ReAwakened

by Jaestring

First published 14th of August, 2013

1,000 years after the sack of Canterlot, everypony is an Alicorn - everypony except the rebels. But when five young ponies are chased from their homes, they must solve the mystery of what happened all those years ago and save Equestria themselves

1,000 years after the sack of Canterlot, everypony is an Alicorn—everypony except the rebels. When five young ponies are chased from their homes and meet sompony they thought was a myth, they must solve the mystery of what happened all those years ago to save Equestria themselves.

Temporary Cover art by Turbosolid

Amazing, Awesome Editors:
Breath of Plagues
Selbi
Kaidan
Fourpony

Prologue

Prologue

Twilight looked deep into the familiar eyes of her princess. As she searched those deep pools of seemingly infinite wisdom, a cacophony of muffled explosions grew steadily louder—as did the patriotic yells of Equestrian soldiers that flew to meet the enemy. An enemy that Twilight still had yet to name.

“I hear what you’re saying,” she said, “I just don’t understand.”

Celestia gave her former student a firm look, “I know this is a lot to take in, Twilight, but there is no time for questions. Luna is holding them off as we speak...”

“Who?!” Twilight cried out in frustration.

Celestia ignored Twilight’s outburst, “She will only be able to buy us a few minutes, so explanations must wait. Now, there is one more thing I must do.”

Celestia’s horn began to glow a brilliant yellow as loud, thundering footsteps and cracking stone began to echo from the southern corridor. Celestia's aura encased Twilight, pulsing around her as it worked it's magic. To Twilight, it was as though the earth had suddenly shifted. She staggered, legs shaking in an effort to hold herself upright.

After a few moments, Twilight shook her head and straightened. She looked at the room around her; everything seemed different now, as if she were looking at it from a slightly different angle or through a new filter. She couldn’t place exactly how it had changed, she only knew that it had.

“Listen, Twilight,” Celestia’s urgent voice pulling Twilight's attention, “the instructions I’m about to give you will be the most important tasks I’ve ever set: Bring together the Elements of Harmony once more and use them to protect Equestria. Even if you have to wait for the beginning again, you must do this.”

The barred door leading to the Southern corridor began to lurch and whine as a creature of monstrous size slammed against the wooden frame. Splinters flew as the middle began to crack.

“Equestria is depending on you, Twilight. You are its new princess, and now you must be its new savior.”

Celestia turned to face the buckling door, summoning her battle armor in a brilliant flash of white light. The gold, plate barding covered her from ears to tail, lined with flames that licked at the edges of the armor. Twilight could not help but look on in awe.

The princess took her battle stance, summoning a halberd of light before her. “Now run.”

It was a command, not a request. Twilight turned from her mentor, sprinting into the Northern corridor. Only a few paces down the first hall, the rear entrance finally give way.

The scent of burning wood reached her nostrils, metallic clangs and guttural growls resounded behind her. The hum of war magic vibrated through the walls and up through Twilight’s legs, the sheer power and alien nature of the violent energy nauseated her.

Twilight flinched as something that sounded like a dragon’s roar spliced with a train screech assaulted her ears from the room. She stopped cold, wondering what could make such a noise. She wanted to turn back, to fight at her princess’ side.

Celestia’s battle cry sent a spike of adrenaline though the young mare’s body, propelling her forward in spite of her wish to aide her mentor. Twilight turned right at the fork in the hall at full speed, flapping her wings in order to keep her balance. What is going on?! Why is this happening?

She looked up in time to see a changeling drone fly into the hall, blocking her path. As it took in the sight of her it raised its lips into a threatening hiss.

”Princessss...” it seemed to say.

Twilight didn’t even bother to stop. With a flash of her horn she appeared at the far end of the hall, disappearing down yet another corridor.

The drone would have been an easy fight. Even the numerous other drones that were inevitably following behind wouldn’t have drawn a sweat from the newly coronated alicorn, but they would slow her down. The drones were not the problem.

”Princessss, we must follow the princessss...”

Twilight didn’t know much about changelings, the literature on them was stringent at best. What she had learned was enough to know that the drones acted through a hive mind. What one knew, they all knew.

Now that she had been spotted, their queen would know where she was.

She had to move, and quickly.

As she ran, she remembered the location of a window—one flight up and down the hall. The window was large enough for a full-grown alicorn to fit through. For a mare her size, it would provide a perfect escape.

Twilight once again turned right, her hoofbeats echoing throughout the passage.

As she ascended the stairs she began to think, assessing the situation. Changelings were invading, and they seemed to be everywhere. Now that she realized what they were up against, she could feel their magical signatures all around her. It had been mere luck, or perhaps clever planning on Celestia’s part, that she had only run into the one thus far. Canterlot had been overwhelmed. What was worse, Cadence was in the Crystal Empire while Shining Armor was in Canterlot; apart, and therefore unable to channel the power of love to expel the vermin from the beloved city.

She reached the top of the stairs, which opened up into a vast room. Twilight had only moments to take in the overly tacky decor when she heard an approaching buzz. Twilight cast out her senses again. There were no less than two-dozen drones closing in on her position, and fast.

Twilight spared a few seconds to cast a quick protection charm. She then opened her wings, flapping them for a good stretch, then took off at a full gallop towards the window. She saw the drones flood into the hallways out of the corner of her eyes, and pulled her wings as tightly to her sides as she could. She pushed all of her strength into her hind legs and squeezed her eyes shut, throwing herself with all her might through the plate-glass window.

The protective charm kept her from feeling the full impact, but she still winced as the window shattered around her. As she began to fall in the rain of broken glass, she spread her wings. Cool night air rushed around them, ruffling her feathers in the soft breeze. As she opened her eyes, she saw the bright light of Luna’s moon, sending a momentary wave of hope through Twilight’s chest.

She hadn’t yet learned to fly. Instead, she descended at a slow glide. As her hooves connected with the cobblestone bridge, she smiled. She flapped her wings a few times and shook herself, throwing the glass that had fallen upon her away.

Twilight peeked over the edge, past the river below, to the lower level of the castle. The sun and moon guard were out in full force, the sounds of battle echoing up the artificial ravine.

Twilight turned, looking over her shoulder. Her eyes widened at the sight of a shadowy figure floating above the pinnacle of the castle's highest tower. She only saw the silhouette for a moment as it disappeared within a massive, black cloud of drones rising up behind Canterlot castle.

They spread out into the night sky, blotting out the stars. The drones were on the outside of Canterlot’s protective barrier for now; flying this way and that in a giant mass of black bodies, searching for a weakness.

Twilight gulped, eyes wide. She shook her head, ears flattened back.

The drones that had converged upon the receiving chamber as Twilight fled flew out of the broken window. The green, multi-faceted eyes watching her intently.

Twilight teleported to the end of the bridge, reappearing behind a rocky outcropping. She peeked her head out around the corner and watched as the changelings fell in waves over the bridge and below, searching for her. Twilight took a deep, steadying breath, then snuck away towards the gates leading to Canterlot proper.

As she made her way to the gates she encountered no more drones. It seemed that capturing—or killing—her was a secondary objective. Without the distraction of the changeling swarm, she was able to think clearly for the first time since Celestia had called her to the war room.

Get to Ponyville, gather my friends and the Elements... But what if Ponyville has been invaded? Twilight furrowed her brow, her body moving the familiar pathways as of its own accord. My friends wouldn’t sit idly by. Applejack and Rainbow Dash would be out in the field, protecting their friends and neighbors. Rarity would probably be helping coordinate an evacuation; fighting would be too vulgar in her mind. Fluttershy would likely be with any refugees, caring for the weak and wounded. Pinkie Pie would be... well, doing whatever it is that Pinkie Pie does...

Twilight cantered across yet another bridge that would take her to the gates, but as she approached she spotted a large group gathered on the far side—hundreds of ponies. The entire population of Canterlot, maybe more, had converged on the entrance of the castle. Many in the crowd carried weapons. Some brandished swords and spears while others carried simple bats, rakes, and shovels. Two unicorns were attempting to break down the gates with their magic as Pegasi threw themselves at the protective barrier above the walls.

The crowd was incensed, shouting and stamping. Strain as she might, it was too loud for Twilight to make out what they were saying.

They must be here to try to help protect their princesses, she thought. She crept closer to the gates, hoping her voice would carry to the citizens beyond, “Ponies! Return to your homes! It isn’t safe for you here, the changelings...”

The ponies began to quiet while she spoke, and a mare’s voice cut through what remained of the din, “And who are you to tell us what to do?!”

Twilight hated pulling rank, she preferred that ponies followed her out of respect. Then, she noticed that the ponies were squinting through the bars, some right through her. She forgot that one of the protective enchantments would cancel out the view of any pony moving around inside the gates.

“Twilight Sparkle, newly coronated princess of Equestria.”

“It’s her!” The mare cried out, eliciting several screams of anger from the crowd. They redoubled their efforts to pull down the gates. That was when Twilight remembered, the protection spells surrounding Canterlot castle only worked on those who meant harm to the ponies whom resided inside.

Twilight took a step back, her heart hammering in her chest. Changelings had made it past the barriers, and some sort of revolt was happening outside. The situation was looking more and more grim by the second. She couldn’t go out the gates and subject the ponies to the horrors inside. To do so would be to lead them to slaughter.

THAT’S why Celestia and Luna aren’t fighting at full force, Twilight thought as she turned to head back up the bridge. They aren’t holding back, the anger and hate of the ponies they rule is dampening their power!

Behind her, a loud, sickening shriek stopped her cold in her tracks. Looking back over her shoulder, Twilight watched as the gate bent and twisted, curling in upon itself. Twilight’s mouth fell open. Somehow, the unicorns were breaking a hole in the protective barrier. If they broke open the gate, not only would they get in, but they would dispel the enchantments and cripple the barrier, allowing the cloud of drones to break through.

She had to act. Twilight began calling her magic. In her mind’s eye she weaved the spell upon itself for strength. She added a secondary thread of magic into the spell — it would act as a barrier, preventing ponies from getting in.

She looked at the spell she had created. It wasn’t pretty, hastily thrown together with a rigid spell signature, but it would be effective. Just as the gate pulled away from the walls, Twilight pushed her spell at the barrier, weaving her own magic to Celestia’s and Luna’s spell. This way the barrier would only suffer the initial shock and wouldn’t weaken further.

Twilight nodded, marginally satisfied. She let out the breath she had been holding and turned, prepared to trot back the way she came. Before her fore hoof hit the ground she froze, mouth gaping.

A dark, writing mass of shadow descended, stopping above the ground mere feet from her. From this darkness extended a hoof, followed by foreleg covered in a coal-black coat. The shadow dissipated, leaving behind the form of one of the most feared unicorns in Equestrian history.

King Sombra.

“Why, Celestia's pretty pet does have some skill,” the snakelike voice sent a chill up Twilight's spine.

Twilight recoiled, eyes wide. He grinned, fangs glinting in the moonlight. He stepped towards her, red eyes traveling up and down her figure. She wrinkled her nose in disgust, then side stepped. They circled each other—Twilight cautiously, Sombra languidly.

"And here I thought you just left all the heavy lifting to your brother and his wife."

Twilight glared at the dictator king, "Why are you here, Sombra?."

In a last, hopeful effort, she sent her senses out towards Sombra. She sagged a little with the knowledge that the stallion across from her was not a changeling.

Sombra's face lost it's mirth, smile replaced with a glare. He advanced on Twilight, a growl growing in his throat.

"We are here to take back what is rightfully ours!"

Twilight nearly tripped over her own hooves at his sudden approach. A thin bolt of electricity arced from Twilight's horn towards her aggressor. He easily knocked it aside with a glow of his shield.

"Oh stop," he said, his muzzle curling into a crooked smile, "It tickles."

Twilight gasped and disappeared. She came out of her teleport several yards away at a full gallop.

Twilight cursed in frustration at not yet being able to call upon her magic as an alicorn. Her own unicorn power, though powerful, wouldn’t be enough for her to stand up to Sombra alone. So far all she had was wings, and she could barely use those properly. She wasn't sure whether her promised earthpony strength had manifested, but a battle with a thousand-year-old shadow unicorn didn't seem like the wisest place to find out.

Twilight risked a look over her shoulder. Sombra had taken to the air, his body transformed into a cloud of smoke as he raced behind. Twilight pushed magic into her muscles, willing herself to go faster. Her body responded, carrying her nearly as fast as Applejack could run at her best.

Her muscles weren't used to this kind of strain, but she'd deal with it later. Right now she had to escape. Twilight had to get to her friends and the Elements. Equestria would burn, or worse, if she did not.

As she reached the bridge that led back to the castle, she heard the unmistakable sounds of battle below. Closer now, and more fervent. She turned and followed a path that lead towards the lower levels of the castle exterior. As she descended, she shifted her gaze away from the path to the undercastle. Sun guards and Moon guards crossed blades with their fellow soldiers.

Twilight came to an abrupt halt as she rounded the next curve. Flecks of blood few into her coat as Moon Guard’s spear struck home through the neck of his adversary. The Sun Guard’s eyes went wide and his knees buckled as he sank to the ground. The Moon Guard twisted the handle of the spear, then pulled it back. The Sun Guard’s body shuddered once and fell limply to the side. After a few moments, its form melted into the body of a changeling drone, green blood spreading out from the corpse. Knowing it hadn’t been one of her own allowed Twilight to feel somewhat better, but the violence still made her stomach tie itself into a knot.

The Moon Guard took notice of his audience. He approached slowly, never taking his eyes off Twilight. She knew he was trying to determine if she was, in fact, a changeling. She stood absolutely still; he may not be a unicorn, but all soldiers in the royal guard were granted the gift of being able sense the aura of the royal princesses, Twilight included. After a brief, agonizing moment he nodded with a curt “your highness,” then took to the air.

She turned back to the path ahead, no longer knowing where she was going. She just knew that she had to get away. The path then opened up into the castle gardens. She looked around quickly, unsure of her next move.

“You’re not Twily!”

Shining Armor... She'd recognize her brother's voice anywhere. Twilight turned, bringing to mind the first shield spell she could think of, prepared to meet a head-on the attack. She only had to hold him off long enough for him to realize who she was. Instead, she saw him cornering an unnervingly convincing version of herself, decked out in that ridiculous court regalia Rarity adored so much.

Shining Armor didn’t see the not-Cadence preparing to attack him from behind.

“Shining!” Twilight cried. She didn’t know any fighting magic, so she just threw the force of the shield she had already prepared at the imposter. It hit the changeling with a wave of kinetic force that slammed the pretender to the ground as Shining removed Twilight’s own doppelganger’s head from its shoulders. Twilight felt a wave of nausea as the two creatures reverted back into their changeling forms.

“Remind me not to get on your bad side,” Shining Armor said as he saw the crumpled remains of the drone she had flattened.

“Shining, I just came back from the southern gate. There was a mob trying to break it down! I managed to patch it but I think the barrier may have weakened. Is it this bad all over Canterlot? Are the defenses hold—'

"Watch out!" Shining yelled as he jumped in front of her. He threw up a shield just in time to block a magic missile.

“Haha, you weak little ponies.” Sombra said as he stepped out of the clearing smoke, "Do you honestly think you can take me on without your princess of love?"

“You again!?” Shining yelled. “Twilight, go get the Elements, I’ll hold him off.”

“Are you sure? He’s—”

Shining’s shield was rocked by another explosion, his shield showing small cracks along its edges “This is me we’re talking about, remember? Now get out of here!”

Twilight’s worried glance was lost on Shining as he turned his full attention to the battle before him. With a glow of her horn she was gone.

With a flash, Twilight reappeared on a bridge on the lowest level of the under castle. Sun Guards and Moon Guards clashed all around her, and casualties from both sides littered the ground.

She took off, sending waves of energy to knock down drones that blocked her path. The gate was no longer an option. Her best bet would be to descend to the lowest level of the castle and make a small cut in the barrier, seal it behind her, and make for Ponyville.

A dead weight slammed into Twilight's back, throwing her to the ground. Claws raked at her sides as the changeling drone grasped wildly to keep its balance. Before she could recover, the drone sunk its teeth into her back, drawing a cry of pain from her lips.

Twilight attempted to teleport out from underneath him by a few feet, but the drone’s proximity allowed it to say tightly tethered to her back. She tried throwing waves of energy at it, but all she managed to do was knock herself over, the creature still clinging to her and drinking in her hope.

Twilight winced, and began to rear, buck, and roll as instinct took over. She tried to remember all the times she had watched Applejack at the rodeo and throw the rider in mere seconds. Nothing seemed to work. She didn't have the earth pony strength, after all.

Twilight felt the last of her hope leached into the changeling drone’s maw. Her knees buckled and she sank to the ground. She stared at the ground blankly. There was nothing left. Why was she even trying? Why?

A loud hum echoed from behind and a small explosion sounded from above. Green goop flecked her back and mane as the drone slid to the ground beside her. Twilight just looked at the drone’s corpse, knowing that she could escape now, but didn’t have the will. Instead, she turned to look at her savior.

There, still decked out in her battle armor, was Princess Celestia. Breathing hard and covered in splashes of red and green blood, she turned to meet a fresh barrage of changeling drones that were barreling towards her. She let out a battle cry filled with so much force that the oncoming wave of drones split and flew in opposite directions, away from the wrathful princess.

The swarm banked to make another pass to flank Celestia and her student.

The sight of the princess, standing so protectively over her, made Twilight’s heart beat with joy. The happiness and relief broke through the lethargy she had been left with at the fangs of the drone. She stood, legs shaking, beside the closest thing to a god pony kind had ever known.

They met the swarm head on, Celestia cutting down drone after drone with her halberd. Twilight sent out feeble waves of energy, barely managing to take out a few. The swarm dissipated yet again, there was a pile of corpses before the two princesses.

This time the swarm did not come back, their buzz fading into the distance. Twilight turned to her mentor and they embraced.

Celestia looked her over, taking in Twilight’s state. Disheveled didn’t even begin to describe how she looked: covered in dirt and changeling blood, with huge gouges on her wings and sides where the drone had clung to her. Even her magic was dangerously close to failing her.

Twilight winced when Celestia leaned forward, horn glowing brightly. She expected the wounds to heal, at least, but instead she felt a sudden surge of adrenaline and willpower. Her wounds still dripped blood into a small puddle beneath her.

“That is all the magic I can spare for now,” Celestia said. “Now come, we must hurry.”

The Princess turned and ran, Twilight following close behind. She led Twilight further into the lower level of the gardens, sticking near the mountain. Celestia lead them to an old, chipped statue of a pony long forgotten to history.

Celestia’s magic flared, and with a momentary rumble the statue slid aside, revealing a passage Twilight never knew about.

“Follow me,” Celestia said, and leapt into the hole.

Twilight swallowed her nervousness and jumped in after, lighting her horn in the dank, musty tunnel. After a moment the statue slid back into place behind them. They continued to run, though at a slightly less manic pace. They were less likely to be intercepted and would need to conserve their energy for the trek to Ponyville.

Twilight used the moment of peace to finally get some answers. “Princess, what is going on?”

The tunnel curved, and Twilight struggled to keep up despite the slower pace. She shot her body with yet another surge of magical adrenaline, but both her physical and magical stores were running low.

“Princess, please!”

Celestia spared Twilight a look over her shoulder. “Our enemies have banded together. It appears neither Chrysalis nor Sombra were killed, merely defeated and temporarily weakened. They found each other through their mutual hated for the ponies that stood in their way. So, Chrysalis fought for control of new territory to establish, swelling the numbers of her ranks ten-fold. Sombra disguised himself and quickly rose through the ranks of my court, underneath our very noses. Together, they gained control of some of the most important ponies in the public eye. Through this mutual subterfuge, they were able to convince the ponies we turned you into an alicorn ourselves, that we gave you that power. They convinced the public that I could give it to all of them, but was hoarding the power for myself and those who gained my favor.”

The tunnel opened up into a large antechamber, and Celestia slowed to a walk. Twilight trotted up next to her, thankful for the respite. “How do you know all this?”

“Because it’s exactly what I would do!”

Celestia turned and Twilight saw that her eyes were no longer kind pools of infinite knowledge, but green with slitted pupils filled with unfathomable cruelty.

Twilight gasped, but before she could call any spells to mind she was hit in the back of the head. She fell unconscious to the floor.

* * *

Twilight regained consciousness slowly. Pain shot through her as she tried to raise her head but found it was being held, suspended at an awkward angle by what looked like a shadow.

“She’s waking up,” Chrysalis hissed.

"Then hurry,” came Sombra’s annoyed response, “I can only suppress her magic for so long.”

Twilight’s grogginess disappeared, and she fought her eyes open through the pain. She tried again to raise her head, but the shadow was too strong.

Something was moving across her field of vision, glowing with the sickly green fire that signified Chrysalis’ magic. Twilight grimaced as the thing moved back and forth across her line of sight, sending a grinding sensation as well as increasingly stronger stabs of pain through her head. Tears flooded down Twilights cheeks.

Twilight felt something sharp and edged grinding into her horn, cutting deeper with each pass.

She screamed in pain. "Augh!! What are you doing? That hurts—it hurts! Please, stop!"

Pain shot into her head and she felt cold steel click down through the first layer of her horn. She froze.

They were cutting off her horn.

“No...” Twilight whimpered, “no, please.”

She struggled against her bonds. Without her horn she couldn’t bleed off the magical energies that would build up inside her, causing a backlog of power. It would be months, maybe years, before her horn grew back, and there was no telling what the accumulation of magic would do to her.

Twilight reached for her magic, trying desperately to cast a spell, any spell. It was no use—the drain of the fight before had drained her, leaving her unable to push past Sombra’s magic block. Not that she would have been able to fight it, anyways. Sombra was over a thousand years old.

Blood mingled with tears as Chrysalis’ reckless strokes with the saw broke skin and ivory.

Twilight’s heart sank. Failure. I’m a failure. I’ve failed everyone.

Twilight cried out as her horn fell to the floor and rolled away. Her head lolled to her chest as Sombra released it from his hold.

Failure... failure... failure...

Oh, don’t be so dramatic said a voice inside her mind. Twilight’s eyes widened, but didn’t have the strength to look around. Besides, she knew where the voice had come from.

Celestia prepared for this possibility, you know That voice was somewhat familiar, but she couldn’t place it, then again... it’s Celestia, she’s prepared for any eventuality.

“Only one more thing to do!” Chrysalis said happily.

Sombra nodded gravely, once again using his magic to grab Twilight’s head and push it back. A strap wrapped around her forehead, tightened, then buckled itself. When Sombra let go, Chrysalis approached.

Chrysalis laughed and whispered softly into Twilight’s ear, “Your fear and your anguish are just exquisite, my dear.”

Chrysalis pushed her face in close, breathing in deeply, taking in the scent of fear. The hive queen licked her lips as she took a step back, her horn began to glow.

"And now you get to watch every juicy, little detail."

Twilight couldn't help but whimper as her eyelids were forced open. Even after the hazy glow of green magic faded, Twilight couldn't close them again. This left Twilight staring at a wall. At the edge of her vision she could see Chrysalis leaning in to drink in more of her emotions.

“Enough, Chrysalis. It is time; they are ready.”

Chrysalis sighed and pulled back. Taking her place next to Sombra she continued to watch Twilight through narrowed eyes.

Twilight pushed against her bonds to no avail. She was held aloft and upright by her arms, legs, and neck - strapped to a board behind her. Her horn was gone, her magic was depleted, and two of the three most powerful enemies she had faced were plotting in front of her very face. Equestria was doomed.

Hush, you little drama queen, I’m trying to listen

Sombra’s curved horn began to glow, followed shortly after by a loud rumbling. Dust billowed off the walls, irritating Twilight’s vulnerable eyes. Chrysalis lit up her own horn, and slowly the wall behind began to lift, revealing a another cave-like room. A thick plate of glass separated the occupants of each.

“No!” Twilight screamed.

Twilight felt herself sag in horror at the sight of Rarity, Applejack, Fluttershy, Rainbow Dash, and Pinkie Pie all strapped to boards in a similar fashion to her on the other side.

They were alive for the moment, but immobilized. Rarity’s horn had also been cut off, and Pinkie Pie’s hair had gone completely flat. Rainbow struggled against her bonds, shouting words Twilight couldn’t hear. Stripped of her trademark hat, Applejack glared through the glass as though she knew that her captors lay behind. Fluttershy was stoic, as though she had been paralyzed.

A sixth board, burdened with its own pony, was carried into the room by four changeling drones. As it was raised to hang next to the others, Twilight let out a muffled sob. So light pink she was almost white, and a limp, rose mane was all that was left of Twilight’s last hope. Princess Celestia, hip emblazoned with a cutie mark of the sun, hung unconscious in the room before her.

Sombra walked forward, “This, dear princess, is a token of gratitude.” Twilight didn’t respond, she was too busy staring at her friends in the far room. “Before you lies all your hope, all your dreams. Before you lies every piece of the puzzle you need to defeat us. But no... you’re powerless to stop us.”

It was then, Twilight realized, that Luna wasn’t in the room or on the other side of the glass. If she had been captured, they would have paraded her in front of Twilight with her sister to grind the lack of hope home. There may be nothing left for her, but maybe there was still hope for ponykind after all.

She had to stall, as long as possible. A fresh breath of hope entered her lungs, “Who’s behind all of this. Who do you answer to?”

Sombra laughed, “Oh, Twilight Sparkle, grasping at straws, are we?”

“Oh, please... even together, neither of you have the ability to pull bring Canterlot to it's knees,” She looked at Chrysalis as best she could with her head strapped to the board behind her, “You might be cunning enough to find your way into some stallion’s bed, but never close enough to Celestia to manufacture something on a scale such as this.”

She turned as best she could toward Sombra, “And you... you used to be a tyrant king, and perhaps even a brilliant war strategist. Your political savvy may have been enough to trick the noble families of Canterlot, but you never would have been able to fool Luna and Celestia. You must think I’m daft, thinking I’d believe either of you are competent enough to pull off a coup of this magnitude.”

Sombra sent a wave of magic at her so forcefully it snapped her head to the side, even within the bonds. A trickle of blood fell from her nose and into her mouth. A small smile managed to form on Twilight's lips. The voice that couldn’t have been her own urged her forward.

She spat the blood that had pooled in her mouth, struggling to turn her head to face her old foes, “Neither of you could possibly hope to make this plan a reality. The answer is obvious... Discord has finally made his move.”

She heard the little voice in her mind sigh in what she could only describe as disappointment.

Sombra and Chrysalis exchanged displeased looks. Chrysalis nodded, and Sombra turned towards Twilight. Shadows spilled out from around him, swallowing up everything except his face as he approached her.

“You are very smart, little princess. But oh so very, very wrong,” he hissed.

He leaned up next to her ear, sending her heart racing, “Someone you haven’t accounted for has found the darkness in themselves.”

A piece of rope appeared around Twilight’s muzzle and pulled tight. Sombra pulled back, the shadows fell away.

A sadistic smile twisted his lips, “Now, where were we?”

He phased through the wall into the room where her friends were being kept. He laughed as her friends glared at, yelled at, or just outright ignored the ruthless dictator.

All except Celestia, who remained unconscious. Sombra walked among them, throwing taunts, spewing lies, or saying whatever it was he was saying on the other side of that wall. He turned to the glass, horn glowing.

“Hmmmm... where should we begin?” He asked, his voice now carrying through the walls.

Dash’s voice carried through as well, “Hey, don’t ignore me! I’m talking to you, you bucking coward!”

Sombra didn’t even look her way as a wave of his magic slapped her across the face.

"Maybe the loudmouth? No... we should break her spirit first,” he walked past her, then turned to face Fluttershy, “Or perhaps the shy one? She’s already damaged.”

He laughed, leaned down and looked straight into Fluttershy’s eyes, “I heard you can use the stare little one. Is that true? Can you bend me to your will?”

He waited for a moment, but she just continued to stare into space. Sombra barked out a laugh. “No! No, I think we will start with somepony a little more... special,” he strolled over to the opposite end of the row and stood in front of the sun goddess. He placed his horn at the curve of her throat, the sharpened tip drawing a few, small drops of blood.

“This is for that thousand years of banishment, you ungrateful bitch!” he yelled.

You shouldn't to have to see this

Suddenly, everything went black. Twilight's heart rose.

"L...Luna?" she whispered. Had she come to save them? Would her friends be okay?

It only took a manner of moments for her hopes to be dashed. It wasn't the dark. Her eyes hadn’t even closed. She realized that what her eyes were seeing wasn’t being sent to her brain. Distantly, she heard the screams of her friends, Sombra’s voice, and the sound of something ripping.

Twilight thought at the little voice in her head, They’re my friends!

And you want to watch Sombra torture them and tear them apart? Trust me, Twilight Sparkle, you cannot watch this. It will break you, and Celestia put me in here to make sure that you wouldn’t be broken

Twilight suddenly recognized the voice, wondering at how she hadn’t before,But what about you?

I, well... I can cause just as much mischief up here in your noggin. But now we have to fight me, too, and not just them.

That doesn’t make any sense!

It will in time. Now, I know you never have before, but for now, you need to trust me.

The sounds of ripping and tearing and clanging never seemed to stop, almost as constant as the screams from her friends. Their cries pulled at Twilight—calling out for her, for Celestia, or for their own mothers. Each of them had their own turn under the sadistic hooves of Sombra.

And so Twilight sat in the dark, listening to the distant cries of her friends. She cringed at the sound of pain in their voices. Twilight couldn’t help but wonder if the situations that wiggled, unbidden, into her imagination were worse that what was being met out upon her friends.

Her companion assured her that they were not.

With no warning the screams and wails died out as one, and Twilight asked the voice if it had taken away her hearng as well.

No, Twilight, it responded, They’ve finished.

Author's Notes:

This is what happens when I have too long to sit in an airport terminal xD

Thanks again to all who helped this story become a reality :)

Chapter 1

Chapter 1

Three young alicorns sat around a campfire, their parents having already retired to their tents. The cool night air rustled the flames of the fire, giving the impression that it was dancing. Two of them watched the third, who gestured his hooves as he spoke.

The somewhat younger, white-coated alicorn watched the storyteller, wide-eyed with wonder. “Isn’t this great, Design? Wildheart’s stories are always so exciting!” She whispered to the young stallion next to her. His eyebrows furrowed and his mouth drew into a thin line. As the storyteller’s voice raised in excitement, he winced and rolled his eyes.

“...And so they say Princess Celestia and Princess Twilight are out there now, working with the rebels until they’re strong enough to take to the field of battle, and reclaim Equestria for themselves!” He emphasized his point by stomping his hooves into the ground, dust flying to cover his already mussed, pink coat.

“That’s a stupid story, Wildheart.” Design said, earning a glare.

“Oh yeah?” Wildheart replied and turned to the mare, “You believe me, don’t you Surprise?”

She giggled. “Oh, it was a very good story, but everypony knows what really happened. Right, Design?”

“How could anypony not?” Design replied as he raised an eyebrow.

Wilheart opened his mouth to protest, but his words caught in his throat. After a few moments he said, “Fine, why don’t you tell the story?” With that he flopped to the ground, crossed his hooves, and stuck out his lower lip.

“You know what? I think I will,” the Design said, sitting up, “In the dark of night, nearly a thousand years ago, Chrysalis and Sombra staged the most ambitious coup in Equestrian history. The false Princess Celestia fought tooth and nail against the drones and soldiers, bringing many an enemy to their knees before numbers finally overwhelmed them. The coward, Twilight Sparkle, ran in fear for her life, rather than stand and fight in the defence of her crown. But she didn’t make it far before she was captured by Queen Chrysalis.

“Sombra and Chrysalis brought the princesses to kneel before our mistress. He ripped away their power. He took their wings, their horns, their strength, and distributed it equally to every Earth Pony, unicorn, and Pegasi that wanted power. And so, the era of the alicorn reign ended. Now and forever, ponies will control their own destinies.

“But some ponies were still loyal to the false princess, still believing the lies that had been propagated during the millennial reign of the sun. The ancestors of those that followed the princesses still fight to this day, planning rebellion in the shadows. They fight in their ignorance, because that is all they know.”

Wildheart glared, “That’s just the propaganda Chrysalis and Sombra spew to justify their leadership.”

“Oh? Do you have proof of the contrary?”

The first opened his mouth to respond, but after a moment his face fell, a few hairs of his yellow mane falling into his eyes.“No, but even you have seen the slave caravans first hand, recapturing escaped crystal ponies. Or how about the drones and soldiers who come for loyalist dissenters?”

“Which is why I speak the way I do!” He whispered, “Ears and eyes could be anywhere, Wildheart, even here, in the middle of the whitetail woods! We all know that Surprise’s father is a loyalist, even if her mother is not. If we’re going to believe, we have to believe quietly, even around those we want to trust.”

The white and yellow pony perked up at the sound of her name, a wide smile spread across her face.

Wildheart’s face fell, “You’re right, Design. I’m sorry.”

Surprise glanced between the two, noticing Wildheart’s frown and Grand Design’s glare. She bit her lip.It was probably time to change the subject.

“Well... do you ponies want to know what I know?” The two young stallions looked her way, eyebrows raised.

“Monday is Mystery Meat day at schooooool!” Surprise declared with a big, cheesy smile, and her forehooves held high above her head.

Wildheart and Design exchanged a grimace, sticking their tongues out in a mock gag. Surprise stood still, eyes going back and forth between her two friends then deflated, lowering her hooves and giving them a sheepish smile. “Yeah, I hate it too..."

* * *

A steaming mound of grey mush that was mystery meat sat, untouched, on Grand Design’s plate. He levitated his spoon towards it, poking the pile that dared to impersonate lunch.

Poke

“They do realize ponies are vegetarian… right?” he asked, barely suppressing a grimace.

Poke

Wildheart brought his face down to the level of the putrid mass on his own tray, wrinkling his muzzle. “That’s the mystery, isn’t it?”

Poke

Wildheart sat back up, brushing back his unnaturally long, canary yellow mane. “What I don’t understand is how Surprise can stomach something so vile.” He gestured with his hoof, pointing at the mare eating with the other freshmen in her class. Her own mound of mystery meat was more than half gone.

Usually, students only eat mystery meat once. If its thick, slimy consistency didn’t put them off, the flavour that imitated mold certainly did.

Poke

Design grimaced as a fleck of errant mystery meat flew and stuck onto his grey coat. As he levitated his napkin over to wipe it up, he muttered, “She’ll eat anything that doesn’t get away quickly enough.”

Wildheart frowned. Design paused from poking his lunch and looked away from his friend. Surprise apparently still didn’t feel comfortable enough with Wildheart to tell him why she was so willing to eat the drivel the school cafeteria served. He shook his head. It wasn’t his place to talk about her secrets. The mere thought of it left a vile taste in his mouth. He wished he could do more to help their adopted freshman.

As he finished wiping away the muck, a bell began to toll outside. Wildheart straightened, gritting his teeth. “BUCK! I didn’t do my…”

Design levitated a roll of parchment out of his bag, “...Math homework? That you were supposed to come over and work on with me last night?”

Wildhearts cheeks reddened under his fur. “I’m sorry, my father…”

“Needed help at the shop. Yes, I know.” Design levitated the parchment and dropped into Wildheart’s hooves, “Don’t worry, it’s in your hoofwriting.”

Wildhearts eyes widened, glistening. “Thank—”

“Don’t thank me, I made sure you got a few wrong. Just to make sure dear ol’ Professor Pemdas doesn’t catch on,” Design said with a crooked smile, “You owe me now. Big time.”

And with that the young stallion adjusted his school uniform with a flourish and set off towards the doors. Wildheart just grinned and followed, nickering to himself.

* * *

Grand Design pawed at the ground and refused to look anywhere but his hooves as a brand new car pulled up to the front of the school. Passing students watched in awe since such technologies were still very rare. As it pulled to a stop, the engine rumbled, then went dead.

Great, now it’ll take even longer, he thought as the driver jumped out of the front seat, grumbling, and went to spin the crank that sat between the headlights.

Alicorns had little need for machines such as cars—they could fly, and those that had passed their magic exams could teleport short distances. Trains and subways were only utilized for longer distances and there were a few ponies that didn’t do so well with the flight and magic, but even then, most shied away from technology due to the expense. The new machines of convenience were a show of money and power. Both of which his father was very fond of and had in much excess.

Then again, with a name like Power Play, how could it have been any different?

As Design approached the car, the driver nodded at him with a tip of his cap then returned his attention to the unruly engine. He didn’t have to look to feel the eyes of the other students on him. Keeping his head bowed, Design jumped into the back seat. He sat across from his father, looking anywhere but in the snow-white stallion’s piercing blue eyes.

“Well, boy?” his father intoned, “How was it?”

“As good as can be expected,” Design mumbled, at which his father raised an eyebrow.

“You do realize that everything I’ve been preparing you for—

A tapping sound drew their attention to the sidewalk next to the car. The school nurse stood, looking in at them expectantly and tapping her hoof lightly on the window.

Power Play rolled down the window, “Yes, miss...?”

“Nurse Joy, sir,” she said, obnoxiously chipper and entirely oblivious to the stallion’s withering glare, “I wanted to give you these!”

A manilla folder floated into the car, surrounded by the nurse’s yellow aura. It was quickly overtaken by a brown glow as his father took it from her. As he levitated it closer to himself, he opened it and began flipping through the pages, “And these are?”

“Oh, silly me,” she said with a chuckle, “those are little Debutante’s school medical records! Grand Design here let me know that you were going to inquire after them in a few days to share with her doctor, so I thought I would spare you the trouble and bring them over today.”

The stallion’s eyebrows raised up to the point they were almost completely hidden behind his brown mane. As he looked over the folder at Design, he said, “I see. Thank you for the foresight, Miss Joy.”

“Of course! Have a good day now.” With a wide grin she made off towards the nurses office.

As his father’s eyes moved across the various pages, Design couldn’t help himself, “You were saying, father?”

Those ice blue eyes once again contemplated him, but this time with a hint of mischief. “Nothing. It would appear you are my son after all.”

Design could no longer hold back the impish grin that spread across his muzzle. The engine resumed and the driver crawled into the front seat, and they rumbled out of the parking lot.

As his father looked through page after page of the numerous notes inside the folder, Design looked through the window at the passing landscape. Tall buildings and sidewalks full of pedestrians blocked the view of the fields and mountains beyond.

He sighed. City life was never boring, but sometimes he wondered what it would be like to live out in the country, away from all the noise and pollution. As the driver turned into Historic Oldtown Pegisopolis, Design couldn’t help but admire the smaller buildings. They had more personality, more flair, and didn’t look as though a robot had imagined them.

Oldtown was still a suburb of brick and mortar—some homes even had yards! The community felt more spontaneous in its design, more creative in its execution. Ponies were allowed to have small statues in their yards, or different kinds of fencing. There were no homeowners associations to force the ponies to keep their grass trimmed to exactly so many inches or their homes painted a certain color.

Their next turn took them out of Oldtown and into downtown Pegisopolis. Grand skyscrapers littered the landscape, complete with landing balconies at every floor. Steel and glass had replaced the white stone of empires past. It was compelling at first, but over the years Design found himself wishing to be closer to nature. The few parks and occasional tree-lined street only gave the slightest hint of their connection to nature. Cities such as Pegisopolis were hubs of culture and commerce, and yet Design felt more connected to Equestria when his family stayed at their summer home near Ponyville.

The drive from the school to the condominium was not far and it wasn’t long before his father was unlocking the door to their three story apartment. His mother was cooking dinner and his younger sister was working on homework at the table.

“Debutante?” his father said, watching his daughter closely.

The girl had only rarely earned her father’s ire, but she nonetheless cringed at the coolness in his voice, “Yes, father?”

Design clopped past the two towards the kitchen as the filly slinked out of her chair and towards her bedroom. He loosened the tie on his uniform as he sidled up next to his mother, barely able suppress his snicker.

“At it again, are we Design?” she asked with a sigh as she stirred the pot on the stove.

“I don’t know what you mean, mother,” he replied. He wrapped his hooves around her shoulders, being careful of her swollen belly. She hugged him back and mussed up his mane.

“Gah!” He backed off immediately, holding up his hooves protectively, “Why do you always do that?” He levitated a comb out of his pocket and attempted to fix the tangled knot that now sat upon his head.

“So, how was school?” she asked, pushing a pink strand back behind her ear.

“That’s not faaaaaaaaaair!” The wailing sob of a distraught younger sister echoed out from the back hall. The sound of his sister’s distress made him giddy.

“It’s no WONDER your grades have been slipping!” Power Play’s voice followed, “if I hear about you skipping class again, you will have MUCH worse to look forward to!”

“Oh… I think you know how it went,” Design said, standing as tall and proud as he could.

His mother’s dark blue eyes returned to him as she cleared her throat, “Anyways… the foal was kicking for your father and Debutante today. Would you like to see if it will for you?”

“Sure!”

His mother sidled away from the stove and closer towards him. He raised a hoof and placed it on her side. After a few moments, he felt something thump against his hoof. Design gasped, his smile nearly splitting his face in two. “Is it a young stallion or a filly?”

“We decided not to know,” his father’s voice said from behind them, ”We know we will love it either way, so we told the doctor we wanted to be surprised.”

Debutante followed her father, wiping her nose with a hoof. “Whatever it is,” she whimpered, “I hope it’s nicer to me than my brother.”

* * *

Grand Design stared at the chessboard. For the first time since he started playing, he felt he may actually earn a draw with his mother.

She had played like an amature, allowing him control of the ground board and air supremacy on the board above. He suspected a trick at first, an attempt to lull him into a false sense of security. As he cleared the board of most of her Earth Pony pieces he began to wonder if she was losing on purpose. Once he had gained one of her unicorns and both of her guards, he knew she was.

She had even lost her captain in the first ten moves. The only thing his mother had done right was guard her princess in the first three. It sat in the corner with her only remaining tower a few squares away.

Her horn glowed as she made her move; pulling the unicorn diagonally across the board to support her tower. This left her with a cornered Pegasi on the sky board and an Earth Pony island only a few squares away from being promoted, but kept from moving by the defense of his own tower.

She’s drawing in her forces, preparing to hold her ground and cause the draw, he thought. She was retreating—time to go in for the kill.

He moved one of his Pegasi within range his mother’s. She could take that piece, but that would leave it vulnerable to one of his other Pegasi.

Now she’ll have to... his eyes widened as he realized where her piece was sitting.

Her only other option would be to move her Pegasi to the ground board. This would still leave it vulnerable, but he hadn’t watched exactly where she had been on the board above. He had simply assumed she had been retreating to save her last piece in the air.

Instead, as she moved her piece to the board below, and his princess was placed in check.

He scrambled quickly, moving his princess out of check behind a guard—this would only be a temporary fix. While Pegasi could only move three squares in any direction, they were the only other piece besides guards that could ‘hop’ other pieces. She would move the Pegasi, putting his princess in check again, which she did.

He only had one viable option. He moved his tower out of its guard to take out the Pegasi.

His mother used this to her advantage. He couldn’t move his tower back in time to stop her from promoting an Earth Pony. Which she, of course, promoted to a captain.

Grand Design gritted his teeth.

He moved his tower to intercept, but she moved the captain out of the way and in line to take out the piece guarding his princess. He once again adjusted his tower, prepared to lose his unicorn to save the princess.

Instead of taking out the unicorn, however, she moved her own unicorn between the tower and the captain. He was forced to take it out while she moved the captain behind the unicorn.

Design chewed his lip, having to make a decision. He could move his princess and be chased until he was lucky enough to put her into a compromising situation or lose. Or…

He moved his tower directly in front of the princess. His mother may now take out the tower, but he would have the princess take out the captain.

Except his mother didn’t move the captain to take the tower. Instead, she moved another Earth Pony to be promoted. Again, she made it a captain. A captain that put his princess in check diagonally. So his only option was, again, either to run, or move a piece to guard.

Either way, he knew what his mother was doing. After he made his move, she would promote the third and final Earth Pony. After that he could take out the other captain, but that would put his tower at her mercy of her last remaining tower. He could begin moving down his Pegasi from above, but they would simply become fodder for the captains, only delaying the inevitable. There was no move that would get him even a draw.

He held out a hoof, and knocked over his princess.

His mother raised an eyebrow, “You surrender?”

Grand Design nodded.

His mother shook her head with a sigh, “Do you know what I was trying to show you with this game?”

He looked at the board, wrinkling his muzzle, “That you can play a bad hoof very well.”

She nodded, “Exactly! That even without some of the most important pieces, you can still gain a win. It is difficult; it needs to be planned and executed with the greatest of efficiency, but it’s possible if you work to each piece’s strengths and have them work together.”

Design grunted.

She pursed her lips for a moment, then gestured to the board, “You still could have won, you know.”

His eyes were drawn to the board, eyes going over every piece.

“I don’t see it.”

She sighed. He might be an expert strategist and tactician, but his mother lived for pony chess. She knew all the rules, all the intricacies, every hint about the game that would give her the edge.

She pointed her hoof toward a pegasus, opening her mouth to begin a rare explanation that she would never give. A loud, explosion could be heard from somewhere outside.

“What…?” his mother said, her ears perking. She began to stand as something, many somethings, began to hit the wall behind her. There was the smell of something burning.

“Design!” She turned, throwing herself over him as a shield as the wall behind her exploded open in a wall of flame, wooden shards flying towards them. He watched in horror as the ends of the shards appeared through a hole in her shoulder, her leg. Her eyes went wide, then her body went slack as a third appeared through her forehead.

Her crimson blood splattered across his grey coat.

He gasped, a scream caught in his throat. His eyes were wide, searching, hoping to find something to indicate to him that this was a dream. His legs shook, and he felt nausea welling up in his belly as his eyes were drawn back to his mothers fallen body. He was reaching out to her when the fire began to spread to the books that lined the walls. He dove to the ground in time to avoid the second blast that rocked their home, splinters flying harmlessly above him.

With a last look at his mother’s limp body, he crawled through the door into the hall. As he stood and shook himself he heard the bookshelves, and possibly even the part of the wall, give way.

Design quickly wiped a few stray tears from his cheeks and choked back his sobs. Grief would have to wait.

He debated with himself over getting out of the apartment or first running to grab his sister’s pet kitten. She adored that damnable cat, and would never let him live it down if he let it die in the fire.

Why am I thinking about saving a kitten, of all things? I need to get out of…

“Leave her... she’s dead,” a voice said from the room he just vacated, “I’ll see what I can do with her. The rest of you, find the boy.”

That’s when he heard it, a buzzing louder than a teen stallion’s radio. Changelings!

What were changelings doing here? There was absolutely no reason for them to come here, unless…

“He’s got to be in here somewhere… he must be going for the exit. Go, now!”

Kitten it was, then.

Design rolled into a door across the hall from his mother’s study, a servant chamber. He jumped into a basket and quickly pulled a blanket over him. He did his best to look like a nondescript pile of laundry.

He hadn’t needed to, the changeling drones flew out of the room and down the hall, without even a glance into the room. It was as if they knew the way to the exit.

They probably did.

His horn glowed as he used his magic to sense the drones. As far as he could tell, they had all made for the front door. He threw off the blanket and hurried towards his sister’s room a few doors down, closing the door gently behind him.

“Bluebell!” he whispered urgently, “Bluebelle! It’s me!”

He heard a hiss from beneath his sister’s bed. He knelt and saw the white ball of fluff pushed up against the wall, fur standing on end. He and the feline had never gotten along, but his sister absolutely adored it.

“Sorry about this,” he whispered. He grabbed his sister’s backpack and used his unicorn magic to shove the angry knot of fuzz inside, zipping it up after.

Design heard movement outside the door, ”He wasss not between here and the entrance. Cccould he be sssomewhere else in the here?”

Bluebell fought to get out of the bag, letting loose a horrid yowl. Design’s eyes widened in horror.

”What wasss that?”

He grabbed the backpack’s straps in his teeth and used his magic to throw open the window. He jumped through to the fire escape, grateful that the drones had not congregated in the back alley. Yet he couldn’t help but wonder if it was a trap. The alley was a dead end. His only option would be to run out towards the front, where more drones would certainly be waiting.

He looked over the edge of the fire escape, gulping as he flapped his wings. After a moment of thought shook his head. He still remembered the week-long recovery he he had after the previous time he tried to fly. Instead, he turned and climbed the fire escape as the drones broke through his sister’s door, not even bothering to open it.

”He’sss getting away!”

Design clambered to the roof, only one story up. For the first time in his short life, he was glad to be close to the top of the condo. He looked for a means of escape, but there was no time!. He had two options: one was risky, but the other was most certainly suicide.

No one that ever went with the drones ever came back.

He turned, flaring his wings, and ran. Design jumped over the edge of the building, resisting the urge to flap wildly. He was falling, not flying. Surprise and Wildheart had always been better at flying than he. Design much preferred his hooves planted firmly on the ground.

His horn began to glow as he called on his magic, trying to remember the spell that would temporarily make the ground soft. Before he could even release the spell, his wings caught a gust of wind that turned him out and up. He gave his wings a quick flap to re-stabilize himself.

Mission accomplished!

He risked a glance over his shoulder, but the drones were far behind—they were only now congregating on the roof behind him. As they caught sight of him, they took off, but were now far behind thanks to the wind. Luck was with him, for now.

Design beat his wings to gain altitude and speed. Alright, I can do this. Just like Surprise said, look where you want to go, not where you’re about to be... Design went over the various tips Surprise had given him for flying, suddenly glad he had to study so hard to pass his flight test.

The drones had begun to gain on him as he reached downtown Pegisopolis. He used his newfound altitude to descend. Design weaved between the impossibly tall buildings. Left, then right, changing his attitude to distribute his emotional scent and throw any drones that were still in pursuit.

What he really needed was an escape. He turned again, his jaw beginning to ache from the tight hold he had on the straps in his mouth. The bag swung back and forth as the angry kitten threw a fit inside.

Design saw the entrance to the underground railway, up ahead and on the left. He risked a quick glance over his shoulder to see that the drones were almost on him.

Perfect.

Now that he knew where he wanted to go, he banked left, away from the subway entrance. The game had become his to play—he was in his element.

Strategy.

Buildings rushed past faster and faster with every flap of his wings. More confident in his flight, he dared get so close to the buildings that he could reach out and touch them. Once the drones were close enough that he could hear the buzzing over the sound of the wind, he pushed hard off of the building.

Having their prey fly at them was the last thing they were prepared for. The drones buzzed around in confusion, at the last minute coming together—the collective having calmed the few. That didn’t matter.

He angled down, speeding past at least a yard below his would-be captors. “Come and get me, you mindless insects!”

He flew back towards the subway entrance, but the drones were on his tail... and now they were mad. His wings beat faster, trying to gain every ounce of speed he could get, regardless of the building that was growing dangerously closer. Hooks and chains from the dormant construction equipment swung from side to side in the breeze.

Design did his best to angle his flight towards the few installed panes of glass. Almost there... Almost there! One of the drones reached out to grab the tip of his tail in it’s maw. Design barely noticed, as he watched his reflection grow to nearly his own size in the glass ahead of him. NOW!

He banked right at the last second, spinning to help disperse the force of the turn. Three of the changeling drones ran into the building he had barely managed to avoid, one getting tangled in the hanging chains. He then used his downward momentum to swing himself up, over the last building, and straight down into the subway tunnel.

He realized the one flaw in his plan. He hadn’t given himself time to slow down.

He did his best to fly above the crowd of colorful alicorns within, but the low ceiling allowed for little room. He managed to slow down quite a bit, but as he passed by the “no flying” sign on the wall, he couldn’t reduce his speed enough to keep from hitting the wall at the back of the platform.

SNAP!

His body was only able to resist gravity for a moment, then slid down with a long, drawn out squeek.

Once his butt reached the floor he groaned, raising his right foreleg. The ankle pulsed with pain. He had thrown his hoof forward to take the force, and it had broken with the impact. His Earth Pony magic was making quick work of the injury. Even so, the ankle would cost him precious minutes in his getaway.

“Just what do you think you’re doing, young man?!” A brown stallion in an important-looking suit that designated him as the conductor growled at him. As Design stood and the stallion was able to get a better look, his eyes widened “By the Mistress! Child, are you alright?!”

Looked down, realizing he was still covered in his mothers’ blood.

“Oh, I uh… it’s paint! I was helping my dad paint… my little sister’s room! When the bucket got dumped on me, and then…” The bag he had dropped began to shift. Bluebelle began to yowl as she struggled to find an escape. Design’s mind clicked.

“I’m in a hurry.” He held up the backpack, hissing kitten still struggling inside, “I need to get my sister’s kitten to the vet! There’s something wrong with it!”

The stallion looked at the bag, then met Designs flustered face with a flat look, “It couldn’t be that it’s been shoved inside a tiny bag, now would it?”

Design opened his mouth to speak, when a commotion at the entrance drew his attention. Three of the changelings were descending the stairway into the subway, grabbing ponies then throwing them aside. Their mirrored eyes searched the crowd.

The sudden noise drew the conductor’s gaze. He gave the young stallion one more once-over with his eyes, and decided that Design was in no imminent danger. The conductor adjusted his red tie with his magic, then left Design with a quick, “Stay here!”

As he trotted away, Design tested his hoof—it was fully healed. Finally!

He took off—not towards the train, but instead to a maintenance door. He did his best to keep his emotions under control. If he felt fear and panic, they would find him in an instant. If he was impatient, bored, amused, or any sort of emotion that blended into the crowd around him he could slip away.

What was that joke Surprise had told him the other day? Kirin used to have these really wide eyes, eyes as wide as an owl’s...

Oh yeah, he had forgotten how bad that joke was. Surprise had an utterly macabre sense of humor. He snickered in spite of himself, We’re all going to wind up in Tartarus someday.

He reached the maintenance door as the stallion reached the changelings. He snuck through and peeked, seeing the conductor pointing to where Design had just been. He closed the bright red door behind him as quietly as possible. As he lit up his horn he began running down the hall and took the first right. A small hole with a ladder at ted straight down into the sewer.

Design had learned about the passageway into the sewers during a field trip to the water treatment plant some months back. The teacher had claimed the trip was a way for the students to explore the city, to learn about how it worked.

Design suspected it was to start setting up some of the students to work in the various facilities.

He looked towards the maintenance door, the only exit. Back into the subway station, where the changelings would be waiting for him. The only way to go was forward.

“Who would have thought that a school assignment on the city sewers would have been so… useful?” he mumbled and gulped as he climbed the ladder into the smelly pit of waste and refuse.

Design wrinkled his muzzle at the smell that assaulted his nose. “Augh! This place is rank!” he said to nopony in particular. Even the cat in the bag had stopped fussing and let out a short meow, as if in agreement. She then stopped fighting altogether.

He slipped the straps around his neck.“I think you’ll be much more comfortable that way,” Design mumbled. He worked his jaw, which was sore from clenching the straps between his teeth, “Now to get out of here.”

He set off at a trot down one of the sewer ledges, trying to keep his balance as the trains rumbled by. He had never been down in the sewers, but he knew that they followed the same layout as the streets above. Thankfully, he knew the city well, and down here he wouldn’t have to dodge the notice of the changelings that would be out there looking for him.

He had memorized the city scheme for the very reason he just encountered. Preparation for any eventuality was key. His father had taught him that. Except… his father had never had any plans in place for something like this. His mother was dead, and he had no way of knowing what had become of his father or Debutante.

Design grit his teeth and pushed those thoughts out of his mind. He would have time to worry about that once he found a proper place to hide out.

He reached the edge of the city without incident, where the sewer opened up into a waste-treatment system. In order to sneak into the facility, however, he would have to to jump down into the canal of horrid sludge.

Gingerly, Design reached a hoof into the churning mass of waste, then drew it back. It was warm. He couldn’t suppress the shudder that ran through him, and tried to ignore the bile that rose in his throat. After much debate, he slid down the side into the muck and did his best not to splash too much.

He tried not to think about what the warm liquids consisted of as sticky solids bumped into his knees. He felt his stomach twist as something squished beneath his hoof, and wondered if he would be adding to the vileness below him. The contents of his last meal would be indiscernible in this stuff.

He had to crouch down even lower to fit through a narrow pipe, and felt some of the goop stick to his belly.

Sunshine and meadows and butterflies. The cute little mare that sits in front of you in class. How about that flank? His attempts at distracting himself didn’t seem to be working.

The cat was a dead weight in the pack around his neck, and he wondered if Bluebelle had passed out. He did his best not to let the pack dip into the muck, but something below caught his foreleg, throwing him forward. The backpack fell nearly halfway into the refuse.

Reoooowr whimpered the kitten in horror. The feline tried to climb the interior of the backpack, away from the offending cloth. Claws protruded out of the bag—straight into Design’s neck.

This pipe is way too long.

How about that hoofball card that pipsqueak in history was trying to sell? Who was it… Oh, yeah! A limited edition Beckhoof. Ugh... but he’s totally overpricing it. Well, I wonder when the next Maretoria’s Secret catalogue will be released... He thought on, trying to keep his mind on anything else, with little success.

He reached the edge of the tunnel, where a waterfall of pony waste arched into a vat below with thick, bubbling splashes. Design looked out into the facility and saw nopony nearby, not even a dull janitor or harried technician. He looked up and saw a ledge that would be out of sight, a safe place to hide for a while. Design thought of thanking Mare Luck, but decided to thank his own intuition instead.

He jumped out of the debris, flapping his wings, his crash course in acrobatic flying allowing him more confidence in his wings. Some of the residue fell from his underside, but most stayed firmly stuck to his coat. As he reached the ledge, he dropped the bag. Bluebelle managed to scramble out and away, curling herself up in a corner.

“Yeah, I think that’s ruined,” Design said, then kicked the backpack over the ledge and into the pit of grime below.

Finally, a moment to relax. He filled his lungs gratefully, then regretted it instantly. He shook his head to clear his nostrils as he made a mental note to only take shallow breaths. After recovering from the horrid stench, Design decided it was finally time to look himself over. His cheeks puffed up in an attempt to hold back his vomit as his face turned green.

It’s. All. Over. Me.

Design’s heart began to race in something akin to panic. Wildheart and Surprise had always teased him for being so painstakingly dedicated to his appearance. Oh how they would be laughing if they could see him now… howling with laughter and pointing.

His hooves were rooted to the spot as he looked around frantically. Not ten feet away, in what looked like a makeshift maintenance closet, was a bucket hanging on a spigot. Design couldn’t bring himself to move, but using his magic he turned the valve. Pure, clean water poured into the bucket. He let out a choked sob of laughter, filling the bucket nearly to the brim. He levitated the bucket to where he stood, overturning it on himself.

Only slightly less dirty, Design was released from the paralyzing disgust that had locked him in place. ran over to the maintenance closet and found what he was looking for: soap. There was a pile of it. At first, Design wondered why there would be random bars of soap in a maintenance closet. Then he thought of his own predicament and decided it made perfect sense.

Design grabbed a bar and lathered it exuberantly. As he bathed he refilled the bucket multiple times to wash away the copious amounts of grime from his coat. Once the last speck of sewer junk was gone from his coat, he lifted a hoof and sniffed it.

“Ahhhhh.... the fresh scent of clean,” he said, with almost orgasmic relief.

A thought struck him, and he turned.

* * *

Bluebelle sat hunched in the corner, wishing for her soft bed in the filly’s room. Where was the little filly that took such great care of her? Why was this ruffian of a stallion dragging her to who-knows-where for who-knows why? Why did he get her so... dirty?

Her head flew up to investigate a sudden clang that echoed out from in front of her. The young stallion held another bucket of water and a fresh bar of soap aloft with his magic. But instead of washing himself, he was smiling at her with a maniacal gleam in his eye.

* * *

Once Bluebelle was as clean as he was, Design slumped in the corner. Now that he was out of immediate danger and adrenaline no longer coursed through his veins, the events of the day came rushing back to him.

The drones were after him. He wondered if they had discovered where his true loyalties lay. He had been so careful, taken every precaution… How could they find out? He could only hope the rest of his family was safe.

His family…

The sight of his mother, wooden stakes pushed through her body at various angles and laying in a pool of her own blood, flashed before his eyes. His heart skipped a beat. His breathing roughened as fresh tears began to flow down his cheeks. He whimpered as he curled up in a ball in the corner.

Sobs wracked through him as he was haunted with visions of his dead mother, made more horrible by his imagination. “Nnng… n.. no… I couldn’t even… she was right there in front of me… but I couldn’t… ggng…”

Bluebelle approached him slowly, flicking her tail this way and that. After a few moments of watching him, she reached out and pushed his foreleg with her nose.

“Ugh… huh?” He lifted his head to look at the still soaked kitten. She shivered, looking up at him with mournful eyes.

“Mrow?”

Design reached out and pulled the creature close. He buried his face in her warm, albeit wet, fur. She didn’t fight or protest as she usually did. The two sat as companions in grief, pining for the life they once had.

Chapter 2

Wildheart poked his head out his bedroom door, looking down the hallway until it faded into darkness. He squinted, taking a step further out of the room. As his eyes adjusted to the darkness all he saw was emptiness. He looked right—but there was nothing but the dark creeping into the nooks and crannies of the slumbering home. No sounds of wakeful ponies reached his ears from elsewhere in the small house. Nopony was out and about; now was his chance. Wildheart smiled as he snuck back into his room, closing the door softly, the nearly inaudible click of the latch sliding into place somehow satisfying him.

As he tiptoed over to his window, his eyes once again fell upon the newspaper lying on the edge of his bed. He frowned as his eyes slid across the headline.

Disturbed Dissenter Youth Slays Mother, Evades Authorities

The article described, in gruesome detail, how Grand Design had purportedly killed his own mother to prove his loyalty to one of the rebel factions. They described him as antisocial and narcissistic, even quoting their classmates to give credence to the government’s claims. Wildheart’s jaw clenched as his eyes drifted across the names of peers he had known for years spewing lies and nonsense about his friend.

The article went on to describe how he eventually began to attend dissenter meetings as a means to inflate his ego due to the attentions he received, and over time he got in deeper and deeper until he was inducted into one of the local rebel factions.

What a load of bull shit. Wildheart grabbed the paper and threw it in the waste bin with a snort, resisting the urge to slam a hoof against the floor. Anyone who knew Design would know immediately that the article was pure propaganda. While Design may have had dissenter and rebel sympathies, he’d never have been stupid enough to attend their meetings. No, only he and Surprise knew where his true loyalties lie.

Wildheart felt his heart rate rising and he closed his eyes, exhaling slowly through his nose. Now was not the time for anger. The system's corruption had been this way for a long time, and getting upset wouldn't fix anything. He had to stay focused. Grand Design needed his help. Now was the time to get his friend to safety. The thought of reuniting with Design tugged corners of his mouth into a smirk. He walked towards the window, his eyes drinking in the sight of the full, glowing moon through the glass. His smile broadened into a grin as he reached up to open the window.

It wouldn’t budge.

He looked at the bottom of the window frame, eyebrow quirking. “Huh?!”

Several nails held the window firmly attached to the windowsill. His father must have decided that a simple telling off or grounding was no longer enough of a dissuasion from his midnight flights.

“Damn,” he whispered.

He glared at the window momentarily. He could just rip the nails out of the wood with his magic, but the noise would alert his whole family to his escape. He bit his lip, brow furrowed, then turned to open his door again. There was only one other, less stealthy exit out of the small, two-bedroom home.

Wildheart looked back over his bed, grimacing. The lump formed by pillows wouldn’t fool anyone for long, but it wasn’t as though anyone would check on him for several hours. He stepped out of his room, doing his best to be silent and closing the door behind him. As he made his way down the hall, his hooves barely touched the ground. There was no telltale click of hooves on wood.

He spared a momentary glance toward his parent’s bedroom as he made his way to the front door. No light shown from beneath the door. No whispers or indications of movement reached his ears.

Well, now or never.

Silence was key—his mother was a notoriously light sleeper, and as he looked at the door knob he bit his lip. With a sigh his horn began to glow, of all colors, pink. He had long cursed the color, having been teased endlessly for it. At his age there wasn’t anything he could do about aura shade, so instead he hardly used his magic. Due to this, he had next to no skill; basic levitation and illumination spells was about all he could manage, with one exception.

The knob began to shimmer as the pink magic encompassed it. When Wildheart unlatched the lock there was no sound, there was not even a squeak as he twisted the knob. A small smile played at his mouth, Wildheart couldn’t help but think of the silence as his accomplice.

The piercing squeal of the door hinge, however, was not.

Ah, Tartarus! Wildheart’s body went rigid as his head swiveled to watch his parent’s door. His ears twitched as a loud snore made itself heard, but no lights. No whispers. No hoof stomps. His parents remained quiet.

His shoulders slumped as he released a breath of air. Wildheart covered the hinges this time, closing the door without a sound. As he re-engaged the lock, Wildheart did his best to keep quiet, practically jumping into the grass in order to muffle his hoof falls.

Once Wildheart was far enough away he took off at a trot, his wings spread soundlessly in the night air, and with a few beats of his wings he was high in the night sky. He sighed as the currents of wind flowed around him and brushed back his mane. As he rose higher he looked down upon the peaceful fields of grass on the outskirts of the city.

How could Design hate this so much?

He watched as the grass give way to cement and tarmac. In the city the currents of air could be made more unpredictable due to the high skyscrapers, so he kept to a lazy glide, keeping vigilant for a sudden gust.

His destination wasn’t far. He’d never been there, but Design had made him memorize the route on maps until he could recite the street names by heart.

He might be just this side of OCD, Wildheart thought, but he sure tries to be ready for everything.

Up ahead he saw the sign designating Featherfilly Ave and landed. His eyebrows furrowed as he looked upon the broken brick walls that separated the deteriorating outer community from the grand city outside. Wildheart shifted from one hoof to another as he took in the graffiti, the trash, and the musty pony in ragged clothing asleep on a bench not a few feet from the entrance.

He shook himself, clearing his throat. He held motionliess for a moment, trying to judge the neighborhood. There seemed to be nothing amiss, despite the overall squalor and unsavoriness that seemed to permeate the area.

As his hoof stepped crossed into the burb he felt as though hundreds of eyes had turned upon him. His ears flattened back against his head, looking every which way to find the observers, but found none. Even the homeless pony on the bench had his head turned away, a dull-coated foreleg draped over the edge reaching for a bag-covered bottle that lay on the ground.

Wildheart picked up the pace, eyes searching crevices for unfriendly faces. He made a quick turn to the right, then to the left again. He had almost reached a full canter by the time he reached the porch of a ramshackle, a red-brick building that looked as though it should be condemned. The wooden roof of the porch had holes and black plastic sheets covered three of the four windows.

The only contrast this house had to the rest of the neighborhood were the bright, colorful chalk drawings that graced the walkway that lead to the porch. Wildheart did his best to avoid trodding on them as he made his way to the door.

Earlier he had been worried about disturbing the family, but his trepidation no longer stemmed from intruding at such a late hour. Inside he heard what sounded like two ponies yelling over a foal screaming. As he stepped up onto the porch he heard glass shatter somewhere within the house… if it could even be called a house.

Wildheart licked his lips nervously, double checking to see that this was, indeed, the place he was looking for. His heart sank as he read the house number, and confirmed that it matched the number Design had forced him to memorize. He raised his shaking hoof to knock, now more reluctant to find out what was happening inside than to stand out on the porch.

Remembering his promise to Design, he slammed his hoof against the door. Once, twice, three times.

There was no answer at first, so he tried again, a little louder. He was just about to knock a third time when the door opened, and a small gray filly stuck her head out. Her ears were pressed back, keeping her face turned towards the ground.

A stallion’s voice could be heard from within. “Listen, mare, I did this to protect our family! I put this roof over our head!”

“You do no such thing! You sit on that chair and drink booze all day…” a mare’s voice retorted.

Wildheart had to choke out his words. “Um… is Surprise here?”

The door shut with an abrupt slam, Wildheart barely managed to pull his muzzle back in time.

“Well then,” he muttered to no one in particular, “I guess not.”

He turned to make his way off the porch, trying to decide whether to go look for Design alone or simply return home and bide his time.

As his hoof connected with the concrete pathway, the door behind him opened again. The raised voices of the fighting couple becoming distinguishable for a few moments…

“It was you? You reported him? By Sombra’s horn, Brown Nose, he was barely even a stallion!”

Again the door closed, once again muffling the voices. Wildheart turned, eyes wide. As his gaze met Surprise’s, she looked to the ground, ashamed.

“So now you know,” she mumbled, her voice sounding higher pitched than normal. She kicked at a stone only enough to move it a few inches.

He noticed the redness around her eyes and nose, even though she tried to hide it behind her mane. He moved forward to pull her close. “It’s fine, Surprise. You’re fine.” He rubbed a hoof up and down her back as she leaned against him. After a few moments she pulled away, running a hoof across her nose as she turned to face the shack. His ear twitched as he thought he heard a quiet sniff.

She sat back on her haunches, staring at her home. “What are you doing here, Wildheart?”

“Design made me promise that if anything ever happened to him, I’d come get you and make sure you were alright.”

She tilted her head, yellow curls falling over her shoulder. “Well, I’m alright…”

“And now we’re going to go find him.”

Surprise’s eyes widened, the moon’s reflection making them almost unnaturally bright. “You mean… we’re going on an adventure? We’re going to save Design?”

Wildheart nodded, the corner of his mouth edged upwards.“That’s right.”

The hint of a small, shaky smile teased her lips as she sat a bit straighter. She grabbed his shoulders, pulling him close into a tight hug. “Thank you.” She whispered, her voice soft and raspy. She pulled away, heading off down the sidewalk, “Let’s go make this right.”

* * *

Wildheart and Surprise circled the field, a common meetup spot for the trio after school. This was the first place that came to mind to find their friend. Staying high, flying slow, eyes darting from bush to tree to rock. After nearly thirty minutes, neither pony had seen hide nor hair of their childhood friend.

Surprise, decked out inexplicably in a black catsuit and night vision goggles, started to shake her hoof, drawing Wildheart’s attention. She began pointing in earnest, straining to keep her hoof steady against the crosswinds.

Wildheart directed his eyes down, and at first all he saw was a dead tree, but squinting a bit he was able to spot something tucked into one of the hollowed-out branches. He raised his eyes to meet her gaze and gave a curt nod. They landed a few feet away from the tree, Wildheart swallowing a thick lump in his throat.

As they approached the tree, Surpise’s yellow aura encased her skintight suit and goggles before they disappeared. Even in the current circumstances, Wildheart couldn’t help but find himself disappointed. It had accentuated the curves of her backside quite aptly.

He shook his head to pull himself back to the present.

Surprise’s magic glowed again, illuminating her eyes. She looked all around, staying low as she crept forward. Upon reaching the tree she snuck around to the other side, she searched some more. Wildheart recognized the spell. Surprise used it all the time to search for teachers the few times they had snuck out of school.

After a few moments she straightened. Turning back to Wildheart she gestured with a hoof to come closer, whispering, “Looks all clear!”

“Surprise, do we really need to be so… sneaky? They’re after Design, not—” He was silenced by a hoof to the mouth.

“But they know we were friends, Wildheart! If they were going to get the drop on us, it would be now! When we’re separated! Cause when we’re separated, we’re weak…” Her shoulders sagged, her hair beginning to droop. “And it’s all my fault they’re after him.”

Surprise squeezed her eyes tightly shut as a few tears escaped. Turning, she raised a hoof to wipe them away.

Wildheart felt a pang in his chest as he watched her walk away. He reached out a foreleg to wrap it around her shoulder. “Stop saying that! It’s not your fault…”

“But it is, don’t you see?!” she yelled, emphasizing her words with a stomp. “Father found out about me! But he turned in Design instead so that they wouldn’t come after our family!” A sob escaped her, and she covered her mouth with her hooves. Her shoulders shook and tears flowed down her cheeks.

Wildheart shook his head as he sidled up next to her, pulling her close. She tried to pull herself away, but he held fast. He shushed her softly, whispering reassurances until she collapsed against him. He rubbed a hoof up and down her back as she gave in to the tears, feeling the wetness seep through his coat. He nuzzled her forehead until her shaking slowed and her cries softened.

“Surprise—Surprise, look at me.” He gently grabbed her shoulders and pushed her back until her violet eyes met his. “Surprise, you are not responsible for his actions. What he did holds no bearing on you. I know that, and so does Design.”

“R—really?”

“Yes, now…” He reached up and gently wiped the tears from her cheeks. “We have to hurry.”

She nodded, her face hardening. The yellow glow enveloped her horn as the object hidden within the tree floated out. It was a roll of parchment. As he opened the sheet, Wildheart quickly recognized Design’s meticulous handwriting.

Wildheart,

It was too dangerous to meet here. It was too open and they are still looking for me. It was all I could do to keep the invisibility spell up long enough to bring this here, hopefully I’ll get back in time.

Meet me at the waterfall.

Design

“Waterfall?” Wildheart’s brow creased. “There isn’t a waterfall anywhere near here!”

“Shh!” She turned, glaring at the parchment. Her eyes moved along the page enough times to have read it ten times over. A broad grin spread across her face.

“I know where he is!” Surprise sang, prancing lightly. “Let’s go!” She sprinted back towards town, her wings opening in a graceful arc.

“Surprise, wait!” He called out after her, trying to catch up. “Where are we going?”

She chuckled as she gained altitude, her voice rising and falling melodically as she called back to him, “You’ll just have to see!”

Reds and yellows began to peek over the mountains in the distance. As the pair breached the city airspace, signs of wakefulness could be seen in streets below. Garbage collectors and streetsweepers made their ways up and down the avenues as a few early birds jogged down the walks.

Wildheart bit his lip nervously; the two would have to hurry before their parents—and worse, the school—would notice their absence. He wondered how much longer after that somepony would put two and two together, and the changelings would be looking for two more ponies.

He blinked. When did I become so paranoid?

His wings were beginning to ache before they landed again. Swells of water lapped against the sand and grime of the desolate beach, dampening his hooves. Discarded cans, plastic bags, and cigarette butts littered the small patch of ground.

“Surprise, I don’t see…” He stopped himself as he noticed the protruding pipe from the water treatment plant jutting out over the beach a few yards away. Water spewed from it in what could only abstractly be described as a waterfall of sewage.

“Really?”

He didn’t have to see Surprise’s smug grin as she pranced by to know it was there. She flicked her tail as she strutted towards their destination. As they approached, Design’s head poked out of the pipe. He surveyed the area quickly, then glided down to meet them, a little white kitten sitting on his back.

“Design!” the two yelled in near-unison.

The stallion’s hooves hadn’t even touched the dirt before he was on flat on the ground, Surprise’s forelegs wrapped around his shoulders. If Wildheart didn’t know any better he would have thought she was trying to strangle him. Unfortunately, he had also been the victim of one of those hugs. The kitten hissed as it was thrown into the sand.

“Good… to see… you.. too, Surprise,” Design managed to gasp out as his face began to turn blue.

Almost as quickly as she had pounced on him, Surprise sprung back off him and began to bounce around the beach, a wide grin nearly splitting her face in two. Wildheart covered his muzzle to suppress a chuckle as saw Design’s wince at the muck that stuck to his gray coat and purple mane. His horn glowed to wipe the sand from his coat.

“Why not just go into the water?”

Design’s level glare was almost unnerving. “Do you even know why saltwater isn’t used for anything, Wildheart?”

“Good to see you, too.”

Design gave a huff and dislodged the last bit of sandy grit with a shake. He looked up, eyes showing a bit of redness with a dark discoloration underneath. "Sorry. The last two days haven't been easy..."

Wildheart punched Design lightly on the shoulder. “So… what now?”

Design picked up the kitten in a hoof, allowing it to crawl onto his back. He looked towards the horizon, taking a deep breath as Surprise trotted back to listen. “Now, we leave.”

“What?!” Surprise and Wildheart said in unison.

“If you stay, you are putting your families at risk.” Design’s gaze moved from the distance to look Surprise in the eyes. “I know you want to protect your sister from your father, but you’re only putting her in more danger. It’s only a matter of time…”

“I… I know,” Surprise said, her gaze falling to her hooves, “but I can’t just leave them. I’ve already had to stop them from running away once. They need me.”

Design’s eyebrows furrowed placed a hoof on her shoulder, “But you’ll be placing them in even worse danger if you stay.”

Wildheart shook his head, “We can’t just abandon our families!” He shifted from hoof to hoof, “They wouldn’t dare go after all three of us! Ponies will start to get suspicious, and—and if they come after us they’ll need us there to protect them…”

“Don’t you understand?” Design began to dig a hoof into the dirt. “You can’t stand up to them. If you try to stay behind and they come for you, you will only be painting a target on them, too!”

Surprise took a step forward. There was a tremble in her voice when she spoke.“Design, I can’t just leave. Mom is counting on to take care of the twins.”

“How old are the twins now, Surprise?” He sighed, sitting to relieve the shaking in his legs. “As old as you were when you started to take care of them, right? You can’t always be there to protect them from your father, and what you’ll be protecting them from by leaving is much worse…”

“But…”

“You know what the changelings do to the ponies they capture, Surprise. If ponies don’t die when they’re captured, they are imprisoned for weeks or months. Their bodies rot away while their emotions are drained. Their love. Their memories. Their…”

Wildheart watched the repulsion set itself into Surprises face, that same feeling of sickness that was rising in his own stomach. “Design…” He said, a hint of warning in his voice.

“What?” Design said, not looking away from Surprise. “It seems you two have forgotten what they do to rebels and rebel sympathizers. They won’t distinguish traitors from their families. They’re just tools, tools to make us break and tell them what we know. Who we know. Then, once we can’t tell them anymore… we become the lunch special.”

Wildheart grit his teeth as a cold pang rushed through his chest. He didn’t want to admit that Design was right. He couldn’t. “And just what makes you think they will come for us, Design? You’re asking us to completely uproot our lives on a hunch! On a whim! They came after you just because we weren’t careful enough. We…”

Design turned on Wildheart, his pupils contracted his ears pressed back against his skull. “Just how long do you think it will be before they discover we were friends? Do you think our teachers and classmates will protect us?” His voice cracked with the strain of yelling, “If you stay, you will just get them caught in the crossfire when they come for you! Look at what happened to my mother.”

His legs collapsed beneath him, he shook with an effort to breath. This time when he spoke, Wildheart and Design had to strain to hear him. “She was pregnant. She had a little baby inside her and they killed her anyway. I don’t even know what happened to my father and Debutant...”

The silence that came after was thick and tangible, only interrupted by the sound of the tide retreating back into the ocean. Bluebelle mewed softly, pressing her forehead against the young stallions nose. He wrapped a hoof around her as if she were an anchor as he took deep, ragged breaths.

Wildheart licked his lips, his dry throat making his voice raw. “Can we really survive out there on our own?”

Design didn’t bother looking up, his eyes closed as he kept his face averted. “We’ll have to.”

Surprise took a step forward to nuzzle Design’s neck, but he retreated from the gesture. As he buried his face into the kitten’s fur, her eyebrows furrowed. “But where will we go? Will our families really be safe if we leave?”

Design shrugged. “As far away as we can.” He raised his head, still not looking at his friends. He lifted a hoof to wipe his face. “If we’re not there they’ll just keep an eye on your families, hoping we’ll go back to them.”

“Why not take our families prisoner to try to draw us out?” Wildheart said, his voice higher in pitch. His shoulders slumped, “If we’re there, maybe they’ll just take us and let our families go.”

Design shook his head, letting loose a dry laugh. “Just like they did with my family? No, there’s already too much attention on the changelings because of what happened. Unless they can get their hooves on you, to show the attack had some merit, they’ll want to keep their interest in you quiet. If you’re gone, you take away their ability to attack. You keep your families safe.”

Wildheart and Surprise met each other’s eyes. Neither wanted to leave home, but nor could they return. After a moment they helped Design to his hooves, leaning on each other for support. They watched the city as signs of life began to stir between the faroff buildings, each thinking of what they would be leaving behind.

Tearing their eyes away the three turned, walking away from the city, the only place they’d ever known.

* * *

The sun began to set on the horizon as the city faded finally faded into the distance behind them. They had stopped to graze only occasionally, preferring to get as much distance between themselves and the city as possible. The three had remained silent throughout the day, each lost in their own thoughts. Even the kitten remained relatively well behaved, darting off only occasionally to do who-knows-what.

Wildheart had been wondering how he could have been so oblivious to Surprise’s family circumstances. They had been friends for years, yet he couldn’t think of one instance that would have alerted him. Then he remembered the mystery meat and winced. Surprise had always been a little skinny, but he had always attributed it to her hyperactive nature. His ears lowered as he glanced to his friend.

How much else have I missed?

A grunt pulled him from his thoughts with a jolt as Design spun, looking back down the path, sharp little claws in his back going unheeded.

“Damnit!” Design growled. “I know I saw it this time…”

“Saw what?” Surprise chirped, drawing up next to him.

Design looked at her out of the corner of his eye, then focused back on the path. “You’ll think I’m crazy.”

“No, we won’t!” she said, giving a pointed glare at Wildheart over Design’s head. He opened his mouth to speak in protest when she spoke again. “You can tell us.”

With a sigh, Design stood. “Alright, but let’s make a camp here first. It’s going to be too dark to keep moving soon, anyway.”

Wildheart’s ears flattened as he looked to the sky. “Do you think we’re far enough away to light a fire?”

Design shrugged, eyes still darting from place to place. “I don’t see why not.”

The three gathered some sticks from the trees and bushes nearby, enough to make a small but stable fire. The flames struggled weakly in the cool evening air, but as night fell it was enough to keep the shadows at bay.

“So,” Wildheart said, watching Design closely, “what is it that you saw?”

Design met Wildheart’s stare with one of his own. “Ever since I took that note to our meeting spot, I felt as though something was watching me, even when I was covered by the invisibility spell. I couldn’t shake the feeling.”

His eyes wandered, scanning the surrounding landscape. “I wasn’t able to keep my invisibility spell active long enough to get back to the beach, so I hid out behind a dumpster while I waited for my energy to return. While I was waiting, I noticed that…” he gulped, “there was a shadow being cast by something that wasn’t there.”

Wildheart felt a warmth at his side. He looked to see Surprise had pressed her side up against his, eyes wide as she watched Design. His ears flattened back, unsure of what to do. He tried instead to concentrate on Design’s story.

“That’s how invisibility spells work, you know? They don’t actually turn you invisible, you just reflect the world around you, and you still cast a shadow. Something was watching me.” Design shivered. “It was three feet in front of me. It just stood there, watching me, for the better part of two hours. I was too terrified to even move, so when I felt strong enough to cast my spell again I was cramping so bad I could barely walk.”

Design stood, suddenly unable to stand still. He began to pace. “And you know what? It followed me. No matter where I went. I tried even taking the long way back. I tried flying. I even tried teleporting as far away as I could. I couldn’t shake it.” Design shook his head, his eyes no longer seeming to focus on anything. “And you know what else?”

The two shook their heads. “I tried for almost an hour to lose it in the city. Finally I decided that there was nothing more I could do, so I went back to the beach. I figured, if this thing were going to turn me in, it would have already. It had plenty of opportunity. Plus, I was exhausted. I was going to have to let my magic recharge again. It never became visible, not once.”

He quirked his eyebrow at their lack of response. “At most, invisibility spells can last for three hours if you are a really powerful caster. By the time I crawled back into that pipe it had been nearly five, and who knows how long it had been following me before I saw it.”

That made Wildheart’s eyebrows rise.

“Once I settled down in the pipe the shadow was gone. I watched the beach for a good long while, but there was no sign of it. That night, however…” Design licked his lips, “I woke up when the moon was just rising. Bluebelle was going nuts. Pacing and hissing. It took me a moment to realize what had her so riled up. At the other end of the beach, there was another alicorn, but… this one wasn’t normal.”

Wildheart felt his fur start to stand on end, his heartbeat picking up. He wrapped a wing around Surprise, pulling her close in hopes of comforting the shaking mare.

Design turned to face them. “I couldn’t see its features very well. The moon was behind it, so all I could see was a silhouette. The thing is, guys… it was tall. Very tall. Probably twice the size of the tallest stallion I’ve ever seen, but thin. Too thin. And its mane! I could see through the mane, it looked almost like…” Design stamped a hoof as he tried to think of the right words. “It was like vapor! It blew as if there was a breeze but there was no wind to speak of.”

The young stallion glanced around. “It stood there, watching me. It didn’t approach. At first I didn’t think it could see me, and I was feeling so unnerved that I moved to the other side of the pipe… and I swear the thing’s eyes followed me. Then, a little later I fell asleep, but only for a few minutes. It couldn’t have been more than a few minutes, but when I woke up… it had moved closer.”

Wildheart felt a shiver run down his spine. He tried to tell himself he was holding Surprise tighter for her benefit, and not his.

“Then a cloud moved in front of the moon, I couldn’t see for a few minutes. I was terrified, wondering how close it would be when the light reappeared. But when the moon shone again… it was gone!”

Wildheart let out a breath he hadn’t realized he was holding as he felt Surprise do the same.

“I was so scared that maybe it was just outside the pipe, waiting for me to come out or fall asleep. It wasn’t until the moon started to set again that I finally passed out from exhaustion. When I woke up, it was daylight and the thing was gone. Since we’ve left...” Design turned, eyes once again scanning the horizon all around them, “I swear I keep seeing it out of the corner of my eye. Behind a rock, or in the treeline... but whenever I turn to look directly at it, there’s nothing there.”

Wildheart had the sensation of eyes on his back, and he turned to look over his shoulder, but saw nothing but grass and a distant trees. As he turned to look in the other direction, he noticed Surprise also letting her gaze drink in their surroundings.

Design threw another log on the fire, using his magic to stoke the dying embers into a roaring flame. As the eldest stallion turned to look at the two, Wildheart became aware that he still had his wing wrapped around Surprise’s shoulder. He quickly drew it back as he made himself comfortable.

Clearing his throat, Wildheart looked up at the pacing pony. “Are you sure it wasn’t just your imagination getting the better of you? I mean, you’ve had a stressful few days, and with the lack of sleep on top of it… Oof!” he grunted as Surprise elbowed him hard in the side.

Design let out an exaggerated huff, his wings held tight against his shoulders. “I’ll take the first watch. I’m too wound up to sleep.”

Wildheart jumped in before Surprise could even open her mouth. “Wake me next, then.”

“Well, come stay by us, at least,” Surprise’s eyes shifted from treeline to rocky outcropping, to distant hillside.

With a sigh, Design sidled up next to the young mare’s other side and knelt down next to her. Wildheart leaned his head down onto his forelegs, letting out a sigh as he closed his eyes. As tired as he felt, his ears still rotated around, listening to the crickets and the wind in the leaves, straining to hear the sound of an approaching pony.

He nearly jumped out of his skin when he felt Surprise lean her cheek against his shoulder. Her weight pressing against him was soft, yet firm, and somehow comforting. As he felt himself start to drift to sleep he found himself listening to her even, steady breaths brushing against his ear.

* * *

The snap of a twig echoed through the darkness. Wildheart felt his heart skip a beat as he came wide awake. He didn’t open his eyes as he heard the thump of heavy hoofbeats drawing closer. He refused to open his eyes, imagining a monstrous alicorn with white glowing eyes and a mane made of mist. He swallowed to try and wet his suddenly dry throat, and tried to keep his breathing even.

The hoofbeats came to a stop mere inches from his face, so close he could feel the vibrations of each plodding stomp.

Wildheart slowly opened his eyes. In front of him were two hooves attached to two burly forelegs. As Wildheart’s eyes traveled upwards past the pony’s massive shoulders to his wide face, Wildheart realized that underneath the yellow and green mane there was no horn. There hadn’t been any wings on his sides either.

The pony in front of him was an Earth Pony. That could mean only one thing.

The pony standing in front of him was a rebel.

Wildheart jumped back, forgetting the pony slumbering against his side, turning what would have been a graceful leap into a stagger. Surprise let out a startled yelp as she was thrown awkwardly against Design.

“Whoa, big guy,” Wildheart said as he backed away. “There’s no need for… Oof!”

He felt the air knocked from him as a pink blur smashed into his side, sending him tumbling. He just lay there for a moment, waiting for his eyes to come back into focus. Before he completely recovered a shadow fell over him. As he started to stand he realized it was because Surprise and Design had put themselves between him and the Earth Pony.

“There is no need for this,” Design said, projecting his voice. “We have no quarrel with you.”

He looked around for his attacker but saw no one. It was only after he heard the wing beats that he thought to look up. The pink blur was once again headed straight for them.

“Scatter!” Wildheart yelled as he jumped away, letting his wings take him airborne. He turned to see that his friends had moved in time, and were now circling around a lithe, intense pony. As she shook her blue mane out of her eyes Wildheart could see that she also had no horn. The pegasus took off again at speeds that Wildheart had only heard tales of.

She has speed, he wondered, but does she have maneuverability?

Wildheart banked, throwing himself into her path. He watched her purple eyes grow wide as she awkwardly threw herself around him, flaring her wings to reduce her speed. That was all it took, a blast of magic from the ground showed that Design had been paying attention. The pony flew to the side, spinning in an attempt to recover, one of her forelegs dangling uselessly.

“Design!” Surprise yelled

Wildheart jerked his head around to the direction of her scream, watching as she jumped to intercept a buck from the stallion aiming a kick at Design. She went flying into Design’s side, knocking them both to the ground. Wildheart's eyes shot open. "Surprise!"

Wildheart gritted his teeth together as every muscle tensed. He went from his hover in midair to the fastest he’d ever flown. His wings pumped as hard as they could until his hoof slammed into the face of the Earth Pony. The massive stallion grunted as his head jerked to the side, the feeling of the impact vibrating though Wildheart’s leg. He turned, raising his hind legs to slam them into the Earth Pony’s side.

The red pony cried out, and Wildheart’s ears flicked forward. “Y-you’re a mare?”

The pink pegasus flew forward, standing between Wildheart and her fallen comrade. “You… really think you can take us?”

Wildheart took a step back as a very male voice escaped the small pink pony. He had dealt with teasing due to the feminine color of his coat, but at least he looked like a stallion. The pair in front of him made it feel like a malevolent spirit had invited them to a genderbending party.

“The question is,” Design said, walking up next to Wildheart, “do you really think you can take us?”

Surprise walked up on Design’s other side. “Yeah, what are you thinking? We’re alicorns, duh! Do you really think you can take us on?”

“Not to mention,” Wildheart added, feeling compelled to contribute, “there’s three of us, and two of you.”

The Earth Pony mare stood and turned to face them, looking none the worse for wear. “We’ve taken on enough of ya to know yer not as tough as ya make yerselves out to be.” She turned and spat some blood into the dirt next to her.

The pink one flashed a toothy grin. “Bring it on.”

He jumped into the air, leaving a small cloud of dust in his wake. Wildheart took off after him, trying to gain just as much speed against the pull of gravity, but the pegasi roared out of his reach like a bolt. Wildheart's face paled and a cold chill spread over his skin. How did he do it? No one could fly that fast. It was impossible!

The pegasus gained distance with ease, too fast for Wildheart. He briefly considered sending a blast of magic after the pony, but dismissed the thought almost immediately. It rarely happened that an alicorn could fly and cast magic at the same time, and the chance of scoring a hit was unlikely.

Wildheart spared a glance down to his friends, watching the parley between them and the Earth Pony. He smirked as he saw her retreating towards the far-off brush, Design and surprise close on her heels.

As he brought his gaze back to his target he balked. The pegasus had turned and was flying straight for him! On instinct he banked to the right, narrowly avoiding the impending crash.

Wildheart wheeled around, prepared to meet an oncoming blow, but only found himself staring at open air. The pegasi was not coming towards him, but instead flew straight for Design and Surprise. The two had their hands full with the Earth Pony mare, who had stopped her retreat and was now facing the them head-on.

“No!” Wildheart yelled, throwing himself into a dive. A sick feeling dug into his chest as he rocketed down, watching the pegasus moving nearly twice his speed. Time seemed to slow as Surprise looked up, meeting his eyes and seeing the pegasi rocketing towards her. Wildheart lost the wind in his wings and his skin prickled with cold. Surprise…

“STOP.” The word was not shouted, nor was it forceful in any way, but the weight that one word carried seemed to vibrate through Wildheart’s bones as it echoed through the campsite. He felt compelled to follow the voice he didn’t know, to simply land and do nothing until the voice instructed him again.

As it was, he came up out of his dive, hovering. His eyes darted around quickly, attempting to find the source of the voice, and he realized that both his friends and enemies had done the same.

It didn’t take him long to find the body behind the voice. There, standing on a hilltop with the sunrise behind it was a tall, slender silhouette. It looked like it might be an alicorn with a light, almost transparent mane that flowed unnaturally in the breeze. Its wide eyes glowed a brilliant white while the body stayed enveloped by shadow.

“YOU ARE NOT EACH OTHER’S ENEMY,” said the thing, the even words almost musical. Wildheart had to fight the sense of tranquility that threatened to to fill him. His eyes were drawn to the creature, who raised its head to look back towards Pegisopolis.

In the quiet that followed that simple sentence, Wildheart heard a distant but insistent buzzing. As his ears twitched his head swiveled to look at what the strange alicorn was watching. His heart skipped a beat as he saw the massive, black, undulating cloud headed straight for their camp.

Chapter 3

Author's Notes:

I've had no one really edit this chapter. This is all straight from me. I've looked over it multiple times and tried to catch everything I could, but... yeah. So if you notice anything let me know and I'll fix it.

The pegasus hovered over the campsite, eyes narrowed as he watched the strange alicorn. She looked like an alicorn of ages past—larger than life, so full of magic it escaped into their manes. Yet something about her seemed off. Wrong. He couldn’t put a hoof on what it was, but he trusted his instincts. He didn’t trust her.

Though that giant cloud of changelings headed their way was certainly a good reason to retreat. A reason to leave the alicorn scum to their fate and return to the camp. Only one thing to do first. He pushed all of his willpower into sliding back into a dive, to slamming the strange alicorn back to whatever tale she had crawled out of.

His uninjured foreleg twitched. He felt the sense of calm that had muddied his senses began to lift. A fresh surge of adrenaline flooded through him, and he prepared to throw his full force into his left forehoof. In his mind, he imagined that hoof connecting with that pony’s jaw, knocking her backward, sending her tumbling. He pressed his wings to pull himself up a few more feet for the maneuver.

His eyes never left his target, but before he could reach the necessary altitude her bright eyes turned to gaze into his.

“FORGIVE ME.” It said, and it was as if an invisible wave pressed against him. He felt himself deflating, the burst of adrenaline gone. His wing beats slowed and he drifted towards the ground.

“I UNDERSTAND IT IS DIFFICULT FOR YOU TO TRUST, BUT YOUR COOPERATION WITH THESE YOUNG ALICORNS IS PARAMOUNT.”

The alicorn that had been a few feet above him landed by his side. He stared at creature of lore, slack-jawed. Dimly, he wondered why she felt the need to be so loud.

“TAKE THEM. LEARN TO TRUST THEM. THEY ARE THE KEY TO SAVING THE OTHERS. GO.”

The words tickled a memory at the back of his mind. Others. Others! Pure drive bubbled up from his chest, pushing him forward. He ran towards the alicorn, but when he lifted his hoof to slam it against her, she was no longer there.

“Blitz!” His companion yelled, “We gotta go.”

He shook his head, the fog of the creature’s spell drifting away. “A—alright!” He pressed his hoof against his forehead. It was a waste of a few precious moments, but he had to be certain his mind was clear to make the call.

“You three!” He yelled, watching the alicorns press together as they faced him. “You can stay here and get captured by the changelings, or you can follow us. Doesn’t make any difference to me. But! If you try to do something stupid, like attack us while our backs are turned… We won’t hesitate to kill you.” He turned towards the Earth pony. “Highland, you take point!”

She nodded at him, then turned to sprint towards the nearby woods. The brush was too thick to fly through, but it would slow down the changelings. Up ahead, a bright red unicorn stood out against the brush. His eyes were closed and his breaths were even.

Damn him! Every time…

“Red Scout!” Blitz shouted, jumping to avoid a rock, “Wake up!”

The unicorn jumped up at the sound of his name, brown mane full of leaves and twigs.

“Emotion shield, now!” Blitz slid to a stop next to him, and Highland came to a loud stop as well. The pair turned to see the three young alicorns stumbling into the clearing next to them. He laughed. “Ah, so you made it after all.”

“What are they doing—” Scout began to ask.

“Scout, put up that damn shield!” Highland practically shouted. When she shouted, ponies listened.

A white orb began to form around them, spreading around until it touched the ground, encircling them completely. The color faded until it was nearly invisible.

Highland took a few steps towards them. “Now be quiet,” She whispered.

By now, the buzzing was so loud to make the air around them vibrate. Blitz looked up, squinting to see through the branches. At first there was nothing, then blur of black shot by. Then another. And another. In mere moments The once bright sky that had shown through was darkened by the swarm.

Blitz’s ear twitched, there was something off about the buzzing. He concentrated for a moment, straining. The buzzing… it was different. Almost as if there was two pitches. A deeper pitched buzz grew louder. The trees began to sway as the wind picked up.

“Is that…” Red Scout whispered.

“Shhhh!” He and Highland shushed the unicorn. It took Blitz a moment to realize that their guests had done so as well.

Soon the trees were thrashing as something large flew overhead. Blitz’s pupils shrank to pinpricks as he saw the black scales, gnarled horns, the claws pocked with holes, the multiple, webbed wings. The thing roared, spewing forth green flames.

So that’s a Hive Guard, Blitz tried to swallow the lump in his throat. He heard a squeak from one of the three, but he didn’t bother to look. The hive guard glared, green eyes scanning the forest floor. Blitz hoped against hope that they, like the swarm, saw their prey by sensing emotion. The six sat, collectively holding their breath as they watched the behemoth hover above them.

The thing threw back its head, giving out a cry that threatened to make Blitz’s eardrums bleed. It tore away from the forest, the pumping of it’s large wings causing the trees to lurch and creak. The ponies stood, stunned into silence. Each appreciating the feeling of their hearts thundering in their chests.

Then Blitz smelled the acrid stench of urine.

He pushed away his disgust, and turned towards the alicorns with a lopsided grin. “Couldn’t stand the sight of him, could ya? Someone gone and messed their little drawers, ha!”

The grey one stood tall, lip curled as he said, “It wasn’t us.”

“Huh?” Blitz turned his head to Highland, who met his glance. The two slowly turned their head towards Scout, who’s stood trembling, horn still glowing with the spell that had saved them.

Highland walked towards the unicorn, putting a hoof on his shoulder. “Hey… snap out of it.”

Scout jumped with a yelp, turning to look face her. His breathing was fast, but began to slow when the friendly face began seep past the terror that held him prostrate.

“Um…” She mumbled, “You may want to clean yourself up.”

Scout stared at at her for a moment, his eyebrows furrowing as he squinted. He took a step backwards, and there was the sound of a small splash. His eyes widened in realization as his cheeks turned from red to bright pink. He dropped the shield to quickly go about cleaning himself.

Blitz shook his head, turning to face their new companions. “Names.”

The three were once again pressed against each other, as if together they could act as a shield. The gray one was the first to speak, “I’m Grand Design. This is Wildheart and this is Surprise.” He gestured towards one, then the other. “And who are you?”

“I’m askin—”

“Grand Design? Isn’t that…” Red Scout just couldn’t keep his mouth shut. Thankfully, Highland shoved a hoof into his muzzle, effectively shutting him up.

The one called Design stepped forward, licking his lips. “I know you don’t trust us, but she told us we need to work together.” He held out a hoof. “We told you our names, please tell us yours.”

Blitz wrinkled his nose as he looked at the extended hoof. He looked over his shoulder at Highland, but she simply nodded.

He let out an exaggerated sigh. “Well, forgive me for not being the hoof-shaking type.” He held up his limp hoof. Thankfully, it hadn’t started to hurt... yet. “I’m Blitzkrieg, and this is Highland Charge. This, of course…” He gestured to the pony who was trying to pull the hoof from his mouth, “is Red Scout.”

Highland finally pulled her foreleg back, and nodded. Red Scout took in a deep breath before falling back on his haunches, panting.

Wildheart tilted his head. “So you’re… rebels?” His quirked eyebrow and small frown sent a wave of indignation through Blitz.

“Well, that’s what your kind call us, I suppose.” He huffed, wanting to stomp his hoof.

Design looked to his companion with a stern glare. “The more important question is… what now? I think we should go after—”

Blitz stepped forward towards the alicorn, feeling a heat burning in his cheeks. “We’re going back to our camp.”

“But the alicorn!”

“No.” He limped forward, pressing his nose against the taller pony’s muzzle. “We are going back to camp. My leg is broken, and Highland may have broken ribs. Scout…” He turned to look at the sad excuse for a corporal. “...needs to recover his dignity.”

“But we’ll lose her trail, if we don’t go after her now we won’t be able to.”

Sheesh, does he have some sort of hard on for that alicorn, or what? Blitz sighed, once again pressing his hoof against his forehead. “Listen, that thing disappeared into thin air. It wouldn’t have left a trail if it teleported. It would be foolish to go after it.”

He once again turned to look at Highland, who nodded her assent. “We are going back to camp, and you are coming with us.”

Design opened his mouth to say more, but Surprise elbowed him in the side. She shook her head once she finally got his attention. “Whoever she is… she wanted us to go with them.”

Finally, Design nodded. Despite his mouth being pulled into a tight, thin line, he met Blitz’s gaze.

“Lead on.”

* * *

The wood thickened into a forest, the brush full of small, shivering creatures. Vines pulled at their hooves while rocks attempted to trip them. Unlike the times of the princesses, all forests had grown wild and dangerous. Thankfully, Blitz and his team knew the area well, easily able to guide the alicorns around the poison joke and choking vines. He kept his ears pricked, listening for the telltale growls of the manticore that roamed the area.

As they navigated the forest, the team ignored their… Blitz tilted his head. What do we call them? Prisoners? Companions?

His eyebrows furrowed as he chewed over the thought. Definitely prisoners. He spared a glance over his shoulder at the three. They don’t warrant being considered anything close to an equal.

As they navigated the forest, the team ignored their prisoners. Too much talking could attract the local wildlife, or worse. Besides, the less he thought of them as ponies and more as traitorous war criminals… the easier it was to kill their kind.

The three settled on whispering quietly amongst themselves, causing Blitz to grit his teeth and narrow his eyes. He looked back over at them, noticing their hurried glances at him and his companions before turning back to their whispers.

He didn’t care that they were being quiet. What are they doing, trying to figure out how to escape? Decide how best to come after us?

Blitz was so caught up in his thoughts that he didn’t notice the rock on the path. His breath caught in his throat as he tumbled, his wings spreading in a feeble attempt to catch him but only managing to get caught in the thicket. He tried put his weight on his good leg, but only managed to fall sideways and land on his injured one.

As the useless appendage crumpled beneath him, a jolt of pain ran all the way up from his forelock to his shoulder. He cried out, feeling something move unnaturally in his wrist joint as the feeling of prickling spread across his skin. Tears welled up in his eyes.

That… is definitely fucking broken…

Blitz groaned as he rolled over onto his good leg. He trembled with the effort as he pushed himself up. As he raised his eyes he saw that Scout was in front of him, medical kit floating next to him.

Blitz narrowed his eyes. “Don’t get near me with that thing,” he whispered.

“Don’t be an idiot, we’ve got to stabilize that leg before…”

“After what you did to Highland last time?” He grunted, trying to step around his squad mate. “I think I’d rather wait till I can see Bones.”

Scout opened his mouth to argue, but Design interjected, “Let me at least make it numb again.”

Blitz turned to him, glaring. The other two alicorns were standing back, leaning against each other, but Design was almost next to him.

Blitz wrinkled his nose. “Keep your voice down, and keep your damn magic to your damn self.”

He tried to turn to continue walking, but Design stepped in front of him. “It was my spell in the first place that broke your leg. It was designed to make sure your leg was numb until you tried to use it. Sort of like a sneaky, secondary attack. Now, all the pain is going to start flooding in, getting worse over time. I can reverse that part of the spell.”

Blitz took a step back, inwardly seething over the fact that he had to look up at stallion. “And why would you do that?”

“Call it a… truce of sorts. If we’re going to learn to trust each other, it has to start some—”

A stomp from Highland a few feet away silenced him, and everyone turned to look at her. She held a hoof to her lips, then pointed into the forest. Blitz’s ears twitched, straining to listen.

Thump!

His ears fell back as the sound of growls followed the heavy footfall. It could be one of two things. A bear. A very large bear. Or a Manticore.

“Okay, fine.” Blitz whispered as softly as he could. “But do it fast, and be prepared to run if I say so.”

The alicorn nodded as his horn lit up with a violet glow. Blitz’s leg lit up as well, and starting at his hoof, a tingling sensation made its way to his shoulder. Within moments his entire leg was numb.

The six of them turned, carefully tip-toeing through the brush. Their hoof falls were as silent as they could muster. They made it a few yards when Blitz looked over his shoulder.The reflection of large, slitted eyes glowered at them from the shadows. A small hiss reached his ears.

“Run!”

The six of them took off, and Blitz was glad for the numbness as he limped. The sight of the others pulling away from him made him feel as though a stone had been dropped in his belly. An unwelcome saying popped into his head.

I don’t have to be faster than the manticore. I only have to be faster than you.

He jumped over a rock, feeling a breeze behind him, then a growl of frustration. Blitz's eyes went wide as he felt the Manticores roar on the back of his neck.

Fuckfuckfuckfuckfuckfuck….

The adrenaline rush gave him a burst of speed. Which, when hobbling on three legs, isn’t saying much.

The base isn’t that much farther. You don’t have to be faster than the manticore, you just have to get to the base first!

He tried to tell himself that thought made sense, as he dove under some low-hanging branches. He looked over his shoulder, hoping that the obstacle would slow the monster down. Claws that swept through the branches, tearing them asunder as if they were butter. His smug grin disappeared.

This is it. I’m going to die. After everything that happened today, it’s going to be a Celestia-damned manticore that gets—

The brush in front of him parted as something pink dove over him, landing on his six. His eyes followed, his brain slowly registering that it was a pony. His eyes widened as he realized that Wildheart was now standing between him and the manticore, hooves braced against the ground. The larger stallion opened his mouth, but instead of the yell Blitz expected, he let out roar that almost exactly mimicked the manticore.

The manticore stopped, even taking a few steps backward. It raised up onto it’s hind legs as it looked down at the pony, letting out a roar. Wildheart responded in kind. The thing backed up, staring at the pony. It shifted from paw to paw, not pulling it’s gaze away from Wildheart.

“Head towards the camp, the others say we’re not far.” He said, not turning away from the manticore.

Blitz jumped up. “What about you?”

“I’ll be fine—” He stopped to roar at the manticore again, who had started to inch forward. “I know what I’m doing.”

Blitz didn’t want to move. Running would mean he would be indebted to this pony, and that was unacceptable. The forest was too dense for him to fly, and his leg made him useless in a ground fight, and that could get them killed. With a frustrated yell, he turned and took off towards the camp. As he came up close he saw that the barrier was being held open, the other two alicorns and the rest of his team were standing on the inside. He jumped in, turning to look behind him.

Wildheart was running, the manticore close at his heels. The stallion jumped over rocks and dove under branches as if he had been in the forest as long as any of the rebels. He let out a laugh. “Woohoo!”

He’s… enjoying this?

The pony jumped through the barrier, and it closed behind him with a snap of magic. The manticore ran into the shield, face-first, claws scrabbling against the magical barrier. It backed up, letting out a growl. It began to pace back and forth, glaring at the ponies through the translucent shield.

Blitz’s legs trembled, and he fell to the ground, panting. The others stood around him, worry creasing their foreheads.

“Major Blitzkrieg!” The deep, rough voice behind him sent ice through his veins. He tried to stand, but his muscles burned and his numb leg seemed to be leeching his strength. It was all he could muster to turn to face the general. He raised a hoof to his forehead in a salute.

The tall, green pegasus glared at him. “You have a lot of explaining to do.”

* * *

The tent wasn’t crowded. Only his team and the generals. Brigadier General Crosswind, Brigadier General Orbsa, and Rear Admiral Null. The prisoners were being held while they made their report.

“So you’re telling me…” General Orbsa practically growled, “You attacked three juvenile alicorns with no provocation, no evidence that they were combatants, and without direct orders from a superior?”

Highland charge merely nodded while Red Scout pretended to be extremely interested in the ground in front of him. Blitz took a step forward, trying not to yell. “There were three alicorn traitors camped out not ten klicks from here. If they had—”

“If you had taken in the situation more carefully,” the admiral said, taking a few steps towards Blitz, “You would have seen that these three are not a threat to our camp on their own. You would have done well to observe them, sent in an infiltrator to uncover their motives. What you did, Blitz, was reckless.”

Blitz’s ears burned as his face turned red. That was the same word that Highland had used before they had attacked the camp.

“Furthermore!” General Orbsa said. “You then brought them back to our camp at the behest of an unknown alicorn! There is a reason we don’t bring prisoners here…”

“It seems to me,” General Crosswind finally stepped forward, shifting his wings. “That Blitz here became overeager in his first command. He has some mighty big horseshoes to fill, taking over for Col. Overwatch.”

The other two stood back to look at him, so he continued. “While his choice to attack the alicorns was indeed unwise, there is no saying how any soldier would react towards what followed. Only two ponies in history look how he described, and faced with so powerful an alicorn, how could he naught but be in awe? Regardless of which side she may stand for, they were indeed, set upon by a swarm of changelings. The alicorns were hiding just as much as his team.”

He raised a hoof to his chin as he addressed Blitz, “And you say that they helped you not once, but twice.”

Blitz grit his teeth, but responded evenly. “Yes, Grand Design numbed my injury so I could run more easily… an injury he inflicted, I might add. And Wildheart somehow managed to slow down the manticore—”

“By roaring at it.”

Blitz’s ears pressed flat against his head. “Yes.”

“Well, I—”

There was a commotion outside the tent. “Let me in! My patient is in there. He should have been brought straight to me!”

A bright blue unicorn with a grey mane burst through the flaps, followed by the two ponies that had been guarding the door.

“Doctor Bones,” General Orbsa stomped towards the smaller pony. “This is a closed meeting! You are…”

“Not a part of a military and therefore do not answer to you.”

Orbsa drew back, mouth slack in shock. Then his eyebrows furrowed, his ears flattened. His voice rose to a yell. “You are here at our behest! Therefore, you answer to…”

“Listen,” Bones turned to face the general. “I am the only doctor you’ve got, and I am here to lend my support. I am a doctor, and my one responsibility is to my patients.” He pointed at Blitz. “Do you want his leg to heal improperly? Do you want him to have to have his leg re-broken and reset, for him to be off the field for weeks, not days? If you had brought him to me straight away, I could have had him back in the field tomorrow. As it is, you’ll be lucky to have him by the end of the week…”

“We apologize, Dr. Bones.” Admiral Null said, his voice flat. “There were special circumstances. We needed to find out what happened as quickly as possible…”

“You mean the prisoners.” Bones said as he walked up to Blitz, his magic beginning to poke and prod at the leg. “The ones being held in the storehouse, waiting patiently and not giving the guards any trouble what-so-ever. The ones who are not harming anyone.”

“How did you—”

“The whole camp is buzzing with the news. It’s really hard to keep something like that classified when they come bursting through the barrier like that, being followed by a manticore. Then, of course, the prisoners were practically paraded to the store house. How could anyone not know?”

Bones looked at Blitz, his mouth pulled into a thin line. “This is going to hurt, son.”

Blitz felt the his leg twist as his bones settled into place. He choked back the scream, but only barely. The pain once again rushed through his foreleg as the numbing was dispelled. The generals stood silent as the doctor treated his patient. The doctor floated some gauze out of his pack, wrapping the leg carefully, but tightly.

“You will need to stay off this leg for at least two days. By then my spell will have finished knitting the bones back together. Use it too much before then, and you will run the risk of knocking them back out of place. Got that?” The doctor’s eyes searched Blitz’s face.

“Got it.”

“There was a spell on your leg, am I correct in guessing that it blocked you from feeling any pain?”

Blitz nodded.

“Who cast it? Scout isn’t adept enough to even use bandaids, let alone cast a spell like that.”

Scout turned a glare upon the doctor, but remained silent. Highland giggled.

“It was one of the alicorns. His name is Design.” Blitz felt a blush rise to his cheeks.

Bones simply nodded. He then turned and left the tent. “Come back and see me in two days.” The guards followed him out, their faces impassive.

Upon the doctor’s departure, the tent flurried with activity. Reports, questions, half-understood answers, and even more questions. In the end, it was decided Blitz was to be officially reprimanded and the prisoners interrogated.

* * *

Highland looked at the plate of food in front of her, then slowly pushed it away. Blitz looked at her out of the corner of his eye. “You not eating isn’t going to get them fed any faster.”

At her glare, he turned to look at her, pointedly stuffing his face with a mouthful of greens. Her eyes narrowed further.

“Listen, as soon as they start to talk, they’ll get fed.”

She shook her head, “They’re ponies, just like we are.”

Blitz slammed his hoof against the table, his voice carrying throughout the open field where the tables were assembled. Heads turned to watch the commotion. “No they’re not! They’re alicorns! Traitors! They—”

“Can no sooner be responsible for the actions of their ancestors than we can. We may be rebels, but that’s because we choose to be. They are Alicorns because they were born that way.”

“But it’s not like we can just go and become alicorns! It’s not like—”

“No, but we could defect. We could go and take them information about our people, our movements, like some have. Be ‘granted’ Alicorn status...” Blitz felt his ears lower at that, feeling a small twinge of guilt.

She stood, leveling her gaze with Blitz’s. “Their choices are their own, and right now I see no blood on their hooves. Until I hear otherwise, they are ponies, just like us. If anypony can forget that, especially you, then I fear for our hearts.”

She turned and trod away, leaving Blitz to simmer while staring at his food. With a grunt he pushed it away. After a few moments just staring at the tray he stood and made his way towards the food line, gingerly. A few tables were pushed together, with several bored-looking cadets holding ladles in their mouths or levitating them with magic, scooping a pile of mush onto any plate that happened to be pushed by. He knew he couldn’t go through the line again, since he would be accused of taking more than his share. Instead, he went around the table, to where the cook had several fires with pots hanging over them.

“Chef.” Blitz walked up to the only pony wearing the bright, tall hat. “Has most everyone eaten?”

“Huh?” The mare turned, a strand of her mane falling in front of her face. Pushing it back, she smiled, her words slurring. “Why yeeeeees. Hehe! Most of them have eaten.” Blitz noticed the bright blush on her cheeks and the slight stumble to her walk.

Blitz looked over the various pots still cooking. There was more than enough food. “Preparing tomorrow's food tonight, or something?”

“Hmmmmmmm?” She looked over the the multiple meals, blinking. After a moment, her eyes went wide. “Oooooh! Oh ho ho! I made waaaaaay too much again! Haha… The Colonel is gonna have my ass... again! Hahaha!”

He grinned as he watched her stagger towards one of the pots, placing a lid over the contents. “I’ll make you a deal.”

She turned to look at him as he limped towards her, “Oh?”

“You let me take three trays of food, and I’ll convince one of the unicorns to put one of their preservation spells on the food. That should make all this last through tomorrow evening.”

Her eyes lit up, her smile almost making her face seem younger. “You’d do that… for meeeeee?”

He nodded, hoping his grin didn’t look too forced. “Of course. Let me take the trays, and I’ll bring someone by in a bit.”

She nodded, her grin spreading wider. She pulled together several trays, managing not to spill too much of the food on the ground. Laughing, she said, “And how do you expect to get the food over to where you’re going, you little gimp?”

“Uhhh…” His plan hadn’t been thought out that far. His eyes shift towards the storehouse, where the prisoners were being held. Two guards stand at the entrance, who would also need to be persuaded to let him in with the food.

The cook followed his gaze, then smirked. “Oooooooh, I see what’s going on. Leave it to me!” She hopped towards the guards, practically beaming. “Yoohoo!”

Pricking his ears forward, he strained to hear what she was saying. Worried that she would give him away, he took a step forward but still couldn’t hear more than her occasional, obnoxious laugh. He sighed, shaking his head as he looked at the trays of food arranged around him. This was probably a stupid idea…

Looking up, he jumped back from the guard that was standing just the other side of the trays, the other guard a few steps behind. “These are the trays?”

Blitz nodded, eyes wide as he stared at the guard. “Uh—uh-huh.”

The guard nods at his partner, and they each pick up a tray in their mouths, followed by the chef, who somehow managed not to spill more than a few pieces of lettuce more. When they reached the door, one of the guards pulled a set of keys from his belt. Flipping through them, he eventually pulled forward one key, stuck it in the lock, and turned it.

The door opened slowly, and inside the three alicorns stared up at him. They were barely illuminated by the single candle in the lantern that hung from the ceiling. The shadows made them look almost skeletal, and Blitz swallowed the odd thickness that seemed to accumulate in his throat. The guards each took in the trays, not letting the chef enter the storehouse.

She beams at him, “I should have the food ready to be put under the preservation spell when you’re done speaking with them. See you sooooon!”

Blitz watched her sloppy skip for a few moments before turning towards the alicorns, who are all staring at him, ignoring the food. As he walked in the guard said, “Knock when you’re ready to leave.”

The door slammed shut behind him, quarantining him with the prisoners. His heartbeat rose, and he tried to ignore the ceiling above him. Instead, he laid down across from the alicorns, facing them. “You can eat, you know.”

“Are you sure about that?”

Ungrateful sonofa— Blitz’s ears flattened. “I’m sure of it. The brass might not be, but I don’t give a damn.”

The alicorn studied him for a moment, then leaned down to sniff the food. He stuck out his tongue and licked the lump of purple mush. He sat up, his eyebrows furrowing and his lips quirking as he glared at the pile on his plate. “Well… it’s better than the mystery meat.”

At this, the others began to levitate the food to their mouths. Surprise shoveled it in faster, as if it would get away were she too slow.

“Now, I know you haven’t answered our questions so far—”

Design began to tap his hoof against the ground, “And what makes you think that now will be any different?”

Blitz glared at Design, and for a few moments they leveled each other’s gaze. “Because if it wasn’t for us you’d be changeling fodder, or in the belly of that… thing.”

Design’s lips pulled taught. He glanced at Wildheart, who shrugged. Surprise elbowed him in the side, not stopping the shoveling of food into her mouth. He lets out a sigh. “Fine.”

“Who are you?”

“You already know our names.”

Blitz raised his good hoof to his forehead. “Yes. I mean… Who are you. Are you military? Civilian? Do you—”

“We can’t tell you. You won’t believe us if we did. If you want to know who we are, read the Pegisopolis newspaper from two days ago. Well, if you can get ahold of one.”

Blitz glared, “And why should we do that when you can just tell me?”

“Like I said, you won’t believe us.”

Blitz huffed, placing his hoof back to the ground. “Fine. Were the changelings after you? Or was their movement purely coincidence?”

“I’m not sure. It’s very possible they were after us.”

“Why?”

“Read that newspaper.” He picked up a few of the greens and shoved them into his mouth, chewing them slowly.

Sighing, Blitz turned towards the other stallion, “And how did you manage to stop down the manticore?”

Wildheart’s eyes widen mid-chew. “Ohf, fthaf’s eathy!”

Design shook his head,“Don’t speak with your mouth full, Wildheart.”

“Huh? Ohf…” He swallowed. When he opened his mouth, his words flowed faster than a colt that ate too much sugar. “Manticores are easy. You see, if two manticores of the same subspecies look each other in the eyes, they turn to stone. It can be undone, but their stare has to be broken. So, when they hear the roar of another manticore, they become skittish, not wanting to look into each other’s eyes.”

“Oh?” Blitz blinked with this new information. “That seems, inconvenient. How would they even be able to breed that way?”

Wildheart took a deep breath, lifting his hoof for what was obviously going to be a long-winded explanation, but Design knocked his elbow against Wildheart’s foreleg. Wildheart jumped, then blushed, hoof playing at the dirt as he said. “Males jump on the females from behind. Sorta.”

“Hmmm… okay…” Blitz tried not to acknowledge the information, realizing he probably came across as a pervert. “But why did you jump towards the manticore? Wouldn’t seeing you make the roar confirm that you are not the manticore?”

Wildheart looks up again, smiling. “It confuses them all the more. The roar is getting closer and louder, but they still don’t see the other manticore. If it had been too much longer, the manticore might have figured it out. They’re… kinda stupid.” He buried his muzzle into his hoof, chuckling.

Rubbing his chin thoughtfully, Blitz looked at Wildheart, “And how do you know all this?”

“Oh, uh…” The pony once again looks down at his hooves, his face falling and his eyebrows turning upwards towards the middle. “My dad is a hunter, and I had to help him from time to time. Getting caught up by predators can happen, and you have to know how to deal with them.”

Blitz stomach twisted. Hunt? He shook his head, trying not to think about the implications. That was an area of questioning he didn’t want to go down. Instead, he stood, grunting with the effort of having to place all his weight on the one hoof. “Well, that is all for tonight, then. Just leave your trays by the door when you’re finished with them.”

He turned away, raising his hoof to knock on the door.

“Hey Blitz…”

He looked over his shoulder, startled to hear Surprise address him for the first time. Her plate was entirely empty, and a small smile graced her face. When she isn’t frowning, he realized, she’s actually quite pretty.

“Thank you for dinner.”

He couldn’t help but return her smile, and wondered why he felt the bit of warmth in his chest. He turned away and knocked on the door, walking out quickly when the guard opened it. When he stepped outside, his eyes widened when he came face to face with the generals.

“Um…” He tried to think quickly for an excuse as he saluted.

“Report.” Admiral Null said.

“Huh?” Blitz took a step back.

“I said report, Major.”

He gulped. “Well, they wouldn’t give me any more specifics as to who they are, but they said to check out a newspaper from two days ago.”

The generals nodded, looking towards each other. General Orbsa met Blitz’s gaze first. “Anything else?”

“The pink one, with the yellow mane?” The each nodded. “He’s the son of a hunter.”

Their eyes narrow, and General Orbsa practically growled when he spoke. “We’ll have to keep a close eye on him, then.”

* * *

Blitz groaned as he walked into the barracks—or, rather, the large tent that was made to be be a barracks. His eyes scanned the room full of double bunks, but it was empty. With a sigh, he slowly limped his way over to his bed, his hind legs dragging as his eyes began to droop closed.

“This day was way too fucking long.” He mumbled to no pony in particular.

He reached his bunk, awkwardly taking off the belt that held his insignia, rank, and a few pockets that remained mostly unfilled. As he stashed it in the drawer of the tiny locker next to his bed, he remembered the sight of the scout flying off towards the Pegisopolis landfill in hopes of turning up one of the newspapers Design mentioned. He wondered what they would find.

“You did a good thing, Blitzkrieg.”

He jumped a foot in the air, turning to face the voice, yelping when he landed on his leg. Highland stood at the entrance of the tent, and for a moment Blitz would have swore he saw her cheeks flush. He shook his head as he favored his injured leg. Her fur is red. Her face always looks flushed.

“Yeah, well… goody for me.”

Highland walked a few steps closer to him, a soft smile creeping up on her face, “I mean it. I was beginning to worry that the brass had finally convinced you of that stupid ‘All Alicorns Are Our Enemies’ nonsense.”

“Yeah, well…” Blitz turned back to his dresser, pushing to door closed. “It’s easier to think that way sometimes. Makes it easier to think of them as enemies instead of somepony’s brother or sister or whatever.”

She sidled up next to him, “Still, standing up to the brass like that was very good of you.”

“It worked out in my favor.”

Blitz felt something against his cheek, and he straightened when he realized it was Highlands lips against his cheek.

She pulled away quickly. “It was still good of you.” She quickly stashed her belt, and jumped up into her own cot before Blitz could even move.

He coughed to clear his throat, blinking a few times. He shook his head as he crawled into his bunk, sliding underneath the sheets. What’s gotten in to her...?

“Women…” he mumbled as he closed his eyes, listening to Highlands soft, even breaths as he drifted off to sleep.