• Published 8th Nov 2018
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Halo: Celestium - Regis-Th3-Lesser



Eons ago, two sisters of a forgotten race sought refuge from the Halo Array. Now, their sins descend from the void of space.

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Chapter 4

Fight or Flight

Spike stroked Twilight’s mane while she rested on his lap. His dexterous claws parted her hair clicking as it would snag on his scales. Occasionally he’d scratch her scalp sending waves of relaxation through her. It was a brief moment of levity in a situation with all of the odds stacked against them. They sat scattered in a room with depressions in the ground from where channeling eggs once hatched. Some had been fully formed, leaving her to wonder if there was a developing larva inside.

She shuddered at Spike hitting that one spot right behind her ear. “Sorry,” he whispered as he withdrew.

“It’s okay, Spike.” Twilight then looked over at Celestia. She had been laying fetal side Thorax sealed the door. A considerable amount of time had to have passed since they cornered themselves in this room. Seeing Celestia in a vulnerable, infant-like state stirred up a sour soup of bile in her gut. Yes, she has seen Celestia be bested by Chrysalis, have her magic taken, frozen in stone, everything… but not once had she ever shown fear…

A worried whine squeaked from her throat, catching Spike’s attention. “Thought of how we’re gonna get out of here?” He asked while playing in her bangs.

Twilight snorted and deflated in the dragon’s lap “No…” she looked over to Thorax who had been pacing about and discussing something with his changelings for some time. “Have you?”

“Know any explosive spells?”

“Yeah, but they’d bring the whole place down on our heads.”

“Then I got nothing- actually. Why don’t we just teleport out?”

“Teleportation takes a lot of energy. Teleporting oneself can completely drain you on the fourth or fifth time. Teleporting several ponies at once is… dangerous”

“Right…” Spike slumped.

“Especially since we’d be going through whatever this place is made of,” She waved her hoof around.

“Huh? Why does that matter?”

“The more material you go through the more magic it takes,” She sat up and looked the dragon dead in his slitted eyes. “Teleporting isn’t popping in and out of reality, it’s more like… de-materialistic super luminous travel.”

Spike stared blankly at her for a moment then shook his head. “You’re the only pony who can be a nerd in a life or death moment.”

Twilight sighed and flopped back onto his lap. “Well still, it would take more magic than I or Celestia can output to teleport out of here.”

“Uuugh!” Rainbow wailed catching everyone’s attention barring Celestia. “So that’s it? We’re just gonna sit here while waiting for these things to eat us?”

“Calm down,” Applejack spoke from under her hat. “Give Thorax some time.”

“How can you guys be so calm!”

“What makes ya think we’re calm?” Applejack looked at her with tired red eyes. “I want outta this hole same as you, but we don’t know jack about this place. We just gotta have patience.”

“But the others? What if they get eaten?” Rainbow whined.

“We ain’t gonna let that happen!” Applejack spoke proudly.

Rainbow dropped to her haunches and started playing around with the shale like rock. Twilight looked back to Celestia. She still lay there on her side, not even a single peep uttered. She then focused on Thorax who had his eyes fixed to the ground while his changelings inaudibly spoke.

As if he felt Twilight’s wandering eye, he met her gaze. “I know of a way out that leads to a cave not far from here. We can make our way to the surface from there.”

“Good! Let’s go!” Rainbow sprang to her hooves immediately.

“Wait!” Twilight Rose was well. “What’s the catch?”

Thorax avoided looking her in the eye and but his lip. “We…” he sighed “We would need to head to the lower levels…”

“Why is that an issue?” Applejack asked.

“That’s where the greatest population density is… and where that infection has most likely spread to…”

“No… No! There has to be another way out!” Twilight choked up.

“We’re boxed in. The only way out is up or down, and the ventilation shafts are to narrow for any of us to squeeze through.”

They all sat in silent contemplation until all eyes fell on Celestia. Twilight slowly approached her and gently places a hoof on her side. Celestia twitched and slowly peered back at Twilight. Her eyes were bloodshot and the fur on her cheeks was matted and crusty, the tears drying up some time ago.

“P-Princess… Thorax-”

“I’ve been listening the whole time…” her voice was solemn and scratchy. A far cry from her usual composed and compassionate tone. “We’d be better off staying here…”

“What? We can’t!”

“If the flood takes any of you, they’d be unstoppable…” She looked over to Rainbow. “The flood doesn’t “eat” you… They take control of your body, leaving you alive to experience… everything.”

Twilight gulped as the changeling who turned before them flashed into her mind. She shuddered at their wails of agony as the parasite took broke and twisted their body.

“S-S-So what does it do?” Spike shook.

Celestia sat up, her joints crackling. “You either fight for them… or you become one of them. They assimilate the knowledge of everything they infect. If they were to take any one of us, the knowledge they’d add to their ranks would devastate the rest of Equestria…”

“But we can’t stay here, Princess,” Applejack spoke up. “Those things’ll tear through Equestria faster than a bull with a hernia in a glass museum!”

“Yeah! And we can’t leave the other’s outside! Fluttershy was hurt, remember?”

Celestia avoided their pleading gazes. Tears filled her vision once again while she stifled her sobs. “You don’t know what the flood is capable of…” She tried her best to keep her tone steady. “They aren’t just an infection or a plague. They’re something far more evil and perverse. They enjoy torturing their victims…” Her composure broke with a quaver in her lips. “They live to see all intelligence cower before them…” Fresh tears coated her cheeks and her chest tightened. Millions of souls lost, her family, her rate, her master all gone. “We were the most advanced beings in the galaxy. And even at the peak of our civilization, we couldn’t stop the flood!” She broke down and sobbed uncontrollably. “No matter how hard we fought! Everything we tried failed! They even took our ancilla from us! The day that Mendicant Bias attacked the Maethrilian… it… it showed us what the flood thought of us… How much they could damage us…

“Celestia…” Twilight gently leaned on Celestia's side.

“W-What hope do we have now!”

Twilight stood before her mentor. “Celestia, look at me.”

She continued to sniffle and whimper.

Twilight grabbed her cheeks as a mother would with her child. “Celestia! We’re all scared, and we all saw what the flood can do. But… we need you. You…” she sighed. “You may have lost everything, but you survived. And you’re here now so you can put an end to what you didn’t finish before. We don’t know what we’re up against, but you do…” She smiled and chuckled. “You always taught me to never stop no matter what’s in your way. All of the tests you gave me before my ascension, everything you did for me when I became a princess. It was all because of you.”

Celestia could see the fear and anxiety in her student's weary eyes, but behind that was a small spark, a kindling of hope and determination. The exact same determination that she saw all those years ago when she took Twilight under her wing. She couldn’t cave in. This was her home- her world that she spent eons building and even more so cultivating. She stood tall, the angelic flow of her hair restored to its former radiance, and turned to Thorax.

“Lead the way.”

“Whoo yeah!” Rainbow cheered with a flip. “Let’s kick some ass and show these buggers who’s boss!”

“Watch that mouth o’yers!” Applejack scolded with a frown.

“She doesn’t mind, right?”

“Language, Rainbow,” Celestia said with a mock stern tone.


Luna flew through the dusty atmosphere, her blood boiling and her mind racing a million miles a minute. Her anger seemed amplified by the heated atmosphere that passed over her wings.

Of course, the day that Humanity comes, they bring the single greatest threat to all of existence to their doorstep, and her sister was in the heart of it.

Through the dust, she saw the hive come into view. She landed and immediately began searching for a way in, or she could have forced her way in. Just as she found a perch-like opening someone called to her.

“Luuunaaa- oof!”

A purple mass slammed face first onto the platform and began to tumble down. Luna caught her, pulling her up on the One.

“Are you okay?” She asked while placing the dazed unicorn down gently.

“Heh, I’m fine. Came in too low,” Starlight chuckled, knowing that a sizable knot would grow where she hit her head.

Luna glared down at her with admonishment. “Why aren’t you with the others?”

Starlight rubbed her forehead. “You said I could come.”

“I figured that you’d come to your senses and help your friends.”

“Well, Twilight, Spike and Thorax are my friends too. Let’s go!” She started towards the entrance but Luna took her in her magic.

“Are you sure you’re Twilight’s student? You’re more stubborn and straightforward than she is.”

“You need to be around Twilight more often,” Starlight snorted with a smirk.

“Listen,” Luna set starlight down and looked her in the eye. “These creatures are nothing like anything you’ve faced before. If they get a hold of you I… I can’t promise that I can save you.”

“I can handle myself, besides you said that “those bastards won’t get the chance!” just a few moments ago,” Starlight playfully teased.

Luna coughed with a stale face and went inside.

“Wait- aaaaaaaah!” Starlight was sent tumbling into darkness rolling and flipping as she fell down a shaft. She couldn’t orient herself and panic soon set in as she realized the ground may meet her with a painful slap. Then suddenly, she felt Luna’s familiar magical embrace.

“Are you okay?” Luna’s voice resonated softly in the dark.

“Y-Yeah… how far did we fall?”

“I am not the slightest bit sure…” Luna looked up to where they entered. “Stay close and keep your horn hot.”

Tentatively they moved forward through the lowlight tunnel. Starlight had been through the hive before. Even under Chrysalis’ hoof, it wasn’t nearly as dark and dreadful as it was now. Perhaps that could have been a direct cause from that explosion because not only was it dark, but there wasn’t a single changeling in sight.

Starlight looked around curiously and cautiously while Luna pressed on with a stoic march. She couldn’t silence her beating heart, nor calm the flames each palpitation fanned like a billows for her raging forge. She didn’t remember much of the forerunner she used to be, but her hatred of the flood was one that persisted well through her rebirth. She did not know why she vehemently despised the parasite, but she knew her rage was pure from what Celestia had told her of their past.

She was lost in thought and trying to pry memories from her mind’s deepest stores when they rounded a bend and were sucker punched by a sickly sweet stench that made Starlight double over.

“W-What is—”Starlight heaved, holding desperately to the hay and sweet oats she had for breakfast. “What… is that… s-smell!”

Luna’s eyes twitched as the foul odor violated her nostrils. “Rotting…” she paused. Her stomach began protesting what information her snout relayed, but she steeled herself and took a deep breath. “Rotting flesh…” she groaned. “A s-signature of the—” she felt the sour acid and enzymes of her belly rise to her throat but she forced them back down. “The f-flood is extremely present… You go ahead of me. I d-don’t- goodness!” She plugged her nose with her wing. “Stay ahead of me so I don’t lose you!”

As they pressed on further the disgusting smell intensified tenfold while adopting a rusty blood-like scent. Starlight tried to mitigate the assault on her sinuses by breathing through her mouth, but the air was so sour that she could taste the odor. She sputtered and raspberried hoping it would get the taste off her tongue.

Luna followed close behind fanning the air though she believed she was masking the situation worse. It seemed to thicken the further they went into the hive. Some moments later she heard a sopping squelch and a surprised peep.

“What did I step in…?” Starlight dares not look down at her hoof lest she wanted her stomach to give right there. While she quivered Luna brightened the light from her horn and found Starlight had stepped in a yellow mass with green red and orange splotches that oozed mucus and a gingivalis-like funk.

“This is the flood’s doing… We need to find another route.”

Just as they were about to turn Luna spotted an infection form lunging at Starlight. She quickly took it in her telekinetic grasp and enveloped the creature in black flames. It made no sound aside from the gut-wrenching noise of its flesh sizzling and popping like an egg on a hot sidewalk. Luna tossed it aside and stomped on the ashes. “If that had taken hold of you, there would be nothing I could do to save you.”

Starlight nodded and gulped. Doubts crept into her mind. Maybe she should have stayed with Trixie and Lucky. The way that thing looked was entirely unnatural. Long tentacles, no eyes, no mouth, nothing resembling what a living thing should look like. The smell, the darkness, imaging it latching on to her and burrowing into her body made her legs turn to jelly and she collapsed.

“Starlight!” Luna gently held her in her Magic. “Are you well?”

“I…” Starlight huffed. “I need a… f-few moments…”

“I told you to stay behind,” Luna added smugly, but with a modicum of sincerity. She placed Starlight on her back and began to turn away until a shrill scream pierced the thick air.

Starlight lifted her head towards the cry. “Do you think that was them…?

Luna desperately wanted not to walk into a possible mass of flood, but her curiosity and worry for the better of her. She trod carefully over the slimy muck feeling it press against the frogs of her hooves and releasing with a disgusting pop when she stepped off. More panicked screams could be heard until four changelings came dashing towards them.

“Run!” One cried. “Don’t let them get you!”

Just as she did, a mass of infected changelings as well as infection forms scuttled and galloped towards them at full speed. Luna quickly reacted by putting up a shield while Starlight wriggled off her back. “Go! Protect the changelings!”

“I’m not leaving you!”Starlight lit her horn and added her magic to the shield.

“Could you just listen! I can handle this! Make sure those changelings don’t fall like their brethren!”

Starlight bit her tongue and ran off shuddering at the mucus clinging to her hooves. Luna focused on the infected changeling staring her in the eye from the other side of her barrier. The flames of rage billowed in her heart, and with a mighty cry, she threw very last parasite clinging to the barrier flying.

“You may have killed my people once!” A long curved magic sword covered in black flames materialized from her horn. “But I’ll be damned to the deepest pit of Tartarus before I let you take my world!”

The flood advanced once more only to be cleaved and immolated by Luna’s dance of death. Like a graceful dancer, she swiftly dispatched of all who lay before her. Then, one infected changeling shot its horn, narrowly missing her head but successfully taking off her crown. She returned the favor with a bolt of magic that all but erased the creature’s head before splitting it in two. Starlight guarded over the Changelings as they watched Luna dispatch of the flood without a hint of hesitation or mercy. She spun and danced in harmony with her blade in an almost hypotonic manner while the parasite cried out in agony.

Just as quickly as the commotion began, it ended with the final infection form being crushed under Luna’s hoof. Her blade fizzled out of existence and she turned to see Starlight, jaw agape with four cowering changelings concealed in a bubble.

“Starlight?” Luna asked while picking up her now mucus covered crown.

“Wow…” She released the changelings. “You didn’t need me at all…”

Luna gave her a smile, “Don’t count yourself out just yet. We still haven’t found my sister and Twilight.”

“Yeah…” Starlight sighed.

Luna turned her attention to the Changelings. “Are you all well?”

The Changelings murmured in agreement.

“Where is your king?”

“W-We don’t know. After that explosion, everything went dark a-a-and those things attacked!”

“What are they?” Another asked.

Luna frowned, “A horrid lesion on the face of existence.”

“Don’t worry. Luna and I will keep you safe,” Starlight spoke in reassurance wondering if it was the changelings or herself who needed it.

Luna nodded, “Do you know of anywhere he could have gone?”

“M-Maybe deeper into the hive. Where the others ran to when that thing fell from the sky.”

“How do we get there?”

The changeling pointed to where they had run from which was now littered with smoldering flood carcasses.

“Right… Starlight. You take the lead, I’ll keep watch on the Changelings from behind.”

Starlight took a deep breath, “You’ve got it, Luna!”


Thorax has been leading them through a series of winding tunnels since they left the breeding room. It was dark, but with how thick and stale the air became they knew they were plunging deeper into the hive. Twilight and Celestia have their nerves on edge like an exposed live wire ready to jolt anything that dared get to close, while Spike clung to Twilight’s back acting as sort of a guide in the lowlight tunnels. Applejack, on the other hand, wanted desperately to get out of the hive. The cramped spaces and thick air made the usually free-range farm girl uneasy, but she wouldn’t show it. Rainbow Dash was in the same boat as Applejack, only she felt a hint of excitement and anxiety for when they ran into the flood again. She wasn’t going to tuck tail and run this time.

The deeper they went the thicker the air became until they were slapped with a strong eggy stench.

“Geez!” Rainbow cried while plugging her nose. “I know who smelt it dealt it, but I can’t keep myself from calling that out!”

“No one “dealt it”, Rainbow,” Twilight nasally responded. “It’s methane or sulfur…”

“It’s neither…” Celestia replied, shining her horn on the slime-covered floor and ceiling. “The flood has already started turning this into their own hive,” She spoke with a wavering tone. The thought of seeing the flood again with the sweet yet pungent stench of decay chipped away at her thinning resolve. “Is there any other way?”

“Yes, but we’d have to go back to the breeding chamber,” Thorax spoke somberly.

“Well, we dun already came all this way. I reckon we keep goin’,” Applejack chimed in.

“And risk being infected?” Twilight retorted.

“AJ’s right. We can take those nasty little boogers!” Rainbow added with bravado.

“I admire your cavalier attitude, Rainbow. But one cannot simply charge into a flood hive and walk away unscathed!” Celestia spoke with enough gravity to end the small dispute until Spike spoke up.

“The flood isn’t invincible… right? Your forerunner guys killed them before, didn’t they?”

“Yes, but we killed ourselves in the process.”

“How did you do it?”

“With the Halo array,” Celestia replied with slight annoyance.

“I meant, how did the “Halo Array” do it?”

Celestia wanted desperately to turn back, but she decided to hear Spike out. “The Array was spread around key points in the galaxy and used high energy gamma-ray bursts to destroy the nervous system of every living thing, thus starving the flood.”

“Gamma rays…” Spike poked Twilight. “Isn’t that just hyper intensified light?”

“Yes, actually! You’ve been listening.”

“You think I just scribble down your notes?” Spike chuckled.

“What are you getting at, Spike?” Thorax asked.

“Well, since gamma rays are just light that’s been energized to the max, maybe we can use that. You guys with magic, all of you can shoot literal lasers out of your horns! The flood should be no problem!”

“They have strength in numbers little one.”

“So do we! We have two princesses, the changeling king and his changelings, two elements of harmony, and a handsome fire-breathing dragon,” He said with a smirk as tufts of fire escaped his nostrils.

“Actually, my changelings can only use, well, changeling magic.”

“Oh…” Spike deflated, “Well, we still have you and the rest of us.”

“How do the two without laser blasting horns fit into your master plan?” Rainbow asked.

“If they get too close, you guys knock their blocks off!”

“The flood feels no pain. They’ll come right back,” Celestia added, further deflating the dragon.

“Well, it was just an idea… Beats sitting here and waiting to be eaten…”

Everyone went silent individually weighing their options against turning tail, or taking the flood head on. Only Celestia knew of the true horror they wrought while the others, though having only a taste, were mostly turned off by the prospect of taking the ravenous infection head-on.

“I say we do it!” Twilight spoke with confidence. “We don’t really have any other option. If this is the quickest way out like Thorax says, then I’m willing to take that risk.”

“Me too!” Rainbow gritted her teeth and flared her wings.

“Anything to get the heck outta here!” Applejack agreed in earnest.

The changelings agreed along with Thorax leaving Celestia to decide. As she thought over the plan, an old friend crept into her troubled psyche. She wanted to shut down and hide like she did those hundreds of thousands of years ago. Her fear of the flood constantly ate away at her, clawing its way into her dreams and her life ever since she lost her original body. What were they thinking? The flood can’t be beaten. There is no way. But, then… Twilight’s words earlier washed away the fear like a river over scorched land. She had to admit, her ponies “never back down” attitudes were annoyingly infectious.

“We’ll try your plan, Spike.”

Spike fisted the air with joy.

“Twilight, you and Spike take the head, Rainbow Dash and Applejack.”

They stood at attention like soldiers ready to battle. “You will be on either side of Thorax and his changelings since they are the most vulnerable…”

The changelings grumbled while Thorax simply smiled.

“And I’ll take the rear. I should be able to keep my eye on all of you should anything go wrong.”

Twilight readied herself with a deep breath and a snort. “Here we go!”

Forward they marched as a green company into the belly of the beast. The further in they traveled, the stronger the stench became to the point that one changeling, and nearly Spike, lost the contents of their stomach. The air became so thick you could practically taste it while the walls and floor were slick with slime and mucus from an ever-growing living thing filling in every crack in the wall, every bend, every curve. Loud suction like footsteps came from the dark followed by the sounds of screeching. Celestia immediately tensed up, waiting for the flood to descend on them from every direction, while Twilight had a curious mind. She wondered what would come from around the corner, and prepared herself for what else accompanied it.

They drew closer as the sounds of screeching grew louder. Something else was resonating through the walls. Sounds of, grunting, of effort from an individual who hadn’t yet been infected. Twilight instinctively felt the urge to call out to whoever was there, but her rationale said otherwise. So she carefully closed in on the struggle, seeing an infected Changeling lunge at a silhouette only to be met with a blue blade seeped in black flames. The figure turned and gasped. “Celestia!”

“Luna?” Celestia threw herself at Luna nearly knocking her off her hooves.

“I was beginning to assume the worst!” Luna cried while squeezing her sister.

From behind her Starlight emerged with several changelings in tow.

“Starlight?” Twilight and Spike gasped. “W-what? How are you here??” Twilight asked in a relieved yet confused ramble.

“This huge explosion broke all of the windows in the castle. When that floating ball thing told us that it was you guys, Trixie and I teleported right away!”

“Did you find the others?” Rainbow nearly cut her off

“We did. Rarity and Trixie took them back home.”

A sigh of relief swept over friends. But, it lasted a literal moment.

“Sister, we have a problem…”

“If it is the flood, then we already know…” She glanced at the twitching remains of the flood who Luna had slain.

“Worse… Lucky said that the Sentinels are offline…”

Celestia’s hair went stiff and she shook like a leaf. Their first line of defense was inoperable. She had hoped that if they didn’t make it out unscathed that the sentinels would keep the disease in check. “H-how could this have happened…?”

“Perhaps when we copied our composed consciousnesses over to these bodies, our connection to the facility was broken..”

Celestia sighed and pressed the bridge of her snout “That’s exactly what we wanted…”

Luna nodded and gently patted her sister’s back.

“Let’s stop dawdling about and turn them sentinels on then!” Applejack snorted, her patience nearing the end of its rope.

“I agree,” Thorax added. “You can fill us in later, but right now we need to leave before this infection picks us off one by one.”

Luna gave her big sister a supportive smile and a playful poke to the ribs that jolted Celestia from her sudden malaise.

They moved through the mucus-lined walls deeper into the hive finding every inch covered in disgusting oozing pustules of rotting flesh. Every now and again a couple of infection forms would scuttle across the smile to be met with Luna’s blade or a charged bolt of magic from the others. That was until they rounded a corner and found a mass of infected changelings ramming into and clawing at a wall.

“This is not good,” Thorax whispered. “That’s our way out!”

“Let’s clear them out then,” Luna summoned her weapon once more and charged at the group, but just as she did, one turned around revealing a bubbling mass growing from its back. In the blink of an eye, the sac burst to send infection forms flying in all directions. The others cried out in worried horror as three of them latched on to Luna. Celestia charged with a flurry of magic bolts illuminating the dark tunnels.

Meanwhile, their panicked screams echoed through the tunnels, and as if awakening a beast, the foul air shifted as sounds of scuttling and scraping came from all around them. As soon as the forms crowding Luna were dealt with a literal flood of infected changelings came bearing down on them. Thorax bolted for the wall the flood were scratching at. With a light of his horn, the wall crumbled away letting in a rush of fresh cool air. “This way! Come on!”

The others did not hesitate to bolt for the narrow opening. Unfortunately, all did not make it as some of the changelings were dragged into the charging horde, their screams dying as they too fell to the infection. And there they ran, dodging stalactite and stalagmites growing haphazardly in the moist mineral rich cave. Their hooves beat against the rocks, and their hearts burned with heaving aching beats. Not one of them dared to even entertain the possibility to look back at what was hunting them. Then again, they didn’t need to. The hollow walls relayed every sickening and panic-inducing sound of death.

The cave floor and the walls began to dry out, and Thorax could see strands of sunlight peeking in. “Keep…” he gasped “Keep p-pushing everypony! W-w-we’re almost out!”

As soon as he called out to them, one by one they burst out into the daylight. As they filed out, Thorax collapsed the entrance keeping the flood at bay for the moment.

All of the tension, the fear, anxiety, all of it melted away under the setting sun. Applejack and Rainbow hoof-bumped one another while gasping for air, while Twilight and Starlight shared a victorious hug. Spike was busy kissing the dirt, while Thorax tended to his changelings. Celestia collected herself with a few deep breaths before noticing something gigantic sticking up from the ground. As she trained her eyes, she noticed letters of a basic language that was once common in the lesser worlds of the ecumene.

“Luna? Could you come here?”

“What is the matter?”

“Look? Can you make it out as well?”

Luna squinted at the words, “I can,” She read aloud slowly, “ “UNSC Red Horse?”” Her and Celestia shared a look of confusion.

“That doesn’t sound like any vessel I’ve ever heard of,” Celestia added while tapping her chin.

“It has been a very long time since we’ve seen a vessel like this.”

“I don’t get it…” Celestia studied the crashed ship. “How did the flood bypass the scan? Even if one of them was discovered the planet would have locked them out, regardless of if they had a reclaimer with them.”

“That is true--”Celestia was cut short by what looked like a spear narrowly missing her flanks. Her gaze went back to the hive where a cloud of infected changelings came pouring out like a swarm. “Everypony! Run!” She cried before charging off. The others had little time to react as the mass descended upon them with a hail of sharp calcified horns. Thorax was enveloped with a hail of the razor-sharp projectiles felling the changeling king with ease.

“Thorax!” Spike cried. He was just about to run to his friend, but Twilight enveloped him in her magic. “Noooo!”
Whilst scrambling to her hooves, Applejack was impaled through one of her forelimbs.

“Ahhhhh!” She cried as fresh blood seeped from the wound. Rainbow wasted no time working Applejack on to her back. Starlight gave her a telekinetic nudge before an infected changeling plowed into the ground before her twitching and hissing. “Go!” She cried.

Once again they found themselves at the mercy of an unstoppable mass of malicious intent. Huffing and chuffing while running towards a seemingly impossible escape. It was as if they were running from a hailstorm, dodging falling changelings and their projectile horns left and right.

“We need to teleport now!” Luna huffed while shielding herself.

“We cannot risk taking any one of them with us! We need a way to make some space!”

Rainbow nudged Starlight, “Here! Take Applejack!”

Starlight gently placed the injured mare on her back. As soon as she did, Rainbow took to the sky, pushing against her fatigue to gain as much altitude as possible.

“W-What is she doin’!” Applejack winced. She could see her blood sticking to Starlight’s fur while her vision doubled and her head spun.

Rainbow watched from above with a deep burning rage within her heart while her friends ran for their lives. First Fluttershy was hurt, now Applejack was bleeding out. She couldn’t live with herself knowing that something this disgustingly evil was going to be running around her home. With a defiant cry, she dove towards the ground, tucking her wings in. That familiar whistle of subsonic air tickled her ears as she approached the ground. Tears welled up in her eyes as she approached the barrier. The air in front of her hooves grew hot and dense. Whenever she came close to the sound barrier it felt like she was flying through putty, but then. She felt her Magic swell, and everything went silent. Pulling up just before she reached the ground, the bow shock she caused sent the flood flying hundreds of feet in every direction. A battle cry rattled in her throat as she mowed row after row of the infection down, but just as she was about to pull up, one of them jumped on her back. She rolled and tumbled into the dirt. Luckily she had blacked out at the moment of impact or else the pain of every bone she broke would be unbearable in every sense of the word.

“Everypony, group up!” Luna called out, but Applejack slid herself off Starlight’s back. She tried to hobble towards her friend, but Starlight pulled her back with her magic.

“We need to go, Applejack!” She struggled to reign Applejack in. Even while injured her strength held.

“Not without Rainbow!” Applejack seethed while fighting against Starlight’s grip. Then, she felt a stronger force lift her from her hooves, and suddenly she found herself by Luna’s side. And in a snap, they were gone.


They reappeared in a meadow bustling with life, tired and bruised, but ultimately safe. Applejack stood frozen the image of her friend lying in the dirt playing her distressed and pain racked mind. Like a deluge tears streamed from her eyes, and rage awoke. She turned to Luna, “Why in Tartarus did you do that!!” Her voice echoed across the meadow.

“We already lost Thorax. We couldn’t lose you and Rainbow--”

“We coulda saved her! All y’all damn teleportin’ unicorns coulda grabbed her!”

“But we--”

“You let her die!” Applejack didn’t hold anything back. She shook from her delirium and every emotion she felt at losing one of the many ponies she’d admit that she loved on a deeper level than most.

“Would you rather it have been you!” Luna dominated the small mare, invoking the royal Canterlot voice. “Rainbow made her choice! And that choice got us home safe!”

“Rainbow didn’t choose shit! She always does something stupid without thinkin’!” In her rage, she bucked a nearby tree. As if it were dealt a death blow, the old oak wailed as it’s trunk snapped and it toppled over in a heap of twisted branches. Applejack exhausted herself with that stunt and collapsed there, sobbing and screaming. One by one, Twilight, Spike, and Starlight came to her side to shed their own tears for the loss of an unmatched Pegasus in skill, tenacity, and loyalty.

Author's Note:

Yes, I killed Rainbow and Thorax. But it was not without a good couple of days of premeditation, and a couple group forum threads asking if Rainbow would willingly sacrifice herself. I had come to the conclusion that in an attempt to help her friends she'd unknowingly give up her life for them. Don't hate me :fluttershyouch:

Also, this took a whole month cause I am slow to be entirely honest. That and personal life has been bending me over with not even spit to use as lube, so yeah. Next one will be shorter and focus more on the characters and the aftermath of this chapter. Thank you for reading, and for having the patience for my slow ass.