Dragonbane was working her way towards Rainbow. Once she had closed the distance, Rainbow moved to engage. A few steps into the alleyway, both ponies reared up, each stopping the other’s momentum. The pegasus was taken aback, however, at Dragonbane’s strength. The two grappled a moment longer before Dragonbane gained the upper hoof. She advanced a step with a hind leg, forcing Rainbow a step backwards. With another step, Rainbow lost her footing completely. Dragonbane seized the opportunity, bracing a hind leg just behind one of Rainbow’s. With another solid push, Rainbow tripped and fell to the ground, her shoulders pinned beneath Dragonbane’s front hooves. Dragonbane relished in her victory, lowering her helmeted head to within inches of Dash’s fearful face.

“Surprise!” shouted an angry but familiar voice. Dragonbane looked behind her to behold a short-haired pink pony with ire on her face. Pinkie pulled out her party cannon and fired, pummeling Dragonbane with a substantially-sized rock. Dragonbane tried to turn around, managing to turn halfway before the blow landed, knocking her onto her side. Applejack had been strong and resilient, and Dragonbane retained a good portion of that strength. In addition to her natural strength, her armor also helped mitigate the damage.

“‘Bout time you showed up!” said Rainbow.

“You said you had it under control!” Pinkie retorted as she helped Rainbow up.

“I did. That one was tougher than the rest. An officer, I think. Nice shot!”

Dragonbane kicked the boulder off of her hind leg with her front hooves, sending it rolling at Pinkie. With a single kick, Pinkie split the rock in twain before readying a slingshot. “You’re right. She is pretty tough,” Pinkie said. She grabbed a rock from the side pocket of her uniform and fired a shot at the crystal pony as she got to her hooves. The rock hit her on her side just below the armor, eliciting a sharp cry. Dragonbane turned and charged at Pinkie, but Rainbow intercepted her, tackling her from the side. The pair rolled once before Dragonbane kicked Rainbow off, sending Rainbow’s helmeted head into a brick wall. Rainbow’s helmet split down the middle with a resounding crack as she collapsed to the ground with a grunt, conscious but slow to recover. Meanwhile, Dragonbane completed her roll and landed in a low stance on all fours.

Another rock hit the disguised changeling, this time on the helmet. Her head jerked off to one side briefly before she began charging again. Before Pinkie could ready another shot, Dragonbane full-on tackled her. She put a hoof on Pinkie’s neck while she grasped at Dragonbane’s foreleg with both of her own. Pinkie strained more violently as the air in her lungs began to run out. She grew calm for a second before landing a double kick to Dragonbane’s gut.

The changeling lost her balance and nearly fell over as her vision began to blur. The blow had landed just below her belly chitin, one of a changeling’s most vulnerable areas. Though she teetered back and forth, she remained near Pinkie with her front hooves on either side of Pinkie’s head. She stared at the ground without really noticing its presence; she fought against the feeling of lightheadedness and the darkness encroaching on the edges of her vision. At last, the tunnel vision began to recede and her focus returned.

Pinkie gasped again, but not from lack of air; the look in her eyes spoke of horror and disbelief. “You’re a changeling?”

Dragonbane looked down at her hooves. Sure enough, her disguise had been compromised. My concentration must have broke when I almost blacked out, she thought to herself.

Dragonbane levitated Pinkie out from underneath her before throwing her up against a building on the other side of the alleyway. A moment later, Rainbow Dash landed on top of her, driving her to the ground. “Nopony hurts my friends!”

Dragonbane laughed heartily. “Why not? You wanna keep that honor for yourself? Like ya did with me?”

Rainbow Dash, standing atop the changeling, raised a hoof and lowered her head closer. “Applejack?”

“Dragonbane,” she corrected, struggling against the weight pinning her to the ground.

“Applejack, what did Chrysalis do to you?”

“She did the same thing to Applejack as I’m gonna do to Pinkie Pie over there. She killed her.”

Rainbow Dash grimaced. “No. I refuse to believe that. Applejack, if you can hear me, fight it! Whatever she did, fight it back!”

“You destroyed our friendship, Rainbow Dash!”

“And I’ve been haunted by the guilt of my decision ever since that day. Please, Applejack, listen to me. I’m still your friend!”

“You’re a liar!”

“You’re a changeling now! Don’t you sense anything between us?” she shouted as she flared her wings.

Rainbow’s words caught Dragonbane unprepared. In this moment of weakness, Applejack mustered all her willpower, forming a single sentence: “Rainbow Dash, I’m sorry.”

Dragonbane gasped. Her grip was slipping. She was going to have to act fast. She shook her head and spoke again. “Well I ain’t. You’re gonna lose another friend by the time I’m through with Pinkie.” She leveled her horn at Pinkie, who was lying next to the building, hardly moving.

“No!” Rainbow shouted. She placed a hoof under the changeling’s neck and lifted, sending a bolt of green energy skyward. “Applejack, I’m sorry I left you on the train station!”

“And I’m sorry for Cheerilee!” Applejack answered.

“You—you don’t have to be, Applejack. I’m the one who put you in that position.”

“You’re darn right about that one, missy,” Dragonbane replied, lowering her head for another attack.

“Applejack, fight it!”

“I’m trying!” she said. The three fought for control of the changeling’s head, causing it to thrash about unpredictably and violently. “She’s—she’s too strong! The Queen bit me a second time; Dragonbane’s stronger now! Ugh!”

“Comin’ from her, you know that the truth,” said Dragonbane.

The three struggled a few more seconds while a blast of green energy nailed the wall beside Pinkie Pie. All at once, Applejack realized the choice she would have to accept.

“Rainbow Dash? I really hate to ask you to do this. I honestly wish that there was another way!”

“What is it, AJ?”

“I need you to—to kill me.”

WHAT!?!?

Kill me!

“Applejack, no!”

“Pinkie’s going to die then,” Dragonbane said gleefully. Her horn lowered a couple inches.

“Fight it, Applejack!” Rainbow pleaded. “Fight it!”

“I’m barely holdin’ on! I’m telling you, it’s me or Pinkie!” said an increasingly panicked Applejack. “Ya gotta do it!”

Rainbow Dash glanced back at her cutie mark. “You have no idea the promise you’re asking me to break. I swore over Fluttershy’s grave I would never deliberately let a friend die!”

“Then do it for Pinkie!” A second later, Dragonbane fired another blast just above Pinkie, forcing Rainbow to brace a hoof in front of her horn and pull her head up. “Hurry!” cried Applejack. “Before you lose both of us!”

“I refuse to accept that this is our only option! Applejack, when you became a changeling, what part of you became a changeling first?”

“I ain’t gonna tell you!” said Dragonbane.

“Applejack, you have to!”

“It—it was the—the horn,” Applejack finally managed.

“The horn,” Rainbow repeated with a sigh. “I hope this works,” she said. Rainbow grabbed the horn with her mouth and put one hoof on the back of the changeling’s head. With her other hoof on Dragonbane’s forehead, Rainbow bit down as hard as she could and threw her neck backwards.

Rainbow heard a sickening, crackling crunch. The changeling roared in agony, and Rainbow felt her go limp a moment later. She turned her head and spit the horn out of her mouth. As she stared down at the broken horn, she suddenly felt weak. Overwhelmed by the act, Rainbow dropped the unconscious changeling and stumbled backwards against a wall, collapsing to the ground with a sigh.

Rainbow felt something warm on her face, and wiped it away without really thinking. She examined her hoof, only to discover that it was covered in green blood. She wiped her hoof on the ground before spitting onto her hoof and wiping more of the blood from her face.

Rainbow hadn't quite recovered from the act when a trio of soldiers found her. “General, are you hurt?” asked a pegasus.

“Just give me a moment.”

“What’s with the changeling?” asked an earth pony, poking her with his sword.

“Don’t hurt her!” Rainbow blurted, suddenly finding her strength. “Get Pinkie Pie, get some other ponies, and help me get the changeling out of town. Once we’re in a safe location, we’ll call Spitfire and request a medical airlift. Hurry!” She got back up and walked back to the changeling.

“Yes, ma’am!” The pegasus rushed over towards Pinkie Pie and opened her canteen. She laid Pinkie out on her back and splashed some water on her face. Rainbow put the changeling on her back and looked over at Pinkie Pie just as she revived. A small band of ponies had now formed around her, their focus drawn to the Green Changeling.

“Everypony, follow me,” Rainbow ordered.


Bon Bon and her soldiers moved among the side streets with caution. They knew all too well that once they were spotted, stealth would no longer be on their side. So far, they had been successful in navigating their way through town, but they would soon be entering enemy territory. They had to get to the town hall without being spotted.

The pegasus in front of the group whistled sharply, sending the group’s members scrambling for cover. In the street in front of them, a force of crystal ponies two or three times their size galloped by. Once the threat passed, the force came out of hiding.

“Bon Bon, ma’am,” said a unicorn near the front, “those soldiers are heading towards the center of town. We could hit them from behind.”

Bon Bon shook her head. “There’s too many. We need to reach Sunburst and Rarity’s last known location ASAP. We’ll cross this road and then turn towards the town hall.”

The group crossed the street at once before advancing through the alley. One turn later, they ran into a dead end. “Ok everypony, back out again,” Bon Bon ordered.

A pony at the rear of the group let out a whistle. Bon Bon looked around, but cover in this alleyway was scant.

“There’s no way out!” whispered a unicorn.

“We’re boxed in!” seconded an earth pony.

A voice behind them rang out. “Freeze! Nopony move! Lower your weapons at once!”

Bon Bon pointed her spear in the direction of the voices. “Hold your ground everypony! Nopony surrenders! We’ll take as many of the enemy with us as we can!” The ponies took cover as best they could and waited for the enemy to come around the corner. The sound of many trotting hooves resounded ominously all around them. When they got their first glance of the enemy, Bon Bon gasped. None of the soldiers had crystal armor on. Sombra must have corrupted some of the townsfolk.

Some of the other New Equestrian soldiers noticed as well. “What are your orders, Ma’am?” a unicorn stallion asked.

Bon Bon sighed. “These ponies are innocent. Lay down your weapons. We’re not going to hurt them.”


“Hurry! In here!” Rainbow Dash trotted into a cave a short distance outside of town on a lightly wooded road, an unconscious changeling on her back. A pair of unicorns and three earth ponies followed them in. Last of all, Pinkie Pie entered the cave.

Rainbow laid the changeling on the ground on her back, propping her head up against the side of the cavern. The unicorns provided light enough to see in the cave while the earth ponies secured the chamber they were in. Rainbow leaned over the changeling, placing the side of her own head on her chest. To her relief, the changeling was still breathing. Pinkie Pie put a hoof on the changeling's neck a moment later. “She’s still hanging in there,” Pinkie said.

“Course she is. It’s just a horn.”

“But a horn is such an essential part of a unicorn. And it’s attached directly to the skull. I was just wondering…”

“You’re right. She needs help. More help than we can give her.” Rainbow brushed a hoof against the side of the changeling’s head. “We need to call for help.” Rainbow pressed her hoof against Loyalty. “Rainbow to Spitfire, can you hear me?”

A moment passed before a reply came. “Loud and clear, Rainbow. Go ahead.”

“I need a medical airlift ASAP. We’re located in a cave just north of town along the road. I have a pair of unicorns with me. We’ll give you a flare when you’re in position to perform the airlift.”

“Understood, Rainbow. We’re on our way.”

“Can you hear me, Applejack? Didja hear that?” Pinkie asked. “You’re going home. You’re finally going home!” Pinkie blinked rapidly as tears came to her eyes, the realization finally sinking in that her friend was back. “Home, Applejack! Home! Our friends and families—they’ve really missed you!” Pinkie began rocking the changeling’s head back and forth with her right hoof as she held a black, chitinous hoof with her left.

The changeling groaned and turned her head off to one side. Her breaths became faster and shorter. Her head rolled from side to side in Pinkie’s grasp. She intensified her thrashing, culminating in a deafening roar of excruciating pain which reverberated throughout the cave. Her body contorted as her hooves shot up to her head and her teeth grit. Her green eyes opened and her focus darted around the room.

“Well, looks like she’s awake,” Pinkie Pie said.

“Yeah, along with anything else in this cave,” added Rainbow Dash.

“Applejack, it’s ok! Lie still!” Pinkie urged. “Soldier,” she called, pointing at an earth pony, “give me your sword.” The pony did as instructed, and Pinkie cut a bit of thick cloth off of her uniform. “AJ, open your mouth. I’ve got something that might help.”

“It’s like—somepony—done drove a railroad spike—into my head!” she said with another shout. Pinkie stuck the cloth into Applejack’s mouth.

“Now bite down.” Applejack did as instructed.

“Hah’s this gunna helk?”

“It probably won’t help the pain very much, but it’ll keep you from gnashing your teeth to bits.”

“Applejack—that’s your name, right?” asked Rainbow.

“I—I reckon i’ iz,” the changeling replied.

“You’re not Dragonbane anymore?”

“I—I don’—hink zo.”

A low roar bellowed somewhere within the cave, echoing into the main chamber. The ponies in the cave exchanged frightened glances.

“Close ranks! Don’t let whatever it is get to Applejack!” The ponies immediately acted on this order. Before one of the earth ponies could reach the rest of the group, a bear pounced out from a tertiary cavern and grabbed her. Pinkie Pie fired her rechristened rock cannon, jarring the bear’s head off to one side. The bear turned and roared before charging at the pink pony. Pinkie Pie charged as well. She dropped to her side at the last second, sliding through the bear’s clutches unharmed.

A unicorn blasted a beam of magic at the bear, but after a brief hit on the bear’s head, it blocked the magic with its paw. Holding its paw in front of itself, the bear closed to melee range, dispatching the unicorn with a swipe from its other paw.

An earth pony stallion helped Pinkie to her hooves. The two charged and delivered a pair of kicks to the bear, knocking it on its side. The bear caught the stallion and bit him on the back of the neck just below the helmet. Pinkie stomped on the bear’s chest, causing it to reflexively drop the stallion and target her instead. With a single swing of its giant paw, the bear slashed Pinkie’s face and neck, causing her to reel backwards while shouting in pain. Rainbow swept in and grabbed Pinkie a moment before a second blow landed.

Rainbow hovered in front of the bear as it got back to its paws. “Leave my friends alone!” she ordered before delivering a buck to the bear’s face. As Rainbow maneuvered to get behind the bear, it reared up and swung a paw at her, striking one of her unarmored wings. Rainbow spun out of control and skidded along the ground. She came to rest when the top of her head hit the wall of the cave. She shook her head and looked up to see the bear charging at her. Preparing to defend herself, Rainbow tucked her hind legs in, readying for a kick. When the bear was close enough, Rainbow kicked as hard as she could. The bear had expected this and had opened its mouth to catch the blow between its jaws. When the bear bit down, Rainbow roared in pain. She tore one leg free of the bear’s toothed grip as it placed a paw on her opposite thigh, its claws digging through the cloth of her combat suit.

Twilight, anticipating the bear’s next move, covered Spike’s eyes with her hooves while simultaneously pointing her ears backwards. Just as the bear began to jerk its neck, Twilight squinted her eyes shut. Fleshy sounds entirely new to her ears accompanied Rainbow’s bellows of agony.

Bella, no!” shouted a female voice from out of the shadows. “Drop it!” the voice cried, loud and stern, but monotone. Twilight cautiously opened her eyes to see the bear return to the shadows. “Bad girl! Bad girl!

“Um, Twilight?” said Spike. “If I didn’t know better, I’d have sworn that was you talking.”

“Spike, that doesn’t sound a thing like me! She sounds more like—”

Pinkie gasped. “Maud! Is that you?”

The voice’s owner stepped forth, her foot falls producing a quadruped gait on the stone floor. Rainbow tried to sit up, but only managed to trigger more cries of agony. Pinkie rushed over to Rainbow’s side. “P—Pinkie! Your—face!” she eked out through the pain.

“Rainbow, your leg!” Pinkie replied.

“Who are you?” asked the injured unicorn mare.

“My name is Twilight Sparkle,” the voice replied.

What!?” shouted the three from the present. Sure enough, a lavender unicorn mare stepped into the light created by the other unicorn’s horn.

“So no Maud,” Pinkie lamented as she reached into a pocket on her uniform and produced Boulder.

“You’ve—still got—me,” Dash reminded.

“Not for long,” alternate Twilight said, trotting over to the pair. Princess Twilight shielded her view of Rainbow Dash with one of her wings. Alternate Twilight leaned down and pointed at Rainbow’s leg. “You’ll notice the complete severance of the popliteal artery. She’ll bleed out within minutes.”

Pinkie motioned for a sword. “Then help me make a tourniquet.”

Twilight shook her head. “That won’t be good enough. There’s only one other option at this point. I’m afraid it’s not pretty.” Twilight turned and looked into the distant darkness. “Spike, Shard, Sidi, I need you three out here,” she said, raising her voice, yet keeping a flat tone.

Before long, three dragons appeared. They shrank back at the horrors that were waiting for them in the cave.

“Girls!” Pinkie called. “Hurry! Come quick! Rainbow’s bleeding out!”

“Pinkie Pie!?” shouted Sidi.

“Rainbow Dash?” asked Spike.

“She’s—bleeding out?” asked Shard, wringing her claws.

“Hurry!” Pinkie repeated. “Rainbow needs you!”

Twilight addressed Pinkie. “So then you already know what we need to do?”

“No. But I learned a long time ago to trust others if they know what they’re doing. You ever heard of parasprites? Well, there was this one time—”

“Pinkie—” Rainbow protested.

“Pinkie Pie is right,” Shard said. “Sometimes, trusting someone who has more of the picture than you is important even if you don’t know what their ends are. Come on, you two. Let’s go help Rainbow Dash.”

“What?” shouted Sidi. “Shard, what are you doing?”

“We’ve already turned our backs on them!” seconded Spike.

“But you know they didn’t turn their backs on us, Sidi! You saw how distraught Sunburst was over losing Spike and Applejack. Did that mean nothing to you when you ran away? And Spike, when Sunburst pleaded with you to forgive him, you didn’t even give him a chance! And for what? To live the life the rest of your life a homeless misfit? You know you don’t have what it takes to be like other dragons. None of us do! We turned away from that path! We don’t belong here, and we don’t belong with the other dragons. We belong safe at home. With Rarity, Sweetie Belle, and Sunburst.”

“Actually, Sunburst and Rarity were ambushed trying to retake Fillydelphia,” Pinkie revealed. A look of horror froze on Shard’s face. “We—lost contact with them.”

“Do you think they’re…” Pinkie replied by removing her helmet. Shard hung her head. “Well, with just Sweetie Belle then. She’s going to need us now more than ever.”

“I don’t know,” said Spike.

“Spike,” Pinkie called, “Rainbow is the Spirit of the Element of Loyalty! If you were mad for being betrayed, she seems like the perfect pony to help!”

“Dying here,” Rainbow interjected.

“Oh, fine,” said Sidi.

“I need Spike first, then Shard,” said alternate Twilight. “Give me a second; my magic is unstable. I need to center myself. Any emotion at all and I’ll accidentally bring the whole cave down on top of us.”

Alternate Spike approached Rainbow’s leg. “Oh my gosh! Her leg! It’s completely—ugh.” Spike turned around and gagged.

“Ok then, Plan B,” said Twilight. “Sidi, I need you to give me a really hot rock. As hot as you can without melting it.” As she spoke, she reached out with her magic and pinned Rainbow to the ground by all six limbs, her abdomen, her tail, and her head.

“Wait,” said Pinkie. “Let me hold her hoof.” Twilight nodded and moved one purple aura from Rainbow’s hoof to a position above her knee. Pinkie grasped Rainbow’s front hoof with both of her own. “It’s going to be ok, Dashie.”

Rainbow turned her head before speaking. “Pinkie—if I don’t get back—tell Scootaloo—”

“Dashie, no! You’re gonna be fine, you’ll see!”

“Tell her—I was gonna—go through the paperwork—to adopt her—as a little sister.”

“No, Dashie. You’ll be able to tell her yourself.”

“But if I don’t—Please, Pinkie. Promise?”

“I promise.”

Rainbow smiled. “Cross your heart—hope to fly—stick—stick a—cup—cupcake—in—”

“No, Dashie, hold on! We’re losing her!”

“Here you go, Twilight,” said Sidi. Twilight levitated the white-hot rock in her grip.

“I’m not going to lie. This is going to hurt. A lot.”

“Hurt? No. Soon—I won’t hurt—never again.—I see—light—and—Fluttershy?”

“Dashie, hang on!”

Twilight the unicorn lowered the rock, prompting Princess Twilight to shut her eyes again, assuming that the other Twilight was cauterizing the wound. Her suspicions were confirmed when she heard searing flesh and Rainbow’s resumed screaming. Her weakened screams soon dwindled into mere groans until at last the mare passed into unconsciousness.

“Shard,” Twilight called. “Close your eyes and get ready to use your ice breath.” Twilight opened an eye to see the dragon levitating over Rainbow. “Now,” the unicorn instructed. Princess Twilight heard the sound of rushing wind as Shard exhaled.

“Spitfire to Rainbow Dash, we are in position.” Pinkie raised her ears as she put a hoof over her element.

“Pinkie Pie here. General Rainbow Dash is down. She’s in critical condition. I’m sending a unicorn outside to send up a flare,” she said as she nodded to the unicorn stallion.

“Copy that, Lieutenant Pinkie. We’re coming on the double.”

“Help me get Rainbow and Applejack outside,” Pinkie Pie ordered.

“You heard Pinkie Pie,” Shard seconded.

“Where are we going from here?” asked Sidi.

“Me? I’m going home,” came the reply. “And I’d advise you two to do the same.”

Sidi and Spike exchanged glances before walking over to help Applejack out of the cave.


For one final time, Starlight, Twilight, and Spike saw a flash of white light. They found themselves back in Zecora’s hut where they had started several hours ago. The fire underneath the caldron used for the potion had been reduced to a pile of hot coals. Outside, evening bathed the sky in an array of purple and navy.

Overwhelmed by a powerful sense of remorse, Starlight threw herself down in front of Twilight and began apologizing. “Twilight, I’m so sorry. I’m sorry for everything. Nopony should have to live in a world like that one! I—I just wanted—I just wanted a friend! When Sunburst left me I was—I was devastated!” Twilight picked Starlight up and hugged her. “But I never wanted him to die!

“You were just hurting, Starlight, and you were trying to cope as best you knew how. You had no way of knowing that disrupting the Rainboom would have led to all this. I mean, as far as I know, Rainbow and Sunburst never even met. Yet now, one of them is dying and the other is dead.” Starlight began crying harder, and Twilight soon felt Starlight’s tears on the back of her neck. “Starlight, you said you wanted a friend?”

Yes!” Starlight cried out. “More than anything, I just want to have friends! I thought I was doing the right thing when I made my villagers all equal. I truly didn’t want them to have to suffer the pain I felt when I was a filly. Even more, I thought they would view me as a friend! But then you came in and, from my point of view, turned them all against me just like that!”

“While your intentions were in the right place, Starlight, what you were doing wasn’t right. I’m genuinely sorry for everything that happened to you in the past.”

“And I’m sorry you had to do and see all this! I’m sorry I took so long to come around. I’m sorry I tried to ruin the life of the one pony who ever truly tried to be my friend!”

“But you have a friend, Starlight. You have a friend right here.”

“Thank you, Twilight,” she said as she dropped back to her hooves.

“Come on, Starlight,” Twilight said. “Let’s go watch the Rainboom.”


Starlight and Twilight had just cast a spell together to fix the table in Twilight’s throne room, Starlight, Spike, and the six Elements were now watching the map as three balloons and three diamonds glided across Equestria, finally coming to rest over Equestria’s capital.

Rarity gasped with excitement. “Canterlot! This is wonderful! I can check the boutique—Perhaps there will be some social events we can attend! I’ll have to make extra outfits! What will I wear?

“You know,” Pinkie replied, “some ponies get excited about the silliest things.”

Rarity ignored the comment. “Pinkie Pie, pack your things. I want to leave as soon as possible.”

“Just a minute, Rarity,” Twilight said. “While we’re all here, and now that we’ve fixed the map, Starlight has some unfinished business to attend to.”

“She does?” asked Fluttershy. “But I thought we already forgave her.”

“Forgiveness may help Starlight, Fluttershy, but when Starlight stopped Rainbow Dash from performing her first Sonic Rainboom those eight times, she created eight alternate universes. All of them were absolutely terrible places to live.”

“Let me guess. You’re making her fix them all?” asked Rainbow Dash. Twilight nodded. “But why? It’s not even like she lives there.”

“Maybe not, but there are thousands of ponies across multiple timelines who are suffering. You see, they’re not just alternate universes; they’re alternate realities. Just because we don’t live there, that doesn’t make them any less real. Starlight created them; now she has to fix them.”

“Oh my goodness. That’s just awful!” Fluttershy lamented. “All those poor innocent ponies…”

“Consider it community service,” Starlight offered.

“I’ve been planning to send her back ever since we got back to the castle, but it wasn’t until just now that we’ve been able to use the map again.”

“Well when you put it like that, I reckon it makes a bit more sense than it did before,” Applejack concluded.

Twilight turned to her pupil. “Are you ready to go now, Starlight?”

“I’ve got three days’ worth of food and water right here in my saddlebags. I’ve also got a compass, a map, a knife, some flint—” she said, levitating the items out one at a time, “—oh! And my magic journal.” She produced from her bag a book with her cutie mark on the cover.

“Great! Don’t lose that, Starlight. It’s our only means of communication with you, and by extension, the world you’ll be entering.” Twilight levitated a similar book with her own cutie mark from behind her throne. “I’ve taken the time to document the fallen realities you’ve created and prioritize them by order of importance. Almost all of the worlds are at risk, but some are more stable than others. You’ll be entering the world I showed you with the potion we drank.”

“The three-faction war timeline?”

“That’s right.” Twilight replied. Starlight glanced uneasily at the map. “You’re worried, aren’t you?” Twilight asked in a softer tone.

Starlight sighed. “This is such a big task, Twilight. I’m not sure I’m up to it.”

“You won’t be going it alone, Starlight. In each world you enter, you’ll make friends. They’ll help you make each of their respective worlds right again. I want to hear about your progress, Starlight. Don’t forget to send me your friendship reports.”

“Friendship reports. Right.”

“Are you ready now?”

“As ready as I’ll ever be,” Starlight sighed.

“Ok, girls, let’s open a portal for Starlight.” One by one, the cutie marks on the tops of the thrones activated, each radiating brilliant light. Once all six activated, a familiar portal opened above the map. Starlight then levitated herself up to the portal.

“Be safe now, y’hear?”

“Go bust some flank!”

“Please, be careful Starlight.”

“Bon voyage, darling!”

“Don’t forget to write!”

“Good luck, Starlight! Don’t forget to make some friends!”

Starlight smiled and waved at the six before reaching up into the portal. A moment later, she was sucked in, causing a tremendous flash of light. When the light dissipated, the portal was gone, and Starlight along with it.

“Well, that’s that,” Twilight said. “It’s out of our hooves now. We have to trust that Starlight can set that world back on track.”

Now can we leave for Canterlot?” asked Rarity as she stood up on her throne.

From a sitting position, Pinkie bounded out of her chair. “C’mon, Rarity! Let’s go!”

“Well, um, I guess I’ll be going back to my cottage now,” Fluttershy said.

"I've got Wonderbolt practice," Rainbow said.

“Think I’ll go surprise my little sister when she gets out of school. See ya later, Twi!”

As Applejack trotted off, Twilight levitated her magic journal and placed it on top of the table. She opened it to the blank first page before leaning forward onto the table and resting her head on her hooves. “What’s the matter, Twilight?” asked Spike.

“I just can’t help but wonder if this is the right thing to do. Sure, I’m a Princess now, but this is the biggest act of judgement I’ve ever passed on one of my subjects. What if I’ve given out the wrong punishment?”

“Starlight’s going to make friends, right? And she’s going to fix those bad timelines, right?” Twilight nodded her head both times. “Then it seems to me like everyone wins!”

“I don’t know. I just get this sinking feeling that she isn’t ready…” she said as she stared down at the blank pages before her.

The End of History Lesson


Book One in the “History” Series.

Stay Tuned for a Special Announcement concerning Book Two:

History Reimagined

Author's Note:

Link to the blog post with said announcement for History Reimagined:
http://www.fimfiction.net/blog/723071/history-lesson-final-chapter-and-special-announcement

Link to History Reimagined:
https://www.fimfiction.net/story/349059/history-reimagined