What Came Before

by Lynwood

First published

Memories of the apocalypse. Power unfathomable. Unseen controllers. History hidden. Fallen tyrants. Vengeful gods. War. Everything is at stake.

An enemy beyond ages, with the power of the sun.

History hidden, for none to see.

Unseen controllers.

Ancient beings.

Vengeful gods.

Fallen tyrants.

War.

Everything is at stake.


If a new or character comes up is the story I'll add it/them.

My first fic. Please don't crush my dreams.

I in no way claim ownership over any copyrighted characters, places, or events from the Hasbro show My Little Pony.

I

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PART ONE

Twilight Sparkle loved this time of year. Spring had just begun, and all the ponies were excitedly doing the activities that had been held back by the cold weather and snow that had only just been pushed away weeks before. The sun was shining, the birds were chirping in their newly made nests. All in all, it was a beautiful day in Equestria. Twilight Sparkle was on a train.

Her friends had all declined the trip to Canterlot with Twilight, with Rainbow Dash busy training for the big Wonderbolt show, hoping to show them her "radical moves", and Applejack busy working the farm. Rarity had a large order to take care of. Fluttershy needed to care for all her little animals, and even Pinkie Pie was preparing individual parties for the family of nine that had just moved in. It appeared it would be a solitary trip.

However, Twilight was not deterred by this. She took advantage of the quiet train time, catching up on her studies and reading her newest novel "An Equestrian Tragedy". she was already about three-quarters through when the train hissed to a stop.

Twilight stepped out onto the platform, and squinted her eyes at the almost-noonday sun. She looked around, taking in the familiar bustle of ponies and elegantly carved and constructed buildings she had grown up with. She took a deep breath of the city air. It was good to be back.

"Hey! Keep moving! your holding everypony up!" said the very annoyed stallion behind her.

"Whoops. Sorry." Twilight blushed and made for the edge of the station. suddenly she hear her name.

"Twily! Over here!" She turned, and standing right there, were Princess Cadance and Shining Armor, waving at her from the street.

"Oh! Cadance! BBBFF! I thought you would be in the Crystal Empire!" Said Twilight.

"Yeah," said Shining. "We did too. but turns out, Luna had royal business in the Empire, and said she would handle it while she was there. Cadance suggested we come to Canterlot, and it turned out we came in time for your arrival. We got here not two hours ago!"

"Its so good to see you!" twilight exclaimed. She ran over to her brother and gave him a hug.

"Yeah, you too, Twily."

But Twilight was too busy reciting a rhyme and dance with Cadance.

"Sunshine, Sunshine, ladybugs awake! Clap your hooves and do a little shake!"

"I can see how much fun you two are having, but we should get going." said Shining Armor.

"Uhh, where are we staying, Shining?" Queried Twilight.

"Your parents house," said Cadance. "They are out of town, and didn't mind us using it for the weekend." She giggled. It's much less expensive than a hotel, here in Canterlot!

~-~

Shining offered to order a carriage to the house, but Cadance declined, saying some walking would do them good. They started on their way, but soon were distracted by the many colorful shops and stands. They got to the place around sundown.

Twilight and Cadance walked through the door, giggling and conversing about the sights they had seen that day. Shining struggled through the doorway, his face hidden by the huge amount of shopping bags he was carrying.

"Uh, girls, as much as I'd like to stand and talk, my magic is going to give out any second!" Twilight and Princess Cadance giggled, but helped Shining Armor unload his large stack of bags and boxes. As soon as they had finished, they all went to eat at the dining room table. Shining extricated the Zebra-food-takeout they had, and put it on the table.

"Alright girls, I don't know about you, but I'm starving. Lets eat!" They were all hungry, and sat down at the small table to dig in.

~-~

Eight empty takeout boxes and three very sleepy, but satisfied ponies later, It was decided to go to bed. Twilight had a meeting with the princess tomorrow, and Cadance wanted to visit some old Canterlot friends. They wished each other goodnight, and went upstairs to their rooms.

~-~

Twilight eagerly trotted up the steps of the Canterlot palace, right up to the guards stationed at the gate. They immediately recognized the Princesses' protegee, and opened the gates. Twilight thanked them and continued down the road. She was right on time, as usual, and the Princess was ready to see her. She walked through the large wooden doors, and into the throne room, to greet the waiting Celestia.

"My student! Greetings. On time, I see. Nothing out of the ordinary there." Said the ruler. Twilight rushed forward to the throne that Celestia was sitting on.

"Oh princess, I missed you! how have you been doing?" Twlight said.

"I am well, thank you Twilight. I know how you like to get right to the point, so I shall do so. You still enjoy Equestrian History, correct?"

Twilight nodded eagerly. "Oh yes, Princess! Very much!"

Celestia giggled. "Well, it seems I have remembered a large vault full of just that. It is a different type of history, however, as it is made up of Memory Orbs."

Twilight's eyes widened. "But princess, those are dangerous! They were outlawed in Equestria ages ago!" The princess smiled.

"I am aware of that, student of mine. I trust you will be very careful, and responsible with the Orbs."

"Oh yes, princess!" said a very exited Twilight. "Good." Celestia said. She turned to leave. "Come, Twilight. They are deep inside the mountain."

~-~

The pair stood before a very old looking door. Celestia levitated out her key, and unlocked it with a grinding click. The door swung open, revealing a dark passageway. "Do not fear, Twilight" Celestia reassured, and lit the passageway with her horn. torches became lit in the hall, revealing it to be well sized. The pair continued

Eventually they cane to another door, which Celestia also unlocked. This room did not need to be lit, as it was a crystal room. there were many shelves in the room, almost like a library. Only, instead of books, there were hundreds of hoof-sized colorful, glowing, swirling orbs. "Memory Orbs" Twilight whispered, in complete awe.

Celestia grinned, amused at seeing her student overwhelmed at the vast amount of personal history within the vault. "Enjoy yourself Twilight. I will be back at suppertime, when it is time to depart."

Twilight just mumbled "Okay"

After Celestia had left, Twilight regained her bearings, and ran over to the nearest rack of Orbs. She took a minute to remember the spell used to read said Orbs, and cast it on the first one she saw. Suddenly, the whole world shifted in a swirl of colors, and sounds. When her senses settled, she saw she was no longer in the crystal room, but out in a field. She could smell the grass, fell the breeze, and hear another pony yelling, "Oi! Carrot Hoof! It's time for lunch!" Suddenly, Twilight heard herself yell "One minute, Carrot Stalk! I'm coming! Her body started to run across the fields to a small shack. Twilight nearly panicked, because she couldn't control herself. Then she remembered that she was in a memory, and cast the spell to pull herself out. In another sensual "swirl" she was back in the crystal room. She looked at the orb she had just traveled inside.

"Carrot Family: Daily life, 2014 ACB. Donated by Carrot Hoof Carrot."

Twilight was amazed. That was nearly 1200 years old! Se eagerly ran over to another orb, with a label that said:

"Equestrian Army: The First Zebra War, 1823 ACB. Donated by Swift Wind Coudhanger"

Twilight wasted no time in eagerly casting the spell.

~-~

About fifty Orbs later, Twilight was laying on the ground, panting. She had just finished traveling inside "Royal Family: The Element Discoveries, 2135 ACB. Donated by Princess Celestia." Twilight was amazed. Celestia was only about 2000 years old, in this memory! It was right before Luna became nightmare moon, and it showed the discovery on the elements in a rural town. They seemed familiar, but Celestia couldn't put a hoof on it. Or wouldn't, Twilight couldn't tell. She sat up slowly, and crawled over to lay against the smooth, crystal wall. She was quite exhausted from casting the same spell over fifty times, but was immensely satisfied. She had witnessed wars with death tolls in the hundreds, witnessed the discovery of changelings in the badlands, and had even entered a memory donated by Starswirl the Bearded himself. Twilight set her head back against the wall.

click

A perfectly hidden button had been pressed, triggering a door to slide open behind her. Twilight squeaked, amost like Fluttershy, as she fell in through the doorway into another room. This room was covered in a generous layer of dust, and Twilight sneezed as she started to get up. Then, the room's contents caught her eye. More Orbs! She squealed in excitement and rushed over to one, the blew off the dust on the plating that identified the Orb.

"The Unicorn Tribe: The Windigo Cave, 136 BCB. Donated by Clover the Clever"

This blew Twilight away. This was a memory from thousands of years ago! BCB? Before Celestia's Birth! and it was from the legendary Clover the Clever! Twilight had to see more Orbs, but promised herself she would come back. She ran over to another Orb.

"The Pegasus Tribe: The Birth of Commander Hurricane, 172 BCB. Donated by Storm -Unknown-"

The birth of Commander hurricane!? That was insane! This room, the secret one, must have been created before Celestia was even born! Twilight suddenly, and very badly, wanted to know how far back these mysterious Orbs went. She ran down to the farthest edge of the farthest rack. she picked up a very old looking Orb, on a carved wooden stand. No ornate crystal stand and metal label for this one. It felt strange, like it was emanating wisdom.

Twilight wiped off the wooden label, getting a generous amount of dust on her hoof. now she could, just barely read the words on the old piece of likely preserved wood. She squinted.

"The Eldest: Beginings, -Unknown- BCB. Donated by CeeThirteen"

What? that label made no sense to Twilight. An unknown date? What kind of name was Ceethirteen? it sounded like a label, or number, not a name. Twilight knew this orb was the oldest, and likely unstable, but she prepared herself, built up the courage, and cast the spell.

The world collapsed into a swirl of colors and sounds.

II

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The first thing Twilight noticed about this memory was that it seemed different. To her, the other memories felt natural, and relaxing, even if the memory itself was very exciting. This memory felt cold, and synthetic, and unfamiliar. Even if it was pitch black.

That was the second thing twilight noticed. Everything was black. There was no stimulation whatsoever. Twilight thought the memory was broken, or had leaked out. But then, a strange sound started. It was fuzzy, but it sounded like a beeping noise. It was slow, and steady.

Beep. Beep. Beep.

It was slightly unnerving when the beeping started to pick up pace.

Beep, Beep, Beep.

Suddenly, an extremely blurred voice was heard. It sounded like it was far away, and fuzzy. It also sounded surprised. Then it stopped. This disappointed twilight. Maybe the dream was broken after all. But then, the voice returned, a,little cleared. It was talking to another voice. Twilight caught bits and pieces of the conversation.

"...teen....rly...xpec...read....ubjec..."

Okay, that word at the end really sounded like subject. The pony was quiet for a little. Then another voice spoke. As the two ponies conversed, the talk became clearer and clearer.

"It...she...an it"

Beep, Beep, Beep.

"Ap...logies, do..tor."

Beep, Beep, Beep.

"Give me........ Readings"

"Readings are looking nor.......ir"

"Good. Shott, pass me the ......eader"

"Yes, sir"

This was getting odder by the minute. What kind of ponies would talk like this? especially millennium ago! Twilight suddenly felt something very cold, like metal, across her chest. The body of Ceethirteen twitched.

"Dr Hammond, readings suggest some level consciousness will be achieved any second"

Now Twilight could hear clearly, but the world was still black. Ceethirteen's eyes must be closed.

"Good. Send a report to the others, and leave the premises, please. I would like to deal with this personally."

"Right away Dr. Hammond"

"Thank you, Miss Schott"

Twilight could feel Ceethirteen's eyelids struggling to open. Then, they jumped up, and Twilight could see. All that had changed, however, was that the black had changed to a blinding white, and there was a searing pain in her eyes. Ceethirteen slammed their eyes shut. Then, very slowly, opened them again. Now Twilight could see properly. She was in a white room, with odd dangling bright objects hanging down from the ceiling. The room was filled with great big, shiny, flashy machines. There was a tingling sensation in Ceethirteen's arms, and she looked down. She was lying down in a hospital bed. An unknown time in the past, presumably thousands of years before Celestia's birth had hospital beds. Only these were different. They had arms, like a chair, that had buttons on them. Twilight noticed that Ceethirteen's arms were covered in bandages, and the lover part of her body was covered by a sheet. She wondered why that was. Then Twilight heard one of the voices from earlier.

"So, you're finally awake." Ceethirteen jumped, and turned around to face a large fur deprived creature that was definitely not a pony. It wasn't any other type of creature she had seen in Equestria! The creature was sitting down in a black, poofy chair, and had its forehooves spit into many, smaller arms, almost like Spike's claws! It was wearing brown things coveing its hind legs, and a white lab coat. Ceethirteen couldn't see their hind hooves, as they were below the bed. Its muzzle was practically nonexistent, and it only had nostrils on it. The thing's mouth was below the tiny muzzle, and its eyes were far too small. It had a tuft of fur on its head, but it wasn't a mane, it grew in all the wrong places. It had more fur above its mouth and eyes. But when it spoke, it sounded so similar to a pony, it scared Twilight.

"Good afternoon. Your name is Subject C-13:Gamma 4, but I don't like that. I am going to call you Cee." That was odd. What kind of a name was C-13:A-4? Twilight "settled in" she wanted to watch the entire memory. Cee said nothing in return to the creature. Twilight realized it spoke Equestrian, albeit with a heavy accent. She couldn't quite tell what kind of accent it was. It spoke again.

"I'm Dr. Isaac Hammond. I was assigned to supervise your growth and eventually, consciousness."

Cee muttered "ness", eyes still locked on the creature's. Twilight noticed the deep, stallion-like voice, and stocky build, and concluded that it must be a male. Then Cee's stomach growled. When she looked down at the new noise, Twilight recognized that the limb ratio suggested that Cee was about five or six years old. The strange creature in the white coat laughed.

"I guess you're pretty hungry! How bout you get something else to eat than that mush you've been fed all your life" He reached over, and pressed a small, blue button next to a little panel with tiny holes in it. Then he put his mouth next to the panel and said "Nurse Shott, please bring come food in here. Protocol 12, please." a voice came from the panel, surprising Twilight.

"Yes, Dr. Hammond. Right away." the voice was clear, but tinny and distant. Twilight recognized it from earlier in the memory. The doctor turned back around to face Cee.

"You okay there? I've ordered some nice, soft eggs for you." Cee just echoed "Eggs". Dr. Hammond laughed.

"You're a quick learner, aren't you?" Just then, the door looking thing at the end of the bed opened, and another creature came in. its feet clopped when it walked, so Twilight figured that it must have hooves on its hind legs. The legs were built strangely, though. Cee opted to stare at the newcomer, instead of Dr. Hammond. It had a white tray in its many small arms, and she could see a yellow substance on it. it also had a cup of water on the tray. It set down the tray before speaking.

"Hello, there! I'm your nurse, Raven Schott. My, your eyes are big!" Twilight decided that this one was female, because of its body build and higher voice. again, it spoke like a pony, but with that strange accent again. The nurse spoke again.

"I bet you're pretty hungry, huh. Want some eggs?" She spoke in a soft, welcoming tone, similar to Dr. Hammond's. Cee craned her neck forward and sniffed. They smelled good! Cee leaned forward and took a bite. they tasted even better! Cee smiled. She liked these two creatures, and immediately latched on to Hammond, as a parent. She didn't know any better!

Cee dug into the eggs, while the nurse and doctor spoke. Twilight listened to every word. First was the nurse.

"All readings normal?"

"So far, yes."

"Okay, good. All the other Uni sub type specimens had died before this point." This was strange. Could Uni stand for unicorn?

"So we made it past that point? Excellent!"

"Yes, your other subjects A-13, B-13, and D-13 are well."

"Thank you. C-13 won't be able to stay awake for long, she's been in a coma for about six years."

"Noted. Would you like me to keep a tab on her?" The nurse pause to help Cee with the glass of water.

"Yes, that would help."

Cee had finished eating the eggs, and was quite full. Twilight curiosity had peaked. A-13, B-13, and D-13? Uni sub type?" The mystery continued to unfold. Cee was also getting sleepy. Twilight could feel it. The nurse spoke again.

"Looks like she's drifting off now. You should check on the other specimens. My guess is that this one won't come around until morning."

"Alright, Raven. Tell me if anything comes up." Cee's eyes had closed, but Twilight heard him leave the room, his hooves striking against the hard-sounding floor. The hooves sounded odd, though, like they were soft. The nurse said no more, letting Cee fall asleep. Then, everything was black, and the sounds eventually died, too.

Twilight was pulled into the familiar swirl of senses.

III

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Twilight was in a swirl of senses. A large array of noises, smells and sights had been mixed together for her to experience. Then, just as quickly as it had come on, the swirl stopped. Twilight was laying on her back, in the dust-filled room. however, she made no effort to move. Who was Dr. Hammond? Was he a god? A mortal? Who were the other subjects? Questions like these swirled around her head, but then she realized she hadn't casted the spell to remove herself from the memory. It must have finished. Twilight looked around the shelf. The Orb she had entered was sitting on the shelf, the first in a whole row of Orbs. It extended down to the end of the room, and every Orbs stand was wooden. Twilight was overwhelmed. They just had to be the rest of Cee's life! She couldn't wait to experience them all!

Twilight's stomach rumbled. She remembered that the Princess would retrieve her at suppertime. Twilight realized that Celestia had never mentioned history before the Hearths Warming Era, and she probably didn't know. Twilight was excited! She would compile all the history she found in the secret room, and surprise her mentor with it! but if it was going to be a surprise, she couldn't know!

Twilight ran out of the secret room, and felt around for the button, until she felt a section of the wall move in under her hoof. As the wall slid shut, Twilight made a mark on the shelf opposite the button, so she would be able to find it again. Twilight could hear hoofsteps echoing down the hallway. She ran over to the door to greet her mentor, right as the lock clicked. The door swung open to reveal not one, but both princesses! Twilight quickly recovered from her initial shock, and greeted them both.

"Hello, Princesses! I didn't expect you both to come!" Twilight blushed a little.

"That is alright, Twilight." said Celestia. "Luna has come to hear of your discoveries of Equestian History! She has been busy, and has not had a chance to catch up on the millennium she missed."

"Yes," said Luna. "I has hoping you could tell us over supper! Cadance and Shining armor will be attending."

Twilight agreed, eager to tell her brother and sister(in-law) about what she had seen. But Twilight wanted everypony to be surprised by her soon-to-be groundbreaking report, and decided not to tell anypony, until she was finished.

~-~

"-and so then, general Hoofingson ordered the charge, and the Griffons were overwhelmed! That's how we won the battle of Fillysburg!" Twilight had been telling everybody about the history she had learned The dinner had been long enough for her to tell most of the history from the thousand-year-period of Luna's absence. It had been a dreadful experience for Celestia, and the Royal Couple. Celestia had witnessed most of it, and Shining and Cadance were required to know it. Luna had been the only pony really paying attention so neither Luna nor Twilight really ate all that much. Twilight was about to begin another story when Shining quickly jumped to action.

"Well, looks like we're all full, and its late. We had better be getting home, Twily." Twilight hesitated, but decided it could wait another night. As she was heading out the door with Cadance, she could have sworn she heard the princess thanking shining. She shrugged it off, as she knew that her pre Hearth's Warming report would blow everypony away.

Twilight and the Royal Couple conversed about their day on the way home. Cadance told about how she had met Fleur de Lis and Fancy Pants, and Shining meeting up with some of his old Royal Guard buddies. Apparently, They had gone bowling, and when Cadance had hasked him how it was, he had merely commented "The bowling? yeah, it was, uh, great! We, uh, bowled a lot."

They got home rather quickly, it was close to the palace, as Twilight and Shining's parents had royal jobs. They all sat down on the big, soft couch that they had, and listened to Shining tell stories of his adventures in the Royal Guard. They were all tired, and eventually, Cadance fell asleep

"Shh.. Cady's asleep." Shining whispered. "Ill bring her upstairs. Goodnight, Twily."

Twilight smiled. "Goodnight, BBBFF."

A large cloud of magic enveloped the sleeping princess, and she was lifted off the couch. She snorted, and the two siblings giggled. Shining carried her up the stairs, and soon twilight was left alone, in the living room. She shortly got up and went to bed. After all, she had a big day tomorrow.

~-~

The next morning, Twilight slept in. As she didn't usually do this, and she decided it had to be from reading the Memory Orbs, and telling the history of a thousand years. As she came downstairs, she smelled a delicious breakfast coming from the kitchen. Shining and Cadance were making breakfast. It was Neighwegian pancakes, and maple syrup. They greeted Twilight warmly, and then the group sat down to eat. The pancakes were delicious, and they were gone within half an hour. when they were done, Cadance spoke.

"Twilight, I know how much you love to study, but can you come to the house early today? I wanted to spend time with you and Shiny, and we leave tomorrow afternoon. We don't know when we'll see you again!"

Shining nodded. "Yes, we would all be home around 3 o'clock, and then we could spend the afternoon having fun!" Twilight bit her lip. She was torn between spending time with her Big Brother, and discovering more of Cee's story. Eventually, she conceded.

"Alright," she said. "Ill be back at three." Cadance squealed in a very un-princess like manner, and enveloped Twilight in a hug. Soon, shining was swept into the fray, and they all giggled.

"I had better get going," Twilight commented. "I have to cram in as much as I can!" The royal couple let her go, and Twilight dashed out the door.

~-~

"Alright, Twilight. Here we are." Celestia opened the door, and allowed both herself and Twilight in. "I shall be back in the evening." Twilight blushed. "Actually, princess, could you come and get me at half past two? I was planning on spending time with my BBBFF and Cadance." Celestia grinned.

"Of course, Twilight. I shall come at half past two." Celestia left the room, locking the door behind her. For a minute, Twilight stared at all the Orbs in their wonder, and then shook it off. She had a job to do, after all.

She ran over to the wall with the button, and looked for the corresponding mark she had made the day before. After a little groping, she found the button, and pushed in. Part of the wall slid open, revealing the dust covered room. Twilight stepped inside.

The mare made her way over to the shelf full of the Orbs that documented Cee's story. She ran to the second one, and prepared herself.Twilight casted a spell to tell her when her time was up, then started casting the entering spell. She paused. She didn't know what lay inside, but she was about to find out. Twilight resumed the spell.

~-~

This time, after the sensual Swirl, there was no waking up. She was thrust into the white room, on the bed, into Cee's body. At the moment, Cee was eating from a bowl of oats. She had strange devices on her soft grey forelegs. On the right foreleg, the device was sticking out into a shape that resembled a spoon, only it was smaller, and modular. The other foreleg had a device on it, but nothing coming out. This led Twilight to believe that the tools could be retracted, allowing her to walk. The devices looked very mechanical, and advanced.

The door at the end of the bed opened, and Dr. Hammond entered. Twilight still couldn't tell what his hooves looked like, as they clacked on the floor. She felt Cee grow excited at the entrance of Isaac Hammond. She squealed in excitement, bringing the doctor to a laugh.

"Happy to see me?" he said, grinning.

"Yes!" was Cee's reply. Hammond grinned. Twilight was surprised. Given Cee's speech ability, she guessed it must be a few weeks after the first memory. Foals tended to learn fast. The doctor sat down in the chair next to the bed. He looked at Cee.

"Cee, have you been remembering to do your leg exercises, so you can walk?" Cee nodded fervently. "Good, remember how I said you would get a surprise if you did?" Again, Cee nodded. "Excellent! Do you know what the surprise is?" Cee started to nod, but then realized so and shook her head. "Fantastic! I get to tell you! Cee, you get to meet some friends!" Cee squealed in delight. She had read all about friends in her books, and was excited to have some of her own.

"Okay, Cee. Ready?" Cee nodded "Up we go!" said Hammond. He lifted Cee up off the bed and placed her on the floor. She wobbled, but stayed upright. The floor was made of white tile, and it was cold. Hammond stood up.

"Do you remember your exercises, Cee?" She nodded, and then started to wobble around. She bumped into Hammond's legs, pulling out another laugh. Hammond's feet were not hooves at all, but were oddly shaped shiny things. Twilight decided they must be some kind of foot, again, like Spike's. Except these had no toes. Cee turned around and headed towards the door, and the doctor opened it for her. She passed through, into a long, white hallway, lined with doors that had numbers and letters on them. Cee's room was at the end of the hallway. The door directly across from them was labeled "B-13" Twilight guessed that there were other "-13" subjects, and Cee was only "C-13".

The doctor turned down the hallway and they traveled down the nameless halls, for what felt like an eternity for Twilight. Finally, they arrived in front of a large pair of double doors. Maybe they just seemed large, because Cee was so short. Before opening the door, the doctor turned towards Cee.

"Ready?" he asked. Cee nodded.

They traveled through the doorway, Hammond pushing it open, revealing nurse Schott, and three other foals. Twilight counted a pegasus, an earth pony, and an Alicorn? What? Twilight had never seen this Alicorn before. He had a normal, green mane, and brown eyes, but Cee's attention was grabbed by Hammond.

"Cee," he said, "Meet subjects A-13, B-13, and D-13. They prefer their other names though, which are Eiy, the Terra subject," he gestured to the Earth pony filly. She had a reddish coat, and an orange mane. Terra? Twilight had never heard of earth ponies being called that. ", Beta, the Ventus subject." he pointer with his claw-arms to the pegasus colt. His mane was brown, and his coat was a slightly lighter shade of brown. Again, words Twilight didn't recognize. They sounded Draconic. "And Delta, the Ali Subject. Say hello, Cee."

Cee squeaked out a "Hello" from behind Hammond's legs. Then, nurse Schott produced a cardboard box.

"Alright," she said. "who wants to play chutes and ladders?" All four foals rushed forward, eager to play a new game.

Twilight felt her magical alarm, and quickly pulled herself from the spell, into the Swirl.

~-~

She found herself in the crystal room, and quickly ran out to reseal the door. After that was accomplished, and the wall slid closed with a click she ran over to the door, again just in time to hear the key scrape in the lock. Celestia entered, saw Twilight, and and greeted her.

"As you asked, Twilight, it is half an hour past two o'clock."

"Thank you, princess." The two exited the vault, Twilight bewildered. Questions had been answered, but new ones had arisen.

IV

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Twilight made her way out of Canterlot Palace, away from the vault of memories and its secrets. She dearly wanted to return to the hidden room, but she had made a promise to Cadence and Shining Armor to Return home at three. Celestia had offered a carriage there, but Twilight opted to walk. She needed fresh air, and some time to think. She walked out through the large gates, and out onto the streets of Canterlot. She had memorized these paths long ago, and muscle memory carried her home. But Twilight's mind was elsewhere. She was in the strange white place, with Cee and Dr. Hammond. She nearly bumped into another stallion

"Hey, miss! Watch where you're going! You might hurt someone!" Twilight blushed and apologized, and headed the last few blocks to her childhood home. She arrived, and politely tapped on the door. It clicked open, revealing Shining Armor.

"Hey, Twily! You're back! and a minute early!" he exclaimed, allowing her inside

"Yeah, I was thinking." Twilight said.

"Oh? about what?" queried Cadence, as the entered the room.. Twilight shrugged.

"Just some studies. Nothing to worry about." Her stomach grumbled, and she grinned. "Does anypony have something to eat around here?" Shining laughed.

'I'll go grab something for you. Cadence has something to show you, by the way." He left the room, to go get something for Twilight to eat.

"So," she said. "what do you have to show me?" Cadance levitated out an old, worn out box. Twilight gasped.

"Hooves and Ladders!" She said. It was an old game from when Cadance babysat her. Then she remembered the game from the memories. Twilight shrugged it off. It had to be a coincidence. Shining reentered the room.

"Here you go, Twily. Mac and Cheese." Twilight levitated the bowl over, and began to eat. Shining walked over to the pair and sat down.

"So, are we going to play?" he said, with a grin on his face.

~That Night~

"Arrgh! I cant believe it!" Cadence had won the game for the umpteenth time in a row, and was performing a victory dance while Twilight and her brother rolled around on the carpet.

"Hah!" exclaimed Cadence. "Wanna play again, losers?" She then remembered herself, blushed, and sat down.

"I mean, would you like to play another game with me?" Twilight and Shining laughed good-heartedly, and got up to play another round. Just then, a cloud of green smoke floated though the window that had been opened to allow the evening spring air in, curled above Twilight's head, and materialized with a pop. A scroll fell onto her snout. It had been sent from Spike. The trio sent in stunned silence. Then Shining spoke.

"What are you waiting for? Open it!" Twilight did so, to read the message.

Dear Twilight,
The other day, a new pony showed up in town. He said his name was Bay, nothing else. He is nice enough, but he always seems to know everything, even the things we don't tell him. The other day I was looking for the complete anatomy of the common mouse, when he came in, without a word, and told me he had found it. And he had! Rainbow said that he had surprised her on a cloud high in the air, and he's an earth pony! And no matter how we try to follow him, we can never find where he sleeps! I know this is rude and impolite, but he's starting to scare me. Worst of all, Pinkie Sense doesn't work with him! Please come home!

Spike

~A few days earlier~

Spike was cleaning the library. Twilight was going to be gone for the weekend, and nopony had been around to watch the library. He knew that Twilight would want him to keep the room clean. He was putting all the removed books back in order, and checking for any damaged and missing books. He was looking for a missing book, the complete anatomy of the common mouse, when the door opened. The entrance was signaled by the small bell over the door.

"Welcome to the Ponyville library, how may I help you?" Called spike, without looking over his shoulder. Another call answered him.

"I found the book." came the voice from behind him. Spike turned around to see a brown earth pony stallion standing near the doorway. His eyes were green, and they were wandering around the Ponyville library. At his feet was The Complete Anatomy of the Common Mouse. Spike was bewildered. He ran over to the stallion.

"Where did you find it?"

"Aww, now, don't be like that!" The strange pony held out his hoof. "I'm Bay. A pleasure to meet you, Spike."

"Now Spike was a little bit worried. "How did you know my name?" he said, as he shook the outheld hoof. But the pony was already on the other side of the library. Bay looked around around, found what he was looking for, and pulled it out of its place on the shelf.

"Aha! Here we go!" He sauntered over to Spike. "Would you check this out for me?" Spike complied, and doing so noticed the cover of the book. Equestrian History, Volume Collections 1-4. It was a heavy book, and spike hefted it up to the counter to be stamped. Then he realized something.

"Hey, you're new in town, aren't you?" He asked. For once, Bay gave him a straight answer.

"Yep! Just moved in!" Spike was glad at a scrap of relevance. He tried to make light conversation as he checked out the book.

"So you've met Pinkie Pie then?"

The stallion looked confused. "Pinkie pie? Never heard of her!" He walked over, and took the book. "Thanks!" was all he said as we walked out the door.

"Uhh, you're welcome?"

~-~

Bay was strolling down the street when a pink pony came bouncing down the road. The two passed, but Pinkie Pie turned around to greet the new pony.

"Hey mister! Good morning!" Bay turned around.

"Good morning to you too, miss!" Pinkie gasped. This was a new pony! But she would've known, because of Pinkie Sense, right? Maybe something was wrong? I have to throw the new pony a party! she thought. Pinkie then shot straight up in the air, and gasped. Bay only saw the last part, however. he shrugged it off and continued on his way.

~-~

The door to the Carousel Boutique opened, and a brown earth pony stallion entered, with a book in his mouth. Rarity was confused. She hadn't seen this pony around, so he must have been new in town.

"Welcome to the carousel boutique, how may I help you?" she said. The stallion gave he a "Hi" and payed her no more heed, waltzing right into the shop. Rarity decided that this must be a pony from a different part of Equestria with different traditions and customs. Ten minutes later, however, he had not bought anything.

"Um, Mr. ... ?"

"Bay" he replied. Rarity cleared her throat.

"Well, Mr. Bay, were you planning on buying anything?"

"Nope." was all he replied.

"What? Why not?"

"I haven't got any money."

"Well then, I'm afraid I must ask you to leave the boutique."

"Hmmm." Said Bay. He pondered for a minute. "May I speak to Sweetie Bell?"

"Oh!" Exclaimed Rarity. "So you've met Sweetie?

"No"

"Er, then how did you know her name?"

"I know your sister's name through skill, precision, and execution."

"How did you know she was my sister?" Asked Rarity, bewildered. Bay merely shrugged.

"Well, I must be off! Good afternoon! Say hello to Sweetie Bell for me!" Bay was out the door in a heartbeat. Rarity just stared, watching the door swing back and forth in his wake.

~-~

Rainbow Dash had had a long day clearing a freak storm from over the Everfree forest. She had also helped Applejack clear an old, dead apple tree. She had also delivered some books for Spike while Twilight was away. So she was exhausted. Dash had found a nice, soft cloud to sleep on, and had settled in for a nice long nap, before her meeting with the doctor.

"Boo!" Yelled Bay, as he sat on a nearby cloud and watched as Rainbow screamed and nearly fell off the cloud she was napping on. She was very angry when she scrambled back up onto her perch. Dash scowled at this new pony, who was holding his sides and laughing.

"What the hay, you! Why'd you do that! Why, I oughta knock you into..." Dash trailed off, staring at his perfectly brown, smooth, wingless, cutie-markless sides. Bay finally pulled himself together.

"Oh, man, *snicker* you shoulda seen the *giggle* look on your face!" Dash quickly shook off her confusion and flew up to him, so their noses were about an inch apart.

"Who are you? Why do you have no cutie mark? How'd you get up here as an earth pony? Did you have somepony carry you? Are you a spy?"

"Whoa, whoa, calm down! That's ridiculous! No one carried me up, and I'm Bay. I'm also almost late for my report! See ya!" Bay rolled off the cloud and plummeted down. Rainbow let out a "whoa!", and jumped down after him. But below, no one was falling, and in the small town below, life continued normally. Dash scanned the streets and saw a brown stallion walking into an alley. She rocketed towards him, yelling at him to stop and causing more than a few heads to turn. Bay turned into the alley, Rainbow only a few seconds behind. She flew into the alley, expecting to see Bay, but all she saw was a trash can and a soda bottle. She dashed over to the trash can and yanked it open, and was rewarded with trash and a smell strong enough to singe eyebrows. She replaced the lid and trotted away. It was almost time for her appointment.

~-~

"Sorry I took so long. Subject 4 was napping, and i had to take the opportunity. I love seeing these things confused."

"You have got to stop doing this, sergeant. It's quite close now, and you're goofing around. We don't even have half the quotas in and we're running out of time!"

"Yeah, yeah. Relax. I got a history textbook to skim and I'll have a summery in by monday. Don' worry 'bout it. Also, something we missed. All the creatures have these weird butt tattoos and its abnormal for an adult to have one."

"Well, its too late now. Also, you've been starting to talk in that weird accent they have."

"Oh god, I guess I am! I should probably get going, I have work to do. Sorry this was so short. Good luck, sis.

"Good Luck. Be careful."

~-~

Spike was cleaning up when Bay sauntered through the door. Without a word, trotted over to a table relatively clear of books and sat down, taking out his book and a cookie. He started to read. After a few minutes, he looked up at Spike.

"Hey kid, I got you something." Bay tossed over a comic book to the young dragon, who caught it, confused.

"Uh thanks, sir." Spike looked around nervously, and saw a flash of cyan at the window.

"So, Spike, when does Twilight Sparkle get back from Canterlot?" Spike was astonished. What did this stallion not know?"

"How did you know Twilight was in Canterlot?"

"Its amazing what eavesdropping and a little cunning can do for ya son. And tell Rainbow Dash that she can come in." Spike's eyes opened wide in surprise, and hesitated before walking over to the door, and shakily calling in Rainbow.

"Dash, he sees you! You can come in!" Sure enough, She landed in front of the doorway. She opened her mouth to speak as she entered the library, but Bay stopped her.

"Alright, Ma'am, why have you been following me all evening?"

"How'd you know I was following you? I was using my super sneaky ninja skills! Theres no way you could've seen me! And anyway, why should I tell you? Its not like you ever give anyone a straight answer anyway!"

"Its because you're suspicious of me, and there's probably a small grudge from me waking you up, too. Isn't it?" Dash was speechless. She just stared, with her mouth hanging open.

"Well, since I obviously can't get any work done here, I guess that i'll just have to go somewhere else. Goodnight." He was out the door before either Spike or Dash could react. After a few seconds, Dash shook her head, and sprinted out the door. Spike waited a few minutes, until Rainbow appeared in the doorway.

"Couldn't find him." Dash grumbled. "Hey Spike, can I crash here? I'm exhausted, and the night patrol has a storm scheduled. Its too dangerous to fly tired." Spike accepted, and Dash shuffled up the stairs to Twilight's room. Spike sat down with a quill and empty scroll to write a letter.

V

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Dear Spike,

I am sure that this Bay is probably just foreign, and is adjusting. I only have a few more days in Canterlot and I'm sure you'll be fine. If he really worries you, be on your guard. I trust you to judge him wisely. Please don't overreact. Send another letter if you feel this is really important.

With love,

Twilight

Twilight finished the last character on the letter, and put it in her saddle bags. She would have Celestia send it to Spike in a few minutes, but first she would have to bid Cadence and Shining Armor farewell. It was time for them to return to the Crystal Empire. Twilight got up from the small desk in her parent's house's study. Some grunting came from the doorway, and Twilight walked over to the young earth pony stallion struggling to move the royal couple's baggage from the front steps to the carriage waiting in the street. Soon after Twilight had finished helping the pony, Cadence and Shining appeared in the doorway. The alicorn walked over to Twilight and gave her a big hug.

"Oh, Twilight, I'm sad to leave you! I had such a fun weekend! Sadly, duty calls."

"Its all right, Cadence! I'm sure I'll see you soon enough." The two broke their pace and started heading to the carriage. A call from behind stopped them.

"Actually, Cadence, can we walk to the station? We have enough time, and I wanna see some Canterlot before going to the Empire." The two sisters-in-law agreed, and Twilight bid them goodbye on the doorstep. She wanted enough time to look at all the memory Orbs before going back to Ponyville. The group went their separate ways.

Twilight arrived at the palace within a few minutes. She walked through the ornate doors, right up to the throne room. She saw that Celestia was in a meeting, so she walked up to the assistant, near the door. Upon recognizing her, he gave her a package.

"From the Princess." He said. Twilight told him to give her letter to Celestia, and to tell her to send the letter to Spike. She took the package, which just so happened to be the key to the Memory Orb Room, and headed down the passages to her destination.

~

The old door slid open, and Twilight entered the dust-covered room. She walked over to the oldest shelf, with the mechanical-feeling orbs. She walked over to the next orb in Cee's story, and studied it. It was bigger than its fellows, and had, instead of bright white, blue and green, like its fellows, a red and black color washing over it. This fact only slightly deterred Twilight. she cast the spell, and was sucked into the Swirl.

When Twilight emerged, she realized she was looking through the eyes of a much older Cee. She was hunched over a fifth-grade level sheet of math problems, printed on an impossibly perfect sheet of parchment. It appeared she was focusing very hard. It was a frustrating scenario for Twilight, because she knew all the answers, and could not do anything her. Suddenly, there was a sound from her right, and an older looking Beta walked into the room.

"Hey, Cee. What's up?"

"Homework. I don't see why Dad says this is so important. Its annoying."

"I feel ya, sis. Just finished. By the way, the answer is 42."

"No it isn-" Cee looked at the paper.

"Thanks, Beta. Yes! Done!" Cee cheered. She placed the perfectly white piece of paper in a compartment in the desk, and retracted the strange yellow stick she was writing with into her foreleg device. It looked like it had been modified since Twilight last saw it, and she identified, among other things, a spoon, fork, and the yellow writing stick. Cee looked away from the device before Twilight could identify any more tools.

"So, Cee. Whaddaya wanna do?"

"I dunno. The Cryo Labs?"

"Nah. Dad said he was having an important meeting with some big shot inspector in there."

"The Ventus Atrium?"

"That's always where B-6 and her cronies hang out." With these strange names being mentioned by the second, Twilight was getting extremely confused.

"Where do you want to go, Beta?"

"I wanna go somewhere we've never seen before. Maybe cause trouble. Maybe..." Suddenly, the brown pegasus gained a loo of mischievous glee on is face. "The Outside?"

"I don't know, Beta. What if we get in trouble?"

"We won't! we're, like, the sneaky-est subjects I know!"

"Well, I have always wanted to go outside. But how? We can't just go through the lobby. We'll get caught!"

"Y'know how yesterday I said I found something super cool?"

"You found a conveniently placed emergency exit, didn't you."

"Aww! You ruined the surprise!" Beta was only a little put out by this. "Its behind the Atrium Humidifier Ducts."

"Well, then, what are we waiting for?" Twilight could tell that Cee was starting to become exited by the notion of an "Outside World"

"You," Beta replied. They set off down the hallway, conversing about what the Outside might be like.

"Maybe it'll be all green and nice."

"Nah," said Beta. "I bet it'll be like in The Last Survivors where it's all barren and rocky, with a permanent cloudy sky."

"I like mine better." Cee shot back.

"Mine's more likely." They crossed though a large doorway, into a tall room, of which the ceiling was made of a grubby Plexiglas skylight. The air was warm and damp, and the ground was soil and real grass. there were palm trees in here, and the walls were a comforting blue. Twilight was amazed, but Cee and Beta had obviously been here before. They immediately set off for the small door on the other side, but about halfway through they were stopped by a blue pegasus, and her pegasi friends. Twilight immediately recognized her for what she was. A bully.

"Hey, nerds. Where do you think you're going?"The bully sneered. Beta stepped forward.

"First of all, what's wrong with being a nerd? And second, B-6, I thought we were going to the other side of the Atrium, but apparently not." The dark blue pegasus' friends started to snicker, but were stopped by a killer glare from B-6.

"Well, well. Looks like stupid Beta has forgotten his place."

"I thought I was a nerd a second ago." B-6 snorted.

"That doesn't matter!"

"It does If you enjoy logic." Cee put in. B-6 snorted again, her cronies barely holding in their giggles.

"Fine. You nerds can go soak your head. I'm going to go do something worth my while." B-6 took off with her newfound power of flight and cruised to a nearby treetop. Her buddies followed.

"I thought we were stupid!" Beta called after her. He and Cee shared a giggle and continued on their way. soon enough they were at the door, on the other side of the large room. They approached the door, painted blue like the walls, and, after making sure nobody was looking, entered. Cee looked around the room. It was more cramped, and there was a row of big machines, humming and whirring. The walls were an ugly grey, and the lighting was poor. Beta started down the hall.

"It's Down here, Cee." They arrived at a very inconspicuous door.

"Ready?"

"I think so." Beta pushed open the door. Cee let out a gasp. They had a perfect view of the most magnificent sunset Twilight had ever seen. She walked outside, and felt the breeze on her face. It was nice and cool. Twilight realized that Cee had never felt a breeze in the cold, white hallways of the facility. Cee felt the crunch of gravel under her hooves. She turned back to look at Beta, who was wedging a moderately sized rock in between the door and the door frame.

"It's so that the door doesn't automatically lock behind us." Having seen that the door was not going to close anytime soon, he trooted over to join Cee. They sat down. The sun was just dipping toward the horizon. They sat in silence, watching the beautiful sunset, with its magnificent oranges, reds, yellows, and even a little purple.

An irritating sneer came from behind. "Later, loosers." Cee looked back just in time to B-6 kicking out the rock and closing the door.

"Wait!" Cee ran over, but it was too late. The door was smooth. It was impossible to get back in this door. Beta was ranting to himself.

"Nonononononononono! We're in such deep shit! Dad's gonna rip us a new one!" Cee turned to her brother.

"Its alright, Beta. We can just walk around until we find a door."

"The Rainbow Corporation Facility is huge! It'll take hours! Anything could happen! We could get attacked, or kidnapped, or, or...!" Beta was starting to hyperventilate.

"Beta, Beta! Remember what Delta said! Deep breaths!" She demonstrated. While Cee was looking at Beta, Twilight realized something. Beta had no cutie mark! he was well above the age of receiving it.

"In, and out. In, and out." Beta started to calm down, and eventually he was breathing normally. he sat on the ground, just staring at it.

"I'm sorry, Cee. This is all my fault." he started to tear up. Cee rushed to comfort him.

"Thats ridiculous! It's not all your fault! I agreed to come with you!" Cee giggled, and Beta cracked a smile. "Heh." They sat in silence, as the sun finally set. The sky was rapidly growing dark.

"I guess we better get going, huh?"

"Yeah."

~-~

Beta and Cee had been walking for almost an hour, and Cee was starting to get tired. Twilight could tell Beta was tired, too. He was struggling to hide it. Cee saw something in the distance, and got very excited.

"Look! Beta, look!" She shook beta and pointed with a hoof. "A road!"

"Huh?" Beta replied. Cee shot off, dashing toward the black strip of land. Beta was forced to pursue. Soon they came across the road, and a large parking lot.

"Duck!' Beta said.

"What?" Cee replied. Shen she saw. a creature (Twilight had decided to call them "Walkers") in a lab coat was exiting the large glass doors on the side of the building which Beta and Cee had been in the process of circumventing. The duo dashed into some nearby bushes, and spied on the walker. He walked over to an old, beat-up purple car and started fumbling at the handle. Much to Beta and Cee's surprise, another walker jumped out from behind the car. The filly and colt were too far away to hear the conversation, but they saw the first walker stick his arms up when the other walker pulled something out of his pocket. The first walker slowly reached into his coat and withdrew a small black object. He handed it to the other walker. The creature looked at it, for a moment, then thrust whatever he had at the first walker. Cee gasped when the thing doubled over and fell to the ground, as the walker ran to a nearby car, entered it, and sped off down the road. As soon as he was out of sight, the duo rushed out of sight and over to the creature, who was laying down near his car. he was shivering and gasping, and as Cee neared, she saw a large pool of liquid around him. Cee recognized this as blood. The two rolled him over so he was on his back. A small trail of blood ran out the corner of the strange creature's mouth. His eyes locked on Cee's, just in time for the light to fade from them. The man shuddered, and died.

Cee stared. She heard Beta running off, but didn't look after him. Her sight began to blur as she started to shake.

She kept staring.

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Twilight was staring at the wall when she came to her senses. There was a dark feeling in her heart. She knew what she had just witnessed. It was a murder. One hadn't been performed in Equestria for over a century! It was unthinkable. Were the walkers really such a violent race that they would kill each other for items? And yet, underneath these mysteries, there lied more. Twilight knew that the building Cee and Beta lived in was extremely advanced, but that couldn't be. It was thousands of years ago, and ponies were the most advanced, and therefore superior race, on the planet! Equus was even named after them! Celestia had guided them to this conclusion, and it was what had led ponies to conquer most of the continent, from the frozen north, to the scorched south. There were even talks of expeditions across the ocean to the Griffin Homelands. It was, frankly, impossible! Then why were the walkers so advanced? Twilight shook her head, and ruffled her feathers. She would have to just come back, tomorrow. Whe looked at the row of orbs, and realized she was just a half of the way through. Twilight was unsure if she could finish them within a few days. She had information at the back of her head, telling her there was a way to get more time, but she couldn't quite remember it. Twilight exited the secret room, and the Orb chamber all together, and began the long trip out of the palace.

~-~

The sky was slowly growing dimmer in Ponyville, as the last colors from the sunset bled under the horizon. A brown stallion trotted down the street, saddlebags across his back. He was walking home when he noticed a small orange filly saying goodbye to her friends. He stood off to the side, in a more shadowy corner, and observed the event. The so-called Cutie Mark Crusaders said their goodbyes, and one filly dashed off down the road, in the direction of the Boutique. The other ran down towards the apple farm. Scootaloo was left all alone, and started walking down the street. She scanned the area around her to make sure nobody was looking. Bay looked away, and when the filly was sure she was unnoticed, she walked into the alley. Bay continued down the street, passing the alley to see what Scootaloo was doing, but it took a sharp turn. Bay shrugged and continued.

The pegasi brought in storm clouds. Before long, the rain was coming down in torrents.

Bay thoroughly soaked, and was not happy about being caught in the storm, until he thought about the orange filly. He had a bad feeling about her. Bay decided to go back the way he had come.

Ponyville was a haphazardly planned town, and it took a little bit to find the correct alley. After locating it, Bay cautiously crept inside. The edges of the roofs offered a meager shelter from the rain, but it managed its way in. Bay turned the corner, and was surprised at what he saw.

Scootaloo was laying down inside a damp cardboard box, a thin blanket wrapped around her. She was shivering, with her eyes shut tight.

Bay walked over, and sat down next to her. When his rump hit the ground, Scootaloo's ears perked up, and her eyes flew open. She nearly screamed at the sight of Bay, but he put his hoof over her mouth.

"Shhhhhh, Scootaloo. Please don't scream. Bad things would happen. I'm not gonna hurt ya." Scootaloo relaxed. This pony didn't seem threatening. He slowly removed his hoof.

"Who are you?"

"Cuttin right to the chase, huh? Okay, then. I'm Bay.'

"Bay? You're that pony that Rainbow Dash was talking about! She said you got up onto a cloud, scared her, and fell down. You weren't even hurt, and she couldn't find you. I think she's been following you."

"Pfff. That's ridiculous. I'm an earth pony, I cant fly!" He paused to giggle. "Anyway, I uh, noticed your predicament, and that you're, y'know..." He trailed off. Scootaloo's ears dropped.

"Promise not to tell anyone? It'd be really embarrassing. You know, that I sleep in a cardboard box."

"Hey, kid. I was homeless too, once. Don't worry, I know all about it."

"When were you homeless?"

"That's beside the point. What I'm trying to say is that you looked a little cold. You could get pneumonia or a different nasty disease. It't not safe out here."

"I don't really have a choice, now do I?" Scootaloo commented, bitterly.

"I know. I was going to offer if you wanted to come back to my home? I won't force ya. It's your choice."

"Where do you live?"

"A hole in the ground." This stallion really wasn't too keen on giving straight answers, was he, thought Scootaloo. She considered her options. Freeze, or take a chance with the mystery stallion. Scootaloo's sneeze made her decision for her.

"I was always told to not trust strangers, but I really don't want to freeze. A hole in the ground is better than nothing."

"Oh, don't worry. It's a shiny hole in the ground." Scootaloo smirked at this. She got up, her knees sore from a long day of crusading, and followed Bay.

~

Right as the pair left the alley, a certain rainbow-maned mare was putting the finishing touches on the storm she had helped create. Her eye wandered, and she spied a familiar orange pegasus filly. Following a familiar brown stallion. Rainbow's heart nearly stopped. She was so not comfortable having Scoots with a stallion like Bay. A thousand horrible images flashed though her mind. She shook her head to clear it, but upon finishing so, saw that Bay was all the way down the street. He turned around the corner, Scootaloo close behind. Dash flew as fast as she could towards the corner, but all the saw was a purple tail disappearing into an alley. She flew over to it as fast as she could manage.

It was empty. A dead end. Not even a trash can for her to sniff, this time. Dash nearly screamed in frustration, fear, and anger. Bay had escaped her once again. And no less, with Scootaloo! This was foalnapping! Rainbow pivoted on a bit and flew straight back the way she came. She needed help.

~

"Cooooooool!" Scootaloo was staring in awe at the shiny, metallic room she was in. She heard the nicest stallion in the world behind her.

"It is. I like it. I'm very familiar with this room. You have no idea." Scootaloo looked around. The room was shaped like a large egg on its side. At the narrower end, there was a chair, with a desk-like thing with that had all sorts of buttons and switches that were just screaming to be pressed. near the other end, there were four beds in the walls, near a door. There were shelves, too, everywhere. They were covered with small bits and pieces on the shelves. Scootaloo walked over, and looked at them, with a warning of "Don't touch." from Bay.

She saw many things that she had never seen before, like liquids and old books, and even a small skull. She didn't want to know what from.

"Listen, kid," came a voice from behind her. She turned around. "You must be pretty tired." He said. At this, Scootaloo let out a yawn, giggling.

"I thought so. You can look at these in the morning, but I suggest you go to bed."

"But I'm all wet!" Suddenly, an amazingly soft towel wrapped around her. She looked up at Bay, who smiled. It was an understanding, comforting smile.

"There. Dry off, and get into the bed. You've got a long day ahead of you. My sister's coming to visit tomorrow, you know." Bay showed no signs of fatigue. "I think you'll like it. I have to go for a while, but I should be back by the time you wake up. But before you fall asleep on that bed, listen to me." Scootaloo looked at his emotionless face. "You must never, ever tell anyone where this is. You have to promise." Scootaloo began to mime a pinkie promise.

"Don't worry, mister! I know how to keep a Pinkie Promise!"

"No", he sternly said. "Not a Pinkie Promise. Repeat after me. 'Cross my heat, and hope to die, stick a needle in my eye.'" Scootaloo nervously repeated the grim phrase. When she was finished, he lost the stern look, and it was replaced by a much kinder, comforting look.

"I'm sorry, Scootaloo. I didn't mean to scare you. Honest. G'night."

"You can call me Scoots, mister."

"Alright, then."

With that, he walked through the door at the near end of the room. Scootaloo was feeling awfully tired. She shuffled over to a bed, and, after a good rub-down, she shed the towel and climbed into the bed.

It was the most soft thing she had ever felt. It nearly swallowed her up, shifting to fit her body. She was asleep within minutes.

~-~

"Right there! They walked into that gravelly alley right there!" A flustered Rainbow Dash waved her hoof at the spot where Scootaloo had been foalnapped. Luna's Moon shown brightly, casting deep shadows across the road. Applejack and Pinkie Pie exchanged glances, the latter giggling.

"Rainbow Dash, silly! There's nothing there!"

"Dash, are ya sure they disapeared here? That ya ahren't just imagining it?"

"No!" Rainbow yelled. "Arrrgh! Can't you see? They're underground! Why do you think I had you bring shovels?" Applejack and Pinkie exchanged another glance.

"Ohhhh..." Applejack yawned.

"Listen, sugarcube I'm sure that whatever's down there isn't gonna move 'till mornin''" She gestured with her hoof at the ground. "So hows' about we go home and get some rest."

"I agree with AJ. I still haven't finished preparing parties for that family!" Rainbow dash glared daggers at the two."

"Fine! See if I care! I'm sure a foalnapping is no big deal!" She spun around and turned her back on the two, picking up her shovel. She started to dig. Applejack just shrugged, and headed back to the farm. Pinkie Pie shivered.

"Brrr! I don't like this place! It seems so..." Her mane deflated, just a little bit. "Unpredictable." She trotted off. Rainbow continued to dig into the ground, each shovelful making her more and more tired.

Thunk

Rainbow's Shovel hit something hard. Her eyes shot open. AS she looked into the hull, she saw a glimpse of metal. She grinned. She had done it! Her sense of accomplishment made her feel really, really tired.

"I'll just," *yawn* "take a little nap." She murmured to herself, as her eyes droopily closed.

~-~

Rainbow Dash's eyes shot open. She was looking up an a bright pink sky, with streaks of yellow. She contemplated on how beautiful it was. Then she remembered. Rainbow rolled over, looking at the ground.

A face full of dirt stared back at her.

Dash started to hyperventilate. "No, no no! No, Squirt! How could I let him take you! I should have known better! Nooooo! Why-y-y!"

"Why what? Are you okay, Rainbow Dash?"

Rainbow looked over, and standing next to her was a small orange filly.

"Scoots! I thought I had lost you! Oh, I'm so glad you're safe!" She pulled the purple-maned filly into a hug.

"Why would you have lost me?"

"Well, that horrible stallion took you!" Suddenly, Rainbow got a very stern look on her face.

"Scootaloo, where did he take you?"

"Uh, Dash, I don't think he would like it if I told you! I promised not to!" Dash pressed her snout against Scootaloo's, staring into her eyes with a look of anger.

"Scootaloo. Tell. Me. Where. He. Lives." Scootaloo's eyes started to tear up.

"Dash, don't make me do this!" Scootaloo started to cry.

"Tell me!" Rainbow yelled. "Tell me right now!" Scootaloo was crying openly now.

"His house moves! It moves! It's under the alley next to Sugarcube Corner!" Rainbow's face gained a look of triumph, and she grabbed Scootaloo.

"Come on, Scootaloo. We have to find the others."

~-~

Rainbow Dash faced five of her friends, with Scootaloo cowering behind Fluttershy. It hurt to see Scoots afraid, but she knew it was for her own good. The six ponies stood in front of an alleyway, cutting it off. Applejack, Pinkie Pie, and Rarity all had looks of anger on their faces, brought about by the prospect of a foal getting tricked into staying the night with a stranger, one that, by Dash's account was sinister and biding his time. Pinkie Pie's hair was disturbingly straight.

"Friends, I have brought us here today to take down the evil Bay," she sneered "to protect the foals of Ponyville! He will come out of his magic house soon, and then we will bring him to the police!"

"Um, Rainbow Dash, if you don't mind, that is..." She trailed off.

"Yeah, Flutters? Speak up!"

"What if he doesn't want to come with us?" She squeaked. Rainbow Dash snorted.

"He cant resist us! We're the Elements of Harmony! Well, Twi isn't here, but I'm sure she would support us if she was!"

"Um, okay, if you say so..." The yellow pegasus hid behind her pink mane.

"Don't worry, 'shy. It'll be fine once we stop this guy!" it only took a few minutes longer for the ground to groan, and a hats open. Two brown hooves appeared, and a familiar brown earth pony hoisted himself up onto the ground. He stood up, dusted himself off, and looked straight at Scootaloo.

"I'm very disappointed in you, Scootaloo." Scootaloo began to bawl.

"I don't wanna die! Please, Bay! I'm so sorry!" Bay walked up to Scootaloo, shoving past some very surprised ponies.

"Dont worry, kid. It'll be fine. It's just an old saying. I'm sorry I scared you."

"You didn't scare me," Scootaloo sniffled. "She did." She pointed a shaky hoof at Rainbow.

"It was for your own good!" Rainbow Dash growled, while Fluttershy flew over to Scootaloo, and picked her up, hovering over Bay.

"You won't hurt Scootaloo and lie to her again, mister, scaring her like that! You're mean!" Bay gave her a soft smile.

"Thanks, miss. I don't want her to get hurt. Your friends are very stubborn, you know." He kept calm. Rainbow flew up to Bay, pressing their snouts together. Bay gave her an amused smile.

"You keep your trap shut, you!" Bay smiled some more and casually pushed Rainbow away from himself.

'Don't touch me!" Rainbow yelled, slapping his hoof away. "I'm an Element of harmony! It's time you learned your place!"

Suddenly, Bay's eyes lost their casual look. They flew open, and his pupils shrunk to pinpricks. He started to shake, then opened his mouth and screamed.

It was bloodcurdling, causing every one of the ponies to cringe and cover their ears. Some passing ponies stopped to watch the spectacle.

Bay was standing on his hind legs and flinging his hooves around, now, yelling "Get away form me!" over and over. Dash backed up, putting up a hoof.

"Whoa, take it eas-" Bay grabbed the lifted hoof and twisted it around, causing a grisly crack to come from Dash's shoulder. She hollered, causing Applejack to jump into the fray. Bay dropped Dash, who rolled shakily on the ground in pain, causing Fluttershy to give Scootaloo to Rarity and rush forward. Rainbow's foreleg was turned nearly all the way around.

"Stop right there, mister! Yall better stand down!" Bay spun around to face her, and lifted her up with a hoof, throwing her to the ground and knocking the wind out of her. He slowly turned back to Dash, only to find a pair of teal eyes staring into his own, barely an inch away.

"You are going to stop, and apologize to everyone here, then turn your self in! Do you hear me? " Bay stopped, relaxing, Then, tensing up again, he softly whispered a dark warning to her.

"You have to get away from me." He then hefted up Fluttershy with two hooves, and threw her down the street, causing a collective gasp from everyone around.

"Nopony hurts Fluttershy. Nopony."

Bay turned on a bit to face Rainbow, hovering in the air and favoring her foreleg. "Nopony!" She yelled, Flying towards his head with her good hoof as fast as she could. Bay growled and lifted a hoof. It slid open, revealing a shiny interior. Two small metal cylinders extended, an orange glow behind him. Rainbow Dash flew faster.

Boom.

The mysterious stallion's hoof shot forward, at an unnatural speed, creating a sonic rainboom that rattled the town, into the oncoming gut of Rainbow Dash. Everyone cringed as the sickening crunch rang out, accompanied by a fountain of blood. The sight caused Bay to flinch, and visibly relax.

"No, no, no, shit, shit, shit shit!" He swore. "Crap!" he turned to face the ponies staring at him in awe and anger, the latter quickly growing.

"He killed Rainbow Dash! Get him!" an unnamed voice shouted from the crowd. A roar arose from the equines, who thundered toward Bay, and the near-corpse on the ground struggling for breath. He scooped her up, and grabbed the speechless Scootaloo on the way to the still open hatch in the ground.

"Sorry, kid." He tossed the filly down to the bottom of the hatch, and climbed down, employing strange metal claws in his forehoof to assist him, he climbed down just for enough for the hatch to close, and with a rattling clang they were sealed inside. Angry hooves beat on the top of the dwelling, angry shouts filtering down through the dirt. Scootaloo ran over to Rainbow, who had passed out, shallow breathing getting weaker by the second. She stayed her distance. The stallion hoisted Dash up onto a free metal table, and shook his hooves, easily standing on his hind legs, and began the grisly work of saving a life he himself had nearly ended. The near silence stretched on for what felt like hours, Scootaloo sitting numbly on one of the beds, the sound of Bay's "work" and the thumps of hooves from above being replaced my metal clangs as they tried to work their way in. Eventually, Bay sighed, and fell back onto his forehooves, the strange devices gone. Dash was laying on the table, her breaths getting stronger. She was covered from head to hoof in her own blood, a good amount of which stayed on Bay's forehooves. He then scooped her up, and laid her on the cot opposite Scootaloo. Bay slumped down to the floor.

"I'm sorry you had to see that."

"Me too." The trio remained in silence, the clangs dominating the air.

"Will they ever get in?"

"Unless they have mini thermonuclear explosives, no."

"Can't they just teleport in?"

"Nah, its got a MaEMS sheild."

"Whats a mems?"

"M-a-E-M-S. Stands for Material and Energetic Manipulation System. It's an acronym."

"Sounds like a fancy name for magic."

"Its not magic. At least, by my definition."

"Oh." She sat on the bed,listening to Dash's steady breathing.

"Why'd you bring her in here?"

"She would have been dead by the time she got to a hospital."

"Why'd you bring me?"

"You could have been trampled by the mob." A faint boom sounded and the room shook.

"Great, now they're trying to blow it open." They sat some more.

"Hey, Bay, how did you not come under the control of the stare?"

"A long, mathematical equation, I'm sure. Let's just say I'm not from around here."

"Where are you from?"

"I'm sorry, I can't tell you that." He gave her a weak smile. More awkward silence.

"Listen, kid. I'm going to go to bed, but I'm gonna move the ship. Be careful, you might fall. I'll see you in the morning. And again, I'm sorry." He disappeared through the doorway, and before long, the room shook, and started to shift. Surprised shouts came from outside, as it left the alley. They faded to silence. In a short while, it came to a stop, and the light flickered to a low glow. Scootaloo laid down on the bed, which didn't seem nearly as soft, and closed her eyes.

VII

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The secret door, built into the underground walls of the Orb room slid open at the command of a purple hoof. Twilight Sparkle paused, and then trotted straight over to where Cee's Orbs were. There they sat, waiting, having been forgotten for an unthinkable amount of time. These had been here since before Celestia was born.

Twilight had marked her place in the row of cold felling Orbs, and now she studied the next one. The label was so heavily covered with dust, when she wiped it off, Twilight felt a disturbing wetness. She looked at the label.

"The Eldest: Beginnings, -Unknown- BCB. Donated by ////////"

The last part of the label had been scratched out, which sent Twilight's curiosity through the roof. The Orb looked so tempting, with its white and grey colors, and a small amount of black. She licked her lips, and cast the spell.

~-~

The recorder of the memory walked down the halls of what Twilight now knew was the Rainbow Corporation. They stopped at a smooth white door, with the letters C: 13 stamped on a metal plate attached to the door. Twilight’s "host" reached out with a brown hoof to open the door, which was unnaturally tall. It wasn't as tall as when Cee was a filly, though.

Wait, a brown hoof?

The brown pony nudged the door open, to reveal a familiar room, only now it had drawings plastered all over its walls. They were actually quite detailed. The host pony was just tall enough to see over the edge of the bed occupying the room.

"Hey, Cee."

The pony spoke in a voice she recognized as Beta's, but now it was noticeably deeper. Beta looked at the pony lying in bed, a soft grey filly with a ruffled white and grey mane. Her eyes were startlingly green. She must have been nearly an adult, for she was showing signs Twilight recognized as equestrian puberty.

"Hey." The one word answer spoke volumes. Cee was depressed, from the tone of her voice. It sounded like she had just... given up on life.

"Cee you have got to get out more! It’s been, like, six mon-"

"Don't. Remind me."

"Okay, I won't, but can I at least talk to you? I haven't seen you in a week. You're my sister, for god's sake!" Hmm. "god"? Twilight wondered which one. Tirek? Sachiron? Forerunner?

"..."

"C'mon, sis."

"Ffffine." Bay trotted over to the bed and climbed up.

"I like what you've done with the place. The drawings are really good, considering you don't have hands."

"..."

"That was a compliment, y'know."

"I'm aware."

"Well, someone's chipper today." Cee grinned a little, and quickly hid it.

"Shut up."

'Whatever. Anyway, did you hear?"

"About what?"

"Dad and the others are going to make a "new" type of equine. They're gonna grow and mature about twice as fast as we do."

"Wow, really? What for?"

"I wasn't paying attention when dad told me. Somethin' about assimilation into society? I dunno."

"Talk about weird."

"Yeah." They sat in silence.

"I'm training to become a doctor."

"Really?" Cee looked astonished.

"Yeah. Training starts tomorrow. I have to go to another facility." He paused. "I came to say goodbye."

"What? How long are you gonna be there? You can't leave!"

"Four months. I'm sorry, Cee." He jumped down from the bed. "I gotta go. Please tell me you'll draw more, and leave this room. I'm gonna send in Eiy to keep you company." He paused again. "G-goodbye, Cee."

"No! Beta!" He was already out the door. Outside, a rust-red earth pony stood.

"Go on in, Eiy."

"Okay, Beta. Goodbye."

"Goodbye." Twilight felt a tugging. It started to get harder and harder, until a sensory swirl was forced into the vision. First she was seeing the grey and white hallways of the Rainbow Corp. and then...

~-~

She was staring straight into the eyes of Princess Luna.

"Good, you're conscious. Listen, Twilight I-"

"Princess Luna!" Twilight hurried to bow, her blush at being discovered raging. "How did you know I was in here?"

"I figured you found this room."

"Oh! So you and Celestia know!"

"No, Twilight, just me." You and I are the only ponies who know of this room."

"Wait, Celestia doesn't know? Why don't you tell her?"

"Celestia is, well, not exactly the same pony she is for the public."

"What? What do you mean?"

"Something is wrong with her, Twilight. She's different than she was one thousand years ago. I fear the worst. If she found out the technology in these Orbs existed, she would deplete every Equestrian resource trying to find or recreate them. I believe the legends got to her. She believes herself to be a true goddess."

"But-"

"Twilight, I woke you up for a reason." She levitated out a smooth blue bag with her cutie mark on it. She quickly walked down the remaining Orbs, choosing a few. When Luna finished, she handed the bag to Twilight.

"Listen to me, Twilight. This is an emergency. The most important Orbs are in this bag. Do not let my sister know."

"Y-yes, princess. W-whats the emergency?" With a flash, Twilight found herself at the edge of the balcony, looking out into the evening sky.

Ponyville was burning.

"Twilight. An extremely powerful being has emerged from the dark shadows of the past. She is a legend, Twilight. Have you ever heard of De'elt'a?" Twilight gasped.

"You can't possibly mean-"

"I can. Twilight, you must discover why she is here, and use the elements to stop her. And we have to be careful, Twilight. De'elt'a is more powerful than either my sister or I have ever seen."

"What?!"

"She has the power of the Ancients. She knows of the Codex."

"She knows the magic of the Ancients? That must mean... She's an Immortal, isn't she?"

"Not just an immortal. De'elt'a is the first Alicorn."

~earlier~

"Rainbow Dash!" Applejack was standing above where they thought Bay's Machine-creature was. Sweat poured down her brow, from sprinting here and worrying for Rainbow and Scootaloo, who had both been taken from them by the evil and twisted Bay.

"Rainbow Dash! Can yah hear me?"

She pounded the ground with her strong hooves.

"Scootaloo?" She yelled. A light voice came from behind her.

"Um, hello? Can you tell me what's going on?" Applejack turned around to face the voice and its owner, an aquamarine pegasus mare with a green mane and deep brown eyes. The eyes. The eyes scared the farm pony, in a way she never had been.

"We're, uh, lookin' fer that no-good son of a seagull Bay. He stole Scootaloo, an' Rainbow Dash." The mare suddenly gained a stone cold look, a disturbing contrast to the soft smile she had had.

"Can you say that name again?"

"Uh, Rainbow Dash?" Applejack nervously replied.

"The first name." When she spoke the word 'first', it sounded like her voice almost... separated.

"B-bay?" Stuttered Applejack meekly.

"YOU'RE TRYING TO HURT HIM? The mare spoke with an impossibly loud voice. It sounded like many voices, all filled with anger.

"HOW DARE YOU!" She reared up, and when she did, her body tripled in size. She grew a large horn, and her eyes turned to a glowing white. She stomped on the ground, sending shock waves through Ponyville. Applejack gave a wordless yell and ran.

What to do, what do? She thought as she ran, behind her, the alicorn raged, sending tremors through the ground, Applejack saw a house collapse, and another catch fire.

"COME OUT, ORANGE ONE! TELL ME WHERE HE IS!" The yell echoed through the night sky, so loud Canterlot could probably hear it. Applejack ran behind a house to catch her breath.

COME OUT! Applejack clapped her hooves over her ears, but the voice was in her head. It started searching through her mind; causing Applejack to shut her eyes, roll around on the ground, and scream.

Fine then, don't. The voice said, in a much calmer, menacing tone. I'll just destroy this pathetic excuse of a tow-

Suddenly, the voice was pushed from her mind, and Applejack was given a calm quiet. She slowly cracked open her eyes to face the pure white pony looking back at her.

"Rise, Applejack." She quickly obliged, stuttering as she did so.

"P-princess Celestia! Thank Celestia yer here!" She than blushed, realizing what she said.

"It is alright, my little pony. But we must make haste, and find the elements. Twilight and Luna will be here shortly. All of us must be present to even hope to defeat her."

"Who is that, Princess?"

"Her name is De'elt'a. She is from a time long passed, since before the ancients." Applejack's gained a look of horror.

"But, ah..." She trailed off. "Wah is she here?"

"I am not sure, Applejack. We must find the other elements."

"That's the thing, princess. Rainbow was taken bah a stallion named Bay. We can't get tuh her, yer highness. She got trapped in an underground thingamajigger." She blushed again. "Sorry."

"Well, then, Applejack, we must find the others."

"Ah think Rarity went to the Boutique to watch Sweetie, Fluttershah went home, and Pinkie Pie... went off somewhere."

"I'm right here, silly!" Pinkie popped up from behind Celestia, startling her and Applejack.

"Well then, it looks like we only have to find Rarity and Fluttershy."

"Let’s go to the Boutique, princess. It's closer!" Pinkie Pie bubbled. A large flash of light shone, and Twilight and Luna stood in a bare patch of ground.

"Princess! I'm so glad you're alright! Luna told me what happened!" Twilight ran to Celestia and nuzzled her.

"And AJ! Pinkie! I'm glad you're okay!" She trotted over and hugged them. "Where are the others?"

"Rarity's at the Boutique, Fluttershy is with all ah her animals and Rainbow..." Applejack trailed off. "We aren't sure where she is."

"Oh no! That's horrible! What happened?"

"She got taken along with Scootaloo by a stallion named Bay!" Pinkie exclaimed. "He was a real meanie pants." She frowned. Her hair started to deflate. "And if he touches a hair on her head..."

"Its fine, Pinkie. I'm sure she's okay."

"He punched her in the gut with a hoof going fast enough to create a sonic rainboom. Twilight's ears dropped to her head.

"Well, let’s get Fluttershy and Rarity, first. It will be easier to find her with everyone here."

'We should split up." Said Pinkie, “Then we can meet back here!"

"Good idea, Pinkie.” replied Twilight. "I'll go get Fluttershy. Who wants to come with me?"

"Ah'll go." Applejack raised her hoof.

"As will I." Luna stepped forward.

"Pinkie Pie and I shall retrieve Rarity." Commented Celestia.

"Ooo! Ooo! I get to travel with the princess!" Said Pinkie, lightening the mood a little.

"Alright, everypony. Let’s go!" Exclaimed the violet unicorn.

~-~

Ten minutes later, everyone stood around the spot Dash and Scootaloo had last been seen. The hole in the ground was prominent.

"And when it moves, it shifts the dirt around it so it doesn't leave tunnels!" Applejack said. Twilight rubbed her chin.

"Hmm, a machine that travels underground quickly and leaves no magical resonance... By all means this should be impossible!

There’s nothing that could power something like that that didn't use magic!" Luna and Celestia looked at each other nervously

.

"Twilight, we can't find Rainbow. Maybe..." Applejack trailed off. "Maybe you should face the Alicorn with Celestia and Luna."

"It looks like that's how it'll have to be. Where is De'elt'a?"

"She was near the edge of town, by the orchard..." Applejack's eyes grew wide as she dawned on a realization. "Oh, no! Mah apples!" She yelled, and dashed off in the direction of Sweet Apple Acres.

"Wait! Applejack!" Twilight called, galloping after her. The rest of the group followed. Everyone noticed that there was a large pillar of smoke rising from the direction of the farm. They sped down the road, and came to terrified Applejack.

Half of the apple trees in Sweet Apple Acres were on fire.

"No..." Applejack's jaw hung at the sight. Standing on the roof of the barn was a smoky figure, an Alicorn.

"YES! CHALLENGE ME YOU WEAK FOOLS!"

"Do not destroy what my little ponies have worked for!" Celestia shouted, her voice amplified by magic.

"TRY AND STOP ME!" The laugh that followed was maniacal. Celestia's face gained a look no pony had ever seen her with before.

"Luna?" she said, calmly. "Aid me." and with that, she spread her wings and took off, flying through the air. Luna followed her. The five remaining ponies dashed towards the barn. Twilight cast a shield over herself and her friends, as protection from the poison gasses in the air. Everywhere they looked they saw the apple family's crop burning. Nobody in the group had a dry eye, and Applejack's tears rushed down her face as she galloped towards the barn. They looked up, and saw brilliant clashed of magic and force as the two most powerful rulers on the planet met their match. For every attack or defense, De'elt'a had a way to defend or circumvent it. It was like watching a nightmare.

"Whoa!" Twilight yelled as part of the ground opened up right in front of her, and she skid to a halt. The rest of the group did the same. A brown earth pony climbed out of the hole, and shut it with a hoof and a clang. He turned around just in time to see a blur of orange rushing at him. Applejack bucked him with all her might, which was enough to splinter an old apple tree. Bay flew backwards, sliding across the dusty ground. He lay there, motionless, as the group stared.

"Would you please not do that? I have much more important things to attend to than an angry country pony." he stood up, shakily, as applejack stared at him with an open mouth. That buck should have killed him. The orange pony shook off her surprise.

"No. You've ruined mah life and destroyed mah family's farm. We're ruined. you can deal with this right now." She anger in her voice made the other ponies cringe and step back. Bay looked at her calmly.

"No, I can't. Now leave me alone." He turned and ran towards the barn. Twilight noticed he had nothing protecting him from the smoke and ash.

~-~

Luna was worried. She felt actual, real fear, because not even the combined might of her and her sister's power could not even scratch their opponent, while she was covered in bruises and cuts. Celestia fared no better. The battle raged on. Nobody noticed the shadow slowly creeping over them, as it was hard to distinguish from the smoke that choked the sky.

"Wait! Stop!" a voice rang out and all three beings looked down at the small, brown earth pony looking up at them. De'elt'a's eyes slowly lost their white glow, and she maneuvered down to the strange person. Luna wasn't sure if it was a pony.

"B-bay?" The ancient Alicorn uttered. Bay smiled up at her.

"Yes, Delta, It's me." De'elt'a's eyes grew damp, and the two embraced.

"It's so good to see you! I thought they were hurting you!"

"They can’t hurt me. I'm not really here. This is a drone I's controlling from the Spirit of Hope! It’s great to see you too." the duo separated. And gained worried looks. Together, they looked up at the sky, prompting the rest of the ponies to follow their lead. The sky was blotted out, but not by smoke.

"Oh, shit, I totally forgot." Said Bay. He looked at Celestia, whose mouth hung open.

"Celestia?" he called and she looked over at him. "There are some very important people who want to meet you."

VIII

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Scootaloo sat at the bottom of the ladder, and watched a brown stallion open the hatch at the top. Through the portal, she could see nothing but fire, smoke, and the occasional flashes of magic. Bay climbed out, and looked down into the hole, giving Scootaloo a weak smile before closing the hatch. And leaving her with only the artificial lights and Rainbow Dash's gentle breathing.

She wasn't sure how long she had been down in the Machine. She had slept twice, so she assumed three days had passed but the strange dials and lights had no recognizable clock hidden among them. Scootaloo often looked over the controls of the Machine, but had no way of telling how they worked.

Bay didn’t keep much reading material, the only books he had was a big history book. It was something only a dedicated researcher like twilight would use, as it had over a thousand pages, and even then it skimmed some bits of history. Most wars weren't described in detail, as well as any rulers or leaders before Luna and Celestia's time. There was a chapter devoted to the Princess of the Night, and six devoted to her sister. Normally, Scootaloo wouldn’t even consider thinking about history or big textbooks but the complete absence of any activity pushed her to open it. She discovered that Bay had marked multiple parts of the textbook, and there were some notes next to the book written on excessively smooth paper, unlike any Scootaloo had ever seen.

The parts that bay had marked were extremely confusing, as they was only about ancient history and modern culture. The notes were written in a strange, minimalist version of Equestrian letters, but still used the same grammar and words. She read a few, but they were mostly babble about Celestia and cutie marks and ‘social control', whatever that was. There was quite a bit written about the Elements of Harmony, but he talked about them as if they were a weapon or something. At least, that’s what Scootaloo thought. Everything about the Machine made her doubt that Bay was even a pony more and more. The one part of the Machine she hadn't explored was the back, and the mysterious door Bay had passed into each night.

Suddenly, she realized that she couldn't hear Dash's breathing. She spun around, and saw Rainbow Dash sitting up in her bed, looking around, confused and bewildered. She looked at Scootaloo, and her eyed widened.

"Scoots... You're okay!" she croaked. Dash tried to get off the bed, but Scootaloo ran over.

"No! Don’t get out of bed! Bay said that your in-ter-nul organs could rup... rupt... break if you move too fast." At the mention of Bay's name, Dash's expression sullied.

"Where is that bucker?! I'll kick him into tomo-" She hunched over, clutching her stomach. Rainbow realized that her entire abdomen, from her shoulders down to her hips was covered in shiny bandages that had once been white. Over in the corner was a pile of similar strips of cloth, though they looked much soggier. She felt something cold inside the bandages, almost like metal. Rainbow fought the urge to vomit.

"Scoots? Did y-" she stopped to cough. "Did you do this?"

"Me? Oh I could never do this! Bay did." Rainbow gave her a strange look.

"You sure, squirt? It wasn't anypony else?"

"Yeah. You were on that table over there," she gestured with a hoof. "He spent like six hours hunched over you with these weird glowy thingies sticking out of his hooves. And there was blood. And guts. And other stuff. Do you think he's a cyborg?" Rainbow Dash didn't answer. She was staring at the table Scootaloo had pointed at. It was a shiny metal, and had a thin, industrial design. It was covered in blood. There were small bits of red flesh speckled on the table. Scootaloo saw Dash's expression, and wordlessly pointed at the small, shiny trashcan in the corner. Rainbow hurried over and wretched into it.

When she was finished, she looked at the contents of her stomach. It was mostly red-tinged bile. To her great surprise, the bottom of the trash bin opened up and swallowed the bile, closing up again looking shiny and clean. She frowned.

"Oh so the trashcan can clean itself, but the table can't? What kind of creepy-looking futuristic machines are these?" Scootaloo was about to answer when three pings sounded from the ceiling. Then a small hatch in the ceiling opened and grey light filtered in. Simultaneously, a column of metal rungs slid out of the wall, traveling from the floor all the way up to the hatch. Bay's upside-down head popped in through the opening, grinning when he saw Rainbow.

"Oh! Good! You're up. Hey, you might wanna come up here, you two!" His head promptly disappeared.

"Hey! Get back here!" Yelled Rainbow, before doubling over and coughing. Bay's head returned.

"Oh, and don't yell. I kind of had to prop your lungs open with some metal bits because I completely crushed them. Now get up here!" Rainbow shivered at the thought of metal propping her lungs open, but she walked over to the rungs. With more than a little difficulty, she used her wings to prop herself against the wall and climb up. Scootaloo did the same.

When the duo reached the top, they were greeted with and almost apocalyptic view. They were in sweet apple orchards, most of which was smoking. Small shiny looking things whizzed through the air, spraying strange orange mist on parts of the farm that were still smoldering. A little ways away from her, Rainbow's friends were sitting in a group, talking. Further away from her was a large, sleek looking machine, sitting on metal legs. It had an open hatch, revealing a cold interior full of flashing lights and other things Dash couldn't identify. Near its base stood the two princesses another alicorn, and tall, thin creatures standing on two legs. There were three creatures, two stood behind the third and were dressed in metal. The third was wearing deep blue clothing and was talking with the alicorns. Most prominent of all, a ginormous structure hung it the air, blotting out Celestia's sun. Bay stood near Scootaloo and Rainbow.

"Yeah. It’s a lot. Don’t try to take it all in at once."

IX

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Celestia looked up toward the sky, her mouth gaping open. The sun, her sun was gone. In its place, and the rest of the sky's, was a massive construct in the air. It was higher than any pegasus had traveled; it was partially hidden behind enormous, wispy clouds. The thing itself practically glowed; countless lights and markings adorned its sides. It was moving, too, but very, very slowly.

As Celestia watched the object, a multitude of small doors and hatches opened on it, and many small dots flew out of them. One dot was a tad larger than the others. It grew as it flew towards her, transforming into a large hunk of metal, about the size of the Apple barn.it sported four appendages, each with a pod on the end. The appendages were mounted on the corners of the sleek boxy looking machine, and the pods on the end of them spat white flames.

As the strange craft neared the ground, the white jets of flame grew, slowing it down. Celstia pondered their origin. Was it magic? Trickery? Maybe even... technology? No, that couldn't be right. Multiple pony geographers had stated that technology can only progress so far without magic. The craft disappeared behind the pillar of smoke rising toward the sky.

The other small dots neared the ground, and spread around the Apple farm. They were small, about the size of Spike the dragon, and had small propellers on their four corners. The flying machines began to spray a grey foam around the farm, on and around the spots that were of fire. The foam extinguished the fires, and the machines that had sprayed it moved off to help put out the larger flames.

There was a loud thud, and Celestia's head spun around to face the source of the noise. The craft had landed on four legs that had sprouted from the machine. It hissed and small jets of gas sprayed from the sides of the machine. It sat silent for a moment before opening. A crack appeared on the side of the craft facing Celestia. The side split through the middle, opening into two halves. One rose, one fell. Again, a force stopped the lower half. From hitting the ground, gently lowering the wall, which transformed also, appeared to function as stairs leading to the opening in the back of the craft. The top half rose gently.

Two figures emerged from the opening. They were completely covered in pieces of grey-green metal, and stood on their hind legs. In their forelegs they held strange, thin, intricate-looking black boxes. On their head, where their faces would be (Celestia hoped) was instead a black piece of what looked like glass. They walked forward and stood on either side of the opening. When they walked, Celestia saw their legs were bending the wrong way. Two more creatures walked out of the opening, one was covered with metal as well, but was colored blue-black. The other was completely white save for a green symbol on its chest and had less metal on its body, revealing a sort of cloth or hide underneath. The pieces of glass on the second pair of creatures' heads were clear, and showed a sort of furless skin face. The one dressed in blue-black had a darker brown for a coloring, with a chiseled jaw. It was male, by pony standards. The other creature had a slightly thinner frame, a more curvy build, and what appeared to be a lump upon its upper chest, but it was hard to tell underneath the slightly baggy cloth and multiple pieces of metal. Celestia deduced that it was female. It had slightly paler skin and carried a large kind of tapering cylinder on its shoulder.

The creature in white walked a short way from the spaceship and set the cylinder on the ground. On its own, it stood up on a tripod of telescoping legs that had unfolded from the main body of the device, and grew a large spire about twice as tall as celesta was. IT lit up, and colorful, blinking lights appeared on it. Some of the lights were shaped similarly to Equestrian letters, but much less stylized. The female creature knelt down and began tapping the cylinder, changing the light and letter patterns.

Celesta heard soft thumps coming towards her, and turned to face the source. It was the blue-covered creature. She was able to make out its face details better now that it was closer to her. It had a small snout, and a separate mouth a short ways below it. It had small, beady eyes which had blue irises, and had some short curly black hair on its lip. The sides and top of its head were covered by the metal it wore.

The creature looked the solar princess right in the eyes and grinned, waving its forehoof. Celestia now saw that it had five small appendages sticking out of the end of its arm, reminding her of Spike's useful talons. The creature opened its mouth.

"Hello! I, Sargent William K. Adams, on behalf of the Human Race, hereby make first contact between Humanity and the life-forms that call themselves the Ponies, officially recognized as an evolved and intelligent ASpecies generation 03." The creature lowered its strange looking appendage. "There. Now that's over, we can meet like real people." His smile widened. "Hi. I'm Will. I'm a human, and we've all been dying to meet you."

Celestia was speechless.

X

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Twilight Sparkle gasped when she saw dozens of tiny grey specks emerge from the metal behemoth overhead. The specks gradually grew bigger, one was larger than the others. After a minute, the other specks grew into small machines. One flew close enough for her to examine it. The thing was a small box with four discs attached to the corners. It was made mostly of a grey material. Twilight thought it might be a strange kind of plastic. On its underside hung a small yellow tank, with a grey tube leading out to a funnel shaped piece of metal on the front, or what Twilight assumed to be the front, as that was the direction it was flying. The machine sped over to a burning apple tree, and faced it for a moment, hovering. Twilight leaned forward in curiosity, then jumped back when it began to spray a thick grey liquid. Her eyes furrowed as she saw the liquid turn to a cloud like foam as it fell through the air, falling onto the flaming tree. There was a hissing sound, and the flames disappeared. The foam began to "melt" and trickled down the tree in grey rivulets. The watery liquid flowed into the grass, revealing a perfectly safe tree, albeit a little charred. Twilight was dumbstruck.

Her ears perked up when she heard soft sobbing behind her. She spun around and saw Applejack curled up on the ground. She had her face buried in her tail, which she was hugging and stroking. She kept mumbling something over and over, but Twilight couldn't make out what it was. Applejack hadn't yet noticed the machines extinguishing the fires. Twilight felt horrible, and rushed over to her distraught friend. She knelt down and extended a foreleg to hug her friend. At her touch, Applejack froze.

"Applejack, it's gonna be okay! Look!" Twilight patted her friend. Applejack did nothing. "Come on, AJ! They're putting out the fire!" Applejack laid still for a few moments, then shifted her head out of her hair. Her bloodshot eyes grew wide when she saw the huge metal leviathan hanging in the sky, then the machines whizzing through the air. Her look of amazement quickly changed to a look of horror.

"What they hey are they doin' to mah farm?" She yelled angrily. "They must be poisoning mah apple trees!" Applejack started to hyperventilate. Rarity stepped forward in quick response to the situation.

"Darling, there's no need to panic. See? They're putting out the fires!" Rarity gestured with a hoof. Applejack looked around and saw that yes, they were, in fact, putting out the fires.

"Sis! There are alien mutant robahts attackin' th' farm!" All five of the friends spun around to face the latest member of the group. Applejack quickly rushed to her sister.

"Applebloom! I'm so glad yer okay!" Applejack said as she hugged her.

"Sis," croaked applebloom, "Ahm glad too, but I won't be if ya keep crushin me!" Applejack gasped and quickly let go. The group sat there for a second, surrounded my machines and smoke, undisturbed for a few moments Pinkie giggled and everyone smiled. Even Fluttershy cracked a grin.

"Oh come on! Why didn't you ever hug me like that, Rarity?"

The group turned once again to see a suspiciously shaking bush. A blue aura enveloped the shrubbery, lifting a sheepishly grinning white coated filly out of the bush. Rarity rushed over to her sister, angrily brushing the twigs out of her mane.

"Sweetie Bell! I thought I told you to stay out the boutique!" She frowned menacingly. Sweetie bell cowered underneath her glare.

"I'm sorry! I was looking for Applebloom so we could find Scootaloo! I only wanted to help!" Rarity towered over her shaking sister, wearing a delightful glare on her face. However, it soon softened and she bent down to hug her sister.

"It's quite alright, Sweetie Bell. You just scared me a little, that's all." The pair of sisters hugged while the other pair watched, leaning against each other. Apple bloom suddenly gestured with a hoof.

"Hey! Sis! Isn't that that bay feller? And is that an... Alicorn!?" She cried out. The group turned and lo and behold, there was Bay and De'elt'a' looking into a hatch. Bay was leaning over the opening, his head deep on the pit. Bay yanked his head out of the hole, and a rainbow-hued mane followed it. Rainbow Dash climbed out of the pit and looked around, bewildered. Scootaloo soon followed.

"Rainbow Dash!" Pinkie Pie cried. "I've been looking all over for you!" By the time she had finished her sentence, she had arrived at a very confused Dash's side. Pinkie pulled her friend into a bear hug.

"Ah! Pinkie! That hurts!" Gasped Rainbow. "Ow!" Pinkie withdrew, only then noticing the bandages enveloping her friends abdomen.

"Oh," she said. "Sorry." The rest of the group arrived and rejoiced happily, while the Cutie Mark Crusaders finally reunited. Many hugs were given and many tears shed. The clearing of a throat silenced the ponies, who all looked at its creator.

Celestia stood over them, but no longer wore her seemingly permanent look of confidence.

"My little ponies," she began, " I'm afraid I have some very... troubling news."

XI

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High above the ponies, above the clouds, above Equestria, hung a construct of massive proportions, the biggest of its two siblings. It had been built to endure, with an outer hull made of three yards of solid reinforced steel. Unbeknownst to the ponies, this was home to over 800 million human beings. Men and women had grown up on this ship, lived on this ship, and died on it. Almost two generations had been born and raised on this ship's sixty-year journey. Or at least, that's how long it was to the inhabitants.

Currently the ship was essentially one huge celebration. It was a sort of we-made-it party, and everyone was participating. Even the Captain Families joined in.

However, in a dark, forlorn corner of the ship, there was a room. It contained naught but a long, slender table, expensive looking chairs, and an old-fashioned LED light hanging on a pole that extended up into the darkness.

A light cut into the darkness. Revealing its source,'an open door. Through the portal stepped through a multitude of black-clad figures. When out of the light, one might confuse them for a shadow.

The figures walked towards the table and took their seats upon arrival. Two of them split from the group and stood near the doorway. All but one seat was filled. The group murmured and shuffled, lit barely by the old light by the time the door closed. The clearing of a throat quickly silenced the group. A single figure stood, and all heads turned toward her.

"I now begin the official meeting of leaders upon The Return. As you all know, we ordered by those who left our home to discuss our situation." The woman spoke with a carefully controlled yet still powerful tone. "The utmost coordination is required to successfully and peacefully resettle our home. I will now take the names of all attendees. I am President Hunters, leader of the American People." The woman took a seat, and the man on her right stood. He spoke in a clear but unsure voice.

"I am Major General Mathew Briggs of the Army." He sat down. the next man stood up.

"Chancellor Offen of the port sector." He sat. The woman next to him stood. This continued all around the table.

"Chancellor Mary DeWolfe of the starboard sector."

"Captain Leonard of the Nesci Family."

"Chief Equine Geographer Spakovsy"

"Brigadier General Lyng of the Marines."

"Senator May of District One."

"Captain John of the Pallara Family."

"Senator Hargreaves of District Two."

"Admiral Eckert of the Air Force and Navy"

"Senator Guenard of District Five"

"Captain Markus of the Kaufmann Family."

"Senator Keegen of District Four." And so, the pattern ended at the one empty seat. President Hunters frowned.

"Who is absent from this meeting?" She said. Senator May tentatively raised his hand.

"Senator Whaley. She's celebrating The Return with some of her officers, your honor." Hunters scowled, then gestured towards one of the men standing near the doorway.

"You there. Retrieve Senator Whaley." The shadowy guard nodded.

"Yes, ma'am!" He rushed out the door. Hunters turned back towards the rest of the group.

"We shall now begin the conversations. There are a multitude of distressing facts that were discovered by the exploration and surveillance team sent down to the surface. We shall discuss our options for each of these problems and choose the most favorable one." She cleared her throat. "Article One: The advancement of MaEMS. The locals have greatly shaped and evolved this energy tool for their purposes. It is deemed to be approximately one-hundred times more effective and deadly then the original coding, and rivals the power of our modern forms. This is the first problem with the planet's use of MaEMS. The second is the extensive air pollution." She stopped, shuffled her papers, and continued.

"The over-usage of MaEMS has been polluting the air for centuries, and while the inhabitants have successfully adapted to this change, we have not. Much of the Earth's atmosphere is breathable to humans. How should we respond to the situation?" There was silence for a moment, then Senator Guenard spoke.

"I remember we had a MaEMS wastage leak in District Five. It was relatively easy to clean up, they used air filters. Maybe we could set up a terraforming base?" In response, Brigadier General Lyng spoke up.

"That's a risky move without the permission of the country that owns the land.We aren't fully equipped for war, and the artificial farms produce less and less every year. We don't have the food to sustain all out war so we cant potentially risk it." The leader of the Marines commented. Hunters cleared her throat.

"War should not be entirely out of the question. If we are introduced to war, do we have knowledge of potentially fruitful targets for a missile or Aircraft strike? Where are the main production centers, and food centers?" At this point, Spakovsy spoke up.

"The largest city on is on the former East Coast, named Manehatten, is their main production and trade center. Incapacitating them with a siege would be extremely effective. As for food, there is a gargantuan apple tree farm in Kansas, or, at least, what used to be Kansas."

"What are their other big urban centers.?" Queried a Senator.

"Well, they have some relatively big ones by the great lakes and in the southwest. There's a moderate city around an artificial mountain in northeast Colorado. There's another species living in the Rockies, with a large city in the Salt Lake Valley. The griffons, I think. There're a few other races, such as the changelings in the southwest states. Their hive is somewhere in Arizona." At this statement, Briggs scoffed.

"The changelings? The Mexican ones? Did they make it this far? How'd they manage to do that?" Spakovsy readjusted his glasses and looked at the stack of papers he possessed, shuffling through them until he found what he was looking for.

"Here it says that the MaEMS induced climate change caused their primary food source to do extinct." Spakovsy Wiped his brow with a cloth he retrieved from his pocket. "It was a sort of bug rodent created by the Mexicans. Apparently it was extremely sensitive to climate change or something. Who knew?" Briggs scoffed.

"Just tell us."

"Alright, alright. Some 1200 years ago, in order to survive they modified themselves to feed on emotion causing hormones, sort of. They feed on the pony equivalent of a mixture of testosterone and estrogen. Huh. They eat love." Multiple pairs of eyebrows furrowed at this.

"Well. Mexican living love sacks. Who would've guessed?" Joked Hargreaves, chuckling. He was silenced by a glare from Hunters. One of the senators spoke up.

"With all due respect, ma'am, Talking about love vampires is great and all but can we talk about possible colony sites? My father always told me about Missouri, and I've never seen it." Hunters nodded.

"A colony would take a great deal of time and effort to set up, but I believe we could accomplish this within a month." She turned to Spakovsy. "So if we were to land a colony here, where would the best place to be? Please tell us, Mr. Spakovsky."

"Well," he began, "There's a suitable landing spot in northwest Oklahoma. Its scarcely populated and reasonably fertile. And," He smiled at the Senator, "Right next to Missouri. How does that sound?" Before anyone could respond, the door slid open and a messy-haired woman in a wrinkled suit rushed into the room. She looked around at the roomful of officials staring at her.

"Hey! It's not my fault those Fouries are so good at partying!" She had a tie around her neck, loosely knotted and slack. The woman hurried to her chair and plopped down into her seat, grinning.

"Senator Sarah Whaley of District Three, reporting for duty!" She grinned at everyone sitting around the table with slightly bewildered expressions plastered onto their faces. Whaley smiled.

"So, what'd I miss?"

XII

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Two ponies sat staring into the sky. It was choked with thick black smog and blotted out by a steel monster but was a sight worthy to look upon. The ponies leaned against each other, one having shrunk down to the other's size.

"Oh, I never thought I'd see it, Beta. Its amazing..."

"Yeah. That ships one hell of a space machine, isn't it. They managed to build three of those in seven years! Remember that?"

"Huh, yeah." Delta leaned on Beta's shoulder. "That was ages ago." Her flowing blue and green mane fell about her shoulders and onto the ground. It shimmered with ethereal power, showing in it tranquil green water. By contrast, Beta's short, brown mane hung stiffly yet softly on his neck. Their tails intertwined behind them.

"Look! The sun's setting." Delta pointed with a hoof. Through the columns of smoke, one could see a majestic sunset, dying the sky a blend of red and yellow and purple. Beta was, however, looking at something else. Not a far ways away stood Celestia and the scouting team. One of the scientists was setting up an air quality sensor while the leading officer was speaking to the princess. Luna sat off a little ways, watching the whole ordeal with her jaw on the ground. Bay laughed at this.

"Look, Del. Luna cant take it." Delta looked where Beta gestured and covered her mouth in a dainty giggle. Beta rubbed his chin. "I feel as if I've forgotten something." After a moment of contemplation, he clapped his hooves together.

"Oh yeah! I gotta go get the kid and Rainbow Head." He got to his hooves, sauntering over to a seemingly random patch of dirt. Upon his arrival, he stamped his hoof on the ground a couple of times. A hatch opened, and Beta stuck his head inside.

"Oh! Good! You're up. Hey, you might wanna come up here, you two!" Some garbled yelling wafted out of the hole. "Oh, and don't yell. I kind of had to prop your lungs open with some metal bits because I completely crushed them. Now get up here!" Beta pulled his head out of the hatch, and not much later two ponies clamored out of it. They looked around, bewildered.

"Yeah. It's a lot. Don't try to take it in all at once." Dash looked at him, saying nothing. Then she was latched on to by a pink ballistic missile.

"Rainbow Dash!" Pinkie Pie cried. "I've been looking all over for you!" Beta chuckled, and led Delta off. Behind them, the group reunited, and the pair watched as the ponies hugged and cried. There was a moment of silence between Beta and Delta. Delta broke the silence first.

"It's my fault. It's all my fault." She mumbled this without emotion, staring straight ahead. Beta sensed the coming storm and immediately hugged Delta.

"Its not, sis. You know it is." Delta said nothing.

"Sis. C'mon. Don't do this." Without any further warning, Delta burst into tears.

"I'm sorry!" She cried, "It wasn't my fault! It was Her! It was Her!" She curled up into a ball, hugging her tail and covering her face at the same time. Bay frantically tried to calm her.

"Shhh, shhh. Its okay!"

"No It's not! I did it! She did it! We're monsters! We're the reason her farm is burning! I ruined her life!" She cried into her tail. Beta realized there was nothing that he could do, and just stroked her back to help her let it all out. This was likely centuries of mental trauma. She was going to be her a while. As Delta cried on the ground, Bay realized just how long she had been awake.

Bay's drone slept every fifty years, waking up for only a year at a time. During most of those periods there was no sign of Delta, and once he finished his report of the Equestrians' progress he would go straight to sleep. He often didn't use his whole one year period of conscious time and only last found Delta once some fifteen hundred years ago, Earth Time.

Delta was awake the whole time, awake for every day of those three thousand years. She must be out of her mind, just barely clinging together. Alicorns usually developed a split personality by the time they were two thousand years old, how many did Delta have? Beta made a mental note to sign Delta into a mental recovery ward as soon as they got back to the Tireless Endeavor. He noticed that Delta had stopped shaking, and slowly helped her sit on her stomach again.

"Better?" Beta said, smiling at Delta.

"Better." She smiled and wiped her snotty snout on her foreleg. Beta grinned.

"If Cee were here she'd freak. You remember she's something of a germophobe, right?" Delta scoffed.

"Are you kidding? I'd never forget that! She'd always make me wash my hooves whenever she had the chance!" Beta laughed.

"Remember when Eiy gave her the mud pie! She got so angry her glare could have shattered a mirror!" Delta and Beta rolled onto their sides, laughing at their childhood antics. After a while, the pair stood up.

"We should go back to Ponyville and get something to eat and some sleep. I told her to meet us there tomorrow." Bay began to walk towards the group of the Elements, Princesses, and Crusaders. Delta followed. Everyone was tired, hungry, and barely functioning. Well, all except Beta. He wasn't hungry.

They rejoined the group, getting more than a few stares. Delta laughed tentatively.

"S-sorry about that. I really am." She smiled. To her utmost surprise, the orange one smiled back first.

"It's alright, sugarcube. Your magic metal put out all the fires, and Ah can tell that you really are sorry." She grinned and extended a hoof. Delta shook it. Everyone smiled. Pinkie giggled. Applejack spoke.

"Ahm sure we'll be the best of friends."

XIII

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crunch, crunch

The dirt and gravel ground underneath Beta's hooves as he trotted down the dirt road. He walked next to Delta, who was only half-paying attention to where she was walking and instead stared into space. Bay opted to listen to the conversation of those in front of him rather than talk to Delta. His ears swiveled around, gathering information on the conversation of the ponies ahead of him.

Directly in front of the pair walked the royal sisters, who were whispering to each other. Ahead of those two were the Elements, and leading the group were the crusaders. The road was thin, but the group was close together, and Beta could hear all the conversation that occurred in front of him. They mostly asked Rainbow and Scootaloo about their time in bay's utility pod.

"... There were also buttons and switches and robo-eyes watching us! Don't worry, I protected scoots and me." Bay grinned at the sound of Dash's gravelly voice weaving vivid tales.

"That's not what happened! You spent most of your time asleep!" Beta's smile grew wider at Scootaloo's counterexample.

"That's how good I am at protection! I can do it in my sleep!" The group ahead laughed. A gust of wind blew everyone's manes to one side, excepting those of the alicorns'.

crunch, crunch

Ponyville grew closer. Delta was still staring. The crickets chirped around them. Funny how familiar those were. Real, natural creatures. There were hardly any left anymore.

The group was now bathed in the yellow light of the primitive Victorian styled electric streetlamps. They had just been installed, less than two months ago.

Celestia stopped, and so did everyone else, save for Delta. She kept walking forward, straight into Celestia's hind legs. The princess whirled around, and Delta squeaked in embarrassment, grinning sheepishly.

"Heh, sorry." Delta blushed.

"It's quite alright. I forgive you." Celestia smiled. Delta turned and walked back to Bay's side and leaned against him. The solar princess addressed the Elements.

"My sister and I are quite tired, and feel as if we should not fly at night while also being exhausted." She turned to Twilight. "So, Twilight, may we stay in your library?" Twilight let out a little gasp when the question was asked.

"U-um yes! Of course! I only have two beds, but I can sleep on the couch." At this, Rarity stepped forward.

"Oh, Twilight, that's quite all right." She turned to Celestia "I can take one of you if you don't mind." Celestia smiled.

"Of course, my little pony. I am grateful for your offer." She smiled and then addressed the whole group.

"It is decided, then. I shall stay with Miss Rarity, and Luna will stay with Twilight." Luna nodded. "I bid you farewell, my little ponies, until tomorrow." The princess of the sun then leaned over to Luna and whispered something into her ear. Luna nodded. Celestia turned away. to bid the ponies good night, and then each member of the group went their separate ways. It was then when Bay noticed a dampness in his mane. He swiveled his head around to face Delta and found that she was drooling profusely into his fur.

"Del." The alicorn snorted. "Del!" The second time she jerked awake, blinking.

"Huh! Whuzza?" She stumbled backwards, tripping on her hooves and falling to the ground. Bay stifled a giggle at her clumsiness.

"C'mon. Let's get you to bed." She mumbled something, and Beta stamped his hoof on the ground a couple of times. The ground opened up, revealing Bay's utility pod. He climbed down the ladder and called up to Delta. With a flash, she teleported into the craft. As soon as she did, the alicorn looked around for a moment, before seeing the beds. She stumbled over and promptly fell onto one face-first, her hind legs hanging off the edge of the bed. Within a few seconds, Bay could hear muffled snores. He used his wings to silently hover over to her and lift her legs onto the bed, before covering her with the blanket.

"G'night, sis," He said, quietly. She snorted softly. Bay smiled and flew to the door in the back of the pod. It slid open, revealing a cramped compartment built for a figure much different than his own. Multiple wires and small steel boxed covered the walls. The metal slid closed with a hiss behind him.


Luna and Twilight trotted through the door of the library, only to be greeted by a wall of books. through a hole in the barrier, they could see a figure made of pots, pans, and kitchen utensils waddle towards them. It wielded a kitchen knife and pot lid as a sword and shield.

"Go away! I'm warning you! This is your last chance!" Spike's voice wafted out of the pile of stainless steel. Twilight and Luna laughed at the sight.

"Spike! It's me, Twilight!" Spike propped up the colander he wore a helmet.

"Twilight! Oh, thank Celestia you're here!" The two princesses levitated the blockage of books out of the way, revealing to Spike the lunar princess.

"Oh! Your majesty!" He gave a little bow, his "armour" clanking together. "What are you doing here?" Luna smiled at the question.

"My sister and I are just staying the night. I presume you are aware of the 'situation' that arose in Ponyville?" Spike frowned.

"What, you mean the demented mare's voice screaming in my head? Yeah, I remember." He was silent for a moment, then he grinned. "Good thing that's over. Hey, is there anything I can get you guys?"

"Oh, could we get some tea, Spike?" Twilight asked. He nodded.

"Sure, but all we have left is chamomile. Is that all right with you?" He looked towards Luna. She smiled kindly back at him.

"That would be wonderful. Thank you." Spike spun around and began his journey to the kitchen. As soon as he was out of hearing range, Luna's smile disintegrated, and she spun towards the lavender unicorn by her side.

"Twilight," she began, "did you keep the memories I have given you?" Twilight nodded nervously. "Good. Keep those safe. Look at them as soon as possible, but not tonight. The orbs release a magical impulse when activated that is usually blocked by the crystals. Here, however, my sister would sense it immediately." She put a hoof on Twilight's shoulder.

"Listen to me. We have much less time than I thought. We must hurry. The Humans have returned."

XIV

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The late afternoon sun hung low in the sky. Its magnificent golden beams pierced the air and bathed the quiet pony towns below in its rays. The towns were quiet in a sort of satisfied calmness, with ponies milling about the streets conversing and eating and generally enjoying themselves. Foals ran about the sparsely-populated streets; the beautiful summer day was more demanding than any amount of homework. It was a perfect day. Almost perfect enough to make the citizens of Equestria forget about the hulking steel goliath hanging overhead.

At first, panic had reigned supreme. All through the night there had been looting and riots, caused by angry or confused or simply scared ponies reverting to their natural instincts: fight or flight. However, the local police forces and on occasion the royal guard had been able to quell the unrest and extinguish the few fires and protests that had been started. By the time the night was over, Equestria was once again at relative peace.

In the sleepy town of Ponyville, the golden beams dove through the window of an ancient oak tree known to the townsfolk as Golden Oak library, and today it was indeed golden, painted by the setting sun. Though the window was covered by a stifling black curtain, the light still shone through, diving through the air and sending the dust in the air into a shimmering, swirling dance. Still the light pushed on, through the stagnant air, until it reached its divine destination, two lidded lavender eyes.

Twilight's eyes fluttered before they squeezed shut in pain. The dim light was suddenly blinding and prevented Twilights eyelids from opening like an oppressive guard. Her ears began to twitch, automatically searching for a sound to hear. However, upon finding no such thing, they settled down disappointedly. Twilight closed her mouth, now dry and gummy from a night of slumber with an open maw. She licked her dry lips and cracked her eyes open to check if the blinding yellow light was gone. Upon noticing that yes it was, in fact, gone, she sat up, propping herself upwards and yawning. She slowly rolled out of bed and stumbled towards the bathroom in a groggy haze. She emerged a short time later, looking and feeling much more like herself. As she trotted out of the bathroom, casually brushing her mane into her trademark straight-and-proper style, her eyes settled on the clock that hung on her bedroom wall.

Twilight's eyes shot open. "Seven thirty?!" she yelled out loud. She was answered by an annoyed call from below her.

"Yeah! You slept in! Now get down here! Dinner's on the table!"

Downstairs, a small green-and-purple grinned at the other pony who occupied the room with him. Across the small, round table sat the Lunar princess, smiling good-naturedly at Twilight's antics and sipping at a steaming cup of chamomile tea. Earlier that day she had been less than disappointed to wake up when it was time to lower the moon only to find that Twilight did not drink coffee. Spike had given her tea instead, and, as a result, the moon set an hour later that morning.

"Spike! I told you to wake me up at-" Twilight clopped down the stairs, only to freeze in place when she saw the princess of the moon sitting at the table contentedly drinking her tea.

"Luna! You're still here! Weren't you going to leave for Canterlot in the morning?" Twilight walked down the remaining stairs as she talked, making her way to the table.

"That was the plan, Twilight. However, your friend Bay... convinced us to stay." She telekinetically set her steaming white teacup down on a plain paper napkin sitting near her on the table and picked up one of the carrots sitting on her plate, biting daintily into it. Twilight arrived at the table and walked over to one of the pillows that sat around the edges. Once she found a suitable cushion, she plopped onto her haunches and focused on the daisy sandwich that sat in front of her. Licking her lips, the raised the sandwich to her muzzle, anticipating the sweet yet crunchy flavor that floated just inches away from her drooling mouth.

BAM

The door slammed open, with a hovering cyan pegasus in its place. Twilight's shoulders jumped up at the intrusion, then slowly settled back down as Twilight tiredly climbed to her hooves and turned around with a sigh.

"What is it, Dash?" She asked, her eyelids half-lowered with one eyebrow raised, looking at Rainbow exasperatedly.

"You gotta come out here, quick! It's urgent!" Without another word, she spun around and sped off. Behind Twilight, Luna stood up slowly. Twilight turned around, looking at Luna expectedly.

"I think it would be best if we followed her," She said, and began to trot towards the doorway of Golden Oaks Library.

The duo exited the tree-house, and upon doing so spied the Elements standing on a cluster in the golden air. A little ways away from them stood the Sun Princess herself. Across the street stood Bay and the aquamarine alicorn from last night. Twilight rushed to her friends, her mouth open and ready to berate them with questions about what the hay was going on when she noticed their expressions. Applejack looked stern, her eyebrows furrowed and a tight frown on her face. Dash looked angry, her mouth twisted into a snarl and her eyes narrowed. Rarity looked worried, with her mouth a straight, unforgiving line. Pinkie's eyes were wide, her pupils huge, and her mouth was rounded in a silent "Oooooo!" Lastly, Fluttershy just looked afraid, as she was busy hiding behind her mane. All her friends expressions had only one thing in common: they were looking up.

Twilight followed suit, craning her neck to gaze up and the darkened sky. Overhead, through the shimmering golden sunbeams she could make out five shapes nearing the ground. As they got closer, Twilight recognized them as machines similar to the craft that had landed last evening. When they got near enough, their bellies lit up with white flame, and they maneuvered into a sort of formation. Twilight's head followed them down, slowly straightening out until she was staring straight forward at the crafts. Her nose wrinkled as she smelled a sort of sulphur-like scent wafting through the warm afternoon air.

With a hiss, the sides of the machines facing the ponies cracked open. The cracks slowly widened into gaping maws. Twilight's attention locked on the nearest craft as its side yawned open. However, unlike the only other one she had seen, this one had interior lighting. It illuminated a small, cramped series of metal and wires, some of which were standing. It was more of the Walkers that she had seen in the orbs. Standing in front of the group of walkers was a familiar figure.

It was a pony, and judging from its build it was a mare. She wore no suit like the other walkers. Her coat was a soft gray, and her mane was a light blue. her face was shadowed, but when she walked down the ramp leading off the machines and into the golden afternoon sunlight it was revealed. She was an older pony, probably around her forties or fifties. Her eyes were a stunning cyan, glimmering in the light. On her lower forelegs were shining chrome contraptions with all sorts of buttons and wires and metal bits. However, Twilight didn't fully realize who it was until she spoke. She recognized the voice instantly. It was a little deeper and older than when Twilight had last heard it, but it was unmistakable.

"Hello. You must be Twilight Sparkle. I've heard lots about you."

XV

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Twilight's world was silent. It failed to turn. She wobbled. Her head felt light. Her vision spun, black blotches appearing randomly, then fading as though nothing had happened.

Meanwhile, Twilight's mind raged against itself. Facts contradicted facts, the truth was stranger than fiction.

Three thousand years. Three thousand years. This was not possible. This was not possible. She was no alicorn. She was no god. Twilight could feel it. Anyone with a lifespan longer than five hundred years would project a certain sort of curtain of experience. It was natural of all creatures. Magic wasn't just a way of life- it was life.

With Cee, there was nothing. Not even a trace. Not even a smidge. It was like she had never even been exposed to magic.

Twilight realized her face was touching something softly warm, yet grainy and rocky. Her eyes turned and saw an endless plane of brown. It was almost beautiful, lying there with her face in the dirt.

"TWILIGHT!"

Twilight felt herself being shaken by something or someone. It's not like it matte-

An immeasurable amount of pain shot through her face, shaking her back into the world of the living. She frowned as her muzzle smarted.

"Rainbow! What the hey!" She yelled. Dash was standing over her, her hoof raised for another slap. "What was that for?"

"Well, you've been layin' there for a while, now, Twi." She stepped away, and Twilight shakily got to her hooves. She dusted herself off before looking around.

Everyone was staring at her. The humans, the ponies, even the one that contradicted reality.

"Uh, hehe... Sorry." She blushed, wishing that she could melt into the ground. She had fainted, in front of everyone, in front of Celestia! Princesses do not faint. Not at something so minuscule like reality-bending ponies. Said pony merely raised her eyebrow at the whole situation.

"I'll talk with you later." She spun around, towards the Royal Sisters. From the rest of the ships, more walkers stepped out. Some in white, some in black. The black ones followed Cee, and the white ones busily unloaded material from the crafts, carrying them to the center. They looked metallic and shiny and were laced with cables and wires and plating. Twilight watched as the group of walkers dressed in white began to construct something from the parts. They built the components into a large, silver sort of triangular prism that stood upright. The walkers activated something, and the corners of the prism split off. They were hinged at the bottom and lifted the prism up until it stood on its three new legs.

The a trio of walkers dragged a very different looking machine from one of the larger carriers. It was orange and yellow and had all sorts of markings. IT was worn and scratched and looked a lot more used than the shiny silver tripod. The walkers moved it underneath the tripod that stood in the middle of the street. When they were satisfied with its placement, a tube extended down from the bottom of the tripod and linked to the box. Suddenly the whole thing lit up, multicolored lights blinking and flashing. From its top extended a spire, rising high into the glowing evening air.

Twilight watched the walkers clear away from the tripod, moving quickly back to the crafts they arrived in. The tripod shimmered, and the air around it gradually began to take on a solid form. Before her eyes, the tripod-machine constructed a barrier around itself. The barrier was in the shape of a triangular pyramid, patterned with a hexagonal grid. The Pyramid reached up to the tip of the spire, encasing the whole construct in a light blue shield.

Twilight noticed a crowd beginning to form around the Walker machines. The ponies milled about, whispering and muttering. Some looked angry. Some looked excited. Many looked scared.

Twilight noticed Cee walking towards her. Behind the approaching pony, Twilight spied a worried-looking Celestia, talking to her sister.

"Twilight Sparkle." The voice was stern, yet soft. Young, yet wise. Twilight turned to face Cee.

"Can I talk to you for a bit?" Cee finished. Twilight nodded dumbly. "Great. Do you have a place where we could speak undisturbed?" Twilight nodded again and used a hoof to point at Golden Oaks Library.

"Wonderful. Let's go." Cee set off towards the library, Twilight following behind, lost in thought. They pushed through the crowd, making their way to the front door of her home. Twilight only snapped to attention when she noticed Cee magically opening the door. Her magic was not the color of her eyes as Twilight thought it would be but instead was a green tinted clear. It did not sparkle, as all unicorns' did but flickered and streaked through the air.

Twilight suddenly thought of something. If Cee had no natural magic, then...

Yes. Her flank was a clean, bare gray. It wasn't the strangest thing about her by a long shot, though.

They were inside the library now, and Cee shut the door behind them. She walked to the center of the room, sitting down at the still-set table. Twilight sensed something wrong. Cee looked over at her and gestured for her to sit.

Twilight did so, trotting to the pillow and sitting down. She looked at Cee expectantly and received a stern look back.

"I know you looked at them." Twilight jumped. Was it really that obvious? "Nobody would've fainted at seeing a random pony step out of a high-tech machine, Twilight. Get them out." Twilight gulped, then nodded, retrieving the bag of Orbs from her pocket dimension. Upon seeing so, Cee removed something from a pocket dimension of her own. It was a small silver cylinder with a single black groove on it. Cee tapped it with a hoof, and it activated. The machine hummed, then projected a bubble outwards very quickly. As the bubble passed through her, she felt her magic tingle. Cee smiled at her softly.

"Don't worry. It's just a resonance blocker. To stop Celestia from hearing us." Twilight gave a weak smile and then cleared a small area for the bag of Orbs. Cee's face turned serious again. She levitated an orb about a foot above the table.

"Okay, Twilight. I am about to show you a part of my life. It is one very different from your own. I am warning you now. You will not enjoy it." Then, her horn activated and Twilight fell into the Swirl.

XVI

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Twilight was floating through an endless void. The void streamed a streaked with colors, ranging from grays to whites, to black. Soon, the colors began to take form, twisting and fitting into the walls of the void. A room began to take shape, with colors streaming into place. The area grew more and more defined, until a clearly recognizable hospital room formed. The walls were plastered with drawings, ranging from childish scribbles to detailed landscapes. However, the whole room was sort of blurry and hard to make out. Twilight wondered why this memory felt different.

"It's because you're not in my body." Twilight whirled around, then realized that she could move around. She couldn't when she was watching the other Orbs. Why could she now?

"Before you were doing it wrong." Twilight jumped again, then turned to face where the voice was coming from. A little ways away, near a small plain chair, stood Cee. She spoke, but without her lips moving. Twilight's ears heard nothing, the sound bounced around in her head. "I assume that before you were looking through my eyes?" Cee cocked an eyebrow. Twilight nodded yes.

"Well this is how they were supposed to be watched. Now then. You are a ghost, sort of. This is also my memory. Everything is blurry because I knew it was here, but I wasn't actively observing it. It should come into focus soon." Twilight tried to respond, but she found she couldn't speak. She began to panic, then remembered how she had communicated before. She focused on a thought.

"Why would it come into focus?"

"Because I am about to enter the room." Twilight's face lit up when Cee replied to her question. She had done it right!

Right on cue, the door to the room swung open and a much younger, teenage Cee entered. A brown stallion who looked disturbingly like Bay followed behind her.

"Oh come on! You never do anything fun! Just ask him!" He whined.

"I've got work, Beta! Now scram! This paper's due to Wednesday." She stated, scrunching her muzzle. Bay frowned.

"C'mon! Cee, It's Sunday! We've got plenty of time! You can work on that later." She replied with a haughty "No" He stuck out his upper lip and opened his eyes wide, somehow making them water.

"Aww! Come on! Starcatcher just came out and it looks amazing! Just ask dad for money! I'm sure he'll give it to you!" Beta smiled. "You always were the favorite!" Cee laughed at this, breaking her serious façade.

"Was not!" The two shared a laugh, but Twilight didn't find it all that funny. Maybe it was an inside joke? She turned to the older Cee to begin to ask for an explanation, but when she did she found Cee was crying. Twilight looked back at the duo hastily. She would blush in embarrassment if she could.

"Oh, alright. Let's go." The pair walked out of what was assumedly Cee's room. Twilight followed them. They walked down the hall, engaging in small talk. They spoke of their weekend, what they had eaten, and other trivial things. The hallway was empty, and their voices echoed around the place. After about fifteen minutes of trotting, the pair turned into a room. Twilight noticed that neither of the teenagers had cutie marks.

The room they had entered was dark, except for a glow around a corner. Echoes of voices wafted in from where the bluish light was coming from. Cee and Beta strolled right in, they seemed comfortable here.

Twilight followed them around the corner, which let into a bigger room, which contained a couch and strange panel on the wall that glowed with pictures. Twilight thought that it must've been a magical color wavelength projection spell, but it didn't seem like one at all. The foals walked behind the couch and rising up on their rear legs to rest their forelegs on it. Twilight noticed there was a figure on the piece of furniture, and she traveled closer to the couch. She would've walked, but her strange avatar in the memory sort of... glided to it. She saw a walker but didn't recognize him. Cee spoke up.

"Daddy can we have-" but she was quickly and rudely shushed by the walker. When he spoke, Twilight recognized his voice from the first two memory orbs.

"Not now sweetie." Was all he said. His attention seemed focused on the picture panel. Twilight looked at it. Currently, it had an image of a walker in a fancy suit who was talking about some sort of... situation.

"-getting reports of rioting in most southern cities, New Orleans, and Jacksonville are reporting over 60,000 dead each, almost two million people have lost their lives in the last two weeks. The riots are quickly spreading east, the government is advising people to prepare for the worst." Twilight was horrified. Two million people in two weeks? That was three-fourths of the casualties in the biggest war Equestria had ever been in! What were these walkers fighting?

"The United States has not been the only country getting these riots. The ERE had been organizing revolts all around the world, mostly in Europe and Canada. The U.S. has by far seen the worst of it, with 20% more deaths on both sides. There's also murmurs of Griffon revolts in Russia, but that's still unclear."

The National Guard is being swamped with duties and services, so President Egan is considering using Army forces to make an offensive against the ponies, and to begin evacuating Cities. More on this later."

Tonight at ten: Are we at civil war? Senator Wilk-" The panel shut off abruptly, and the room filled with light. Cee's father stood and turned towards the two ponies. His hair was a mess, and he was unshaven. His shirt reeked of grime and sweat, and his eyes were stained red. There were tears on his face.

"S-sorry, you two. I really am." He gave a weak smile. "Now, what can I help you with?"

"D-daddy?" Cee replied. "What were you watching?" Her father bent down and looked her in the eye.

"I'm sorry, but it doesn't concern you. Don't worry. It'll all turn out all right."

XVII

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Twilight staggered as the Swirl deposited her back into her library. The walker had said something about ponies. Ponies! The humans were fighting the ponies 3000 years ago! That was insane! She turned to Cee to say something, but she spoke first.

"I know it's distressful. We have to get through these." She looked her in the eyes. "You need to know the truth." Cee levitated up another Orb. This one was gray, black and white, and before Cee activated the Swirl, she could have sworn she saw a flash of red.


The Swirl jumped out of its prison and engulfed her, sending her on a journey to the past. Far, far in the past. The colors formed a large room. It held many walkers and even a few ponies, milling about or sitting on chairs or reading magazines.

"This way." Twilight turned to Cee, who was moving towards herself. The younger Cee was behind her father with a group of ponies who looked her age. One was the aquamarine alicorn. Another was Beta. The third was an earth pony, a mare with a rust-red coat and an orange mane the color of applejacks fur. The four talked as teenagers would, laughing and chatting about their days.

Their father stood in front of a long, marble counter. It stretched in a curve, encompassing a fourth of the room. Behind it sat a number of walkers, talking to other walkers or ponies or small tablets.

The father turned around, looking at the group of teenagers. "Alright, it's time to go." The teens celebrated.

"Yes! Finally! This place is so boring!" Beta cheered. Delta giggled. Their father walked towards some glass panels, and his children followed him. The panels slid open when they neared, allowing passage through. They closed as soon as the last member of the group was clear.

They walked towards a group of metal objects, packed tightly together. The father raised his claw, pressing something into it. A beep was heard from somewhere to the left, and the group turned that direction. Cee and Twilight trailed them.

eventually, the group arrived at a large, white object. The two ponies with horns activated them and the sides of the machine slid open. The ponies climbed into the back, the doors closing behind them. Their father opened a swinging door near the front of the car, climbing inside and closing it behind them. The car began to move away, and Twilight looked to Cee for instructions. Cee's horn lit up, and Twilights vision was white for a moment.

Twilight sound herself in the machine, sitting on a seat with the older Cee. Behind them, the four ponies talked, and in front their father piloted the machine. They drove towards a large city, and Twilight was awed when she got a good look at it. The city had multiple skyscrapers, reaching up into the air, towering majestically over the rest of the buildings. Some of them were easy twice the size of the biggest skyscraper in Manehattan.

As the mechanical vehicle drove through the crowded streets, Twilight couldn't help but marvel at Walker engineering. It they could build this, what else could they build?

"They're called 'humans', by the way." Cee's voice echoed in her head. Twilight rolled the word around in her head. Humans... where had she heard that before?

Twilight noticed that the vehicle had slowed to a crawl. The cause of its loss of velocity was a crowd of people streaming the opposite direction on the car. Suddenly a human dressed in black metal plating knocked on the father's window. The window lowered, allowing the human to talk to Cee's father.

"Sir, you have to turn around! There's a riot on seventh and main! Almost all uni's!"

"I can't. Too many people!" The driver replied. The human started to say something but was cut off by a flash from above. It was green in color, but Twilight couldn't see it due to the vehicle having an opaque roof. When the human in black saw this, he quickly raised an object up and pointed it at something. The object suddenly spat fire, kicking back in his hands. The human yelled at the father to run, and they did. The group climbed out of the car, and the ponies followed their father. He quickly ran to the side of the road, where there were fewer people. Twilight and Cee followed. He turned to his children.

"Listen, all of you. There is fighting behind us. We need to get back to the facility, quick. It's not too far away. Come on!" The father spun around and began to run. The ponies, including future Cee, followed, but Twilight stayed behind.

More humans dressed in black armor were rushing towards where the flashes were. Twilight desperately wanted to see what was happening but noticed the world around her starting to slow and blur. She quickly turned and glided towards Cee and the others. When she arrived at future Cee, Twilight realized she couldn't see the rest of the group. Cee answered her mentally.

"We got lost." Twilight saw that past-Cee was with Beta. Cee was crying, and Beta hugged her.

"Cmon! In here!" He dragged Cee into a small alleyway, and the two hid behind a trash can. Twilight and Cee watched, as the human crowd running past the alleyway slowly turned into more human soldiers. Some held longer objects that spat fire very quickly. Then, Twilight saw the first pony.

She was a mare; a unicorn. Galloping into view, she stopped in front of the alleyway. Her attention was focused forward and her horn lit up, but it was suddenly darkened when she was knocked backward by what looked like an invisible force. A spurt of blood erupted from her chest before the mare slumped to the ground, then lay still. Another pony leaped over the corpse, yelling and was followed by more ponies of all races, mostly unicorns.

"She's dead." Cee's voice was stoic and stony, as was her expression. Beta said nothing, instead shoving her behind the trashcan so that her view was blocked. From the street, they could hear screams and loud bangs, along what Twilight recognized as magical discharges. The pair stayed stone still in their hiding spot, listening to the battle outside.

"Here! In the alleyway!" A gruff voice called, and the sound of hoofsteps clicking on the concrete floor drew closer. A mare's voice was heard. "We can hide here! when the cops come, we'll get the jump on 'em!" Various replies of the agreement were heard and the footsteps drew closer and closer. Beta's breathing slowed, becoming little more than a whisper. Cee followed suit, but her lungs began to ache from the lack of oxygen. She was stiff from being cramped behind the trash cans, the cold metal pressing against her shoulder. She longed to move, but Beta beat her to it.

"Stay here, don't follow me," He whispered. Without warning, he jumped out from behind the trash cans and quickly ran towards the exit of the alleyway.

"Whoa, kid!" Cee heard a voice call out. She barely shifted her head to peer through the crack between the trash cans. Beta was being held up by an aura of purple magic. Its corresponding user, a gray and pink unicorn stallion spoke, matching himself to the previous voice. "You can't go out there, kid. You'd get killed in an instant! leave it to the adults." The unicorns companions were a green pegasus stallion and an earth pony mare who looked similar to the unicorn. Probably related. Instead of a pink mane, she possessed a regal purple one. The unicorn spoke again. His voice was soft, despite the constant sound of the mob right outside the alley.

"Sit down, and stay here. We're gonna have to go out there soon, and I know you're afraid that- " He was cut off by the mare.

"Hey, how'd you get in here anyway? I didn't see anyone else other than us come in here." The unicorn scowled at her.

"Priscilla! Don't interrupt me! But, you do have a point. How did you get in here?" His voice had lost its softness and now was cold and questioning. "I don't see any doors. Unless..." Quickly, the unicorn yanked up Beta's right back hoof with his magic, studying the bottom. His eyes widened, then narrowed.

"Look! He's a lab rat!" The unicorn showed the others Beta's hoof, and all three rioters tensed up. The pegasus spoke.

"A lab rat huh? I'll show you what we do to dirty fucking lab rats!" He raised his hoof up, then brought it town on Beta's knee. The crunch could be heard the sound through of the riot. Beta screamed in pain, and the earth pony laughed. The unicorn sneered.

"Shut up! Nobody cares!" He yelled, before lifting him clean off the ground. He hung in the air, his broken leg hanging limply below him and twisted at a disturbing angle. The earth pony turned around and bucked, her hooves smashing into Beta's hip. Beta screamed again and began to cry. The unicorn's face gained a twisted grin.

"Heh. It's time you learned your place." He said, before dropping Beta onto his head. The green unicorn began to kick at Beta while the earth pony laughed and the unicorn looked down at him. Twilight thought she could see blood beginning to pool around Beta, who had stopped screaming and was lying motionless on the ground.

Two figures stepped into the alley. They were dressed in black padded clothing, obscuring their genders. One raised a sleek dark object and pointed it at the rioters. It spat fire, shouting its loud bang. The rioters fell. The unicorn and earth pony had died immediately, but the pegasus crumpled to the ground with a scream. The other figure ran over and stood above him for a moment before using its weapon, quieting the pegasus. Then it seemed to notice Beta, lying on the ground.

"Ma'am? There's another one here- looks like a kid. I think they were beating it up." His voice was muffled through the mask he wore. It was male, and the slightly high pitched tone in his voice indicated he was young. The other one jogged over, looking down at Beta.

"Check its hoof." This one had an obviously female gruff sort of no-nonsense voice. The first soldier bent down and examined the hoof that the others had been looking at.

"He's a lab pony!" The figure exclaimed, before pressing his hand on Beta's neck. "Still alive, too! he doesn't have much time left, Ma'am." The other soldier motioned upward with her hand, sparing a glance toward the alleyway entrance. Instead of colored ponies there were more like the two humans in the alleyway. Their weapons flamed and roared. A large armored vehicle was rolling through the crowd.

"Well pick it up! C'mon!" The first soldier hoisted up Beta, who hung limp. His blood began to trickle down the soldiers clothing, staining the fabric. The soldiers began wards the entrance of the alleyway. Twilight saw Cee's body tense up even more before shoving aside the cans.

"Wait! Wait for me! He's my brother!" The soldiers whipped around. The woman spoke first.

"If you're a lab one too then come on!" She gestured towards herself and Cee ran over. The soldier scooped her op, and the soldiers ran out into the street. Twilight and Cee hastily followed.

It was chaos. Corpses scattered the streets, and blood ran down the storm drains. There were far more colorful pony corpses lying mangled in the street than black ones, but both sides had suffered heavy losses. All the ground level windows had been smashed, and small fires raged here and there, vomiting smoke into the air. The soldiers ran to an armored vehicle similar to the one before only this one was yellow and had a red cross on the front and sides. The soldiers quickly rushed to the back and yanked open the doors.

The inside of the vehicle was occupied mostly by cots that lined the walls. Three soldiers lay on the cots, tended to by humans wearing lightly armored yellow clothing. The soldiers escorting Cee and Beta wasted no time, hoisting the pair into the back of the vehicle. The female one yelled out that they were lab ponies before shutting the door. Without missing a beat, one of the humans scooped up Beta and set him carefully in a cot. Cee looked around before spotting a small metal box bolted to the wall with a thin cushion on top. It sat across from Beta's cot She quietly climbed onto it. The humans in yellow ignored her, instead tending to Bay.

The muffled sounds of the riot pounded were all Cee could hear as stared straight ahead. Quietly, she began to cry.

XVIII

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"Other countries are experiencing similar violence as the movement for equal rights spirals out of control..."

"...Canadian-Russian griffons being more peaceful than other races, even Ottawa police are having to resort to force."

"...Equestrian Workers' Party attacked a military base nearby..."

Cee laid in her bed, looking at her father. He wore a faded t-shirt and jeans and was sitting at the foot of the bed, feverishly swiping and tapping at a small tablet in his hand. The screen shone brightly, bathing the room in a flickering blue light. The room smelled faintly of ammonia. There were few decorations aside from a small vase of flowers on a dresser. An old, sagging couch laid across from the two beds in the roomCee's father continued to stare at the screen.

"...still no news of the Mexican changelings, officials continue to deny..."

"...countries including the United States have declared martial law..."

"...brothers! Rise against our chains! We must take the freedom we rightfully deserve!"

Beta lied on a bed a few feet away from Cee's. Much of his body was masked by bandages and casts. Multiple wires and tubes ran from him into machines that beeped and whirred incessantly, their lights blinking as if to taunt her. He seemed to grimace, even in his sleep.

"...hijacking killed thirty and injured many more..."

"...two hundred dead in violent riot...

"...collapsed the Vcorp building. Police forces are..."

Cee was almost fifteen. Two weeks had passed since the riot. As much as her father disliked it, she knew what was happening. She knew that it could only end in pain and misery. Her father continued to tap feverishly on the tablet as if he was searching for something.

"...mobilization of forces in California, New York, Pennsylvania, Ohio, Nevada..."

"..major damage to the Hoover Dam..."

"...call themselves 'revolutionaries'. How do you respond?..."

"...not only gifted but superior! We deserve the land we've been chained to!..."

Cee's father's worried eyes were glued to the screen. They darted back and forth as he hopped from news station to news station, feverishly moving this way and that.

Suddenly a shrill ringing permeated the tenseness of the night. The exhausted man sitting on the edge of the bed pawed at his pocket, retrieving the small black machine. He quickly tapped the screen, then brought the device to his ear.

"Hello?" He said, both fearfully and hopefully. After hearing the response, his posture visibly relaxed. "Oh, thank god, I was losing my mind," he listened to the warbly voice before speaking again. "Beta's not doing too well, but Cee's fine. She's been a little quiet." His eyebrows furrowed. "Yeah, I'll pick them up tomorrow. Don't worry, I'll take one of the unmarked cars. Are things quiet out there? Alright. Thanks, Mitch. Don't know what I'd do without you. Yeah. Bye." He replaced the cell phone, before flopping onto his back.

"Ugh..." he sighed. "One less thing to worry about." He turned his head and met Cee's big, tired eyes. "Don't worry. They'll work something out. I'm sure." Groaning, he pushed himself off cee's bed and stumbled to the old, sagging couch. Flopping down on it, he sighed, setting his tablet on the ground near the couch. The man was asleep in a few moments

Cee laid in the darkness, listening to the light snoring of her father coupled with the quiet beeps of Beta's heart rate monitor. As she drifted off to sleep, she hoped that her father was right. Maybe, just maybe, things would get back to normal.


It was three days later. Everyone heard the broadcast. It was, for some, the last shards of a normal life breaking as the first part pf the world descended into chaos. It meant the beginning of years of hardship and fighting, but above all else it gave one startlingly clear message. Humans were no longer completely in charge.

"People of the United States of America," It began. "We are the Equestrian Workers' Party. We are broadcasting this on as many channels as possible so that you may listen to us. We have taken complete control of a Nuclear ICBM missile launch site. We now possess the power to destroy billions of lives.

"We say this because we want all humans to know that whether pony or griffon, zebra or camel, dog or wolf, we will no longer be oppressed! We are superior! You have no right to drag us down like we are the scum of the earth! We! Will! Rise! I call all ponies to us! Unite! Drive the so-called 'Creators' from land that should rightfully be ours! 'Survival of the fittest' is an age-old saying known worldwide. We are the fittest! We are the strongest! And we will not only survive, we shall thrive!"

It was only the first of many, many such broadcasts. As the propaganda was spewed, more and more things turned violent. Cee and her family fled from one city to the next, on a desperate trip to the east. The Americans were just the first to experience this kind of insurrection. Then it was Germany, then Russia. Even Japan was fighting. Eventually the "riots" became "skirmishes" then full-on "battles". The American ponies favored hit-and-run strategies at first, but then began to attack and capture cities and towns, recruiting more and more ponies. The humans they captured were swiftly and publicly executed.

The world descended into war. As the war went on, the ponies got better and better at using their abilities. The most powerful of them all could destroy skyscrapers with ease. The armies of the world were pushed back, their conventional weapons nearly worthless against their creations. Even as scientists worked to create weapons against the ponies, factories were destroyed and the workforce was turned against them. The age of man was quickly ending.

That was before anyone launched any missiles.

Ten months after the first broadcast

Filth. Everything was filthy. Her clothes smelled bad. Her mane smelled bad. The truck smelled bad. Beta and Eiy and Delta smelled bad. The stench of sweat and grime permeated everything. Cee scrunched up her snout, fiddled with her hoodie's strings. The gray hoodie had a colorful design on it, but it was faded beyond recognition. The hoodie had streaks of dirt on it, and her pants weren't doing much better. Signing, she turned to Beta.

"Where are we going again?"

"Hmm?" Beta said, staring off into the distance. He wore a striped white and lime green t-shirt with more than a few holes, and torn blue jeans. The canvas that made up the roof of the truck's cabin fluttered in the wind. Cee nudged his hoof.

"I said, where are we going?"

"Oh." He jerked out of his gaze to look at Cee. "Dad said there was a launch site in Piladelphia. He'll be waiting there." Beta resumed staring into space. Cee frowned, looked out the back of the truck at the passing landscape. The old asphalt roat was littered with cracks and was lined with various bits of trash.

Philadelphia. One of the last remaining army strongholds. The city had been fortified like nothing else had been before. Tanks, Artillery, Helicopters, even ships had been brought to the city to protect it. The only reason it had lasted to long was because it was the first city to build AMAEMS fields. The big towers dominated the landscape, protecting the city by disabling unicorn magic in large area. It was a bastion of humanity.

Human. Pony. Human privilege. Pony rights. Species was all anyone was worried about. Of course, there was a small part of the pony populations that defended the humans. They were vastly outnumbered and largely ignored.

"Hey, can you pull over? I have to go to the bathroom." Cee was jerked out of her thoughts by the question. Beta was tapping on the window between trucks cabin section and its passenger section. A muffled reply as given and the old truck groaned as the driver pulled it over. As the truck came to a screeching stop, the four ponies shuffled to the back. One by one they hopped off the truck, pausing to stretch and take in the scenery. A soldier stepped out of the truck's cabin, stopping to stretch his legs before inspecting the small radio on his belt. He wore a grimy army uniform and a holster on his leg. The driver opted to stay in the truck.

The truck rested on the side of a dusty road that followed a lazy-moving river. They both sat comfortably in a soft valley, accompanying each other as they snaked back and forth. The sky was a cold blue, streaked with wispy clouds. The valley glowed with blazing yellows and reds of fall weather. Dead leaves littered the ground, fluttering in the cold breeze.

Cee shivered. The sooner they got moving again, the better. But as she sat down on the cool dirt she could almost forget it all. Sighing, she thought quietly. Cee laid down, comfortably sitting on her legs and nestled her head back into her hoodie. She sat there for a while, looking up at the soft blue sky. Turning her head she slowly took in the scenery, before starting down the road they had just traveled, watching the valley.

She saw three pegasi flying towards her.

"Pegasi!" She screamed, jumping to her hoof and pointing. Everybody's heads whipped around. The soldier reacted first, drawing his pistol.

"Everybody get in the truck!" He yelled, before rushing to the cabin of the truck. Cee rushed to the back of the old truck, struggling to get in. Beta and Delta flew in, before helping Eiy and Cee. The soldier yanked open the cabin door and yelled at the driver to go before running to the back of the truck and hopped in. The truck sputtered to life, and they were off.

The pegasi gave chase, flying after the truck. As they got closer the soldier aimed his gun and fired at the ponies chasing the truck, pausing only to yell into his radio.

Now the pegasi were so close that Cee could see their uniforms. They wore tight mottled brown clothes, with the Equestrian Workers' Party sewn onto the sleeves. In a flash, they were at the truck. One flew ahead to the cabin, and the other two clambered into the back. The soldier tried to shoot but was tackled by a rusty red pegasus. Delta screamed as one tried to push her out of the car. Eiy growled, grabbing one of the pegasus mare's flapping wings.

BANG BANG

Cee's head spun towards the cabin, right before the front of truck bounced into the air. A second later the back wheels ran into something. Cee went airborne as the back of the truck raised into the air. She met the damp metal floor of the truck with a heavy thud. groaning she looked around. She saw the bloody body of a pegasus laying on the road behind them. In the back of her mind, she registered Delta haphazardly shooting bursts of uncontrolled energy.

"This is patrol 6A requesting backup! The pegacorn is-ARGH!" The pegasus mare struggling to subdue Delta yelled in pain as Eiy bit down on her wing. She twisted around and lost her balance, tumbling out of the speeding truck, and bringing Delta and Eiy with her. The pegasus' scream was cut short with a crunch as she hit the road.

BANG

The soldier heaved the corpse of a pegasus corpse off himself. Beta ran up to him, fear in his eyes as he yelled over the rushing wind and the roaring engine.

"Eiy and Delta fell off! Slow down!" The soldier looked at him for a brief moment, before frowning and shaking his head.

"We can't! That mare called for backup they'll be here any minute! It'll take too long! We might not make it to Philly as it is!" Cee turned and looked down the road behind them in time to see Delta and Eiy dive into the underbrush near the riverbank. Cee figured they must have had a similar thought.

The truck ended up getting to Philadelphia just in time. Cee was in tears as she told her father what happened. He took Cee and Beta to a small clinic so that their bruises and cuts could be treated while he frantically pulled strings to find Delta and Eiy.

The clinic was essentially a tent with a red cross painted on the side. Floor space was taken up mostly by cots, which carried various soldiers and ponies. The sounds of moaning and tense conversation assaulted Cee's ears which she had tucked underneath her hood. The air smelt of sweat and dust, stifled by the medics and nurses that rushed back and forth haphazardly. Beta and Cee didn't need immediate attention, so they had been set on a spare cot and told to wait.

Cee felt a slight vibrating in her pocket. Her eyebrows furrowed when she tried and failed to use magic to retrieve her cell phone from her pocket before she remembered the SMAEMS field. She stood up and wove her way around legs and bodies towards the exit, before stepping into the brisk evening air.

The tent had been set up in what used to be a park. All but a few trees had been felled and used for firewood, and the ground had been leveled as best as possible with the tools and manpower available. The park was surrounded by brick and concrete buildings, with broken boarded-up windows. The place had a tired, worn-out feel. All around her people mulled about, doing one thing or another. Cee quickly found a quiet spot and retrieved her phone from her pocket. her eyes widened when she saw the caller. Hastily, she tapped the screen and sat down, bringing the phone to her ear.

"Delta?!"

"Yeah, Cee. It's me."

"Oh my god! Where are you? Is Eiy with you? Are you okay?"

"Eiy's here and we're fine, aside from a few scratches and a twisted hoof." Cee relaxed visibly at the warbled reply. "We hid from the ponies that came after us. We're trying to get to you, but Eiy can't go very fast." Cee's anxiety returned in a heartbeat.

"Well, let me get the phone to dad. He'll know what to-"

BOOM

The sky flickered for a moment as the world shook. For a half second everything was quiet, then the world exploded with action. Cee was dumbfounded, until the questions coming from her cell phone shook her out of her stupor.

"CEE! WHAT HAPPENED? CEE"

"I'm here!" Cee yelled. "I think The EWP is attacking!"

BOOM

"I'll call you back, okay?" Cee didnt wait for a response before tapping the screen of the phone and stuffing it into her pocket. She stood up and rushed to the clinic, weaving around people to go as fast as possible. The air was fulled with the cacophony of people desperately trying to get somewhere.

Cee rushed into the clinic, her eyes darting back and forth. She spotted her brother and father in a hetad discussion. Upon noticing her her father sighed with relief.

"Dad, listen-"

"Later, Cee. We have to go. Come on." Her father tugged Beta off of the cot he was sitting on and the group rushed out teh door, towards a waiting truck.

"Get in! Go!" The group piled onto the back of the rusty pickup. When they were all on it sputtered to life, before moving down the street slowly. So many people were around it, it was like trying to drive through water. Cee's father pulled out his cell phone and began frantically talking to someone.

"Dad! I know wh-"

"Cee. Not. Now." Her father glared at her. Cee was so taken aback by the respose she fell quiet.

BOOM

The truck pulled onto a less inhabited road and began to drive more quickly. The wind rushed by as the truck sped by the wwhat was left of philadelphia. The once-proud city was it a state of decay. Trash littered the streets and most of the buildings had a broken feel to them. Dirty smoke and exhaust choked the air.

After a while the truck pulled up to what appeared to be a makeshift checkpoint. It was a hastily constructed fence, with a soldier standing at its gate and holding a rifle. The solder looked at Cee's father for a moment before wafing the truck by.

Cee was astonished. It looked like an old superhighway had been modified to work as an airstrip! There wasnt much in the way of planes, just a couple small aircraft, aside from the monster on the runway. It was a massive silver plane, with hige engines and swept-back wings. People swarmed all around it, disconnectiong nozzles and tubes. A movable stairway sat next to the plane, leading up to a small hatch near the nose of the spaceplane, ready to serve its purpose.

The rusty pickup rolled to a stop next to the stairway, and immediately half a dozen soldiers approached it, ordering Cee, Beta and their father out of the vehicle. Cee hopped off the back of the truck, and was pushed towards the stairwell. She began to climb it, and Beta followed. Reaching the top, she stepped in hesitantly, as if the plane might swallow her.

BOOM

The inside was well-furnished and almost blindingly clean compared to the grime outside. The chairs were all slightly tilted back, and small windows lined the walls. The celing had this white lights running accross it, giving the cabin a high-tech look. There were both normal seats, and pony seats, which looked very strange compared to human ones. They were like a U on its side, meant to cradle the pony during takeoff.

A soldier stood near the door, and when Cee and Beta entered he pointed to a couple of pony seats and told them to sit there. Cee trotted over and fit herself into the seat, taking it as an opportunity to rest before her father came back with Delta and Eiy. As she sat, she noticed a faint tingling in her horn. It felt like it was... recharching. Wait, that meant-

BOOM

That explosion sounded much closer. Less tahn ten seconds later An alarm began to blare and the lights in the cabin dimmed. Cee's Father was rushed through the door, followed by a soldier. The soldier pointed at a human seat near Cee and Beta and barked to sit.

"DAD!"

BOOM

"WHAT?" He yelled over the sound of the magical artillery destroying what was left of Philadelphia.

"WHAT ABOUT DELTA AND EIY?" At that, Cee's father's eyes drooped, and his shoulders sunk. Cee got the message.

"NO! DAD! WE CANT JUST-"

BOOM

"SIR! SIT DOWN! WE HAVE TO GO!" The soldier struggled to yell over the sound of the artillery and gunfire as she shut the cabin's hatch. When the door shut the sounds of the battle outside became muted, but the plane shook as the artillery drew closer. The soldier rushed to a seat and hastily buckled up before yanking her radio off her belt and calling it.

"We're all good back here! Go!" A warbled response was given and the plane began to hum.

BOOM

A violet light flashed through the windows. The spaceplane shook, its engines gaining more and more power. The hum grew into a roar as the plane picked up speed. Bumps in the large road bounced the plane up and down as it roared down the old interstate highway. Then they suddenly were absent as the plane tilted up.

Cee was crushed into her seat as the plane barged forward. The engine drowned out all other noises and the seats rattled and rocked back and forth. The feeling seemed to go on for ages as the plane accelerated. The sky outside became darker and darker blue, until finally. the plane stopped being thrown up and down and the ride smoothed.

It was suddenly very quiet. Nobody said a word. The spacecraft banked gently to the side, and Cee got a view of Earth through the small window. It seemed so vibrantly blue, white and green. Cee could see night falling over north America, and she realized she was no longer on the planet earth. She had escaped the war. No pony could attack her or beat her or chase her up here.

Cee couldn't stop the tears.


Twilight Sparkle's head spun from exiting the memory. She felt numb. Ponies weren't given this world like so many taught. They had taken it. They had ripped it apart because they weren't on top.

Not much time had passed. The sunlight filtering through the windows was still golden, although it was rapidly fading. Dust danced in the beams of light that laid across the wooden floor of the library.

Twilight felt a dampness on her face and reached her hoof up only to discover she was crying. She looked at Cee with blurry eyes, who was as calm as ever.

"H-how could anypony do that?'

"It doesn't matter. It happened a long time ago. What does matter is the humans on board that ship." she gestured to the behemoth in the sky. "There are humans there that would rather die a horrible death than forgive ponies. They are very, very dangerous." She looked into Twilight's eyes with a serious face that rivaled Celestia's. "Even though they do not have magic they should be taken very, very seriously. This is bigger than anything you could have faced before."

"W-why do they hate us so much?" Twilight slowly asked, almost afraid of the answer.

"Twilight, how many beings live on this world?" Twilight was confused by the question, taking a moment to sift through her memories.

"Uh, almost eight hundred million. Why?"

"When humanity was at its peak there were twelve billion people living on earth. The ponies are responsible for the death's of nearly all of them." Twilight's jaw dropped. She sat in her chair, dumbfounded. The gray pony stood and turned to leave, but was stopped by one last question.

"Why are you telling me this, Cee?" Cee smiled, opening the door with her strange magic.

"Because, Twilight, neither of us want Equestria reduced to a smoldering heap of ashes, now do we?"

Twilight could only watch as Cee left the library.

XIX

View Online

Canterlot was the shining jewel of Equestria. Perched on the side of Mt. Canterlot, its shining marble towers could be seen for miles around. From the serene valleys below, one could never guess that the city was in chaos. Ponies dashed back and forth in the streets, paper-foals called out that they had the latest on the new arrivals, and the most paranoid barricaded their homes. The Royal Guard was scrambling left and right, controlling riots and preventing looting. Pegasi flew through the air, and the shipyards were crowded with zeppelins and airships. Rumors were spreading like wildfire. Hospitals were overloaded. Ponies screamed that the end had come, running back and forth in the streets. Above it all sat the Human ship, like a dark, silent observer.

Prince Blueblood scoffed at the chaos around him. Not only were the lower ponies running about and screaming as if they were on fire, he had even seen some of his fellow unicorns doing it too! He turned his snout up a little more, keeping up his calm and collected pace. There was no need to rush. These things took time, after all.

Behind him strode about twenty other ponies, all of them unicorns. They were dressed in fine clothing, and all of them carried a formal air around them. They, too, scoffed at the panicking ponies around them. Sure, the fear of the dirt ponies and those rats with wings were understandable, but unicorns? Ridiculous. They kept up their calm, but quick pace towards the Castle. They did have a mission, after all.

Canterlot Castle was the complete opposite of the city. Hiding behind its thick walls and its magical wards, it was a tense, quiet space. Maids and servants scurried about, keeping their heads low and eyes forward. Guards stood at every doorway, facing straight forward. There was an air of fear. The whole castle had been quiet, except for one room: the war room.

The war room was a long, spacious room used more often as a dining hall or ballroom than for actual planning of anything. Today, however, was an exception. A long, rounded table sat in the center of the room, with a dozen or so chairs around it. Two larger chairs sat next to each other at the head of the table. Velvet cushions sat on each chair, adorned with golden tassels. Two chairs appeared to be missing, with their cushions sitting of the floor instead. Tall, wide windows covered the walls and two glass doors sat at the end of the room. Beyond the doors lay a large open courtyard. Opposite the glass doors were two large, oaken doors, with thick iron handles. There was a thick smell of dust, and the golden evening sunbeams lit up the air, casting great, long shadows across the cold marble floor.

The war room currently had seven inhabitants. Celestia and Luna stood near the doors, conversing quietly with Twilight Sparkle. Shining Armor and Cadance stood together, discussing current events in the Crystal Empire. Two royal guards stood by the door, both unicorns their golden armor catching and throwing reflections from the two ethereal manes in the room.

"It will be fine, Twilight. I promise." Celestia nuzzled Twilight, who wore a nervous frown on her face.

"But what will they think of me? What will they say?" The purple unicorn looked up expectantly at the solar princess.

"I suspect that their minds will be on other things." Muttered Luna. Floating in front of her, suspended by her signature deep blue magic was a small, silver clock. "They should be here any minute."

"Well, then, we'd best be seated," Said Celestia, turning towards the table. The others followed her, save for the guards.

Twilight took a seat at the dark wood table, glancing about as Celestia and Luna took theirs at the head of the table. Twilight sat on Celestia's right, and on Luna's left were Shining Armor and Cadance. Nopony spoke a word. Someone coughed. Suddenly, a knock rang out from the great oaken doors. The guards' horns promptly lit and the passage was opened, revealing a large gathering of some very important people. They began to file into the room, their names and titles being read aloud by the unicorn servant that accompanied them. At the forefront of the group was a sextet of griffons

"His highness, King Grigori of the Griffon homelands," The griffon in question wore a great red crown adorned with gold and silver atop his balding, withered head. He had large bags under his eyes and walked slowly. His wings hung loosely at his sides and his claws scraped at the ground.

"Governor Makar of the Eastern Islands" This griffon was much younger, and had a strong brown and black plumage, with flecks of white up his breast, that traveled down to his claws and up to his neck, giving the impression he had just lain in a pile of flour. He wore a fine leather coat across his back, with his protruding wings pressed against his flanks.

"Governor Nikolai of the Colonies" He was a stark, white griffon with piercing pink eyes. He wore ornate black and gold leather armor on his back and legs, with a small dagger on his right foreleg. He walked with a smooth, calculating step. The three rulers and their guards traveled to their seats. Nikolai sat right next to Twilight, who cowered down a little when he glanced at her.

"King Minos, of the Home Islands," The minotaur had no escort. His coat was a dim brown, and in his great hand he carried an onyx war hammer, bound with bands of silver on a white wooden staff. He wore nothing but a gray loincloth, and his horns curled up and around his head. He took a seat next to King Grigori.

"Runner of Eve, High priestess of the Wandering Horses," A large jet black mare followed Minos. She wore only a small headdress and had sparkling green eyes. She sat upon one of the lone pillows on the ground.

"Enlightened one of the Hills and Brother of the Sands," Two camels strode in, one Dromedary and one Bactrian. They wore intricate rugs inlaid with gold with bright orange tassels across their backs and wore royal blue headdresses. They hobbled over to their places.

"Emissary of the dragon clans," A relatively small wingless dragon wobbled through the doorway. His scales were a pure turquoise, and two short ivory horns stuck out of the side of his head. His underbelly was a shade of sky blue and looked a great deal softer than the rest of his scales, which were jagged and reminded Twilight of sharks' teeth. His deep blue eyes gleamed in the evening sun. He took a seat on the remaining lone cushion.

"Her highness Mayazteca, Queen of the Everlasting Jungle," The zebra who walked into the room was adorned with polished wooden jewelry, and in the middle of her forehead hung a glowing emerald. Around her ankles were dark wooden bracelets, and her mane and tail were woven into many intricate braids. Her deep brown eyes found Twilight and seemed to pierce her soul even though it was a mere glance. She claimed a chair along with the other leaders.

"Princess Maasulu of the Far Shores," This zebra mare was dressed nearly identical to Mayazteca, the only differences being that the princess had a shining topaz instead of an emerald, and her eyes were a stunning violet. She followed Mayazteca, taking her place with a regal, and possibly haughty, look.

"Queen Nara of Gobi," To Twilight's uttermost surprise a changeling was the next to step through the door. Like Chrysalis, she had a crooked horn and holes all over her, but instead of the greenish-blue mane and tail that symbolized membership of Chrysalis' hive, there were crimson red ones. Her eyes were an even deeper shade of red. When she saw that Twilight was staring, she gave the shocked unicorn a questionable grin before striding to her seat.

"And finally, Queen Chrysalis of the Badlands." Twilight's jaw hit the ground. There she was, the tyrant and warmonger who had tried to capture Canterlot, walking around looking no worse for wear. Twilight turned to Cadence to see her reaction and saw that the two enemies had locked eyes with each other. Both bore completely even faces. The room was silent as the two continued their impromptu staring contest. Finally, after what seemed like an eternity of tension, Chrysalis looked away and strode to the one remaining seat, which was, coincidentally, directly across from Celestia and Luna. Even now, with all the leaders seated, three seats still remained open.

The announcer scurried out of the room, and the two Royal Guards closed the door behind him. Silence reigned for a few tense moments before Celestia rose, and cleared her throat.

"As per formalities, I shall begin the assembly." She paused a moment before going on. "I, Princess Celestia of Equestria have called this Twelfth Great Gathering to discuss an issue I believe will have a lasting effect on our lands, and possibly all of Equus. As you all know, a week ago, a great foreign object appeared in the sky. It's tenants are strange people, who call themselves humans. Little is known about them and their ways, and have made little contact aside from their first appearance." Another pause. "They will be joining this assembly."

For a brief moment, there was complete and utter silence. Governor Nikolai was the first to speak.

"When will they be arriving?" He said in rough Equestrian, looking at Celestia expectantly and shuffling his wings against his back.

"They will be here in no less than two minutes," Celestia replied with an even face. More silence.

"What do we know of their government system?" asked Emissary, his deep voice rumbling throughout the room. Celestia turned her head towards him.

"We know that they function as a republic, and elect their leaders, with one high ruler, the 'president' looking over them all. The president and some of his elected officials will be with us today." Celestia spoke in a clear, even voice.

"What sorts of magic do they possess?" A voice that seemed as if it was two reverberated through the air. All heads turned towards Nara, and she met the looks with an equally even face. "Transformation magic, Transmutation magic, Energetic magic, what?"

Celestia cleared her throat. "As far as I know, they have no magic." A third pause. Minos was the next to speak.

"Well, then, what is stopping them from being destroyed? How do they defend themselves? How on Equus do they keep that floating metal island up?" Celestia didn't get a chance to answer. All heads were drawn towards the glass doors when a loud roaring was heard. Lo and behold, a human 'dropship' appeared, its strange metallic legs extending carefully down from its tough belly to lightly touch the ground before all of the dropship's weight was transferred onto them. A loud hiss of air escaping the machine could be heard even through the doors before the human vehicle opened up like a flower and extended its ramp down to the ground. Out of the vehicle strode five humans. Three were dressed in suits of shimmering cloth and helmets with clear faceplates while the remaining two carried those strange boxy tools and were dressed in suits of armor similar to the ones Twilight had seen before. One of the less scary looking humans carried a simple black case.

The guard humans walked ahead of the other three to the doors and opened them. They waited until the three well-dressed humans were through the doorway before carefully shutting the doors behind them. One of the humans walked to the three remaining empty chairs and took a seat in the middle one, before clearing her throat. The other two took their places on either side of her.

"Hello," she began in that strange accent. A couple of whispers came from leaders who were wondering why the alien was speaking Equestrian. "My name is President Jane Hunters." She gestured to the human on her left, then her right. "This is Erik Spaskovsky and General Matthew Briggs. We are human beings from the Spirit of Hope," She gestured to the great metal behemoth in the sky. "It has been our only home for many generations. As you already know, we have no 'magic'. We possess no earthly home; This is the primary reason for this meeting. However, our solution to this problem requires significant explanation. Spaskovsky?" She nodded at the other human before sitting down. "Spaskovsky" stood u, opened the case he held, and retrieved a map of Equestria before laying it on the table.


A poorly drawn representation of Equestria

"A long time ago," he began in an accent that, while being very different from Hunters', was still Equestrian. "many things were taken from us." It reminded Twilight a little bit of Eastern Griffonian. "Our homes, our culture, out very way of life was nearly extinguished. I am the descendant of the few who managed to escape..."


The Canterlot Castle gardens were a beautiful place. They were known all around the world for their beauty. The air smelled of pollen and nectar, and the tweeting of birds could almost always be heard. Small ponds and streams were scattered around, magically agitated to swirl and flow in magnificent patterns. Small stone statues stood here and there, more often than not they were tangled in creeping vines or used as a perch for the many types of avians that inhabited the gardens. Blueblood could spend hours sitting and taking it all in. However, now was not the time for dilly-dallying. He had a country to save.

Blueblood currently stood in a small, peaceful clearing in the garden. The evening sun shone and a soft summer breeze drifted lazily through the air. In front of him were fifteen of Canterlot's most talented and powerful spellcasters. They all wore looks of determination. This was the most important event among the Canterlot nobility in years. Blood feuds and debts had been put aside for the time being in order to stop the steel menace that hung behind Blueblood.

"My fellow unicorns," Blueblood began. "Behind me is the one greatest threat to our way of life! The monsters on that ship seek to destroy and enslave us! To put us to work, to harvest us for food, to sell away our children! Not just Equestria, all of Equus is at stake! We are the only thing that stand between our nation and total annihilation!" He spoke with a vigor, which had been drilled into him since he was a foal. This was it. This was the turning point in history. The Blueblood name would be known across the world. "Fathers! Mothers! Sons and Daughters! Heroes of Canterlot! Lend your power to me! Let us drive out the invaders!"

The unicorns dug their hooves in and shot brilliantly colored beams of light through the air. Blueblood spun around, his horn gaining first two layers, then three, then four. He conjured a clean, simple destruction spell, and carefully tended it as it grew and grew. In a blinding flash of light, a small white ball of energy shot off towards the ship.

The sixteen unicorns promptly cried out in pain and dropped to the ground.

Meanwhile, aboard the Spirit of Hope a blip appeared on a computer screen. The sound it gave off was drowned out by the hungover snoring of the engineer who was supposed to be watching it.


The war room was silent. The dying light shone through the great glass windows, effectively shrouding the events that were happening in the garden. All eyes were on the lone standing human, who had marked out an area on his sprawling map.


Spaskovsky's plan

"We understand that this crosses one of your borders and that it encompasses a couple of sizable pony settlements. This is the amount of land that we need, and that encompasses all resources vital to us. It also has easy-to-develop geography. We hope that with your help, we can peacefully make a home for ourselves and our descendants and a new population solution would not have to be reached for at least six or seven decades. If your ponies wished to leave, we would let them and over time provide funding for them to start a new life; If they refused, we would build around them. Once we had settled in we would openly trade with both countries should conditions allow it. We humbly await your decision." Spaskovsky sat back down.

Twilight was shocked. The human had circled a huge area on his map! at least fifty thousand ponies would have to move! It also covered lots of farmland. Where would those ponies get food? How could the humans hope to pay for it? There was no way Celestia would let that happen.

Celestia was dead-set in her decision the moment the human had stopped outlining. It wouldn't happen. Sure, she would pretend to consider it, but then she would make a counter offer. She was already imaging a great place, in the north. Still, it wouldn't hurt to discuss it with the other princesses before going through.

Luna knew it would never work. She knew that Celestia had already come up with a counteroffer that the humans would be downright stupid to refuse. She inwardly sighed. She had not expected this to be so boring.

Chrysalis sat in her seat, perfectly still save for the rising and falling of her chest. She was brooding over the humans. She and Nara had discussed it over and over again using a temporary hive link, but neither of them could figure out why they couldn't feel the humans. It was like they were emotionally invisible. No magic, no emotions, nothing. There was far more to these humans then met the eye.

Celestia rose from her seat. "In order to properly discuss this decision, I officially call a rest period. We will return here in one-half of an hour. Thank you." She turned to leave, her golden shoes clacking against the smooth stone floor.

"With all due respect, your highness, we prefer to stay here, if that's all right with you." Celestia merely gave President Hunters a nod before making for the doorway. The other princesses followed her lead, and the various leaders stood, discussing the situation quietly with their respective advisors.

Celestia led the three other princesses through the twisting halls of Canterlot Castle to a little-known room near her private bedchambers. Celestia turned into the inconspicuous doorway, followed by Cadance and Luna, with Twilight bringing up the rear.

The inside of the room had no windows and was illuminated by magically powered golden candles. Nestled against one wall were several bookshelves, and opposite them was a small hearth. Celestia lit it with a shimmer of her horn, and the fireplace was soon casting shadows across the room. In the center of the room sat a small wooden table, surrounded by four ornate chairs, topped with red cushions. The princesses took a seat. Celestia, as usual was the first to speak.

"I have no plans to agree to their suggestion. It is far too foreign to our little ponies, not to mention dangerous."

Luna nodded. "True. We know not of their ways and customs. We fear they may be violent."

"I suspect you have an alternative, auntie?" Candance asked. Celestia nodded.

"The great tundra north of the Five Seas. It has plenty of space for them to expand, even if the soil there is a bit less healthy than the southern farming lands. It can be very cold, but I suppose that they will have to make do. I don't think they have any alternatives. Most of the other races are simply too hostile, too powerful, or too xenophobic." The princesses all nodded and spoke their agreement, save for Twilight. Celestia turned to her.

"Twilight? What do you think?" Twilight jerked out of her stupor at the mention of her name. She saw her fellow princesses looking at her expectantly and blushed. "Uh, sorry, what?" she squeaked sheepishly.

"Perhaps you need some time to think?" Celestia gave one of her trademark motherly grins. Twilight nodded, blushing furiously and quietly excused herself before leaving the room. She needed time to think, and she knew the perfect place to do it: The Canterlot Gardens.


All the leaders and their various escorts all shuffled out of the room, save for one. Chrysalis stayed behind, and quietly shut the giant oaken doors before turning around and looking at the humans. Nobody said a word until Hunters spoke up.

"Can we help you..ma'am?" She asked hesitantly. Chrysalis gave a toothy smile.

"I am Queen Chrysalis of the Badlands, and I have an offer for you." She strolled over to the map. Near the doors, the human guards tensed up.

"Celestia plans to deny your plea. She will likely give you a dry, dead piece of land north of the land you refer to as 'The Great Lakes'. I have a better offer." Spaskovsky realized what she was planning to do and tapped the corner of his map a couple times, clearing his previous offer. Chrysalis took up the marker and drew a new site.

[img][img]http://i.imgur.com/xTiTP7a.png[/img]
Chrysalis' Offer

"This land is currently controlled by myself alone. It is too humid for my kind to live comfortably but has a much coastal territory, is rich in iron and coal, and contains a minor leyline flowing straight through it. I realize that it is smaller than you had hoped, but it is completely uninhabited. It's the only price would be an alliance." Chrysalis smiled and put down the marker. Hunters spoke.

"Thank you, your highness. We will consider it after we receive Equestria's offer." Her voice was stern, and Chrysalis got the message loud and clear, spinning towards the doors and swiftly exiting the room.


The Canterlot Gardens looked best this time of year. Twilight imagined sitting in the garden at her favorite bench, the one that looked over the great Equestrian plains. The view would be spoiled now, though... That thing hanging in the sky would ruin it.

As Twilight made her way to the gardens her mind wandered to Spazkovsky. Something was... off about him. Maybe it was the scraggly beard. Maybe it was the way his body seemed so out of proportion. Maybe it was the way his too-small eyes darted around. Twilight shivered as she remembered locking eyes with him for a split second. She had seen something in them... she just couldn't tell what.

The purple alicorn sighed as she entered the gardens, stepping through the marble archway leading to them. Her hooves relaxed as she felt the transition from cold stone to soft grass. She even began to hum as she trotted through the gardens, admiring everything they had to offer It would have been a day. She shook her head. She didn't need to think about that right now. She was almost at her spot, anyway.

Twilight turned the last twist in the path and came upon a sight she would never have expected: Blueblood and several other unicorns all stood in a half-circle, with Blueblood at the center. They were quietly discussing something with an unseen fervor. They all looked very worried and some seemed on the verge of a breakdown. Twilight watched hesitantly for a moment before clearing her throat.

"A-hem" At the noise all heads turned towards Twilight. Blueblood stepped forward almost immediately.

"Princess Twilight! Thank goodness you're here! We could definitely use your help!" He wore a tired-looking grin. Twilight raised an eyebrow. "You won't believe it! We got a chance to study the Human machines! We were doing a general scan of the ship but even with all these talented casters we just don't have enough magical strength! Will you help us?" Twilight hesitated. She didn't entirely trust Blueblood, but if he was lying surely one of the other unicorns would speak up. He did say it was for science, too. Twilight inwardly frowned. Here she was, about to turn down a chance to study a completely foreign tech evolution! It was completely magicless too!

"Alright, but only if I get a copy of the data afterward." She said. Blueblood squealed with apparent glee, before composing himself and getting down to business.

"We planned to begin with a simple scan spell. If you would stand over there, please." He looked down his snout at her. Twilight decided to take it in pursuit of knowledge. She turned around and faced the ship, beginning a standard scan spell, but placing a much larger than normal amount of raw magical energy behind it. Unbeknownst to her, Blueblood and his unicorns were preparing a spell of their own. She was oblivious to them, focusing her energy into the spell.

The second before she cast the spell, Blueblood released his own. IT hit Twilights horn, passing through it and continuing on its way. Just like before, all the unicorns fell to the ground, unconscious, except this time the spell rammed right through the Spirit of Hope's defences and sped towards its steel hull. It punched through it, and for a second nothing happened. A computer somewhere blared in alarm. Then, a flash of light could be seen. Inside the ship, the fiery explosion ripped through steel, filling hallways with fire. The technician didn't even get the chance to wake up before he was vaporized.

The resulting boom could be heard all through the Ponyville valley. Everyone rushed outside to look at the sky. There were screams, fear and anger. Riots happened all over both Canterlot and Ponyville and the guard was simply overrun by the panicking ponies. Above it all, the Spirit of Hope burned.

In the tea room, the floor shook a bit. All three princesses' heads shot up, their ears perking towards the sound, before looking at each other with dread.

In the War Room, the humans' radios went crazy. Speskovsky made a grab for the map but was pulled away by one of the soldiers. President Hunters practically screamed into her radio as the other soldier tried to usher the other two politicians towards the door. As the humans went towards the waiting dropship chrysalis burst into the room. The soldiers spun around but before they could fire a shot Chrysalis spoke.

"My deal is still open humans! I need to come with you! We haven't much time!" She was in a panic and rushed towards the humans. The soldiers stopped her before Hunters waved them off. She looked at Chrysalis for a second and nodded quickly before turning her attention to the radio again. The soldiers ushered the group onto the dropship, and with a roar it took off, escaping a Canterlot in chaos.

Celestia burst into the War Room, followed by a swarm of guards, nobles, and scared servants only to see that the humans had gone. The map remained on the table, and Celestia rushed over, only to see the slice of Chrysalis's land outlined. She nearly burst into tears at the thought of an alliance. Luna and Cadance followed her, and upon seeing her distraught face knew something was very, very wrong.

Aboard the Spirit of Hope, it was chaos. Announcements blared over the speakers for residents to return to their homes. Police rushed through the cramped hallways. The tram system was quickly overloaded. Families were separated and people were trampled in the mad dash to safety. Firefighters ran against the flowing tide of people and crawled through burning events to rescue the doomed people trapped in the burning hull of the ship. Some five minutes later someone labeled the ship as under attack and dispatched a counterattack order. Soon soldiers were boarding dropships everywhere, and they swarmed out of the ship like a hive of angry bees, flying down towards Ponyville. That was all it took: one fear-inspired order. It was enough to start the biggest war Equestria had ever seen.

END OF PART ONE


Equestria: Zero Hour


A Rough Map of Equus

XX: Fear

View Online

PART TWO

Private Arthur Reese was born thirty-two years after the Spirit of Hope departed from the planet Earth. He was light-skinned, almost pale, and had brown hair and eyes. Aboard the gargantuan ship he learned everything the old world had to offer, though he often had trouble with his math homework, and got easily frustrated whenever trigonometry was involved. His father James wasn't born on Earth but was the son of Dr. Reese, a well-known marine biologist who was offered the chance to escape the planet once it became obvious that humankind was no longer welcome. Arthur's father would often tell him about all the wonderful things that Earth had to offer, just as his father did for him: oceans, deserts, forests. Bears, lions, giraffes, savannahs, mountains, rivers, whales, seals, polar bears, airplanes, skyscrapers, highways, everything. As a child, Arthur would listen to these stories with wonder and imagine what it would be like to climb a mountain. Sure he saw pictures of mountains at school and daydreamed about climbing them. He was told his generation would be the ones to return to Earth, and as a child, he had one goal: be the first person to climb the tallest mountain there. But, as he grew older his interest in Old Earth turned from wonder to rage. When he learned about how ponies and other synthetic life destroyed the Earth and wiped it clean, he nearly blew a gasket. Like everyone else he joined the marines. Like everyone else, he learned how to fight. Like everyone else he was one hundred percent ready to die if it meant that the next generations could have their home back. The next generation would enjoy the wide open skies and endless prairies of Earth, but his would be the one to get it.

He was absolutely sure of this until the attack. He remembered it hazily even though it happened a mere hour ago. He was far away from the explosion and happened to be near the main dropship bays when the explosion rocked the floor beneath him. The bright white lights of the hallway he had been sauntering down vanished and in their place appeared angrily flashing orange ones. He was lucky enough to be in his uniform and got a call to get to the hangar bay immediately. His heart pounded and his legs screamed out in agony as he ran as fast as he could to the hangar armory. He grabbed the intimidating angular black uniform and pulled it on. Reese snatched his vest from his locker, its anti-MaEMS plates pressed against his chest and back. After pulling his helmet onto his head, he quickly filled his pockets with ammunition, flares, a GPS, first aid kit, and canteen, then took his cauterizer and clipped it to his belt. It looked like a small dark red ball stuck onto a drab gray handle with a button on it. He pulled his small, dark backpack onto his back and strapped it in, before retrieving a pistol and placing it into his hip holster. Finally, he grabbed a standard assault rifle and ran to the hangar.

The hangar was a mess. Marines were everywhere, scrambling around and trying to find the right dropship. Every couple of seconds another dropship would rev up, its large side jets rotating and its control surfaces twisting. Reese ran over to a commanding officer who looked free at the moment and stated his name and regiment before being pointed over to a dropship. He sprinted to it, bumping into no less than six other marines. A squad was already boarding the dropship. He ran aboard, his black combat boots thudding against the thin steel of the dropship. Reese sat down and pulled the seatbelt over himself, strapping in with a few clicks. The marine settled down to wait. Finally, an officer stepped into the war machine and the door closed behind him. Inside of ten minutes the craft roared to life, gave a lurch and promptly left the Spirit of Hope. Then it hit him. Arthur had never been outside of the ship. He was afraid.

The officer shouted orders at the marines. They were to land in a small town near the capital, subdue the populace, secure non-unicorn prisoners, and evacuate with the prisoners before the Equestrian military arrived en masse. He was part of one of the five squads landing in the town, so they were expected to provide whatever support they could.

"THIRTY SECONDS!", roared the officer. Reese gripped his gun, his clammy hands clinging to the inside of his gloves. He checked, then double-checked, then triple-checked that it was loaded, charged, and ready to go. He was terrified at the notion of going into combat for the first time and possibly the last. His hands shook as he clumsily inspected his gun. The official designation popped into his head: C-138 Carbine- its name had been drilled into his head. It was angular and black and had a grip on the barrel. The stock was telescoping, and the magazine fit snugly into place in front of the trigger guard. He flicked a small switch from safe to fire.

"FIFTEEN SECONDS! VISORS DOWN!" The scared marine slapped the side of his helmet and a polarized glass visor slid into place, firmly locking into the chin of his helmet. He felt the air seals activate around his neck. Several small displays appeared in the corners of the visor, indicating his suits charge and air as well as radio connection and the statuses of his fellow marines. The roaring of the dropships twin turbine jet engines shook him to the core.

"FIVE SECONDS!" Reese unstrapped himself but didn't stand up. He held his gun tightly with his eyes glued on the drop-down door of the dropship. The light next to it turned green. The door dropped to the ground with a thud. "GO GO GO GO GO" The officer waved the marines out, their heels thumping on the metal ramp.

Chaos. Smoke choked the sky and fire glowed everywhere. Ash drifted down serenely. The shadow of the Spirit of Hope made the smoke like a night fog. Reese's hand shot to his helmet to turn on his flashlight. The beam cut through the darkness, illuminating the burning down. Then he saw it.

A green and white unicorn stumbled around a corner, into the street. Blood trickled from his snout and one of his hooves was twisted at an unnerving angle. His horn was lit up, and his head swung back and forth. He was looking for something.

Reese's eyes widened in fear. Unicorns were the most dangerous creatures on the planet. His training kicked into action without missing a beat. The marine brought his rifle to his shoulder and spent a moment aligning the sights before squeezing the trigger. The gun kicked in his arms and the bullet found its mark. The unicorn's horn exploded and he collapsed to the ground, screaming in pain. A spurt of blood came from his mangled stump. He writhed and twisted on the ground, batting at his sparking bloody forehead and all the while yelling at the top of his lungs.

Behind him, the dropship lifted up off the ground, returning to the Spirit of Hope for a new assignment. Reese's fellow marines' movement startled him out of his daze, and he followed the nearest one. His visor labeled him as CPL JAMESON. Reese's heart beat loudly in his head. The marine ran for the nearest house, his feet kicking up dust to spin in a twisted dance with the ash floating down from the sky. When Reese reached the small house he leaned back onto his left leg and kicked the door with his right. It swung open in a burst of splinters.

Reese gasped for air as he ducked into the house. The marine heard screams from outside. They sounded unnervingly human. He pressed his backpack against a wall, catching his breath before looking around the room. Then the marine locked eyes with the other person in the room. Two large oval eyes stared at him. They belonged to an earth pony mare with an off-white coat and a messy mane with stripes of red in it. There was the image of a rose stamped into her flank For a second Reese's fear was tackled by hatred.

"TURN AROUND! TURN AROUND RIGHT NOW!" Reese screamed at the pony with his rifle pointed at her overly large head. The mare shrieked and made a dash for the stairs. The human raised his weapon and fired three shots at her. The quartet of death screamed through the smoky air and tore into the mares back leg. She screamed in primal pain and collapsed at the foot of the stairs. Reese watched in a daze as the pony cried and screamed on the ground, holding her leg and feebly trying to escape from the terrifying monster that had kicked in her door. In her hopeless attempts, she began to bleed all over the smooth stone floor. Reese clumsily retrieved his cauterizer from his belt and held down the button on the handle. The red ball began to glow orange and twisted the air in its heat. The mare's eyes widened at the hellish tool and she began to back away from the human faster, her eyes spilling tears and her leg spilling blood.

"Get AWAY from me! Stay away from me you monster! Please, anybody, HELP ME" As the mare screamed in panic Reese quickly walked over to her and kneeled in the pool of pony blood Upon being grabbed by the cold hard alien hands the mare screamed out and struggled as hard as her feeble body could manage. Undeterred, Reese pressed the cauterizer into the mare's mangled leg. The smell of burning flesh filled the mares nostrils and she screamed as loud as she possibly could. Halfway through the violent procedure, the mare tore her vocal cords. She was yelling for help as loud as she could one moment and squeaking out a whisper the next. Reese welcomed it and finished burning the remaining bullet wounds shut. Once the mare had stopped bleeding and screaming the marine paused serenely to admire his handiwork in a daze. The mare's leg was ruined forever, covered in burned and torn flesh, but she had a chance at survival.

Reese picked his rifle up from the pool of blood where he had left it and snapped it onto his hip with a click, before squatting next to the exhausted but still very much alive mare. He scooped her up with a huff and roughly maneuvered her onto his shoulder. Reese quickly left the bloodstained living room. Back outside, he stared at the burning town in shock before carrying the mare over to the landing zone. There he saw a group of his fellow marines crouching behind makeshift barriers made of various carts and market stalls. With them were two other hostages. The first was the unicorn stallion from before, whose horn was blackened but no longer bleeding. He lay on the dirt, crying and muttering to himself while stroking his singed tail. Reese couldn't tell if the mud he lay in was made from tears or blood. The other was an earth pony mare whose only wounds were a couple of bruises but lay unconscious on the ground.

The shocked marine kneeled on one knee and shoved the pony off his shoulder. She hit the ground with a thud, jarring her lungs and making her loose her breath. As she lay on the dirt, with ash swirling around her, Reese took off his backpack. He reached into one of its many pockets and pulled out a set of hoof cuffs. They looked like two pairs of oversized handcuffs chained together. He snapped them around the mare's legs, immobilizing her. She didn't struggle, but instead looked at the human soldiers with contempt and tears in her eyes.

Reese saw a crate. It was wooden and primitive looking. It seemed to beckon him, from its place on its side a couple of yards away. The child in him wanted to be amazed at seeing so much processed wood in one place. But the soldier stumbled over to the crate, flipped it upside down, and promptly sat on it. Slowly, he began to take in the scene around him.

Ash and dust hung in the air, choking everything. Heat from the fires agitated the air. Glowing infernos raged elsewhere, over the rooftops. Gunshots and screams echoed through the empty streets. The shadow of the Spirit of Hope lay over it all. It reminded Reese of the story he had read about the ancient greek gods, with the pretty one. He struggled to recall her name. Persephone. That was it.

Time passed. Marines ran back and forth. A jet screamed over his head, followed by an explosion. Someone shook him. Reese's visor labeled her as S SGT RAHIM.

Clunk. Reese's eyes focused and he was brought back to the real world. Rushing with it came a new torrent of fear.

"You fucking idiot, Private! Get into cover for fucks sake! Royal Guard!" She pointed hurriedly at the makeshift barricade, which seemed to have grown larger. Reese jerked into action, scrambling across the ground towards the barricade. He arrived and slammed his side against what used to be a cupboard and fumbled for his rifle. He hurriedly checked his round count on his rifle. 26. Good enough. After bringing his rifle up and resting it in a nook on the barrier, he pressed his helmet against his gun, lining up the sights. He took a moment to look at his fellow marines. They had made a half-circle around the prisoners. All were crouched behind the barricade, just as they had been taught. The marine brought his focus to the road in front of them.

Under five minutes later they heard the footsteps. Marching. They came around the corner in a neat, orderly horde. The golden rows of earth ponies and unicorns stomped under a dozen pegasi. Forty-odd ponies versus twelve marines. Someone said to open fire.

The barricade lit up, casting twisted shadows against the ash as the first bullets tore into the ranks of the ponies. The projectiles bit through golden metal and flesh alike. A dozen ponies fell dead while some collapsed onto the ground, screaming and crying in excruciating pain. Pegasi fell out of the sky, breaking their bones on the stomped-down road. Reese's eyes widened at the sight even as he pulled the trigger on his rifle. Moments later colorful shields sprang up and the ponies dashed for cover. The wounded were left begging for help and mercy alike in the quickly reddening dirt.

The Pegasi grounded themselves with the earth ponies behind overturned stalls and rubble. The unicorns shot blasts of magic at the humans. The humans shot back. On both sides, someone would slip up and raise their head at the wrong time. Magical shields were only so strong. Human armor was only so thick. Reese heard a marine scream as his face boiled inside his armor. His head twisted around to see CPL JAMESON lying peacefully on the ground, with his visor gone and only a blackened skull for a face. He saw a pony paw at his ruined eye socket that was still managing to tear up. A Guardspony once dashed out to try and save a lightly wounded pony. The unicorn shield protecting them chose that moment to shudder and collapse, getting all three ponies involved killed. A barricade exploded and sent shards of metal and wood into the surrounding marines when an overcharged spell hit it. Somebody lobbed a grenade over one of the shields. A burst of fire, blood and smoke appeared and the shield vanished. Blood was everywhere. Screams came from both sides. Someone cried for their mother.

The battle was unsustainable. within three minutes the marines' numbers had been halved. Rivulets muddy blood ran through the streets. Somewhere in his shellshocked mind, Arthur noticed that his visor was cracked.

The marines were fleeing. Arthur needed to flee, too. He scooped his rifle up from the bloody mud and stumbled into the dust and smoke. Screams echoed out. He couldn't even tell if they were human or not.

There. An alleyway. Arthur ignored the screaming pain in his legs as he wobbled through the battlefield.

Safety. He collapsed into the darkness of the alleyway, gasping and panting feverishly. He spat, desperately trying to get the taste of blood out of his mouth, and only succeeded in splattering the inside of his impossibly-still-airtight helmet with bloody goop.

He listened to the battle outside the momentary sanctuary of his alleyway. The gunfire faded, and the surreal blasts of MaEMS energy came closer. He weakly pushed himself into a more safe position amongst the garbage that piled in the thin passage. Eventually, the battle stilled, with only the moans of the wounded to even verify the presence of any soldiers at all.

Arthur sighed, letting his arms fall limp in his lap over his grimy rifle. His head made a quiet thunkas it contacted the wooden house behind him. The soldier vaguely wondered what had happened to his prisoner. He let his eyes wander over the rest of the alleyway, taking in the almost serene view.

Garbage lined the sides of the dark wooden walls of the alleyway. Straw had been trampled into the ground, and here and there weeds sprouted amongst the filth.

Arthur's eyes widened slowly when they met those large, green, uncanny eyes of the pony buried in the garbage heap directly across from him.

Arthur was afraid.